[Under SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015, for the Quarter ended April-June 30, 2023]

#Compliance Manual
PART 1
Chronological Schedule of Compliances:
1st Quarter ended April-June 30, 2023

#Compliance Manual
 As per Compliance Requirements To Whom Due Date
Schedule B of Closure of Trading Window • Stock Exchange(s) From July 01,
SEBI (PIT) 2023
Regulations, Up till 48
2015 hours from the
date of
declaration of
results
Reg. 13(3): Statement of Investor’s • Stock Exchange(s) in By July 21,
Grievance Complaints PDF along XBRL 2023
Redressal mode.
Mechanism
• To be placed before
Board

Regulation 27(2): Submission of Compliance • Stock Exchange in By July 21,

Corporate Report on Corporate PDF along with XBRL 2023
Governance Governance Requirements • To be signed by
Requirements Compliance Officer/
CEO
With Regard to the compliance report
❖ Details of cyber security incidents, breaches, or loss of data or documents shall be
included in the CG Report.
❖ The company can also revise the records in the already submitted Corporate
Governance Report by sending a request via e-mail, as per the recent FAQ circular
released by NSE.
For more information: https://static.nseindia.com//s3fs-public/inline-
files/NSE_Circular_10042023_2_0.pdf

#Compliance Manual
 Reg. 31(1) (b): Shareholding Pattern • Stock Exchange(s) By July 21,
Shareholding in XBRL 2023
Pattern • On the Website of
the Entity
Regulation 76 of Reconciliation of Share • Stock Exchange(s) By July 30,
SEBI (DP) Capital Audit Report in both PDF and 2023
Regulations, XBRL format
2018
Regulation 3(5) Submission of • Stock Exchange(s) Listed Entities
of SEBI Structured Digital • NSE: Certificate to upon whom
(PIT) Database (‘SDD’) be mailed at 24A is not
Regulations, Certificate applicable:
sdd_pit@nse.co.in
Have to Submit
2015 read with
SDD Compliance
relevant Certificate on a
directions of Quarterly basis.
NSE and BSE i.e.
By July 21, 2023
Listed Entities
upon whom
24A is
applicable:
have to get
this SDD
Compliance
inculcated in
their Annual
secretarial
compliance
report

#Compliance Manual
 Declaration of Financial Results for the quarter ended June 31, 2023
PRE- BOARD MEETING COMPLIANCES
Regulation Intimation of Board Meeting • Stock Exchange(s) in 5 clear days
29(1): Prior PDF along with XBRL prior to the
Intimation. format. meeting.

POST-BOARD MEETING COMPLIANCES

Regulation ▪ Outcome of Board • Stock Exchange(s) in By August 14,
33(3): Meeting PDF and XBRL 2023
Declaration of ▪ Un-audited financial format. PDF Results:
Financial results for the quarter of • On the Website of
Within 30
results. June 30, 2023 the Entity minutes from
the end of the
[Standalone + Consolidated]
meeting for
Along with a Limited review
the day in
report.
which results
were
considered.
XBRL:
Within 24
hours of the
uploading of
PDF results

In case of fresh listing of securities, the listed entity shall, subsequent to the
listing, submit its financial results for the quarter immediately succeeding the
period for which the financial statements have been disclosed in the offer
document for the IPO, within 14 August 2023, or within 21 days from the
date of its listing, whichever is later.

#Compliance Manual
 Regulation Publication of Results • Stock Exchange Within 48
47(3): • At least 1 English hours from
Advertisement national daily & one the conclusion
in the daily Newspaper in of the
newspaper. a Vernacular meeting
language of the
region where the
Registered office of
the Entity is
situated;
• On the website of
the Entity

Event-based Disclosures:
Regulation 32 (1): Statement of Deviation of • To be placed before Within 45
Utilization of Proceeds Audit Committee for days from the
Review. end of each
quarter along
• After such review, to
with Financial
be submitted to the Results in PDF
Stock Exchange(s) along with
XBRL format.

#Compliance Manual
 Reg 32(7): Comments/ Report received • Stock Exchange(s) Within 45 days
(Where co. has from Monitoring Agency from the end of
appointed a each quarter
monitoring
agency) • Placed before the On quarterly
Audit Committee basis, promptly
upon its receipt

Reg 23(3)(d) Review of Omnibus • Audit Committee On quarterly

Approval by Audit basis
Committee [Approval valid
for 1
year]
Regulation 46 - The listed entity shall Any change in
Website maintain a functional the content of
website containing the basic the Website
information about the listed shall be
entity. updated within
2 Working
Days from the
date of
such change.
Regulation 7(4) In case of any change or • On the website of the On entering
appointment of a new RTA, company into the
the listed entity shall enter agreement
into a tripartite agreement
between the existing share
transfer agent, the new
share transfer agent, and
the listed entity.

#Compliance Manual
PART 2
Regulatory Updates:
Quarter April – June 2023

#Compliance Manual
 Introduction of Issue Summary Document (ISD)–

❑ SEBI in its circular dates 15th February 2023 introduced ISD Filling and implementation in the
following phases:

❑ In the first phase, the roll-out shall be of ISD for public issues of specified securities, for offer
documents filed on or after March 01, 2023.

❑ In the second phase, ISD for further issues shall be implemented from April 03, 2023.

❑ In the third phase, ISD for open offer, buy-back, and voluntary delisting shall be implemented
from May 02, 2023

❑ Accordingly, the Stock Exchanges have developed the utilities in order to facilitate the filing of
the ISD by the listed entities.

❑ Therefore, listed entities are required to submit ISD in XBRL format for the Buy-back of equity
shares through a tender offer or from the open offer and for further Issue of securities.

NSE Published FAQs on the filing of

announcements in XBRL format on the NEAPS
platform.

❑ Companies are required to submit disclosure in PDF and XBRL format. XBRL is to be submitted
within 24 hours of submitting the PDF disclosure.

❑ Currently, the PDF submission shall be considered for compliance purposes. The Exchanges shall
issue a circular intimating the date post which only XBRL submissions shall be treated as
 compliance.

❑ Companies are required to go through the Recent FAQ on the filing of announcements in XBRL
format on the NSE (NEAPS) platform.

❑ For more information Circular XBRL FAQs 24042023_0.pdf (nseindia.com).

Model Tripartite Agreement between the Issuer

Company, Existing Share Transfer Agent, and New
Share Transfer Agent as per Regulation 7(4) of
SEBI LODR Regulation, 2015

❑ As per regulation 9A (1)(b) of SEBI (Registrar to an Issue and Share Transfer Agent) Regulations,
1993 RTA shall enter into a legally binding agreement with the body corporate on whose behalf
it is acting as a registrar to an issue or a share transfer agent.

❑ As per regulation 7(4) of SEBI LODR Regulations, 2015 “In case of any change or appointment of
a new share transfer agent, the listed entity shall enter into a tripartite agreement between the
existing share transfer agent, the new share transfer agent, and the listed entity.”

❑ In this respect, SEBI has prepared a model tripartite agreement in Annexure-A Attached below.

❑ For More information SEBI | Model Tripartite Agreement between the Issuer Company, Existing
Share Transfer Agent, and New Share Transfer Agent as per Regulation 7(4) of SEBI (LODR)
Regulation, 2015
 Online processing of investor service requests and
complaints by RTAs

❑ Holders of physical security certificates are required to submit various documents to the RTAs
with respect to various service requests/ complaints.

❑ SEBI has proposed to digitize this process in two phases and provide a mechanism for the investor
to lodge service requests and complaints online and thereafter track the status and obtain
periodical updates which would, inter-alia, confer the following benefits:

a) Database for service requests and complaints.

b) Online acknowledgment and intimation to the investor.

c) Online tracking of the status of service requests and complaints by investors.

❑ For more information SEBI_Circular_08062023.pdf (nseindia.com)

Filing of Annual Secretarial Compliance Report

(ASCR) in XBRL format on the NEAPS platform.

❑ As per the circular, the ASCR under Regulation 24A of SEBI LODR Regulations, 2015 will be filled
in XBRL mode effective from June 15, 2023.

❑ The due date for submission of the Secretarial Compliance Report in XBRL format for the
Financial Year March 31, 2023, is June 30, 2023.
 Closure of Trading Window under Schedule B along
with reg 9 of SEBI(PIT) Regulation 2015

❑ NSE And SEBI issued a circular regarding the imposition of restriction on trading by designated
persons (“DPs”) by freezing the PAN at the security level.

❑ The restriction on trading by DPs by freezing the PAN was implemented for listed entities
forming part of SENSEX 30 and NIFTY 50, for and from the quarter ended September 30, 2022.

❑ To ensure smooth implementation, the provisions of said SEBI circular shall be applicable to the
declaration of financial results by the listed company in a phased manner as per the table given
below:

Quarter End Trading window No. of listed companies to be considered

closure start date from for PIT Regulation

September 30, October 01, 2023 The list of companies shortlisted shall be
2023 shared in a separate circular by July 21,
2023.

December 31, January 01, 2024, The list of additional companies

2023 shortlisted shall be shared in a separate
circular by October 20, 2023.

March 31, 2024 April 01, 2024 All listed companies

❑ Listed entities are required to designate one of the depositories as its designated depository and
provide the information including PAN of Promoter(s), promoter group, director(s), and
designated person(s) in the manner as specified by the depositories according to SEBI circular.

❑ This circular shall come into force from the September 30, 2023, quarter.
 NSE Published FAQs on the submission of the
quarterly Corporate Governance Report.

❑ FAQs are published on the composition of the board of directors, committees, meetings of the
Board of directors, and committees.

❑ Any XML file generated from the BSE utility file can also be uploaded to the NEAPS portal.

❑ A company can revise the records of the already submitted Corporate Governance Report. N
order to revise the already submitted Corporate Governance Report, the companies are
requested to send an email to nsexbrl@nse.co.in along with the details of the reason for the
Revision.

❑ For More Information NSE_Circular_10042023_2_0.pdf (nseindia.com)

PART 3
LODR (Second Amendment)
Regulation, 2023 effective
from July 13, 2023
Regulation Pertaining to NEW PROVISIONS REMARKS, IF ANY
Reg 6(1A) Filing of vacancy i. It has now been provided that any Sec 203 (4) of the Companies
New of Compliance vacancy in the office of the Act, requires that the
Insertion Officer Compliance Officer shall be filled vacancy of (CS, CFO, and CEO
by the listed entity at the earliest / MD / WTD / Manager) shall
and in any case not later than 3 be filled up by the company
months from the date of such within 6 months from the
vacancy. date of such vacancy. In view
of the additional functions
and responsibilities of the
ii. Further any appointment of
Compliance Officer, assigned
interim compliance officer shall be
to him under the LODR
made in a manner similar to the
Regulations, a stricter
appointment of a compliance
timeline of 3 months is
officer.
specified for filling up the
vacancy of such personnel,
so as to ensure smooth
functioning of the company.
Reg 17(1E) Filing of vacancy i. Any vacancy in the office of a
New of Director director shall be filled by the listed
Insertion entity not later than 3 months
from the date of such vacancy,
where such vacancy resulted in
non-compliance with sub-
regulation (1) of Regulation 17.

ii. The time period of three months

will not be available in case of a

#Compliance Manual
 vacancy arising out of the
completion of the term of office.

Reg 26A Vacancies in Any Vacancy in the office of:

New respect of • CEO
Insertion certain KMP
• CFO
• MD
• WTD
• Manager
• CFO
to be filled at the earliest but max
within 3 months from the date of
such vacancy.
Provided that no such person shall be
appointed in an interim capacity till
the filling of the original vacancy.

(Effective date: 30 days from the date

of publication i.e 13.07.2023)
Reg Disclosure on Details of cyber security incidents,
27(2)(ba) Cyber Security breaches, or loss of data or
New Incidents Or documents (necessary for investors to
Insertion Breaches Or Loss understand the associated risks and
impact) are to be disclosed along with
the quarterly Corporate Governance
Report, as may be specified.

#Compliance Manual
 (Effective date: 30 days from the date
of publication i.e., 13.07.2023)
Reg 30(4) Determination Any omission of an event or The amendments shall
of Material information, whose value or the require updation of the
Events expected impact in terms of value, materiality policy at the
exceeds the lower of the following: upcoming meeting of the
Board of Directors.
1. 2% of turnover, as per the
last audited consolidated
financial statements of the
listed entity;

2. 2% of net worth, as per the

last audited consolidated
financial statements of the
listed entity, except in case
the arithmetic value of the
net worth is negative;

3. 5% of the average absolute

value of profit or loss after
tax, as per the last three
audited consolidated
financial statements of the
listed entity.
i. In case the criteria
specified in sub-clauses
(a), (b), and (c) of
Regulation 30(4)(i) are

#Compliance Manual
 not applicable, an event
or information may be
treated as being material
if in the opinion of the
board of directors of the
listed entity, the event or
information is
considered material.

ii. Any continuing event or

information which
becomes material
pursuant to a
notification of these
amendment regulations
shall be disclosed by the
listed entity within 30
days from the date of
coming into effect i.e.,
13.07.2023.

iii. the policy shall assist the

relevant employees of
the listed entity in
identifying any potential
material event or
information and
reporting the same to
the authorized Key
Managerial Personnel, in

#Compliance Manual
 terms of sub-regulation
(5), for determining the
materiality
Reg 30(6) Disclosure of The listed entity shall first disclose to The policy shall assist
Material Events the stock exchange all events or employees of the company
information which are material as in identifying the potential
soon as reasonably possible but not material event/ information
later than the following: and report the same to the
authorized KMP.
(1) 30 minutes from the closure
of the meeting of the BOD in
which the decision
pertaining to the event or
information has been taken;
(2) 12 hours from the
occurrence of the event or
information, in case the
event or information is
emanating(originate) from
within the listed entity;
(3) 24 hours from the
occurrence of the event or
information, in case the
event or information is not
emanating(originating) from
within the listed entity:
Reg 30 A Disclosure Agreements entered into by: The parties are required to
(New requirements i. shareholders, inform the listed entities,
insertion) for certain types where the listed entity is not

#Compliance Manual
 of agreements ii. promoters & promoter group a party to such agreement,
binding listed entities, within a time span of 2
entities iii. Related parties, working days from entering
into such agreements.
iv. directors,
v. key managerial personnel,
Note: In case of such
vi. employees; of the listed
agreements that subsist as
entity or
on the date of notification of
vii. it’s holding,
Clause 5A to Para A of Part
viii. subsidiary, A of Schedule III, the parties
ix. or associate company; to the agreements shall
either among themselves or with a inform the listed entity,
third party, about the agreement to
which such a listed entity is
not a party and the listed
With an intent to:
entity shall in turn disclose to
• Impact the the Stock Exchanges and on
management or its website.
control of the entity,
• Impose restrictions or
create any liability on
the Listed entity, shall
be disclosed to the
Stock Exchanges.
Reg 31(B) Approval for For a company coming up
(New Grant of special i. Shareholders possessing Special with an IPO, all the existing
Insertion) rights to Rights (like the right to appoint a SHAs are canceled or
shareholders: director, the right to say on modified to the extent that
important matters in a meeting, special rights available to
etc.) shall be required to be certain shareholders, except

#Compliance Manual
 mandatorily approved by nominee/nomination rights
shareholders by way of a special and information rights, are
resolution every five years. terminated before listing.
Also was a need for periodic
ii. Any shareholder already approval for the special
possessing such special rights: To rights granted to certain
comply with such stated guidelines shareholders.
within a period of five years from
the date of coming into force of
such regulations.

Exceptions:

1. Any right granted to a

Financial Institution regulated
by the RBI and in a lending
arrangement with such entity
in the normal course of
business.

2. A Debenture Trustee
registered with the Board and
under a subscription
agreement for the issuance of
debentures by the entity AND
where such trustee is a
shareholder as a consequence
of such lending arrangement.

#Compliance Manual
 (Effective date: 30 days from the date
of publication, i.e., 13.07.2023)
Reg 33(3)(j)- Financial Results Listed entities are required to submit
New for a newly their quarterly or annual financial
Insertion listed entity results within the following timelines:
(a) Within 45 days from the end of the
quarter, and,
(d) Annual Audited Financial
Statements- Within 60 days from the
end of the Financial year.
(c) within 21 days from the date of its
listing

whichever is later
Reg 37A- Sale, lease or Sale, disposal or lease
New disposal of an i. Any listed entity carrying out any happens either through
Insertion undertaking sale/disposal of whole or Scheme of Arrangement (as
outside Scheme substantial whole of an prescribed in the Companies
of Arrangement undertaking shall be required to Act and / or the LODR
comply with the following: Regulations and the circulars
issued by SEBI) or outside
1) Prior approval by way of
the Scheme of Arrangement
Special Resolution, whereby
framework, generally
the votes cast by the public
referred to as Business
shareholders in favor of the
Transfer Agreement.
resolution exceed the votes
cast by such public
shareholders against the All such Agreements are now
resolution required to be pre-approved
by the shareholders.
#Compliance Manual
 2) Disclose the object and
rationale for undertaking
such action and the use of
proceeds in the explanatory
statement annexed to the
notice sent to shareholders.

ii. Exceptions to such regulations-

- The compliance requirements
under (i) will not be applicable
in case of the sale of
undertaking to a wholly
owned subsidiary. Where
such undertaking has been
transferred to WOS, neither
the WOS shall not sell or
dispose of the undertaking
nor the listed entity shall
reduce shall its shareholding
in the WOS, without
complying with (i).
- Sale being made pursuant to a
covenant covered under an
agreement made with a
Financial Institution regulated
by the Reserve Bank of India
OR
- Any debenture Trustee
registered with the Board.
#Compliance Manual
 iii. The term ‘undertaking’ shall have
the meaning provided under
Section 180 of the Companies Act,
2013.
.
(Effective Date: on the date of
publication, i.e, 14.06.2023)
Amendment Disclosures with i. With respect to disclosures Scope has been widened by
in Part A respect to related to acquisition or disposal, including sale of whole or
Schedule III acquisitions etc. additional requirements in the substantially the whole of
form of “sale or disposal of the the undertaking and any
subsidiary” and “sale of a stake in sale in the associate
the associate company” have company of the listed entity.
been added.

ii. For determining the conditions of

disclosure, apart from 5% voting
rights or shares or change
resulting in a change of 2% of
voting rights or shares, new
criteria of cost of acquisition or
price meeting the quantitative
criteria inserted in Regulation
30(4) has been provided.

iii. “Sale or disposal of the subsidiary”

and “Sale of stake in the associate
company” shall include:

#Compliance Manual
 a. An agreement to sell or sale of
shares or voting rights in a
company such that the company
ceases to be a wholly owned
subsidiary, a subsidiary, or an
associate company of the listed
entity.

b. An agreement to sell or sale of

shares or voting rights in a
subsidiary or associate company
such that the amount of the sale
exceeds the threshold specified
in Regulation 30(4) of the LODR
Regulations.

(Effective date: 30 days from the date

of publication i.e, 13.07.2023)

Amendment Any “New Ratings” obtained by the

in Part A Listed entity are to be disclosed
Schedule III mandatorily, without applying the
materiality guidelines.
Substitution Disclosures with i. The disclosure concerning fraud Directors, senior
of , Para A(6) respect to and default has been expanded to management, and
Part A default/fraud include directors, senior subsidiary are included in
Schedule III management personnel, or the clause.
subsidiaries. Disclosure in case of

#Compliance Manual
 default will only be required Also, fraud and defaults are
where default has or may have an being defined in the
impact on the listed entity. subclause.

ii. Further disclosure in case of arrest

has been extended to the arrest of
senior Management or director of
the listed entity, whether
occurred within India or abroad

iii. ‘Fraud’ shall include fraud as

defined under Regulation 2(1)(c)
of the Securities and Exchange
Board of India (Prohibition of
Fraudulent and Unfair Trade
Practices relating to Securities
Market) Regulations, 2003.

iv. ‘Default’ shall mean non-payment

of the interest or principal amount
in full when the debt becomes due
and payable.

(Effective date: 30 days from the date

of publication i.e, 13.07.2023)
Substitution Change in i. Any change in senior Senior management is
of Sub-para Directors, KMP management personnel shall included along with the
6, Para A- etc also be disclosed to the Stock existing mentioned
Exchange. personnel.

#Compliance Manual
Part A
Schedule ii. In case of resignation by Key
Managerial Personnel, Senior
Management, Compliance
Officer, or any director (other
than Independent Director), a
letter of resignation along
with detailed reasons shall be
disclosed on the Stock
Exchanges within 7 days of
resignation coming into
effect.

iii. In case of the Managing

Director or the Chief
Executive Officer is unable to
fulfill the requirements of his
role- for >45 days (in a rolling
period of 90 days) to be
disclosed to the Stock
Exchanges along with the
reason for such unavailability
or indisposition.

(Effective date: 30 days from the date

of publication i.e, 13.07.2023)

#Compliance Manual
(Substitution Prior Intimation- Disclosure of the schedule of The Schedule of analyst or
Para A(15)- Analyst/Investor analyst/investor meets to be made at institutional investor’s meet
Part A meet least 2 working days in advance to be disclosed on the Stock
Schedule) excluding the day of intimation and Exchange shall be posted in
the date of meeting. the website at least 2
working days in advance
excluding the date of the
intimation and the date of
the meet
Insertion of Disclosure of i. Any action initiated or
Para A regulatory statutory orders passed by
(18)(19)- actions any regulatory or statutory
Part A body against the listed entity
Schedule III or its directors, key
managerial personnel, senior
management, promoter, or
subsidiary, in relation to the
listed entity, w.r.t following
manners:
a) Search or seizure
b) Re-opening of accounts
under Section 130 of the
Companies Act, 2013;
c) Investigation under
Chapter XIV of the
Companies Act, 2013- To
be disclosed upon the
stock exchange along with
certain mandatory details
to be stated.
#Compliance Manual
 ii. Any action taken on orders
passed by the
Statutory/Regulatory
authorities in respect of the
following against the listed
entity or its directors, key
managerial personnel, senior
management, promoter, or
subsidiary, in relation to the
listed entity:

a) suspension;
b) imposition of fine or
penalty;
c) settlement of
proceedings;
d) debarment;
e) disqualification;
f) closure of operations;
g) sanctions imposed;
h) warning or caution; or
i) any other similar action(s)
by whatever name called;

(Effective date: 30 days from the date

of publication i.e, 13.07.2023)

#Compliance Manual
(Substitution Disclosure of The pendency of any litigation or Previously, there was no
Para B(8)- pending dispute, having an impact on the listed such separate mention of
Part A litigation entity shall be required to be disclosed pending disputes.
Schedule III) to the Stock Exchanges.

(Effective date: 30 days from the date

of publication i.e, 13.07.2023)
Para B(13)- Disclosure of Any delay or default in the payment of
Part A delay in fines, penalties, etc. to any statutory
Schedule III) payment of or regulatory authority shall be
fines required to be disclosed to the Stock
Exchange.

#Compliance Manual
FOR MORE INFORMATION, CONTACT:
Ms. Anjali Aggarwal Mr. Ankit Singhi
Partner & Head – Capital Market Services Head – Corporate Affairs & Compliances,
Corporate Professionals Corporate Professionals
anjali@indiacp.com ankit@indiacp.com
D: +91 11 40622230 | M: +91 9971673336 D: +91 11 40622208 | M: +91 9910888952

KEY OFFERINGS
Rights Issue │ Buy Back Delisting │ Preferential Issue │ OFS │ Bonus Issue │ AIF Registration │
Revocation of Suspension │ Direct Listing │ Migration- SME to Main Board │ Listing Regulations
Advisory │ Split │ QIP │ Debt Issue

WWW.CORPORATEPROFESSIONALS.COM
INFO@INDIACP.COM

DELHI OFFICE MUMBAI OFFICE CHENNAI OFFICE

D-28 & D-38, South Ex., 614, Palms 2, Royal 2nd Floor, Old No 12, Pandaram
Part-I, New Delhi-110049 Palms, Goregaon East, Street, Puraswalkam, Chennai-
Mumbai-400065 600007

#Compliance Manual