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SEBI with the objective of bringing the basic framework governing the regime of Listed Entities in line with the Companies Act, 2013 and at the same time compiling all the mandates of varied SEBI Regulations/Circulars governing Equity as well as Debt segments of capital market under the ambit of a single document, has notified SEBI (Listing Obligations and Disclosure Requirements) Regulations (hereinafter referred as “LODR” or “Listing Regulations”) on September 02, 2015, thereby giving all the listed entities and Stock Exchanges, a time span of 90 days to implement the said Listing Regulations.

However, following two provisions of the LODR have become applicable with immediate effect:

1. Passing of an ordinary resolution instead of special resolution in case of all material related party transactions subject to related parties abstaining from voting on such resolutions in terms of Regulation 23 (4);
2. Reclassification of Promoters as public shareholders under special circumstances prescribed in Regulation 31A.

In the Regulations, while many of the existing provisions of the Listing Agreements have been retained, but at the same time, many new obligations have also been cast on the Listed Companies and their Boards/ KMPs.

The broad framework of Listing Regulations are outlined as follows:

Chapter I : Preliminary Section prescribing the scope of the Listing Regulations;
Chapter II : Guiding Principles Governing Disclosures & Obligations of Listed Entity
Chapter III : Common Obligations of Listed Entities
Chapter IV : Applicability on such entities whose specified securities are listed on the Stock Exchanges

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Specified Securities means equity shares and convertible securities;

Chapter V & VI : Applicability on such entities whose Non-Convertible Debt Securities or Non-Convertible Redeemable Preference Shares are listed on the Stock Exchanges
Chapter VII : Applicability on such entities whose Indian Depository Receipts are listed on the Stock Exchanges
Chapter VIII : Applicability on such entities whose Securitised Debt Instruments are listed on the Stock Exchanges
Chapter IX : Applicability on such entities whose Mutual Fund Units are listed on the Stock Exchanges
Chapter X & XI : Duties & Obligations of the Recognized Stock Exchange(s) and provisions for action in case of default
Chapter XII : Miscellaneous Provisions