SEBI has in its Board meeting held on 17th November, 2014 decided to convert the listing agreement with listed companies in the stock exchanges into a Listing Regulation. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014 the salient features of which are given below:
(1) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014 (Listing Regulations), interalia,
will be comprehensive Regulation in respect of various types of listed securities. This Regulation would
consolidate and streamline the provisions of existing listing agreements thereby ensuring better enforceability. This
Regulation would be applicable for the following type of securities:-
(i) Specified Securities (includes equity and convertibles) – Listed on Main Board and SME Platform
(ii) Non-convertible Debt Securities
(iii) Non-Convertible Redeemable Preference Shares (NCRPS)
(iv) Indian Depository Receipts
(v) Securitised Debt Instruments
(vi) Units issued by Mutual Fund Schemes
(2) While the common obligations applicable to all listed entities have been enumerated at the beginning of the
Listing Regulations, obligations which are applicable to specific type of securities have been laid down in separate
(3) The Listing Regulations have been sub-divided into three parts viz.,(a) substantive provisions incorporated
in the main body of Regulations; (b) procedural requirements in the form of Schedules to the Regulations; and (c)
various formats / forms of disclosures to be specified by SEBI through circular(s). Some of the important new
provisions in the Listing Regulations include ::
(i) The overarching principles for making disclosures & obligations.
(ii) Mandatory filing on Stock Exchanges through electronic platform.
(iii) Mandatory appointment of Company Secretary as compliance officer except for units of Mutual Funds listed
on Stock Exchanges.
(iv) Introduction of enabling provision for Annual Information Memorandum
(v) Mandatory registration in SCORES by all listed entities for redressal of investor grievances.
(vi) Mandatory for listed entities to co-operate with intermediaries registered with SEBI.
(vii) Converged provisions for specified securities (equity segment) listed on Main Board and SME Platform with
necessary carve-outs for SMEs.
(viii) Applicability of certain equity segment provisions, such as, submission of Form B (audit reports containing
modified opinion), transfer and transmission of securities, etc. to entities which have listed their Debt Securities
(ix) Necessity to execute a shortened version of Listing Agreement within six months of notification of these
(4) In addition to the above, a number of changes which are in the nature of either providing clarity or
maintaining consistency or removal of redundancies have been carried out in the Listing Regulations. Such
changes include removal of dichotomy regarding utilization of issue proceeds, manner of dealing with unclaimed
shares, aligning connected provisions pertaining to disclosures on website and issuing advertisements, disclosures
in Annual Report, documents and information to be provided to holders of securities, terms and structure of
securities, and operational modalities in manner of review of audit reports with modified opinion, etc.
(5) There were certain provisions in the listing agreements related to issuance of securities and not in the nature
of continuous obligations, such as, 1% security deposit, allotment, refund, payment of interest on account of delay in
allotment / non-allotment, etc. They have been now incorporated in respective regulations, viz., ICDR Regulations,
ILDS Regulations, etc. Similarly, requirements which are in the nature of continuous disclosure and obligations have
been shifted and now incorporated in the Listing Regulations.