Check List-Annual Secretarial Compliance Report

Checklist
17
18
(a) SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015
Sl. No Compliance Requirement Regula- Basic Documents to

tion No. be checked/Verified
1. Whether the Compliance 6 (2) Declaration from

Officer has confirmed the the Company
following: Secretary
(Compliance
(a) conformity with the Officer) and
regulatory provisions disclosures made
applicable to the listed in this behalf.
entity in letter and spirit.
(b) co-ordination with and
reporting to the Board,
recognized stock exchange(s)
and depositories with
respect to compliance with
rules, regulations and
other directives of these
authorities in manner as
specified from time to time.
(c) that the correct procedures
have been followed that
would result in the
correctness, authenticity
and
comprehensiveness of the
information, statements and
reports filed by the listed
entity under these
regulations.
(d) monitoring email address
of grievance redressal
division as designated by the
listed entity for the purpose
of registering complaints by
investors.
2. Whether the listed entity has • Agreement with

7(1)&
appointed SEBI registered Share the RTA and
(3)
Transfer Agent (RTA) and SEBI’s website
submitted Compliance Certificate (For registered
to the Stock Exchange regarding RTA).
compliancewithrespecttoshare • Copy of
transferfacility? Compliance
Certificate.
19
Sl.No Compliance Requirement Regula- Basic Documentsto

tion No. bechecked/Verified
3. Whether the listed entity has 7(4) Copy of the

changed or appointed a new tripartite
Share Transfer Agent (STA)? If agreement.
so, whether tripartite agreement
between the existing and new
Share Transfer Agent and listed
entity has been made?
4. Whether the listed entity has 7(5) Disclosures made

intimated about the appointment to the Stock
of STA to the Stock Exchange Exchange.
within seven days of entering
into the agreement?
5. Whether the listed entity has 9 • Preservation

formulated any policy for policy of the
preservation of the documents, listed entity as
duly approved by its Board of approved by
Directors? the Board of
Directors.
• Board
Resolution.
6. Whether the listed entity has 10 Website of the

filed the reports, statements, Stock Exchange or
documents and any other communications
information with the made to the Stock
recognized Stock Exchange.
Exchange(s) on the electronic
platform as specified by the
SEBI or the recognized Stock
Exchange(s)?
7. Whether, the listed entity has 11 Declaration from

ensured that any scheme of
the Compliance
arrangement /amalgamation /
Officer of the
merger/reconstruction/reduction
listed entity
of capital etc. to be presented to
regarding the same.
any Court or Tribunal does not
in any way violate, override or
limit the provisions of securities
laws or requirements of the
Stock Exchange(s)?
19
However, exemption to this

regulation is granted by way of
circular issued by SEBI on
November 30, 2015. SEBI had
revised such exemption by way of
issuingcircularsonMarch10,2017,
September 21, 2017, January 03,
2018 and also made clarification
related to “record date” on March
23, 2017.
SEBI Circular No. CIR/CFD/CMD/
16/2015datedNovember30,2015
lays down the detailed
requirements to be complied with
by listed entities while
undertaking schemes of
arrangements.
8. Whether the listed entity has 12 • Random debits

used any of the electronic mode in the bank
of payment facility approved by accounts of the
the Reserve Bank of India, in listed entity.
the manner specified in
Schedule I, for the payment of • In case of
the following: physical dis-
patch, proof of
(a) dividends; dispatch.
(b) interest;
(c) redemption or repayment
amounts.
In case, where it is not possible
to use electronic mode of
payment, whether the listed
entity has issued any ‘payable-
at- par’ warrants or cheques?
13(2) SEBI’s SCORES
9. Whether the listed entity has website https://
registered itself on the SCORES scores.gov.in/
platform, in order to handle scores/ Entity
investor complaints Status.html
electronically?
10. Whether the listed entity has filed • Copy of the

13(3)
with the Recognized Stock statement
21

Exchange, a statement with submitted to

respect to investor complaints, the Stock
on a quarterly basis? Exchange.
• Website of
the Stock
Exchange.
11. Whether the statement as 13(4) Minutes ofthe

specified in sub-regulation (3) Board Meeting
has been placed, on quarterly where the
basis, before the Board of quarterly
Directors of the listed entity? statement was
placed.
12. Whether the listed entity has 17(1)

complied with the • Last Quarter
requirements of composition Corporate
of Board of Directors? Governance
Report.
• Board
Resolution.
13. Whether any person appointed 17(1A)
as director has been continuing • Special
the directorship as a non– resolution
executive director beyond the and
age of seventy-five years? explanatory
statement
If yes, whether a special annexed to
resolution has been passed for the notice for
the same? such
resolution.
14. Whether the requisite quorum 17(2A) • Composition of

was present during the Board the Board.
Meetings?
Minutes of Board
15. Whether the Board of Directors 17(5) Meetings of the
have laid down a Code of (a) entire year.
Conduct for all members of the &26(
Board and Senior management 3) • Copy of Code of
of the listed entity? Conduct and
Disclosures on
Website of the
listed entity.
21
22
Sl.No Compliance Requirement Regula- Basic Documents to

• Affirmation of
adherence
given by the
Board of
Directors and
Senior
Management
to the
Compliance
Officer.
17(8)
16. Whether the CEO and CFO • Board
have provided the Resolution.
Compliance Certificate to
the Board of Directors as • Copy of
specified in Part B Schedule II? Compliance
Certificate.
17
17. Whether the listed entity has laid Board Resolution.
(9)(a)
down any procedures to inform
members of Board of Directors
about risk assessment and
minimization procedures?
17A
18. Whether the directors of the • Declaration by
listed entity have breached the the Board.
limit of maximum number of
• Corporate
directorship as required under
Governance
these regulations?
Report of last
quarter
18, 19,
19. Whether the listed entity has • Minutes of the
20 &21
constituted the following meeting ofthe
Committees along with the respective
terms of reference: Committee.
i. Audit Committee; • Corporate
ii. Nomination and Governance
Remuneration Committee; Report.
iii. Stakeholders Relationship • Board

Committee; Resolution.
iv. Risk Management
Committee.
23

Further, whether requisite

quorum was present during the
meeting of the above-mentioned
committees?
20. Whether the listed entity has 22 Whistle Blower

formulated a vigil mechanism Policy or Policy for
for directors and employees? vigil mechanism.
21. Whether the listed entity has 23(1) • Copy of

formulated a policy on Policies.
materiality of related party • Disclosures on
transaction &on dealing with Website.
related party transactions?
• CG Report.
Whether there has been any
complaints made to the Board • Declaration
of Directors? from the
Company
Secretary that
the complaints
received, have
been taken due
care of.
22. Whether the Policies formulated 23(1) Board Resolution

by the listed entity on Related on review and
Party Transactions include approval of
clear threshold limits duly Related Party
approved by the Board of Transactions
Directors? (RPTs).
23. 24(1)
Whether at least one independent Minutes of the
director on the Board of Board Meeting of
Directors of the listed entity is a the listed entity.
director on the Board of Directors
of an unlisted material
subsidiary, whether
incorporated in India or not?
24.
Whether the Audit Committee of
24(2) Minutes of the
the listed entity has also
meeting of Audit
reviewed the financial
Committee of the
statements, in particular, the
listed entity.
investments made by the
unlisted subsidiary?
23
24

25. Whether the minutes of Board 24(3) Minutes of the

Meetings of the unlisted Board Meeting of
subsidiary has been placed at the listed entity.
the Board Meetings of the
listed entity?
26. Whether, the management of the 24(4) Minutes of the

unlisted subsidiary has Board Meeting of
periodically brought to the the listed entity.
notice of the Board of Directors
of the listed entity, a statement
of all significant transactions
and arrangements entered into
by the unlisted subsidiary?
27. Whether any divestment of 24(5) Minutes of the

shares has been made by the Board Meeting of
holding company in the the listed entity.
unlisted material subsidiary?
28. Whether, selling, disposing and 24(6) Special Resolution

leasing of assets amounting to and correspondence
more than twenty percent of the made to the Stock
assets of the material subsidiary Exchange.
on an aggregate basis during a
Copy of approval
financial year approved by a
by the
special resolution prior to such
Court/Tribunal as
event.
the case maybe.
If so, then whether in case of
the sale/disposal/lease be
made under a scheme of
arrangement duly approved
by a Court/ Tribunal, or under
a resolution plan duly approved
under section 31ofthe
Insolvency and Bankruptcy
Code and such an event has
been disclosed to the
recognized Stock Exchanges
within one day of the resolution
plan being approved.
25

29. Whether the listed entity and its 24A Secretarial Audit
material unlisted subsidiaries Report.
incorporated in India have
undertaken any Secretarial
Audit?
Whether the independent

30. 25
director(s) of the listed entity has Declaration from
complied with all the the independent
obligations director.
asrequiredunderregulation25?
31. 26
Whether the directors of the listed Declaration/
entity are not members in more undertaking from
than ten committees or do not act the director
as chairpersons of more than five confirming the
committees across all listed entities same.
in which they are a director?
32. Whether the non-executive 26(4) • Notice of the

directors have disclosed their general
shareholding, in the notice to meeting.
the general meeting, in which
they are supposed to be • Consent letter
appointed? from the non-
executive
directors.
• Declaration
from the non-
executive
directors
regarding the
shareholding.
33. Whether any employee 26(6) • Certified copy of

including Key Managerial the Board
Personnel or director or Resolu tion/
promoter of a listed entity has Ordinary
not entered into any agreement Resolution.
for himself or on behalf of any • C
other person, with any orrespondenc
shareholder or any other third e made to the
party with regard to Stock
compensation or profit sharing Exchange for
in connection with dealings in public dissemi-
the securities of
25
26

such listed entity, without prior nation of such

approval for the same has been agreement.
obtained from the Board of
Directors as well as public
shareholders by way of an
ordinary resolution?
Whether such agreement, if any,
subsisting or expired, entered
during the preceding three
years from the date of coming
into force of this sub-regulation,
has been disclosed to the Stock
Exchanges for public
dissemination?
34. Whether the listed entity has • Stock Exchange

27(2)
submitted to the Stock website.
Exchange the quarterly
compliance report on Corporate • Copy of the
Governance duly signed by same may be
the compliance officer or the obtained from
CEO of the listed entity? the CEO or
Compliance
Officer.
35. 28(1) •Application

Whether the listed entity has made to the
issued any securities? If so, S t o c k
whether the listed entity has Exchange.
obtained ‘in-principle’ approval
from recognized Stock Exchange? • Approval letter
received from
the Stock
Exchange.
36. 29 •C o r r e s p o n -
Whether the listed entity has dencemade
given prior intimation to the with the Stock
Stock Exchange about the Exchange.
Board Meeting where the
•Declaration
following proposal was due
from the
to be considered:
Compliance
– financial results viz. Officer about
quarterly, half yearly, or the intimation
annual, as the case may be;
27

– buyback of securities; of the

proposed
– voluntary delisting; corporate
– fund raising by way of actions.
further public offer, rights
issue, American
Depository
Receipts/Global Depository
Receipts/Foreign Currency
Convertible Bonds,
Qualified Institutions
Placement, debt issue,
Preferential Issue or any
other method and for
determination of issue
price;
– declaration/ recommendation
of dividend;
– declaration of bonus
securities;
– any alteration in the form or
nature of any of its
securities that are listed on
the Stock Exchange or in the
rights or privileges of the
holders thereof;
– any alteration in the date on
which, the interest on
debentures or bonds, or the
redemption amount of
redeemable shares or of
debentures or bonds, shall
be payable.
• List of material
37. Whether the listed entity has
30(1) events which
made disclosure of any material
has been
events or information?
disclosed to
the Stock
Exchange by
Compliance
Officer of the
listed entity.
27
28

•Declaration
from the
Compliance
Officer that no
other material
event has
taken place
during the
period.
38. Whether the listed entity has 30(4) • Copy of Policy

framed a policy for (ii) duly
determination of materiality, as approved by
per the criteria specified duly the Board of
approved by the Board of Directors.
Directors?
• Board
Resolution.
• Website of the
listed entity
Whether the listed entity has 30(8) • Website of the

39. listed entity.
any archival policy?
Whether all the event and • Copy of the
information under Regulation archival
so been disclosed on the policy.
website?
40. Whether the listed entity has • Shareholding
31(1)
submitted to the Stock pattern filed
Exchange(s) a statement showing with the Stock
holding of securities and Exchange.
shareholding pattern separately
• Website of the
for each class of securities, within
Stock Ex-
the prescribed timelines?
change.
41. Whether the entire promoter and 31(2) • Declaration

promoter group shareholding is from the
in dematerialized form? promoters in
this regard to
be obtained.
• Website of the
Stock Ex-
change.
29

• Formats in
which share-
h o l d i n g
pattern has
been filed.
42. Whether any person has applied 31A(2) • P u b l i c

for re-classification of his/her announcemen
status as a promoter or public? t and
shareholder
If yes, whether the listed entity resolution.
has made any application to the
Stock Exchange in this behalf? •Application
letter received
from the Stock
Exchange
granting
permission for
such re-
classification.
43. Whether any of following 31A(8) •Correspon-

material events has been disclosed dence made to
by the listed entity to the Stock the Stock
Exchanges as soon as Exchanges.
reasonably possible as and not •Declaration
later than twenty-four hours from the
from the occurrence of the Compliance
event? Officer to be
taken in this
(a) receipt of request for re-
regard.
classification by the listed
entity from the promoter(s)
seeking re-classification;
(b) minutes of the Board
Meeting considering such
request which would
include the views of the
Board of Directors on the
request;
(c) submission of application
for re-classification of status
as promoter/public by the
listed entity to the Stock
Exchanges;
29
30

(d) decision of the Stock

Exchanges on such
application as communicated
to the listed entity.
44. Whether, the listed entity has 32(1) • Stock Ex-

submitted to the Stock change web-
Exchange on quarterly basis a site.
statement of deviation (s) or
variation(s), if any? • Communi-
cation made to
the Stock
Exchange.
• Copy of
statement of
deviation (s)or
variation(s).
45. Whether the listed entity has 32(4) Explanation to the

furnished an explanation for the Boards’ Report.
variation specified in sub-
regulation (1), in the directors’
report in the annual report?
46. Whether the listed entity has 33(3) • Board’s report.

submitted its:
• Minutes of
• quarterly and year-to-date Board Meeting
standalone financial results; where the
• quarterly / year-to-date financial
consolidated financial results results have
[in case of subsidiaries(s)]; been approved.
• annual audited standalone
financial results along with • Website of the
the audit report and Stock Ex-
Statement on Impact of change.
Audit Qualifications
(applicable only for audit
report with modified
opinion);
• audited or limited reviewed
financial results.
31

47. Whether the listed entity has also 33(3) A declaration from
submitted as part of its (f),(g) the listed entity
standalone or consolidated &(h) regarding comp-
financial results for the half liance of the same.
year, by way of a note, a
statement of assets and
liabilities as at the end of the
half-year?
Whether, the listed entity has also
submitted as part of its
standalone and consolidated
financial results for the half
year, by way of a note,
statement of cash flows for the
half-year?
Whether, the listed entity has
ensured that, for the purposes
of quarterly consolidated
financial results, at least eighty
percent of each of the
consolidated revenue, assets and
profits, respectively, would have
been subject to audit or in case
of unaudited results, subjected
to limited review?
48. • Proofofdispatch
Whether the listed entity has 34(1) in case of
submitted to the Stock Exchange
physicalcopyand
a copy of annual report?
if sent elec-
tronically, inthat
case e-mail sent
in thisregard.
• Correspondence
made with the
Stock Exchange.
• Copy of Annual
Report of the
listed entity.
49. • Copy of the BRR

Whether the listed entity has
34(2) filed with the
submitted the copy of Business
(f) Stock Exchange.
Responsibility Report (BRR) with
the Stock Exchange?
31
32

50. Whether the listed entity has sent 36 Proof of dispatch.

all the requisite documents and
information as required under
these regulations to be sent to the
shareholders?
51. In case of the appointment of a 36(3) • Notice given in

new director or re-appointment this regard.
of a director, whether the
shareholders were provided • Annual report.
with the following information?
(a) A brief resume of the
director;
(b) nature of his expertise in
specific functional areas;
(c) disclosure of relationships
between directors inter-se;
(d) names of listed entities in
which the person also holds
the directorship and the
membership of Committees
of the Board; and
(e) shareholding of non-
executive directors.
52. 37(1) • Related dis-

Whether the listed entity has closures made
obtained Observation letter or to the Stock
No-objection Letter from Stock Exchange.
Exchange for Draft Scheme of
Arrangement & Scheme of • Notice/ letter
Arrangement? informing
about the same
Exemption has been granted by way scheme of
of circular issued by SEBI on arrangement.
November 30,2015. SEBI had
revised such exemption by way of •Declaration
issuing circulars on March 10, from the
2017, September 21, 2017, Compliance
January 03, 2018 and also made Officer that it
clarification related has complied
to“recorddate”onMarch23, 2017.
33

with the Cir-

culars issued
by SEBI in
this regard.
53. Whether the listed entity has 38 Shareholding

complied with the requirements pattern of the listed
of minimum public entity submitted to
shareholding as specified in the Stock Exchange.
Rule 19(2) and Rule 19A of the
Securities Contracts
(Regulation) Rules, 1957?
54. Whether the listed entity has 39(3) Intimation made to

submitted information regarding the Stock Exchange.
loss of share certificates and issue
of duplicate share certificates to
the stock exchange?
Whether the listed entity has 42(1) Notices given to the

55.
intimated the record date to Stock Exchange on
all the Stock Exchange(s) each corporate
where it is listed? action.
56. Whether the listed entity has 43(1) Dividend declared.

declared and disclosed the
dividend on per share basis
only?
57. 43A(1) • Website of the

Whether the listed entity(top listed entity.
500) has formulated a dividend
• Annual report.
distribution policy?
58. 44(3) Communication

Whether the listed entity has made to the Stock
submitted the details of voting Exchange
results to the stock exchange? regarding voting
results.
33
34

59. Whether the listed entity (if 44(5) Minutes of the

falling within the top 100 entities &(6) Annual General
by market capitalization) has Meeting.
held its Annual General Meeting
within a period of five months
from the date of closing of the
financial year?
60. Whether the listed entity has 45(1) • Disclosures

changed its name during the made to the
past one year? Stock Exchange
and RoC.
• Chartered
Accountant cer-
tificate
provided in this
regard.

maintained a functional website Website of the
containing the basic listed entity.
information about the listed
entity?
62. Whether the listed entity has 47(1) Copy of

published the following in the newspapers where
newspaper: such
information are
— Notice of Board Meeting
published.
where financial results has
been discussed.
— Financial results along with
modified opinion(s) or
reservation (s), if any.
— Statement of deviation(s)or
variation(s).
— Notices given to shareholders
by advertisement.
35
Obligations of listed entity which has listed its Non-Convertible

Debt Securities or Non-Convertible Redeemable Preference Shares
or both

tion No. be checked/ Verified
63. Whether the listed entity has given 50(1) • Correspondence

prior intimation to the Stock made to the
Exchange(s) at least eleven working Stock
days before the date on and from Exchange.
which the interest on debentures
•Declaration
and bonds, and redemption
from the
amount of redeemable shares
Compliance
or of debentures and bonds has
Officer.
been payable?
64. Whether the listed entity has 50(2) • Correspondence

intimated to the Stock made to the
Exchange(s), its intention to Stock
raise funds through new non- Exchange.
convertible debt securities or
•Declaration
non-convertible redeemable
from the
preference shares which it
Compliance
proposes to list either through a
Officer.
public issue or on private
placement basis, prior to issuance
of such securities?
Whether the above intimation
has been given prior to the
meeting of Board of Directors
wherein the proposal to raise
funds through new non-
preference shares was
considered?
65. • Correspondence
50(3)
Whether, the listed entity has made to the
intimated to the Stock Stock
Exchange(s), at least two Exchange.
working days in advance, •Declaration
excluding the date of the form the
intimation and date of the Compliance
meeting, regarding the meeting Officer.
of its Board of Directors, at
which the
recommendation or
35
36

declaration of issue of non-

any other matter affecting the
rights or interests of holders of
non- convertible debt
securities or non-convertible
redeemable preference shares
is proposed to be considered?
66. Whether the listed entity has 51 Fax/ e-mail etc.

promptly informed the Stock communication made
Exchange(s) of all information to the Stock
having bearing on the Exchange.
performance/operation of the
listed entity, price sensitive
information or any action that
would have affected the
payment of interest or dividend
of non- convertible preference
shares or redemption of non-
redeemable preference shares?
67. Whether the listed entity has 52(1), • Minutes of the

submitted the following to the (2),(3) Board meeting
Stock Exchange? &(7) where the
financial results
• Half yearly un-audited or were approved.
audited Financial Results;
• Un-audited financial results • Correspondence
accompanied by limited made with the
review report; Stock
• Statement of Material Exchange to
Deviations; submit the
• Modified opinion(s); same.
• Statement on Impact of
Audit Qualifications (for • Website of the
audit report with modified Stock Exchange.
opinion);
• Annual audited financial
results;
• Limited review report.
37
Sl.No ComplianceRequirement Regula- Basic Documentsto

tionNo. be checked/Verified
68. Whether the listed entity, while 52(4) Certificate given

submitting half yearly / annual by the debenture
financial results, has disclosed trustee regarding
the various line items as required compliance of the
under sub-regulation (4), along same.
with the financial results?
69. While submitting the 52(5) Correspondence /
information required under Copy of the
sub- regulation(4),whether the certificate
listed entity has been submitted to the
submitted to the Stock Stock Exchange.
Exchange(s), a certificate
signed by debenture trustee
that it has taken note of the
contents?
70. 52(8)
Whether, the listed entity has,
within two calendar days of the Copies of the
conclusion of the meeting of the newspaper where
Board of Directors, published the the financial results
financial results and statement are published.
referred to in sub-regulation (4),
in at least one English national
daily newspaper circulating in
the whole or substantially the
whole of India?

71. maintained hundred per cent 54(1) Certification given
asset cover sufficient to by Practising
discharge the principal amount Company
at all times for the non- Secretary or
convertible debt securities Practising
issued, in respect of its listed Chartered
non-convertible debt Accountant
securities? under Regulation
56 (1) (d).
72. Whether, the listed entity has 54(2) Correspondence

disclosed to the Stock Exchange
made with the
in quarterly, half-yearly, year-to-
Stock Exchange.
date and annual financial
statements, as applicable, the
extent and nature of security
37
38

created and maintained with

respect to its secured listed
non- convertible debt
securities?
73. Whether each rating obtained 55 Declaration from the

by the listed entity with respect CRA.
to non-convertible debt
securities has been reviewed at
least once a year by a Credit
Rating Agency (CRA) registered
with SEBI?
Whether the listed entity has, 56(3) E-mails/fax

74.
subject to the consent of the through which the
debenture trustee, sent the information has been
information stipulated in sub- sent to the Stock
regulation (1), in electronic form/ Exchanges.
fax?
Whether the listed entity has 57 Copy of certificates

75. submitted a certificate to the and undertakings
Stock Exchange with in two submitted to the
days of the interest or principal Stock Exchange.
or both becoming due that it
has made timely payment of
interests or principal
obligations or both in respect of
the non-convertible debt
securities?
76. 58 • Proof of
Whether the listed entity has dispatch in case
provided an undertaking to the of hard copy
Stock Exchange(s) on annual and in case of
basis stating that all documents electronic mode,
and intimations required to be emails sent in this
submitted to Debenture Trustees regard.
in terms of Trust Deed and SEBI
(Issue and Listing of Debt • For bounce e-
Securities) Regulations, 2008 mails, hardcopy
have been duly submitted ? of the same has
been dispatch
and proof of
dispatch.
39

77. Whether the listed entity has sent 59(1) Letter of approval
all the documents/notices/proxy received from the
forms to holders of non- Stock Exchange.
convertible debt securities and
preference shares?
not made material
modification without prior
approval of the stock
exchange(s) where the non-
convertible debt securities or non-
convertible redeemable preference
shares, as applicable, are listed,
to:
(a) the structure of the debenture
in terms of coupon,
conversion, redemption, or
otherwise.
(b) the structure of the non-
convertible redeemable
preference shares in terms
of dividend of non-
convertible preference
shares payable, conversion,
redemption, or otherwise.
78. 60 • P u b l i c
Whether the listed entity has fixed announcement
a record date for purposes of made in this
payment of interest, dividend regard.
and payment of redemption
• Corresponden
or repayment amount or for such
ce made to the
other purposes as specified by
Stock
the Stock Exchange and whether a
Exchange inti-
notice has been given to the Stock
mating about
Exchange to intimate about the
thesame.
same notice in advance of at
leasts even working days
(excluding the date of
intimation and the record date)?
39
40

79. Whether, the listed entity has 61(1) Debits made in the
ensured timely payment of bank the account
interest or dividend of non- created for this
convertible redeemable preference purpose.
shares or redemption payment?
80. Whether, the listed entity has not 61(2) Credits made to
forfeited unclaimed interest/ the IEPF.
dividend and such unclaimed
interest/dividend has been
transferred to the ‘Investor
Education and Protection Fund’
(IEPF) set up as per Section 125
of the Companies Act, 2013?
81. Whether, the listed entity has 62 • Website of the

maintained a functional website (1)&(2) listed entity.
containing the information as
required under sub-regulation (1) • Copy of the
about the listed entity and a press release.
press release has been issued
with respect to the events
specified in this sub-regulation?
42
(b) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

IPO/FPO

tion No./ be checked/ Verified
Section
1. Whether the listed entity has 23 & Copy of

appointed a merchant banker 121 agreements of the
and other intermediaries? appointments.
2. Whether the listed entity has filed 25 & Website of SEBI/

the draft offer document and 123 Stock Exchange/
offer document with RoC.
SEBI/Stock Exchanges/RoC?
3. Whether the utilization of 7(2)& Draft offer

proceeds for General Corporate 104(2) document &
Purposes have not been monitoring
exceeded twenty-five per cent agency report/
of the amounts generated by the utilization
issuer? certificate.
25(9)&
123(9) Copy of all the
submitted the following
do c u m e n t s /
documents with the SEBI?
Certificates (due
• a statement certifying that all diligence certi-
changes, suggestions and ficate, auditor’s
observations made by the certificate etc.)
SEBI have been submitted with
incorporated in the offer SEBI.
document;
• due diligence certificate as
per Form C of Schedule V;
• a copy of the resolution
passed by the Board of
Directors of the issuer for
allotting specified securities
to promoter(s) towards
amount received against
promoters’ contribution,
before opening of the issue;
• a certificate from a statutory
auditor, before opening of
the
43

tionNo./bechecked/Verified
Section
issue, certifying that

promoters’ contribution has
been received in accordance
with these regulations;
• a due diligence certificate as
per Form D of Schedule V,
in the event the issuer has
made a disclosure of any
material development by
issuing a public notice
pursuant to para 4 of
Schedule IX.
5. Whether the listed entity has 41(1)& Stock Exchange

made arrangements for the use 137(1) website/listed
of proceeds of the issue to be entity’s website.
monitored by a public financial
institution or by a scheduled
commercial bank named in the
offer document as bankers of
the issuer, if the issue size,
excluding the size of offer for
sale by selling shareholders,
exceeds one hundred crore
rupees?
6. Whether, the listed entity has 43(1) Copy of the

made a pre-issue advertisement &139 newspaper where
in one English national daily (1) advertisement has
newspaper with wide been published.
circulation, Hindi national daily
newspaper with wide
circulation and one regional
language newspaper with
wide circulation at the place
where the registered office of
the issuer is situated containing
the disclosures as specified in
Part A of Schedule X?
45(2) Refund orders/

7. Whether all application moneys &141 certificate of posting.
received has been refunded to
(2)
the applicants in case of non-
receipt
43
44

Section
of minimum subscription of
ninety percent of the offer
within fifteen days of the
closure of the issue?
8. Whether the listed entity has 50(2)& • Demat a/c

done the allotment, credit of 146(2) &Bank a/c,
dematerialized securities and statements etc.
refund or unblocking of • Return of a
application monies, as may be llo t m e n t
applicable, electronically? (PAS-3).
9. Whether a post-issue 51(1)& Copy of

advertisement has been made in 147(1) newspaper where
accordance with the details the
specified in the regulation? advertisement has
been published.
10. Whether the listed entity has 55 &

submitted a final post-issue 151 • Correspondence
report as specified in Part A of made with the
Schedule XVII, along with a due Stock Ex-
diligence certificate as per the change.
format specified in Form F of • Copies of the
Schedule V, within seven days of report.
the date of finalization of basis
of allotment or within seven • Certificates sub-
days of refund of money in case mitted to the
of failure of issue. Stock Ex-
change.
IPO/FPO of Convertible Debt Instruments and warrants
11. Whether the listed entity has not Proviso Undertaking from
been in default of payment of to Reg. the listed entity has
interest or repayment of 9 to be taken in this
principal amount in respect of &Provi regard.
debt instruments issued by it to so to
the public, if any, for a period of Reg.
more than six months? 106
45

Section
12. Whether credit rating has been 10(1) Details of credit

obtained from at least one (a) & rating received
Credit RatingAgency? 107(1) from the Credit
(a) Rating Agency
and offer
document.
13. Whether the company has 10(1)
appointed one or more (b) & Appointment
debenture trustee registered? 107(1) letter/ agreements.
(b)
14. Whether the Debenture 10(1)

Redemption Reserve has been (c) & Standalone Balance
created as per sub-rule(7) of 107(1) Sheets.
Rule 18 of Companies(Share (c)
Capital and Debentures)
Rules,2014?
15. Whether in case of secured Form CHG.9 for

10(1)
debentures, the listed entity has verifying the same.
(d) &
created charge on the security?
107(1)
(d)
In case of FPO, where the value MGT. 14 for special
16.
of non-convertible portion of 108(a) resolution.
partly convertible debt
instruments exceeds fifty lakhs
the same may be rolled over
without change in interest rate
only when 75% of holders of
convertible debentures have
approved the rollover through
a resolution by postal ballot?
17. Whether debt securities have Balance Sheet.

been issued for financing or 12 &
providing loan to or acquisition 110
of shares of any person who is
part of the promoter group or
group companies?
45
46

Section
18. Whether warrants have been 13(a)& Offer document and

issued along with IPO/FPO, the 111(a) allotment letters.
tenure of such warrants has not
been exceeded a period of
eighteen months from the date of
allotment in such IPO/FPO?
Post-listing exit opportunity for dissenting shareholders
19. Whether there has any change 59& Declaration from

in objects or variation in the 157 the listed entity in
terms of contract related to this regard to be
objects referred to in the offer taken.
document and if so, the
promoters, or shareholders in
control of an issuer, has
provided an exit offer to
dissenting shareholders as
provided for in the Companies
Act, 2013 and as per conditions
and manner provided in
Schedule XX to these
regulations?
47
Rights Issue

Section
20. Whether the aggregate value of 60 Draft Letter of offer

the specified securities issued on filed with SEBI/
rights basis exceeds ten crore Website of SEBI.
rupees or more?
21. Whether the listed entity has Section Certified true copy
passed are solution by the 62 (1) of Board
Board of Directors approving of the Resolution.
the proposed Rights Issue? Compa
nies
Act,
2013
22. Whether the listed entity has Section

passed any shareholder 62 (1) Copy of Form No.
resolution, in case of the of the SH 7 and MGT14
following: Compa- filed with RoC.
nies
• increase in the authorised Act,
share capital required) 2013
(special resolution)
• for issue of securities under
proposed rights issue.
23. Whether there is any 61

restraining, prohibiting or Information on
debarring order against the debarment on SEBI’s
listed entity or any of its website, CIBIL
promoters by SEBI or any other database and
regulatory authority? declaration to be
obtained from
Whether any of the promoters company in this
or directors is a wilful defaulter regard.
or it is in default of payment of
interest or repayment of
principal amount in respect of
debt securities issued by the
listed entity to the public, if any,
for a period of more than six
months?
47
48

Section
24. Whether the listed entity has 621(1)(a) Copy of

obtained in-principle approval application letter
for listing of its specified submitted to the
securities issued on rights basis? Stock
Exchange.

ensured that not more than 25 per Letter of offer /
cent of the total amount raised Monitoring
by issuance of specified agency report.
securities is being allocated
for general corporate purposes,
as mentioned in the objects of
the issue in the draft letter of
offer and letter of offer filed with
SEBI?
26. 68(1)
Whether the listed entity has • Website of the
announced a record date for the Stock
purpose of determining the Exchange.
shareholders eligible to apply
• Notice where
for specified securities in the
record date
proposed rights issue?
has been
announced.
27. Whether, the listed entity has

SEBI Communications
informed to the Stock Exchange,
Listing made to the Stock
2workingdayspriortotheBoard
Regula- Exchange.
Meeting where the proposal of
tions
rights issue is to be considered?
2015

69 Appointment letter,
appointed a compliance officer,
lead manager and other Agreements and
intermediaries? intimation made to
the Stock Exchange
in this regard.
29. Whether the lead manager has 71(2)

submitted the following to the Certified copy of
SEBI along with the draft letter Certificates sub-
of offer? mitted in this
behalf.
49

Section
• A certificate, confirming that
an agreement has been
entered into between the
issuer and the lead
manager(s);
• A due diligence certificate;
• A due diligence certificate
from the debenture trustee in
case of an issue of
convertible debt
instruments;
• A certificate confirming
compliance of the conditions.
30. Whether the listed entity has 82 Utilization Report.

appointed any monitoring
agency, if yes, whether the
monitoring agency has
submitted its report to the
company that atleast 95% of the
proceeds of the issue,
excluding the proceeds raised
for general corporate purposes
have been utilized on a
quarterly basis?
31. Whether a pre-issue 84(1) Relevant copy of

advertisement for the rights newspaper where
issue has been made in the advertisements
accordance with the details are published.
specified in the regulation, at
least three days before the
opening of the issue in at least
one English national daily
newspaper with wide
circulation, one Hindi national
daily newspaper with wide
circulation and one regional
language daily newspaper with
wide circulation at the place
where registered office of the
issuer is situated?
49
Section
32. Whether the listed entity has 91(1) • Return of

ensured that the specified allotment
securities has been allotted and/ 293 (Form
or application monies has been No.PAS-3)
refunded or unblocked? • Refund order.
33. Whether a post-issue 92(1)

advertisement for the rights Relevant copy of
issue has been made in newspaper where
accordance with the details the advertisement
specified in the regulation? are published.
34. Whether the listed entity has 96

submitted the initial-post issue Copy of Initial
report and final post issue- and Final post
report? issue reports
submitted.
51
Bonus Issue
Section
35. For the issue of bonus shares 293 • Certified true

following points must be taken copy of
into consideration as per resolution.
section 63 of Companies
• Articles of
Act,2013:
Association
a. Whether the issue has been
authorised by its articles? • Declaration from
the listed entity
b. Whether the listed entity has regarding the
been authorised to make default/fugitive
provisions in the AOA by offender/Balance
passing resolution in the Sheet.
general meeting for
capitalization of profits? • Declaration from
c. Whether it has defaulted in the Board of
payment of interest or Directors that
principal in respect of fixed bonus shares
deposits or debt securities has not been
issued by it? issued in lieu of
dividend.
d. Whether it has defaulted in
respect of the payment of
statutory dues of the
employees, such as,
contribution to Provident
Fund, gratuity and bonus?
e. Whether any partly paid-
up shares, if any
outstanding on the date of
allotment, are made fully
paid-up?
f. Whether the listed entity
which has not withdrawn
the bonus issue, once
announced by the Board of
Directors recommending
the same?
g. Whether the bonus shares
has not been issued in lieu
of dividend?
h. Whether any of its promoters
or directors is not a fugitive
economic offender?
51
Section
36. Whether the bonus has been 294(3) Balance sheet

issued only out of free reserves?
If the bonus is issued out of
reserves built out of the genuine
profits or securities premium
collected in cash only and
reserves created by revaluation
of fixed assets has not been
capitalised for the purpose of
issuing bonus shares?
37. Whether the listed entity has RBI A certified true

filed FCGPR form with the Guide- copy of the
Reserve Bank of India in lines acknowledgement
respect of allotment of bonus of the FCGPR
shares to foreign Form.
entities/shareholders within
30daysofissueofshares.
53
Preferential Issue
Section
38. Whether special resolution has 160(b) MGT 14 filed with

been passed by the the RoC.
shareholders of the listed entity
for making the preferential
issue?
39. Whether the additional 163(1) Copy of the e x

disclosures as specified in the p l a n a t o r y
regulations were also made in statement/ statutory
the explanatory statement of auditor’s certificate.
the notice for the general
meeting proposed for passing
special resolution?
40. Whether the consideration for 169(4) Bank details/

specified securities, if paid in Statutory auditor’s
cash, has been received from certificate.
respective allottee’s bank
account?
41. Whether the preferential 170(3) • Disclosures

allotment attracts the made to the
provisions of the SEBI (SAST) Stock Exchange.
Regulations, 2011 with regard to
the obligation to make an open • Shareholding
offer? pattern.
42. 170(4) Demat account

Whether all the allotment has with the
been made in dematerialized depository/
form? depository partici-
pant.
53
54
Qualified Institutions Placement (QIP)

Section
43. Whether a special resolution 172(1)(a) MGT-14 filed

approving the QIP has been with RoC.
passed specifying that the
allotment would be made
through QIP?
44. Whether the promoters and 173 Announcements

members of promoter group made to the Stock
has made an offer for sale Exchange and
through a QIP to achieve the public.
minimum public shareholding?
45. Whether the lead manager has 174(3) Copy of due

submitted a due diligence diligence certificate
certificate along with a copy of submitted to the
preliminary placement document Stock Exchange.
to the Stock Exchange stating
that securities are being issued
under the QIP and the listed
entity has complied with the
requirement of the SEBI (ICDR)
Regulations, 2018?
46. Whether the QIP has been made 175(4) Website of the
on the basis of placement Stock Exchange.
document and the same has
been uploaded on the website of
the Stock Exchange along with
the disclaimer required?
47. Whether allotment has been 179 Return of

made in accordance with the Allotment(PAS-3).
requirements as specified under
regulation 179 of the SEBI (ICDR)
Regulations, 2018?
55
(c) SEBI (Substantial Acquisition of Shares

and Takeovers) Regulations,2011

1. Whether the acquirer has made 3, 4 & 5 • Public

a public announcement of an Announce-
open offer for acquiring shares ment.
of a target company in terms
• Share Capitalin
of regulations 3, 4 or5?
the balance
sheet.
• Change in
shareholding
pattern.
2. Whether the acquirer has made 5A(2) Copies of the

an announcement, in case an newspaper.
offer made is not successful, in
respect of such failure in all the
newspapers in which the
detailed public statement was
made that it has complied
with all the applicable
provisions of these
regulations?
5A(3) Related letter of

3. Whether in the event of failure offer filed with
of the delisting offer made, the SEBI.
open offer obligations has been
fulfilled by the acquirer in the
manner as provided under
Regulation 5A(3)?
Public announce-
6(1)
4. Whether, an acquirer, who ment made in this
together with persons acting in regard.
concert with him, has held
shares or voting rights in a
target company entitling
them to exercise twenty-five
per cent or more but less than
the maximum permissible
non-public shareholding, has
been entitled to voluntarily
make a public announcement
of an open offer for
55
57

acquiring shares in accordance

with these regulations, subject to
their aggregate shareholding
after completion of the open
offer not exceeding the
maximum permissible non-
public shareholding?
5. Whether any voluntary offer 6(2) Share capital built

has been made by the acquirer up and
or any person acting in concert shareholding
with him who has acquired pattern.
shares of the target company in
the preceding fifty-two
weeks without attracting the
obligation to make a public
announcement of an open
offer?
6. Whether any person who is a

6A
wilful defaulter has not made a Declaration from the
public announcement of an listed entity in this
open offer for acquiring shares regard to be taken.
or enter into any transaction
that would attract the
obligation to make a public
announcement of an open offer
for acquiring shares under
these regulations?
7. Any person who is a

6B Declaration from the
fugitive economic offender has
listed entity in this
not made a public regard to be taken.
announcement of an open offer
or make a competing offer for
acquiring shares or enter into
any transaction, either
directly or indirectly, for
acquiring any shares or voting
rights or control of a target
company?
8. Whether open offer for 7(1)

acquiring shares to be made by Public announce-
the acquirer and persons acting ment and open offer
in concert document.
57
withhimunderRegulation3and
Regulation 4 has been made for
at least twenty-six per cent of
total shares of the target
company, as of tenth working
day from the closure of the
tendering period?
9. Whether the acquirer has been 7(3) Open offer

brought down the non-public procedure
shareholding to the level followed in this
specified and within the time behalf and
permitted under Securities relevant docu-
Contract (Regulation) Rules, ments.
1957,in the event the shares
accepted in the open offer were
such that the shareholding of the
acquirer taken together with
persons acting in concert with
him pursuant to completion of
the open offer results in their
shareholding exceeding the
maximum permissible
non-public
shareholding?
10. 8
Whether the requirements with Related document
respect to offer price has been and open offer
complied with? procedure.
11. 11(1)
Whether the SEBI has granted Application made
exemption from the obligation to by the listed entity
make an open offer for and the letter
acquiring shares under these received from SEBI
regulations? granting the
exemption.
Whether merchant banker has

12. 12
been appointed? A g r e e m e n t
appointment letter
of merchant
banker.
59

13. Whether the public 13(1) Public announce-

announcement has been made ment made in this
on the date of agreeing to regard.
acquire shares or voting rights
in, or control over the target
company ?
14. 14(3) Copies of

Whether, the acquirer has newspaper editions.
published detailed public
statement not later than five
workings days of the public
announcement?
15. 14(4) • Website of Stock

Whether the acquirer has after Exchange.
publication of detailed public
• Correspondence
statement in the newspaper, sent
made to SEBI/
a copy of the same to –
Stock Ex-
(i) The SEBI; change/ Target
Company.
(ii) All the stock exchanges
where the shares of the
target company are listed;
(iii) The target company at its
registered office?
16. 15 Public announce-

Whether the public ment made in this
announcement has contained regard.
all the information as required
under these regulation?
17. 16 Correspondence
Whether draft offer letter has regarding filing
been filed with SEBI? made in this behalf
to SEBI.
18. 17 • Bank Account.

Whether escrow account has
been opened? • Details of
Escrow A/c.
59
60

19. Whether the letter of offer have 18(2) • Proof of

been dispatched to shareholders dispatch.
whose names appear on the
• In case of dis-
register of members of the
patch through
target company as on the
electronic
identified date?
mode, e-mails
sent to the
shareholders.
• In case of
bounce e-
mails, proof of
dispatch of
p h y s i c a l
delivery.
20. In case, conditional offer has 19

been made, whether the open Certified copy of
offer made pursuant to an such agreement.
agreement, has contained a
condition to the effect that in the
event the desired level of
acceptance of the open offer has
not been received the acquirer
would not acquire any shares
under the open offer and the
agreement attracting the
obligation to make the open
offer would stand rescinded?
20(1) Copies of the

21.
Where any competing offer is announcement in
made, such offer has been made the newspapers.
within fifteen working days of
the date of the detailed
public statement made by the
acquirer?
22(1) Public announce-
22.
ment and
Whether, the acquirer has procedure
completed the acquisition of regarding open
shares or voting rights in, or offer.
control over, the target
company, whether by way of
subscription to shares or
purchase of shares
61

attracting the obligation to
make an open offer for
acquiring shares, after the
expiry of the offer period?
23. Whether any offer has been 23(2) Copies of the

withdrawn and if so, an (a) announcement
announcement has been made made in the
in the same newspapers in which newspapers.
the public announcement of the
open offer was published,
providing the grounds and
reasons for with drawal of
such open offer?
24. Whether the acquirer has 23(2) • Websites of

informed in writing to- (b) Stock Ex-
(i) SEBI; changes.
(ii) all the Stock Exchanges on • Corresponden

which the shares of the ce made to
target company are listed, StockExchange
and the Stock Exchanges / SEBI/ Target
has forthwith disseminated Company in this
such information to the regard.
public; and;
(iii) the target company at its
registered office.
regarding such withdrawal?
25. Whether any person representing 24(1) Board Composition/

the acquirer or any person Board Resolution.
acting in concert with him has
been appointed as director on the
Board of Directors of the
target company, whether as
an additional director or in a
casual vacancy?
61
62

26. Whether the acquirer has ensured 25(1) Declaration to be

that firm financial arrangements taken from the
have been made for fulfilling acquirer in this
the payment obligations under regard.
the open offer and that the
acquirer is able to implement
the open offer, subject to any
statutory approvals for the
open offer that might be
necessary?
27. Whether the disclosures of 29 • The submitted

acquisition and disposal has copy of the
been made to the Stock formats pres-
Exchanges and the target cribed for
company at its registered various disclo-
office as per compliance with sures/Reports.
regulation29? • Website of
the Stock Ex-
change.
28. 30 • The submitted

Whether every person together copy of the
with persons acting in concert formats pres-
with him and the promoter of cribed for
every target company has made v a r i o u s
continual disclosures as per the disclosures/
requirement of Regulation 30? Reports.
• Website of
the Stock Ex-
change.
29. 31 • The submitted

Whether, the promoter of every copy of the
target company or by persons formats pres-
acting in concert with him, have cribed for
disclosed about the shares various
encumbered by him? disclosures/
Reports.
• Website of the
Stock Exchange.
63
(d) SEBI(Buy-BackofSecurities)Regulations,
2018

1. Is the buy-back within the 4(i) • Board Reso-

maximum limit? lution or Special
Resolution.
Maximum Limit= 25 % or less of
the aggregate paid-up capital • Consolida ted
and free reserves. balance sheet of
the parent listed
entity.
2. Is the debt equity ratio 4(ii) Consolidated

maintained as 2:1 post buyback? balance sheet of the
parent listed entity.
Whether higher debt equity
ratio is maintained post buy back
as per the Companies Act 2013?
3. Whether the shares are fully 4(iii) • Balance sheet of

paid- up? the listed entity.
• Shareholding
pattern.
4. Which method of buyback is • Board Reso-

4(iv)
adopted? lution or Special
Resolution, as
applicable.
• Public announce-
ment made in
this behalf.
5. Is the listed entity having buy- 4(vi) Actual proceedings

back through negotiated deals/on of buy- back and
or off the Stock Exchange or the letter of offer.
through spot transactions/
private arrangements?
63
65

6. Is there any default on the part 4(x)(c) • Declaration/

of listed entity in repaying undertaking
deposits accepted, interest to be taken
payments thereon, redemption of from the
debentures or preference shares Company
or payment of dividend to Secretary of
any shareholder, or repayment the listed
of any term loan or interest entity
payable there on to any financial regarding the
institution or banking company? same.
• Disclosures
made to the
Stock Ex-
change.
7. Is the buy-back authorized by 5(i)(a)
the listed entity’s articles?
Articles of
Association.
8. Whether the special resolution 5(i)(b)
has been passed in the general
meeting authorizing the buy- Agenda and
back? minutes of the
general meeting
authorizing the
9. Whether a Board Resolution has Proviso buy-back.
been passed for buy back which to 5
is less than 10 % of total paid-up (i)(b) Agenda and
equity capital and free reserves minutes of the
of the listed entity? Board Meeting.
10. Whether the listed entity has filed 5(iii)

with Registrar of Companies
and SEBI, a return containing MCA Website.
such particulars relating to buy-
back of securities within 30
days of completion of buy-back
and with the ROC in Form No.
SH.11 as per Companies (Share
Capital and Debentures) Rules,
2014?
65
66

11. Has the explanatory statement 5(iv) • Certified copy of

been annexed to the notice of special reso-
the general meeting pursuant lution.
to section 102 of the Companies
• Notice and
Act, 2013 and contains the
explanatory
disclosures as specified in
statement.
Section 68 (3) of the Companies
Act, 2013 and Schedule I of
these regulations?
12. Whether the copy of the 5(v) •D i s c l o s u r e s

resolution passed at the general regarding the
meeting under Section 68 of the same on the
Companies Act, 2013 has been website of the
filed with SEBI and the Stock Stock Ex-
Exchanges where the shares or changes.
other specified securities of the
listed entity are listed, within • Correspondence
seven days from the date of made to the
passing of the resolution? SEBI and Stock
Exchange.
13. Whether the Board Resolution

5(vi) Board Resolution.
specify the maximum price at
which the buy- back has been
made?( In case of buy-back
from open market either through
book building or through
stock exchange)
14. Whether copy of the Board 5(vii) • Website of the

Resolution authorizing the buy- Stock Exchange.
back has been filed with the
SEBI and Stock Exchanges • Correspondence
within two working days of the made to the
date of the passing of the SEBI and Stock
resolution? Exchange.
15. 5(viii) A declaration to be

Whether any dealing in shares taken from the
or specified securities has been Company Secretary
made on the basis of of the listed entity
unpublished price sensitive that the trading
information relating to the buy-
back?
67

window was closed

during that period
and no trading has
taken place by the
insiders.
16. Whether a public 7(i) Copies of the

announcement has been made in National and
case of buy-back through tender Regional Daily
offer? containing the
public announce-
ment.
Whether a draft letter of offer 8(i)(a) Website of SEBI.

17.
has been filed with SEBI?
18. Whether Form No. SH -9 has Copy of the

8(i)(b)
been filed with SEBI for the acknowledgement
declaration of Insolvency ? letter received from
SEBI.
19. Whether the comments or 8(ii) Confirmation

changes specified by SEBI has filed by the listed
been carried out in the letter of entity to SEBI.
offer before dispatching it to the
shareholders?
20. Whether record date has been • P u b l i c

9(i)
announced for determining the announcement
entitlements and names of made in this
eligible security holders? behalf.
• Website of the
listed entity.
21. Whether letter of offer has been • Proof of

9(ii)
dispatched to the securities dispatch.
holders?
• In case of letter
of offer
dispatched
through
electronic mode,
e-mails.
67
68

• In case of
bounced e-mail,
proof of
dispatch of
physical
copies.
22. Whether any unregistered 9(iv) Any such requests

shareholder has tendered shares made by unregis-
for buy-back by submitting the tered shareholders.
duly executed transfer deed for
transfer of shares in his name
along with the offer form and
relevant documents?
23. Whether the date of opening of 9(v) Letter of offer and

the offer is not later than five proof of dispatch of
days from the date of dispatch the letter of offer.
of the letter of offer?
24. Whether the offer for buy-back 9(vi) Letter of offer.

was open for a period of ten
working days?
25. Whether the listed entity has 9(vii) Actual proceedings

facilitated tendering of shares of the buyback and
by the shareholders and related correspon-
settlement of the same through dence made in this
the Stock Exchange mechanism? behalf.
26. Whether the listed entity has 9(viii) Actual proceedings

accepted shares or other of buy back and
specified securities from the related correspon-
securities holders on the basis dence made in this
of their entitlement as on behalf.
record date?
27. 9(xi) Details of escrow
Whether the listed entity has (a) and account.
deposited amount in an escrow (b)
account to be determined in the
following manner?
69

(i) If the consideration payable

does not exceeds Rupees 100
crores – 25% of the
consideration payable.
(ii) If the consideration payable
exceeds Rupees 100 crores –
25% of Rs. 100 crores and
10%thereafter.
28. Whether the listed entity has 10(ii) • Details of

verified offers received and payments
made payment of made
consideration to securities through the
holders whose offer has been bank account.
accepted and returned
remaining shares or securities • Details of DP
to others within 7 working days account for
of the closure of the offer? transfer of
securities made.
Whether the listed entity has 11(i) Statutory Auditor’s

29. extinguished and physically certificate.
destroyed the securities
certificates so bought back
within 15 days of the date of
acceptance of shares and 7 days
of expiry of buy-back period?
Whether dematerialised shares or Statutory Auditor’s

30. 11(ii) certificate.
other specified securities has been
destroyed in the manner
specified under the SEBI
(Depositories and Participants)
Regulations, 2018 and the bye
laws, the circulars and
guidelines framed
thereunder?
Certificate issued
11(iii)
31. Whether the listed entity has by the listed entity.
furnished a certificate to the
SEBI certifying the
compliance as specified in
regulation 11(i)?
69
70

32. Whether the listed entity has 11(iv) Letter of

furnished the particulars of the declaration to be
securities certificates taken form the
extinguished and destroyed to listed entity.
the stock exchanges where it is
listed within 7 days of
extinguishment of the
certificates?
33. Whether the listed entity has Register maintained

maintained a register of the 11(v) as per SH-10.
shares so bought, consideration
paid for the shares bought back,
date of cancelling of shares,
date of extinguishing and
destroying the shares and
particulars as prescribed in sub
section (9) of section 68 of the
Companies Act, 2013?
34. Whether at least 50 % of the Board resolution or

15
amount earmarked for buyback special resolution.
has been utilized for buying-
back shares or other
specified securities?
Whether the buy-back has been Due Diligence

35. 16(i)
made on the Stock Exchanges Certificate given by
having nation wide trading (ii) the Merchant
terminals? &(iii Banker.
)
Whether the buy-back has been
made from the promoters or
persons in control of the
system?
|
36.
Whether the buy-back has been
made only through the order 16(iv)
Due Diligence
matching mechanism except Certificate given by
“all or none” order matching the Merchant
system. Banker.
37.
Whether the disclosures, filing 17(i) Buy back procedure
requirements and timelines for followed in this
regard.
71

public announcement with

respecttobuy-backthroughthe
StockExchange has been
compliedwithbythelistedentity?
38. Whether the listed entity 17(ii) Buy backdocument

appeareditselfasapurchaseron and procedure
the electronic screen when the followed in this
order wasplaced? regard.
39. Whether the buy-back offer has 18(i) The website of the
been opened for not later than Stock Exchange
sevenworkingdaysfromthedate regarding the
of public announcement and disclosures.
shall close within six months
from the date of opening of the
offer?
40. Whether the listed entity has 18(ii) The website ofthe
submitted the information listedentity.
regardingthesharesorspecified
securities bought- back, to the
StockExchangeonadailybasis?
41. In case the listed entity has 19 Actual buy-back

bought back its shares or procedure and
specified securities in physical related document.
formintheopenmarketthrough
Stock Exchange, whether the
following procedure has been
followed:
(i) Whether a separatewindow
has been created in this
regard?
(ii) Whether the listed entity has
bought back the shares or
specified securities through
the separate window only
after verification ofthe
71
72

identity proof and address

proof the broker?
(iii) Whether the price at which
shares or other specified
securities are bought back
hasbeenthevolumeweighted
averagepriceofthesharesor
other specified securities
bought back, other than in
physical form, during the
calendarweekinwhichsuch
share or other specified
securities were received by
thebroker?
42. Whether the listed entity has 20(i) Verification from the
created an escrow account? bank account.
43. Whetherthelistedentityhasnon 20(viii) Correspondence/

– compliant with Regulation 15 directions received
and whether consequent upon from the SEBI to the
non–compliance, SEBIhas listed entity in this
directed the merchant banker to regard.
forfeit the escrow account?
44. Whether in the event of forfeiture 20(ix) • Bank account

of escrow account, the amount statement of the
forfeited has been depositedwith listed entity
the Investor Protection and where the credit
Education Fund ofSEBI? has been made.
• Declaration to
be taken from
the Company
Secretary.
45. Whether the listed entity has 21(i) The procedure of

complied with regulation 11 with extinguishment.
respect to the extinguishment of
certificates for open market buy
back through Stock Exchange?
73

46. Whether the listed entity has 21(iii) StatutoryAuditor’s

extinguished and physically Certificate.
destroyed the securities
certificates so bought back within
15 days of the date ofacceptance
of shares and 7 days of expiry of
buy-backperiod?
47. Whether the listed entity has 22(i) Copy ofresolution

passed board resolution orspecial passed as per
resolution in case of buy back regulation5.
through bookbuilding?
48. Whether the listed entity has 22(ii) Copies of

appointedamerchantbankerand newspaper where
made a public announcement as the public
per regulation7? announcement has
been made and
Whether the disclosures has been
disclosures madeto
made the public announcementin
the Stock
accordance with schedule II to
Exchanges.
theseregulations?
Whether the public
announcement has been madeat
least seven days prior to the
commencement of buyback?
49. Whether the deposit in escrow 22(iii) Details of credits to

account has been made beforethe escrow account.
dateofpublicannouncementand
the same has been determined
with reference to the maximum
price as specified in the public
announcement?
50. Whether a copy ofpublic 22(iv) Correspondence

announcement has been filed and filing made to
with SEBI within two days of the SEBI.
such announcement along with
the fees?
73
74

51. Whether the public 22(v) Public announce-

announcement contains the ment.
detailedmethodologyofthebook
building process, the manner of
acceptance, the format of
acceptance to be sent by the
securities holders pursuant to the
public announcement and the
details of biddingcentres?
52. Whether the book building has 22(vi) Actual buy back
been made through an procedure followed
electronically linkedtransparent in this regard and
facility? relateddocuments.
53. Whether the number of bidding 22(vii) Actual buy back

centres are not less than thirty procedure followed
and there has been atleast one in this regard and
electronically linked computer relateddocuments.
terminal at all bidding centres?
54. Whethertheofferofbuy-backhas 22(viii) Related documents.

beenopenedforaperiodofatleast
fifteen days and not more than
thirtydays?
55. Whether the merchant banker 22(ix) Actual buy back

and the listed entity has procedure followed
determined the buy-back price in this regard and
based on the acceptancereceived? relateddocuments.
56. Whetherthefinalbuybackprice, 22(x) Actual buy back

which shall be the highest price procedure followed
accepted has been paid to allthe in this regard and
holders whoseshares or specified relateddocuments.
securitieshavebeenacceptedfor
buy-back?
75

57. Whether the listed entity has 22(xi) Actual buy back
complied with regulation 10 procedurefollowed
pertaining to verification of in this regard and
acceptancesandopeningofspecial relateddocuments.
account and payment of
consideration?
58. Whether the listed entity has 24(i)(a) Advertisements/

ensured that the letter of offer, the Brochures, web-
publicannouncementoftheoffer sites where
or any other advertisement, disclosures has
circular, brochure, publicity been made, public
material contains true, factual and announcement and
material information and doesnot declaration given
contain any misleading by thedirectors.
information and must state that
the directors of the listed entity
accept the responsibility for the
information contained in such
documents?
59. Whether the listed entity has 24(i)(b) Balance sheet.

issued any shares or other
specified securities including by
wayofbonustillthedateofexpiry of
buy back period for the offer
made underthese regulations?
60. Whether thelisted entity has paid 24(i)(c) Listed entity ’s

theconsiderationonlybywayof debits towards the
cash? bank.
61. Whether the promoter/ 24(i)(e) • Declaration

promoter(s) or his/their from the
associates has dealt in theshares promoters to
or other specified securities ofthe be taken in this
listed entity in the stockexchange regard.
or off-market, includinginter- se • The demat
transfer of shares among the statement of
promoters during the periodfrom promoters.
75
76

the date of passing of board

resolutionor the special
resolution, as the case may be, till
the closing of the offer?
62. Whether the listed entity has 24 (i) Balance sheet of the
raised any further capital for a (f) relevant financial
periodofoneyearfromtheexpiry year.
of buy-back period, except in
discharge of its subsisting
obligations?
63. Whether any public 24(ii) • Disclosures made

announcement of buy-back has tothe Stock
been made during thependency Exchange.
of any scheme of amalgamation
or compromise or arrangement • P u b l i c
pursuanttotheprovisionsofthe announcement
CompaniesAct? made inthis
regard.
64. Whether the listed entity has 24(v) Demat statementof

bought-back the locked-in shares the listedentity.
or other specified securities and
non-transferable shares or other
specified securitiestill the
pendencyofthelock-inortillthe
sharesor other specified
securities become transferable?
65. Whether the listed entity has 24(vi) Copies of the

issued a public advertisementin nationaldailywhere
a national daily as per the advertisement has
disclosures required under beenpublished.
regulation 24 (vi) within two days
ofexpiryofbuyback?
66. Whether the merchant banker 25 Due diligence certifi-

has ensured to comply with the cate and declaration
obligations as specified under givenbytheMerchant
regulation 25? Banker in thisregard
77
(e) SEBI (Share Based Employee Benefits)

Regulations,2014

1. Whether the listed entity 3(1) • Board Resolu-

hasused the direct route or tion.
trust
• Policyframedby
routeforissueofEmployeesShare
the listedentity.
Based Benefit Schemes, including
ESOPs?
3(4) • Shareholding
2. Whether a director, KMP, pattern of such
promoter, holding/ subsidiary/ person(s).
associatecompanies,anyrelative
• Declaration
ofDirector/KMP/promoter,any
person beneficially hold ten per from the
centormoreofthepaidupcapital of trustee of the
the listed entity is appointed as listed entity in
atrustee? thisbehalf.
3(5) Declaration from

3. Whether the trustee of the trust the trustee in this
hasvotedornotinrespectofthe regard.
shares held by such trust, so as
to avoid any misuse arising out
of exercising such votingrights?
3(6) Minutes of general

4. Whether approval ofshareholders meeting and
has been obtained, authorizing the shareholder resolu-
trust to implement the scheme tion.
and undertake secondary
acquisition for the purposes ofthe
scheme(s)?
3(7) Declaration from

5. Whether the trust deals only in the listed entity/
delivery based transactions and trustee.
not inderivatives?
3(9) Shareholding pattern
6. Whether the shareholding ofthe submitted to the
trust has been shown as non- Stock Exchange.
promoter and non-public
shareholding tothe Stock
Exchange?
77
79

7. Whether secondary acquisition 3(10) Share capital and

inafinancialyearbyatrustdoes shareholding pattern
notexceedtwopercentofthepaid of the trust.
up capital as at the end of the
previous financialyear?
8. Whether the trust has not 3(15) Declaration from the

becomeamechanismfortrading trust thatprovisions
in shares and hence has notsold of SEBI (Share Based
the shares in the secondary Employee Benefits)
market exceptin certain Regulations, 2014
circumstances as stipulated under and relevant
regulation15? provisions of
Companies Act, 2013
havebeen duly
compliedwith.
9. Whether the listed entity has 5 Board Resolution.

constituted compensation
committee for administration of
the scheme?
10. Whether the scheme has been 6(1) Special resolutionor

approved by the shareholders Form No.MGT-14.
through special resolution?
11. Whether the listed entity has 7 Declaration from the

compliedwithprescribednorms listed entity in case
for varying of terms of the of any variation in
schemes? the terms ofscheme.
12. Whetheranynewissueofshares 10 Application madeto

ismadeunderanyscheme? the Stock
Exchange(s) and
If yes, whether the shares so correspondence
issuedhavebeen listed notice made to the
immediately in any recognised StockExchange(s)in
StockExchange where the thisregard.
79
80

existingsharesarelisted,subject
to the followingconditions:
a. Scheme is incompliance with
theseregulations;
b. A statement as specified by
SEBI in this regard, hasbeen
filed and the company has
obtained an in-principle
approval from the Stock
Exchanges.
Whether the information
required in the statement to
be filed with Stock
Exchange(s) is as per the
circular CIR/CFD/POLICY
CELL/2/2015 dated
16.06.2015.
c. When an exercise is made,
whether the listed entityhas
notified the concernedStock
Exchange as per the
statement as specified by
SEBI in thisregard.
13. In case the listed entity has 13 Minutes of general

passed a resolution for the meeting and
scheme(s) underthese auditor’s certifi-
regulations, whether the Boardof cate.
Directors, at each AnnualGeneral
Meeting have placed before the
shareholders a certificate fromthe
auditors of the listed entity that
the scheme(s) has been
implementedinaccordancewith
these regulations and in
accordance with the resolutionof
the listed entity in the general
meeting?
81

14. In addition to the information 14 Websiteofthelisted

that a listed entity is required to entity.
disclose in relation to employee
benefits under the Companies (Refer SEBI Circular
Act, 2013, whether the Board of CIR/CFD/POLICY
Directors ofsuch a listed CELL/2/2015dated
company have disclosed the 16.06.2015)
details of the scheme(s) being
implemented,asspecifiedbySEBI
in thisregard?
15. Compliance with respect to Chap- An undertakingfrom

specific scheme(s) : ter III the listed entity that
ithasdulycomplied
Whether the listed entity has with all the
complied with therequirements requirements as
as specified by SEBI with respect specified by SEBI in
to the followingschemes: thisregard.
i. Employee Stock Option
Scheme
ii. Employee Stock Purchase
Scheme
iii. Stock Appreciation Rights
Scheme(SARS)
iv. General EmployeeBenefits
Scheme(GEBS)
v. Retirement BenefitScheme
(RBS).
81
83
(e) SEBI(IssueandListingofDebtSecurities)
Regulations,2008

1. Whether there is anyrestraining, 4 (1) a

prohibiting or debarring order n
againstthelistedentityoranyof d
itspromotersbySEBIoranyother d
regulatoryauthority? e
b
Whetheranyofthepromotersor e
directors is a wilful defaulter or n
it is in default of payment of t
interest orrepayment of principal u
amount inrespect ofdebt r
securitiesissuedbythecompany e
to the public, if any, for a period t
of more than sixmonths? r
u
s
2. Whether the listed entity has 4(2)(b) t
obtainedin-principleapprovalfrom e
the recognized Stock Exchange to e
list its Non-Convertible Debt r
Securities (NCD)? e
g
i
3. Whether credit rating has been 4(2)(c) s
obtained and same has been t
disclosedintheofferdocument? e
r
e
d
w
i
4. Whether the listed entity has 4(2)(d) t
entered into agreement with a h
depository? S
E
B
5. Whether the listed entity has I 4(3)&
appointedoneormoremerchant (3) ?
bankers in case of a public issue
83
Information on debarmentavailable on
SEBI’s website, CIBIL databaseand
declaration madeby the listed entity in
84
this behalf.

Application letter made to the Stock

Exchange and letter received from the
Stock Exchange in this behalf.
Details of all the credit rating received

including the unacceptedone from the
Credit Rating Agencyand
OfferDocument.
Copy of agreement with thedepository.
Appointment letters.
85
6. Whether the listed entity has 4(5) Declaration from the

issued securities for providing listed entity to be
loan or acquisition of shares of taken in this regard
any person who is part of the and balance sheet.
same group or who is under the
same management?
7. Whether the Offer document 5 Due diligence

contains all the material certificate submitted
disclosures? bythe Merchant
Banker.
8. Whether the draft offer document 6 (1), • Correspondence

is filed with thedesignated Stock (2), (4), made with the
Exchange, SEBI and hosted onthe (5) & designated Stock
designated Stock Exchange (6) Exchange,
website? • Website of
Whether the final offerdocument d e s i g n a t ed
has been filled with theRegistrar StockExchange
of Companies, SEBI and • Website ofSEBI.
designated stockexchange?
9. Whether the lead merchant 6(7) Due diligence

banker,priortofilingoftheoffer and certificate submitted
document with the Registrar of Sched- by MerchantBanker.
Companies has, furnished to uleII
SEBIaduediligencecertificateas
perScheduleIIoftheregulations?
10. Whether the debenture trustee 6(8) Due diligence

has furnished to SEBI a due and certificate submitted
diligence certificate asper Sched- by the debenture
Schedule III of the regulations? ule III trustee.
11. Whether the listed entity has Copies of the

8(1)
made an advertisement in a newspapers.
national daily with wide
circulation, on or before the issue
opening date?
85
12. Whether the listed entity has 12(1) Offer document.
disclosed the minimum
subscription as decided by it in
the offer document?
13. Whether the Debenture Trust 15(1) Form No. SH. 12.
DeedhasbeenexecutedinForm
No. SH.12 as per Companies
(ShareCapitalandDebentures)
Rules, 2014, by the listed entity
in favour of the debenture
trusteeswithinthreemonthsof
closureoftheissueofoffer?
14. Whether the Debenture 16(1) Standalone Balance

Redemption Reserve has been Sheet.
createdaspersub-rule(7)ofRule
18ofCompanies(ShareCapital
and Debentures) Rules,2014?
15. Whether any default has been 16(2) In case of default,

made in payment of interest on approval given by
debt securities or redemption debenturetrustee.
thereof or in creation of security
as per the terms of the issue of
debt securities, any distribution
ofdividend?
16. Whether the listed entity has 17(1) Offer documentand

createdachargeorsecurity,ifany, Form No.CHG-9.
inrespect ofsecured debt
securities has been disclosed in
theofferdocumentalongwithits
implication?
Form No. CHG-9 has to be filed
withtheROCregardingcreation
of charge on the debtsecurities.
85
86

17. Whether issue proceeds were 17(3) Escrow account

kept in an escrow account until opened in this
the documents for creation of regard.
security as stated in the offer
document, are executed?
18. Whether the debt securitieshave 18(1) Certificate from

been redeemed in terms of the debenture trustee.
offerdocument?
19. In case of roll-over of debt 18(2)& • SpecialResolu-

securities, whether it has been (3) tion.
approvedbytheholderofthedebt • Form No.MGT–
securities by a passing a special 14 filed with
resolution? ROC.
Whether prior notice of 21 days • Notice.
was given containing the
disclosure regarding the credit
rating so obtained?
Issuance of Non-Convertible Debentures (NCD) on

private placement basis under SEBI (Issue and Listing
of Debt Securities) Regulations,2008
“Private placement” means any offer or invitation to subscribe or
issue of securities to a select group of persons by a company (other
than by way of public offer) through private placement offer cum
application and which satisfies the conditions specified in section
42 of the Companies Act, 2013.
AcompanyissuingNCDsonprivateplacementbasishastocomply
with Section 42 and Rule 14 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 and RBI guidelines issued for
NBFCs, in addition to SEBI (Issue and Listing of Debt Securities)
Regulations,2008.
20. Whether the listed entity has 20 • Minutes of B
complied with the provisions of (1)(a) o a r d
Companies Act, 2013 and Rules Meeting.
made there under and other • Notice conve-
applicable laws? ning general
meeting with
relevant expla-
natory state-
ment.
• Bank State-
ment.
• Certified copy
of the special
resolution.
• Register of
members/
securities
holders
• Valuation
report, Board
resolution
authorising
person tosign
certificate.
• Proof of
dispatch of
PAS-4.
• MGT-14 with
respect to the
B o a r d
resolution
passed for
issuance of
NCDs on p
ri v a t e pl
a c e m e nt
basis.
• PAS -3 for
allotment of
debentures.
87
88

• PAS – 4 with
respect to
private place-
ment offerletter.
• PAS-5 with
respect to
completerecord
ofplacement
offer.
21. In case of consolidation and re- 20A Declaration from the

issuance of debt securities, Compliance officerof
whethertheconditionsspecified the listedentity.
in regulation 20A has been
compliedwith?
22. Whether the listed entity has 21 Website of the Stock

made disclosures in adisclosure Exchange, Annual
document asspecified as schedule report anddisclosure
I ofthese regulations documents.
accompaniedbythelatestAnnual
Report of the company and the
same has been disclosed on the
website of the Stock Exchange
where such securitiesare
proposed to belisted?
23. Whether the listed entity has filed 21A Website of MCA/
a Shelf Disclosure Document SEBI / Stock
containing disclosures as Exchange.
provided in Schedule Iof these
regulations?
24. Whether the listed entitymaking 23(1) Declaration from the

publicissuesofdebtsecurities or Compliance Officer
seeking listing of debt securities in this regard.
issued on private placementbasis
hascompliedwiththeconditions
oflisting specifiedinthe
respective listing agreement for
debt securities?
25. Whether all information and 23(4) Websites of the

reportsondebt securities Stock Exchange.
includingcompliancereportsfiled
by the listed entity and the
debenture trustees regardingthe
debt securitieshas been
disseminated to the investorsand
thegeneralpublicbyplacingthem
on theirwebsites?
26. Whether the Debenture trustee 23(5) Press release.

has disclosed the information to
the investors and the general
publicbyissuingapressrelease?
27. Whether the information as 23(6) Websites.

required under Regulation 23 (5)
has been placed on thewebsites,
if any of the debenture trustee,
the listed entity and the Stock
Exchange?
89
90
(e) SEBI (Issue and Listing of Non-Convertible

Redeemable Preference Shares) Regulations,
2013

1. Whether any issue and listingof 3(3) Certification by the

PerpetualNon-Cumulative Compliance Officer
Preference Shares andPerpetual of the Bank in this
Debt Instrument, has been done regard.
by banks on private placement
basis?
2. Whether there is anyrestraining, 4(1) Information on

prohibiting or debarring order debarment available
againstthelistedentityoranyof on SEBI’s website,
itspromotersbySEBIoranyother CIBIL database and
regulatoryauthority? declaration madeby
the listed entity in
Whetheranyofthepromotersor this behalf.
directors is a wilful defaulter or
it is in default of payment of
interest orrepayment of principal
amount inrespect ofdebt
securities issued by the listed
entity to the public, if any, for a
period of morethan six months?
3. Whether the listed entity has 4(2)(b) Application letter

obtained in-principle approval made to the Stock
from the recognized Stock Exchange and letter
Exchange tolist its Non- received from the
Convertible Redeemable Stock Exchange in
PreferenceShares? this behalf.
4. Whether credit rating has been 4(2)(c) Details of all the

obtained and same has been & (f) credit ratingreceived
disclosedintheofferdocument? including the
unaccepted onefrom
Whether the rating which has the Credit Rating
been assigned is less than AA-? Agency and offer
document.
92

5. Whether the listed entity has 4(2)(d) Copy ofagreement

enteredintoanagreementwitha with thedepository.
depository?
6. Whether a capital redemption 4(3) Standalone Balance

reserve account has beencreated Sheet of the listed
in accordance with theprovisions entity.
of the Companies Act,2013?
7. Whether the listed entity has 4(4) Declaration from

issued securities for providing the listed entity to
loan or acquisition of shares of be taken in this
anypersonwhoispartofthesame regard andbalance
group or who is under the same sheet.
management?
8. Whether the listed entity has 4(5) Appointment letter.

appointedoneormoremerchant
bankers in case of a public issue
registered withSEBI?
9. Whether the Offer document 5 Due diligence

contains all the material certificate sub-
disclosures? mitted by the
Merchant Banker.
10. Whether the draft offer document 6(1), • Website of the

isfiledwiththedesignatedStock (2) & Stock Ex-
ExchangeandSEBIandthesame (6) change.
has been hosted on thedesignated
Stock Exchangewebsite? •C o r r e s p o n -
dence made to
Whether the final offerdocument the Stock
has been filled with the Registrar Exchange/
of Companies, SEBIand SEBI/RoC.
designated StockExchange?
11. Whether the lead Merchant 6(7) Due diligence

Banker,priortofilingoftheoffer and certificate submitted
document with the Registrar of by MerchantBanker.
93

Companies has, furnished to SEBI Sched-

a due diligence certificate as per ule II
Schedule II of the regulations?
12. Whether the listed entity has 13(1) Offer document.

disclosed the minimum
subscription as decided by it in
the offer document?
13. Whether in the event of non- 13(2) Refund orders sentin

receipt of minimum subscription, thisregard.
all the application moneys
received in the public issue are
refunded to the applicants
14. Whether the listed entity has 16(2) Certification/under-

complied with the conditions of taking to be taken
listing of NCRPs as specified in from theCompliance
the Listing Agreement? Officer of the listed
entity.
Private Placement of NCRPs under the SEBI (Issue and Listing
of Non-Convertible Redeemable Preference Shares)
Regulations, 2013
15. Whether the listed entities has 17(1) • Minutes of

complied with the provisions of (a) BoardMeeting.
Companies Act, 2013 and ruled • Notice conve-
made there under and other ning general
applicable laws? meeting with
relevantexplana-
Note: A listed entity issuingNCRPS
torystatement.
on private placement basis hasto
complywithSection42andRule14 • BankStatement.
ofthecompanies(Prospectusand • Certified copyof
Allotmentofsecurities)Rules,2014 the special
andRBIguidelinesissuedforNBFCs, resolution.
inadditiontoSEBI(IssueandListing • Register of
of Non-convertible Redeemable members/secu-
Preference Shares) Regulations,2013. ritiesholders
• Valuationreport.
• Boardresolution
93
94

authorising
person to sign
certificate.
• Proof of
dispatch of
PAS-4.
• MGT-14 with
respect to the
Board resolu-
tion passed for
issuance of
NCRPs on
private place-
mentbasis.
• PAS - 3 for
allotment of
debentures.
• PAS – 4 with
respect to
private place-
ment offer letter.
• PAS-5 with
respect to
complete record
of placement
offer.
16. Whether the listed entitymaking 20(1) Declaration from

public issues of NCRPs orseeking the Compliance
listingofNCRPsissuedonprivate Officer regarding
placementbasisshallcomplywith compliance of the
theconditionsoflistingspecified conditions of
in the respective listing respective clauses.
agreement for debtsecurities?
17. Whether all information and 20(4) Websites of the

reports on NCRPs including Stock Exchange.
compliance reports filed by the
issuers has been disseminated to
the investors and the general
public by placing them on their
websites?
96
(e) SEBI (Prohibition of Insider Trading)

Regulations,2015

1. Whether the Board of Directors 3 Policy of the listed

of the listed entity has a policy [2(A)] entity on code of
for determination of “legitimate practices and
purposes” as a part of “Codesof procedures for fair
Fair Disclosure and Conduct”as disclosure of price
required to be formulatedunder sensitive informa-
regulation8? tion.
Resolution of the
listed entity’s board
approving such
policy.
2. Whether the Board of Directors 3(4) The clauses of

has made the parties to execute agreement executed
agreements tocontract with the parties.
confidentiality and non-
disclosure obligations on thepart
of suchparties?
3. Whether a structured digital 3(5) Details of database

database is maintained containing maintained by the
the names of such persons or listed entity.
entities as with whom
information is shared under this
regulationalongwithPANorany
otheridentifierauthorizedbylaw
where PAN is notavailable?
4. Whether an insider has 5(1) • Trading plan

formulated a trading plan and submitted by
presented it to the compliance the insider to
officer for approval and public the listed
disclosure pursuant to which entity.
tradesmaybecarriedonhisbehalf
in accordance with suchplan? • Subsequent
public dis-
closurethere-
97

on to the Stock
Exchanges.
5. Whether the disclosures made by 6(2) • Related dis-

any person includes thoserelating closures received
to trading by such person’s bythe listed
immediaterelativesandanyother entity.
person for whom such person
• Declaration from
takes tradingdecisions?
the listed entity
that there areno
other disclo-
suresreceived.
6. Whether initial disclosures 7(1) • Persons in the

arereceivedfrominsidersoftheliste list ofinsiders.
d entity?
•Disclosures
made by such
insiders.
the listed entity
that there areno
other disclo-
suresreceived.
7. Whether continual disclosures 7(2) •D i s c l o s u r e s

have beenreceived? made by
promoters / d
esignated
persons and
related dis-
closures made to
stock exchange
bythe listed
entity.
the companythat
there are no
other dis-
closuresreceived.
97
98

8. Whether the Board of Directors 8(1) • Board Resolu-

of the listed entity formulated a tionapproving
codeofpracticesandprocedures the Code of
forfairdisclosureofunpublished practices and
pricesensitiveinformationasper procedures.
Schedule A to theseregulations? • Disclosuremade
on website of
listedentity.
9. Whether the Code is hosted on 8(2) • Code available

thewebsiteofthelistedentityand a on the website
copy of the same has been sent of the listed
to the StockExchange? entity.
• Correspon-
dence made to
the Stock
Exchange.
10. Whether the listed entity has 9(1) • Code of

formulated a code of conduct to c o n d u c t
regulate, monitor and report approvedbythe
trading byinsiders asper Board of
Schedule B of these regulations? Directors of the
listedentity.
• Disclosure of
the same onthe
website.
11. Whether every listed entity has 9(3) • Resolution of

identified and designated a the Board of
compliance officer to administer Directorsof
the code of conduct and other the listed
requirements underthese entity.
regulations?
• Intimation to
the Stock
Exchanges.
99

12. Whether the Board of Directors 9(4) • Resolution of

in consultation with Compliance the Board of
Officer has specified designated Directorsthe
personstobecoveredbythecode listedentity.
ofconduct?
• Emails /
communication
senttosuch
persons by the
Compliance
Officer.
13. Whether adequate and effective 9A(1) • Internal control

system of internal controls have procedure laid
been put in place with the down bythe
requirements given in these board ofthe
regulations? listedentity.
• Declaration to
be taken from
the Compliance
Officer in this
regard.
14. Whether Audit Committee of the 9A(4) • Minutes of Audit

listed entity has reviewed Committee.
compliance with the provisions
oftheseregulationsatleastonce • Measures, ifany
in a financial year and also that suggested bythe
internalcontrolareadequateand Audit Committee
are operatingeffectively? and corrective
action in such
cases.
15. Whether the listed entity has 9A(6) • Contents of the

framedawhistleblowerpolicyto Whistle blower
enable employees to report policyformulated
instances of leak ofunpublished bythe listed
price sensitiveinformation? entity.
• Instances of
reporting,ifany.
99
100

• Dec la ra ti o n
from the listed
entity that
there are no
other instances
reported.
16. Whether any enquiry has been 9A(7) • Record of

initiatedbyalistedentityincase of Enquiry pro-
leak of unpublished price ceedings by the
sensitiveinformation? listedentity.
• Dec la ra ti o n
from the listed
entity that
there are no
o t h e r
instances.
102
(i) SEBI (Delisting of Equity Shares)

Regulations,2009

1. Whetherthelistedentityhasapplied 4(1) Annual report for

for delisting and pursuant to this, last three years ofthe
therecognizedStockExchangehas listedentity.
permitted the delisting of equity
sharesofthelisted entityasperthe
regulation4(1)?
2. Whether any promoter or 4(1A) • Demat Account

promoter group has proposed statement of the
delisting of equity shares of a promoter.
listed entity, if,any entity
belonging to the promoter or • Declaration from
promoter group has sold the the promoter, if
equity shares of the company any
during a period of six months
prior to the date of the Board
Meeting in which delisting
proposal wasapproved?
3. Whether the procedure for 7 • Board resolution

delistinghasbeenfollowedasper for theproposed
these regulations where no exit delisting.
opportunity isrequired?
• Public noticefor
the proposed
delisting.
• Application
made to the
recognized Stock
Exchange.
• Website of the
StockExchange.
• Annual report
of the listed
entity.
103

4. Whether procedure for delisting 8(1) • Board resolu-

has been followed as per these tion for the
regulations whereexit proposed de-
opportunity isrequired? listing.
• Approval of
shareholders
in ordinary
resolution.
• Application
made to
recognized
stock ex-
change.
• Website of the
StockEx-
change.
• Annual report
of the listed
entity.
5. Whether Merchant Banker has 8(1A) Letter of

beenappointed? appointment of
Merchant banker.
6. Whether the Board of Directors 8(1B) • Board reso-

of the listed entity have certified lution and
thefollowingwhileapprovingthe details givenby
proposal for delisting– the Board of
Directors.
• Compliance with the
applicable provisions of • Any related
securitieslaws. certifications
given by the
• Compliance with sub- Board.
regulation(5)ofregulation4
• Delistingisintheinterestof
shareholders.
103
104

7. Whether Merchant Banker has 8(1E) Due DiligenceReport

submitted due diligence reportto submitted by
the Board of Directors of the MerchantBanker.
listedentitycertifyingprovisions
under regulation 8(1E).
8. Whether an application seeking 8(2) Application and

in principle approval under clause audit report
(c) of sub- regulation (1) of submitted to the
regulation 8 has been Stock Exchange.
accompanied by an audit report
(reconciliation of share capital
audit) as required?
9. Whether the acquirers or 10(1) • Copies of the

promoters of the listed entity has newspapers.
made a public announcement of
the delisting in one English, • Website of the
Hindi and regional language listedentity.
newspaper?
10. Whetheranyacquirerorpromoter 10(6) Certification of the

ofthelistedentityhasappointed a Merchant Banker
Merchant Banker who is an regarding the same.
associate of that acquirer or
promoter?
11. Whether any entity belongingto 10(7) • Records from the

the acquirer, promoter and account of
promotergroupofthelistedentity DP/Deposito-
has sold the shares of the listed ries.
entityduringtheperiodfromthe • Details of all the
date of the Board Meeting in shares transaction
whichthedelistingproposalwas of such persons
approvedtillthecompletionofthe during last six
delistingprocess? months.
12. Whether the promoter has 11(1) Detailsof bank

openedanescrowaccountbefore account of the listed
making the publicannouncement entity.
105

and deposited the total estimated

amount of consideration?
13. Whether the promoter has 12(1) Letter of offer and

dispatched the letter of offer tothe proofofdispatchof
public shareholders of equity thesame.
shareswithin2daysfromthedate of
publicannouncement?
14. Whether the letter ofoffer 12(3) Public announce-

contains all the disclosuresmade ment made and
in the publicannouncement? letter of offer sent.
15. Whether the letter of offer is 12(4) Letter of Offer.

accompaniedwithabiddingform
foruseofpublicshareholdersand
aformfortenderingshares?
16. Whether the date of opening of 13(1) • Date of

the offer was not later than 7 opening of the
working days from the date of offer.
public announcement?
• P u b l i c
announcement
maderegarding
thesame.
17. Whether all public shareholders 14(1) Notices / public

of the equity shares which are announcement.
sought to be delisted have been
entitled to participate in thebook
buildingprocess?
18. Whether the offer price has been 15 Calculations made

determined under Schedule II in this behalf or
through book building after the certification given
fixation of floor price undersub- by the Merchant
regulation (2) of regulation15? Banker regarding
the same.
105
106

19. Whether the rightsofpromoter 16 Undertaking to be
tomakecounterofferorrejectthe taken from the
offer has been exercised? compliance officerof
the listedentity.
20. Whether theminimumnumber 17 • Record dateand

ofequityshareshasbeenacquired board resolu-
as per the regulation? tion.
• Proofofdelivery
of letter of
offers.
21. Whether the public 18 Copies of newspaper.

announcement innewspapers
has been made within 5 working
days of the closure of the offer?
22. If the offer fails, whether the 19 • Details from the

equitysharespledgedordeposited DPaccount.
has been returned within 10
• Refund orders
working days from the end of
made.
bidding period and escrow
account has been closed?
23. Whether the promoter has 20 Random credits

immediately transferred the entire made from the
amount due and payable as escrow account.
consideration upon success of the
offer?
24. Whether any remaining public 21 • Delisting proce-

shareholder has tendered his dure.
sharestothepromotergroupupto
aperiodofoneyearfromthedate of • Escrowaccount.
delisting and in such case
whether the promoter has
accepted the shares tendered at
the same final price at whichthe
earlier acceptance of shareswere
made?
107

25. Whether a recognized Stock 22 The order of the

Exchange has compulsorily Stock Exchangeand
ordered delisting of any equity details of notice
sharesofanylistedentityonany published by the
groundasprescribedintherules StockExchange.
made under Section 21 A of the
SCRA,1956?
26. In case of compulsory delisting, 23(2) • Valuation

whether the Stock Exchange has report.
appointedanindependentvaluer
• Actual de-
or valuers who is entrusted to
listing process
determine the fair value of the
based on the
delisted equityshares?
events
&relevant
documents.
107
108
Annexure I
I. RequirementsbeforetheSchemeofarrangementis
submitted for sanction by the National Company
Law Tribunal(NCLT)
A. Requirements to be fulfilled by ListedEntity
1. Designated StockExchange
(a) Listed entities shall choose one of the Stock Exchanges
havingnationwidetradingterminalsasthedesignatedStock
ExchangeforthepurposeofcoordinatingwithSEBI.
(b) For companies listed solely on regional Stock Exchange,

wherein exemption from Rule 19(2) (b) of Securities
Contracts (Regulation) Rules, 1957 is sought, the listed
entityshallobtainin-principleapprovalforlistingofequity
shares on any Stock Exchange having nationwide trading
terminals. In cases, wherein exemption from Rule 19(2)(b)
of Securities Contracts (Regulation) Rules, 1957 is not
soughtbythelistedentity,oneoftheStockExchangeshaving
nationwide trading terminals shall provide a platform for
dissemination of information of such Schemes and other
documents required under this circular. For such purpose,
Stock Exchanges having nationwide trading terminals may
charge reasonable fees from suchcompanies.
2. Submission ofDocuments
The Listed entity shall submit the following documents to the

Stock Exchanges:-
(a) Draft Scheme of arrangement/ amalgamation/ merger/

reconstruction/ reduction of capital,etc.;
(b) Valuation Report as per Para (4)below;
(c) ReportfromtheAuditCommitteerecommendingtheDraft
Scheme, taking into consideration, inter alia, the Valuation
Report.TheValuationReportisrequiredtobeplacedbefore the
Audit Committee of the listedentity;
(d) Fairness opinion by a SEBI Registered merchant banker on

valuationofassets/sharesdonebythevaluerforthelisted
entity and unlistedentity;
Guidance Note on Annual Secretarial Compliance Report 123
(e) Preandpostamalgamationshareholdingpatternofunlisted
entity;
(f) Audited financials of last 3 years (financials not beingmore

than 6 months old) of unlistedentity;
(g) Auditor’s Certificate as per Para (5)below;
(h) Detailed Compliance Report as per the format specified in

AnnexureIVdulycertifiedbytheCompanySecretary,Chief
Financial Officer and the Managing Director, confirming
compliance with various regulatory requirements specified
for schemes of arrangement and all accountingstandards.
3. Conditions for schemes of arrangement involving

unlistedentities
In case of schemes of arrangement between listed and unlisted

entities, the following conditions shall be satisfied:
(a) The listed entity shall include the applicable information

pertainingtotheunlistedentity/iesinvolvedinthescheme
intheformatspecifiedforabridgedprospectusasprovided in
Part D of Schedule VIII of the ICDR Regulations, in the
explanatory statement or notice or proposal accompanying
resolutiontobepassedsent totheshareholderswhileseeking
approval of thescheme.
The accuracy and adequacy of such disclosures shall be

certified by a SEBI Registered Merchant Banker after
following the due diligence process. Such disclosures shall
also be submitted to the Stock Exchanges for uploading on
their websites.
(b) The percentage of shareholding of pre-scheme public

shareholders of the listed entity and the Qualified
InstitutionalBuyers(QIBs)oftheunlistedentity,inthepost
schemeshareholdingpatternofthe“merged”companyshall
not be less than25%.
(c) Unlisted entities can be merged with a listed entity only if

the listed entity is listed on a Stock Exchange having
nationwide tradingterminals.
123
124 Guidance Note on Annual Secretarial Compliance Report
4. ValuationReport;
(a) All listed entities are required to submit a valuation report

from an Independent CharteredAccountant.
(b) However, Valuation Report is not required in cases where
there is no change in the shareholding pattern of the listed
entity / resultantcompany.
(c) For the limited purpose of this Circular, 'change in the
shareholding pattern' shallmean;
(i) change in the proportion of shareholding of any of the
existing shareholders of the listed entity in theresultant
company;or
(ii) new shareholder being allotted equity shares of the
resultant company;or
(iii) existing shareholder exiting the company pursuant to
the Scheme ofArrangement
(d) Further, a few examples illustrating'no change in
shareholding pattern' are indicatedbelow:
(i) In case a listed entity (say, “entity A”) demerges a unit
and makes it a separate company (say, “entityB”);
(1) if the shareholding of entity B is comprised only of
the shareholders of entity A;and
(2) if the shareholding pattern of entity B is the same as
in entity A;and
(3) every shareholder in entity B holds equity shares in
the same proportion as held in entity A before the
demerger
(ii) In case a wholly-owned-subsidiary (say, "entity X") of a
listed entity is merged with its parent listed entity (say,
"entityY"),wheretheshareholdersandtheshareholding
patternofentityYremainsthesame,itwillbetreatedas 'no
change in shareholdingpattern'.
For the limited purpose of this Circular, 'resultant company'
shallmeanacompanyarising/remainingafterthelistedentity
undertakes a Scheme ofArrangement.
5. Auditor’scertificate
(a) An auditors’ certificate shall be filed to the effect that the
accounting treatment contained in the scheme is in
compliance with all the Accounting Standards specified
by the Central Government under Section 133 of the
CompaniesAct,2013readwiththerulesframedthereunder or
the Accounting Standards issued by ICAI, as applicable,
and other generally accepted accountingprinciples.
Provided that in case of companies where the respective
sectoral regulatory authorities have prescribed norms for
accounting treatment of items in the financial statements
contained in the scheme, the requirements of the regulatory
authorities shall prevail.
Explanation – For this purpose, mere disclosure of deviations
inaccounting treatments as prescribed in the aforementioned
AccountingStandardsandothergenerallyacceptedAccounting
Principles shall not be deemed as compliance with theabove.
(b) The standard format for auditors’ certificate would be as
per AnnexureII.
6. Redressal ofComplaints
(a) The Listed entity shall submit to Stock Exchanges a ‘Report

onComplaints’whichshallcontainthedetailsofcomplaints/
comments received by it on the Draft Scheme from various
sources (complaints/comments written directly to the listed
entity or forwarded to it by the Stock Exchanges/SEBI) as
per Annexure III of this Circular prior to obtaining
Observation Letter from Stock Exchanges on DraftScheme.
(b) ‘Report on Complaints’ as mentioned above, shall be

submitted by listed entity to the Stock Exchanges within 7
days of expiry of 21 days from the date of filing of Draft
SchemewithStockExchangesandhostingtheDraftScheme
along with documents specified under para (2) above on
the websites of Stock Exchanges and the listedentity.
7. Disclosure on theWebsite
(a) ImmediatelyuponfilingoftheDraftSchemeofarrangement
with the Stock Exchanges, the listed entityshall disclose
125
the Draft Scheme of arrangement and all the documents

specified under para (2) above on its website.
(b) Listed entity shall also disclose the Observation Letter of

the Stock Exchanges on its website within 24 hours of
receiving thesame.
8. Explanatory Statement or notice or proposal

accompanying resolution sent to shareholders for
seeking approval ofscheme
(a) TheListedentityshallincludetheObservationLetterofthe
Stock Exchanges, in the explanatory statement or notice or
proposal accompanying resolution to be passed sent to the
shareholders seeking approval of theScheme.
(b) The listed entity shall ensure that in the explanatory

statementornoticeorproposalaccompanyingresolutionto be
passed, it shall disclose the pre and post-arrangement or
amalgamation, expected capital structure andshareholding
pattern,andthe“fairnessopinion”obtainedfromamerchant
bankers on valuation of assets / shares done by the
independent chartered accountant for the listed entity and
unlistedentity.
(c) The Listed entity shall upload the ‘Report on Complaints’

as provided in Para 6 (b) and the ‘Compliance Report’ as
providedinPara2(h)above,onthecompany’swebsiteand
websites of StockExchanges.
9. ApprovalofShareholderstoSchemethroughe-Voting
(a) The Listed entities shall ensure that the Scheme of

ArrangementsubmittedwiththeNCLTforsanction,provides
for voting by public shareholders through e-voting, after
disclosure of all material facts in the explanatory statement
sent to the shareholders in relation to suchresolution.
(b) The Scheme of arrangement shall be acted upon only if the

votes cast by the public shareholders in favour of the
proposal are more than the number of votes cast by the
public shareholders against it, in the followingcases:
i. WhereadditionalshareshavebeenallottedtoPromoter/
Promoter Group, Related Parties of Promoter / Promoter

Group, Associates of Promoter / Promoter Group,
Subsidiary/(s)ofPromoter/PromoterGroupofthelisted
entity,or
ii. Where the Scheme of Arrangement involves the listed

entity and any other entity involving Promoter /
PromoterGroup,RelatedPartiesofPromoter/Promoter
Group, Associates of Promoter / Promoter Group,
Subsidiary/(s) of Promoter / PromoterGroup.
iii. Wheretheparent listed entityhasacquired,eitherdirectly

orindirectly,theequitysharesofthesubsidiaryfromany of
the shareholders of the subsidiary who may be
Promoter/PromoterGroup,RelatedPartiesofPromoter/
Promoter Group, Associates of Promoter / Promoter
Group, Subsidiary/(s) of Promoter / Promoter Group of
the parent listed entity, and if that subsidiary is being
merged with the parent listed entity under theScheme.
iv. Wheretheschemeinvolvingmergerofanunlistedentity
results in reduction in the voting share of pre-scheme
public shareholders of listed entity in the transferee /
resulting company by more than 5% of the total capital
of the mergedentity;
v. where the scheme involves transfer of whole or

substantially the whole of the undertaking of the listed
entity and the consideration for such transfer is not in
the form of listed equityshares;
For the purpose of this clause, the expression“substantially

the whole of the undertaking” in any financial year shall
mean twenty per cent or more of value of the company in
termsofconsolidatednet worthorconsolidatedtotalincome
during previous financial year as specified in Section
180(1)(a)(i) of the Companies Act,2013.
Forthepurposeofthisclause,theterm'public'shallcarry the
same meaning as defined under Rule 2 of Securities
Contracts (Regulation) Rules,1957.
(c) For all other cases, the requirements stated at para (9)(b)
above,i.e.approvalonlybypublicshareholders,shallnotbe
127
applicable. In such cases, the listed entities shall furnish an

undertaking certified by the auditor and duly approved by
the Board of the company, clearly stating the reasons for
non-applicability of para (9)(a) above.
(d) The undertaking as referred to in Para (9)(c) above shall be

displayedonthewebsitesofStockExchangesandthelisted
entity along with other documents submitted, as stipulated
under Para (2)above.
e) Any misstatement or furnishing of false information with

regard to the said undertaking would be viewed seriously
and liable for punitive action as per the provisions of
applicable laws and regulations.
10. Subsequent to filing the draft scheme with SEBI, no

changes to the draft scheme, except those mandated by the
regulators / authorities / tribunal shall be made without
specific written consent ofSEBI.
B. Obligations of StockExchange(s)
1. The designated Stock Exchange, upon receipt of the Draft

Scheme of Arrangement and documents referred to at para(A)
(2)aboveshallforwardthesametoSEBIwithinthreeworking
days.
2. The ‘Report on Complaints’ shall be forwarded by the Stock

Exchanges to SEBI before SEBI communicates its comments
on the Draft Scheme to the Stock Exchanges. Such Report shall
be submitted as per the format specified at Annexure III to this
Circular.
3. The Stock Exchanges where the specified securities are listed /

proposed to be listed shall also disclose on their websites the
documents listed at para (A) (2) above immediately on receipt.
It shall also disclose the Observation Letter on its website
immediately uponissuance.
4. Stock Exchanges shall provide the ‘Observation Letter’ or ‘No-

Objection’ letter to SEBI on the draft scheme. In case of
companieslistedexclusivelyonRegionalStockExchanges,SEBI
shall issue Comment letter upon receipt of Observation Letter’
or‘No-Objection’letterfromtheDesignatedStockExchange.
In other cases, SEBI shall issue Comment letter upon receipt of

Observation Letter’ or ‘No-Objection’ letter from Stock
Exchanges having nationwide trading terminals.
C. Processing of the Draft Scheme bySEBI
1. UponreceiptofObservationLetter’or‘No-Objection’letterfrom the
Stock Exchanges, SEBI shall provide its comments on the Draft
Scheme of arrangement to the Stock Exchanges. While
processing the Draft Scheme, SEBI may seek clarificationsfrom
any person relevant in this regard including the listed entity or
the Stock Exchanges and may also seek an opinion from an
Independent CharteredAccountant.
2. SEBI shall endeavour to provide its comments on the Draft

Schemetothestockexchangeswithin30daysfromthelaterof
thefollowing:
(a) date of receipt of satisfactory reply on clarifications, if any

sought from the listed entity by SEBI;or
(b) date of receipt of opinion from Independent Chartered

Accountant, if sought by SEBI;or
(c) dateofreceiptofObservationLetter’or‘No-Objection’letter
from the StockExchanges.
(d) dateofreceiptofcopyofin-principleapprovalforlistingof
equity shares of the company seeking exemption from Rule
19(2)(b) of Securities Contracts (Regulation) Rules, 1957
on designated Stock Exchange, in case the listed entity is
listed solely on regional StockExchange.
3. Allcomplaints/commentsreceivedbySEBIontheDraftScheme of
arrangement shall be forwarded to the designated Stock
Exchange,fornecessaryactionandresolutionbythelistedentity.
II. Requirements after the Scheme is Sanctioned by the

Hon’bleHighCourt/NCLT(hereinafterreferredtoas
“ApprovedScheme”)
1. Submission ofDocuments
Upon sanction of the Scheme by the Hon’ble High Court/
129
130
NCLT, the listed entity shall submit the documents mentioned

below to the Stock Exchanges:-
(a) Copy of the High Court/ NCLT approvedScheme;

(b) Result of voting by shareholders for approving theScheme;
(c) Statement explaining changes, if any, and reasons for such
changescarriedoutintheApprovedSchemeofarrangement
vis-à-vis the Draft Scheme ofarrangement
(d) Status of compliance with the Observation Letter or No
Objection Letter of the StockExchange(s)
(e) The application seeking exemption from Rule 19(2)(b) of
SCRR, 1957, wherever applicable;and
(f) ReportonComplaintsasperAnnexureIIIofthisCircular.
III.ApplicationforrelaxationunderSub-rule(7)ofrule
19oftheSecuritiesContracts(Regulation)Rules,1957
A. Requirements to be fulfilled by Listed Entity for

Listing of EquityShares
1. Eligibility conditions for companies seeking

relaxation under sub-rule (7) of rule 19 of the
Securities Contracts (Regulation) Rules,1957
A listed issuer may submit the Draft Scheme of arrangement

under sub-rule (7) of rule 19 of the Securities Contracts
(Regulation) Rules, 1957, thereby seeking relaxation from the strict
enforcement of clause (b) to sub-rule (2) of rule 19 thereof, for
listingofitsequitysharesonarecognizedStockExchangewithout
makinganinitialpublicoffer,ifitsatisfiesthefollowingconditions:
(a) The equity shares sought to be listed are proposed to be

allotted by the unlisted issuer (transferee entity) to the
holders of securities of a listed entity (transferor entity)
pursuant to a scheme of reconstruction or amalgamation
(Scheme) sanctioned by NCLT under Section 230-234 of
the Companies Act,2013;
(b) Atleasttwentyfivepercentofthepost-schemepaidupshare
capital of the transferee entity shall comprise of shares
allotted to the public shareholders in the transferorentity;
131
(c) The transferee entity will not issue/ reissue any shares, not
covered under the Draft Scheme ofarrangement;
(d) Asondateofapplication,therearenooutstandingwarrants/
instruments/ agreements which give right to any personto
take the equity shares in the transferee entity at any future
date. If there are such instruments stipulated in the Draft
Scheme, the percentage referred to in Para (b) above shall
be computed after giving effect to the consequent increase
ofcapitalonaccountofcompulsoryconversionsoutstanding as
well as on the assumption that the options outstanding, if
any, to subscribe for additional capital will be exercised;
and
(e) Thesharesofthetransfereeentityissuedinlieuofthelocked- in
shares of the transferor entity will be subject to lock-in for
the remainingperiod.
2. Additionalconditionsforentitiesseekingrelaxation
under sub-rule (7) of rule 19 of the Securities
Contracts (Regulation) Rules,1957
StockExchangesshallensurethat,anunlistedissuermaymake an
application to the Board under sub-rule (7) of rule 19 of the
SCRR, pursuant to Part III of Annexure I this Circular if it
satisfies the followingconditions:
(a) Observation Letter or No Objection Letter has been issued

bytheStockExchangestotheDraftSchemeofarrangement;
(b) The listing of the equity shares of the transferee entity is in
termsoftheSchemesanctionedbytheHon’bleHighCourt/
NCLT or its order whereby the Scheme of arrangement has
beensanctioned;
(c) Theequitysharessoughttobelistedhavebeenallottedby
the unlisted issuer (transferee entity) to the holders of
securities of a listed entity (transferorentity);
(d) Thenamesoftheallotteeshavebeenenteredasbeneficialowners in
the records of the depositories pursuant to the Scheme or
share certificateshavebeendispatchedtotheallottees.
3. In case of a scheme involving hiving-off of a division from a

listed entity into an unlisted entity the entire pre-schemeshare
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132
capital of the unlisted issuer seeking listing shall be locked in as

follows:
(a) Shares held by Promoters up to the extent of twenty

percent of the post-merger paid-up capital of the unlisted
issuer, shall be locked-in for a period of three years from
the date of listing of the shares of the unlistedissuer;
(b) The remaining shares shall be locked-in for a period of one

year from the date of listing of the shares of the unlisted
issuer.
(c) No additional lock-in shall be applicable if the post scheme

shareholdingpatternoftheunlistedentityisexactlysimilar to
the shareholding pattern of the listedentity.
4. The listed entity and/or transferee entity (unlisted entity), as

applicable, shall ensure that it has completed steps for listing of
its specified securities, within thirty days of the receipt of the
orderoftheHon’bleHighCourt/NCLTsanctioningtheScheme,
simultaneously on all the Stock Exchanges where the equity
shares of the listed entity (or transferor entity) are/werelisted.
5. It shall be ensured that trading in securities commences within

forty five days of the order of the Hon’ble High Court/ NCLT.
Before commencement of trading, the transferee entity shall
giveanadvertisementinoneEnglishandoneHindinewspaper
with nationwide circulation and one regional newspaper with
wide circulation at the place where the registered office of the
transferee entity (is situated, giving followingdetails:
(a) Name and address of its registeredoffice;
(b) Details of change of name and/or objectclause;
(c) Capital structure - pre and post scheme of amalgamation.

Thisshallprovidedetailsoftheauthorized,issued,subscribed
and paid up capital (Number of instruments, description,
and aggregate nominalvalue);
(d) Shareholding pattern giving details of its promoter group

shareholding, groupcompanies;
(e) Names of its ten largest shareholders - numberand

133
percentage of shares held by each of them, their interest, if

any;
(f) Details of its promoters - educational qualifications,

experience,address;
(g) Business and itsmanagement;
(h) Reason for theamalgamation;
(i) Financial statements for the previous three years prior to

the date oflisting;
(j) Latest audited financial statements along with notes to

accountsandanyauditqualifications.Changeinaccounting
policiesinthelastthreeyearsandtheireffectonprofitsand
reserves (Financial statements should not be later than six
months prior to the date oflisting);
(k) Details of its other group companies including their capital

structure and financialstatements;
(l) Outstandinglitigationsanddefaultsofthetransfereeentity,
promoters, directors or any of the groupcompanies;
(m) Particulars of high, low and average prices of the shares of

thelistedtransferorentityduringtheprecedingthreeyears;
(n) Anymaterialdevelopmentafterthedateofthebalancesheet;and
(e) Such other information as may be specified by the Board

from time to time.
B. Application by a listed entityfor Listing of Equity

Shares with Differential Rights as to Dividend,
Voting orOtherwise:
A listed entity desirous of listing of its equity shares with

differential rights as to dividend, voting or otherwise, without
makinganinitialpublicofferofsuchequityshares,maymakean
applicationtotheBoard undersub-rule(7)ofrule19oftheSCRR
seeking relaxation from strict enforcement of clause (b) to sub-
rule (2) of rule 19 thereof if it satisfies the followingconditions:
(a) suchequitysharesareissuedtoalltheexistingshareholders as
on recorddate by way of rights or bonus issue;
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134
(b) the issuer is in compliancewith the conditions of minimum

publicshareholdingrequirementstipulatedinregulation38 of
Listing Regulation, with reference to the equity shares
already listed and the equity shares with differential rights
proposed to be listed;and
(c) the issuer undertakes to disclose the shareholding pattern

of the equity shares with differential rights separately in
termsofrequirementsofregulation31oflistingregulations.
C. Application by a listed entity for Listing of warrants

Offered Along With Non-Convertible Debentures
(NCDs):
Alistedentity,desirousoflistingofitswarrantswithoutmaking an
initial public offer of warrants, may make an application to the
Board under sub-Rule (7) of rule 19 of the SCRR seeking
relaxation from strict enforcement of clause (b) to sub-rule (2)
of rule 19 if it satisfies the followingconditions:
(a) warrants are issued as combined offering of NCDs and

warrants through qualified institutions placement under
Chapter VIII of the ICDRRegulations;
(b) theissuerisincompliancewithalltheprovisionsofChapter
VIII of the ICDR Regulations ;and
(c) NCDs and warrants shall be traded in the minimum trade

lot of one lakhrupees.
D. Requirements to be fulfilled by StockExchange(s)
1. The designated Stock Exchange shall forward the documents

to the Board along with its recommendations on documents
and recommendation, if applicable, on the application for
granting exemption, under sub-rule (7) of rule 19 ofSCRR.
E. Processing of the Scheme bySEBI
1. The Board may, while granting relaxation, if any, under sub-

rule (7) of rule 19 of SCRR, stipulate any other conditions as
may be deemed necessary in the interest of investors and
securities market, under the facts and circumstances of the
specificcase.
135
2. SEBI shall endeavour to intimate its comments/approval,

wherever applicable, to the designated Stock Exchange within
30 days of receipt of complete information, including the no-
objection certificate from the StockExchange.
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140
CIRCULAR
CIR/CFD/CMD/14/2015 November 30, 2015
To
The Listed Entities

The Recognized Stock Exchanges
Dear Sir/Madam,
Sub: Manner of achieving minimum public

shareholding
1. Regulation38ofSecuritiesandExchangeBoardofIndia(Listing
Obligations and Disclosure Requirements) Regulations, 2015
providesthatthelistedentityshallcomplywithminimumpublic
shareholding requirements in the manner as specified by the
Board from time totime.
2. In order to achieve the minimum level of public shareholding

specified in Rule 19(2)(b) and/or Rule 19A of the Securities
Contracts (Regulation) Rules, 1957, the Listed Entity shall adopt
any of the following methods:-
i. Issuance of shares to public through prospectus;

ii. Offerforsaleofsharesheldbypromoterstopublicthrough
prospectus;
iii. Sale of shares held by promoters through the secondary
market in terms of SEBI circular CIR/MRD/DP/05/2012
dated February 1,2012;
iv. Institutional Placement Programme (IPP) in terms of Chapter
VIIIAofSEBI(IssueofCapitalandDisclosureRequirements)
Regulations,2009;
v. Rights Issue to public shareholders, with promoter/
promoter group shareholders forgoing their entitlement to
equity shares, that mayarise from such issue;
vi. Bonus Issues to public shareholders, withpromoter/
141
promoter group shareholders forgoing their entitlement to

equity shares, that may arise from such issue;
vii. AnyothermethodasmaybeapprovedbySEBIonacaseto
casebasis.Forthispurpose,thelistedentitiesmayapproach
SEBI with appropriate details. SEBI would endeavor to
communicate its decision within 30 days from the date of
receipt of the proposal or the date of receipt of additional
information as sought from thecompany.
3. TheStockExchangesareadvisedtobringtheprovisionsof this
circulartothenoticeofthelistedentitiesandalsotodisseminate the
same on its website. This circular shall come into force on
December 01,2015.
4. ThisCircularisissuedinexerciseofthepowersconferredunder
Section11andSection11AoftheSecuritiesandExchangeBoard
ofIndiaAct,1992readwithRegulation38andRegulation101(2)
ofSecuritiesandExchangeBoardofIndia(ListingObligations
and Disclosure Requirements) Regulations,2015.
5. This circular is available on SEBI website at www.sebi.gov.in

under the categories “Legal Framework” and “Continuous
DisclosureRequirements”.
Yoursfaithfully,
BNSahooG
eneralManager
Compliance
andMonitoringDivisionCorporati
on FinanceDepartment
biranchins@sebi.gov.in
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146
Annexure II
Format to be submitted by listed entity at the end of

the financial year (for the whole of financial year)
147
148
Annexure III
Format to be submitted by listed entity at the end

of 6 months after end of financial year along-with
second quarter report of next financialyear
149
CIRCULAR
June 16, 2015
To
All Recognised Stock Exchanges
Dear Sir/Madam,
Sub: Requirements specified under the SEBI (Share

Based Employee Benefits) Regulations, 2014
1. This has reference to the SEBI (Share Based Employee Benefits)

Regulations, 2014 ("the Regulations") notified on October 28,
2014.TheRegulationsprovideforcertainprocesses/disclosure
requirements to be specified by SEBI. Accordingly, necessary
guidelines are being issued and given in the Annexure to this
circular.
2. The stock exchanges are advised to bring the contents of this

circulartothenoticeofthecompanieslistedonthemandensure
itscompliance.
3. This circular is being issued in exercise of the powers under

regulation 28 of the Regulations and section 11 read with
section 11A of the Securities and Exchange Board of India Act,
1992.
4. This circular is available on SEBI website at

www.sebi.gov.inunder the categories “Legal Framework”
and “Issues and Listing”.
Yoursfaithfully,
AmitTandon
Deputy GeneralManager
+91-22-26449373
amitt@sebi.gov.in
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150
Annexure
Requirements under the SEBI (Share Based

Employee Benefits) Regulations, 2014
Regulation 3(3) - Minimum Provisions in Trust Deed
The trust deed shall, inter alia, cover the following:
1. Details of the trust,including:
(i) Name of thetrust;

(ii) Object of thetrust;
(iii) Details ofsettlor;
(iv) Details of scheme(s)administered;
(v) Source offunds;
(vi) Description of the manner in which the trust funds shall be
used for meeting object of thetrust;
(vii) Description of the classes of beneficiaries along with their
rights andobligations;
(viii) Details oftrustee(s);
2. Powers and duties of trustee(s),including:
(i) Frame rules for administration of the scheme(s) in

compliance with the scheme documents, object of the trust
and theregulations;
(ii) Maintain books of accounts of trust as required under law

including theregulations;
3. Provisions on dissolution of thetrust;
4. Trustdeedshallprovidethatitwouldbethedutyofthetrustees to
act in the interest of employees who are beneficiaries of the
trust and subject to provisions of the regulations, it shall not
act in any manner or include any provision in the trust deed
that would be detrimental to the interests of thebeneficiaries.
5. Such other clauses which are necessary for safeguarding the

interests of thebeneficiaries.
151
Regulation 5(3) - Terms and Conditions of schemes to

be formulated by theCompensation Committee
TheCompensationCommitteeisrequiredtoformulatethedetailed
terms and conditions of the schemes which shall, inter alia,include
the followingprovisions:
a. the quantum of option, SAR, share or benefit as the case

may be, per employee and in aggregate under ascheme;
b. the kind of benefits to be granted under a scheme covered

by Part D and PartE of Chapter III of the regulations;
c. the conditions under which options, SAR, shares or other

benefitsasthecasemaybe,mayvestinemployeesandmay
lapseincaseofterminationofemploymentformisconduct;
d. the exercise period within which the employee can exercise

the options or SARs and that options or SARs would lapse
onfailure to exercise the same within the exercise period;
e. the specified time period within which the employee shall

exercise the vested options or SARs in the event of
termination or resignation of anemployee;
f. therightofanemployeetoexercisealltheoptionsorSARs, as
the case may be, vested in him at one time or at various
points of time within the exerciseperiod;
g. the procedure for making a fair and reasonable adjustment

to the entitlement including adjustment to the number of
options/SARs and to the exercise price in case of corporate
actions such as rights issues, bonus issues, merger, sale of
divisionandothers.Inthisregard,thefollowingshall,inter alia,
be taken into consideration by the compensation
committee:
i. thenumberandpriceofoptions/SARsshallbeadjusted in
a manner such that total value to the employee ofthe
options/SARremainsthesameafterthecorporateaction;
ii. thevestingperiodandthelifeoftheoptions/SARshall
beleftunalteredasfaraspossibletoprotecttherights
oftheemployee(s)whoisgrantedsuchoptions/SARs;
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152
h. the grant, vesting and exercise of shares, options or SARs

in case of employees who are on longleave;
i. eligibilitytoavailbenefitsunderschemescoveredbyPartD
and/or Part E of Chapter III of the regulations in case of
employees who are on long leave;and
j. theprocedureforcashlessexerciseofoptions/SARs.
153
Regulation6(2)-Contentsoftheexplanatorystatement to
the notice and resolution for shareholdersmeeting
Theexplanatorystatementtothenoticeandtheresolutionproposed to
be passed for the schemes in general meeting shall, inter alia,
contain the followinginformation:
a. brief description of thescheme(s);
b. the total number of options, SARs, shares or benefits, as

the case may be, to begranted;
c. identification of classes of employees entitled to participate

and be beneficiaries in thescheme(s);
d. requirements of vesting and period ofvesting;
e. maximum period (subject to regulation 18(1) and 24(1) of

the regulations, as the case may be) within which the
options/SARs/benefit shall bevested;
f. exerciseprice,SARprice,purchasepriceorpricingformula;
g. exercise period and process ofexercise;
h. the appraisal process for determining the eligibility of

employees for thescheme(s);
i. maximum number of options, SARs, shares, as the case

may be, to be issued per employee and inaggregate;
j. maximumquantumofbenefitstobeprovidedperemployee
under ascheme(s);
k. whether the scheme(s) is to be implemented and

administered directly by the company or through atrust;
l. whether the scheme(s) involves new issue of shares by the

company or secondary acquisition by the trust orboth;
m. theamountofloantobeprovidedforimplementationofthe
scheme(s) by the company to the trust, its tenure, utilization,
repayment terms,etc.;
n. maximum percentage of secondary acquisition (subjectto
153
154
limits specified under the regulations) that can be made by

the trust for the purposes of the scheme(s);
o. a statement to the effect that the company shall conform to

the accounting policies specified in regulation15;
p. themethodwhichthecompanyshallusetovalueitsoptions
orSARs;
q. the following statement, ifapplicable:
'In case the company opts for expensing of share based

employee benefits using the intrinsic value, the difference
between the employee compensation cost so computedand
the employee compensation cost that shall have been
recognizedifithadusedthefairvalue,shallbedisclosedin the
Directors’ report and the impact of this difference on
profits and on earnings per share (“EPS”) of the company
shall also be disclosed in the Directors'report.'
155
Regulation 10(b) - Information required in the

statement to be filed with Stock Exchange(s)
Description of Schemes
1 Authorized Share Capital of theCompany.

2 IssuedShareCapitaloftheCompanyasondateofInstitution of
the scheme/ amendment of thescheme.
3 Date of institution of the scheme/ amendment of the
scheme.
4 Validity period of thescheme.
5 Date of notice of AGM/EGM for approving the scheme/for
amendingthescheme/forapprovinggrantsunderregulation6(3)
of the SEBI (Share Based Employee Benefits) Regulations,
2014.
6 Date of AGM/EGM approving the scheme/amending the
scheme/approvinggrantsunderregulation6(3)oftheSEBI
(Share Based Employee Benefits) Regulations,2014.
7 Kind of benefit granted under thescheme.
8 Identity of classes of persons eligible under thescheme:
a. Permanentemployees
b. Permanent employees outsideIndia
c. Permanent employees ofsubsidiary
d. Permanent employees of holdingcompany
e. Permanent employees of associatecompany
f. Whole-timedirectors
9 Total number of shares reserved under the scheme, as
applicable.
10 Number of shares entitled under thegrant.
11 Total number of grants to bemade.
12 Maximum number of shares, options, SARs or benefits to
be granted per employee per grant and inaggregate.
13 Exercise price or pricingformula.
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156
14 Whether any amount payable at the time of grant? If so,

quantum of such amount.
15 Lock-in period under thescheme.
16 Vesting period under thescheme.
17 Maximum period within which the grant shall bevested.
18 Exercise period under thescheme.
19 Whether employee can exercise all the options or SARs
vested at one time?Yes/No
20 Whether employee can exercise vested options or SARs at
various points of time within the exercise period?Yes/No
21 Whether scheme provides for the procedure for making a
fair and reasonable adjustment to the number of options or
SARsandtotheexercisepriceincaseofrightsissues,bonus
issues and other corporate actions? Clause in scheme
describing suchadjustment.
22 Description of the appraisal process for determining the
eligibility of employees under thescheme.
23 The specified time period within which vested options or
SARs are to be exercised in the event of termination or
resignation of anemployee.
24 The specified time period within which options or SARs to
be exercised in the event of death of theemployee.
25 Whether scheme provides for conditions under which
options,SARs,orbenefitsvestedinemployeesmaylapsein
case of termination of employment for misconduct? Clause
in Scheme describing such adjustment.
26 Whether scheme provides for conditions for the grant,
vesting and exercise of options, SARs or benefits in case of
employees who are on long leave? Clause in scheme
describing suchadjustment.
27 Whetheramountpaid/payablebytheemployeeatthetimeof
the grant of the options, SARs or benefits will be forfeited if
the employee does not exercise the same within the exercise
period? Clause in scheme describing suchadjustment.
28 Details of approval of shareholders pursuant toregulation
157
6(3) of the SEBI (Share Based Employee Benefits)

Regulations, 2014 with respect to:
a. Granttoemployeesofsubsidiaryorholdingorassociate
company.
b. Granttoidentifiedemployees,duringanyoneyear,equal to
or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the company
at the time ofgrant.
29 Details of the variation made to the scheme along with the
rationale therefor and the details of the employees who are
beneficiary of suchvariation:
Sd/-
Company Secretary
Place:
Date:
Documents to be filed with registration statement
1 Copy of scheme, certified by the CompanySecretary.

2 Copy of notice of AGM/EGM approving the scheme/for
amendingthescheme/forapprovinggrantsunderregulation
6(3) of the SEBI (Share Based Employee Benefits)
Regulations, 2014, certified by the CompanySecretary.
3 Copyofresolutionofshareholdersforapprovingthescheme/
for amending the scheme/for approving grants under
regulation 6(3) of the SEBI (Share Based Employee Benefits)
Regulations, 2014, certified by the CompanySecretary.
4 List of Promoters as defined under the SEBI (Share Based
Employee Benefits) Regulations,2014.
5 Copy of latest AnnualReport.
6 CertificateofAuditoroncompliancewithoftheSEBI(Share
Based Employee Benefits) Regulations,2014.
7 Specimen copy of sharecertificate.
8 Any other relevantdocuments.
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158
Undertakings
The undersigned company hereby undertakes:
1 To file, a post-effective amendment to this statement to

includeanymaterialinformationwithrespecttothescheme of
distribution not previously disclosed in the statement or
anymaterialchangetosuchinformationinthestatement.
2 To notify, the concerned stock exchanges on which the

shares of the company are listed, of each issue of shares
pursuant to the exercise of options or SARs under the
schemementionedinthisstatement,intheprescribedform, as
amended from time totime.
3 That the company shall conform to the accounting policies

specifiedinregulation15oftheSEBI(ShareBasedEmployee
Benefits) Regulations,2014.
4 That the scheme confirms to the SEBI (Share Based

Employee Benefits) Regulations,2014.
5 Thatthecompanyhasinplacesystems/codes/procedures to
comply with the SEBI (Prohibition of Insider Trading)
Regulations, 1992 or any modification or re-enactment
thereto.
Signatures
1. PursuanttotherequirementsoftheSEBIAct/Regulations, the
company certifies that it has reasonable grounds to believe
that it meets all the requirements for the filing of this form
and has duly caused this statement to be signed
onitsbehalfbytheundersigned,thereunto,dulyauthorized
Name of thecompany
Sd/-
Name of the ComplianceOfficer
Designation
Date:
Place:
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2. Certification by Registered Merchant Banker, pursuant to

regulation 12(6) of the SEBI (Share Based Employee Benefits)
Regulations, 2014:
“Certified that the scheme conforms to the SEBI (Share

Based Employee Benefits) Regulations, 2014.”
Date: AuthorisedSignatory
Place: Name of the MerchantBanker
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160
Regulation 10(c) - Format of notification for issue of

shares
1. Company name and address of Registered Office:

2. Name of the Stock Exchanges on which the company’s
shares are listed:
3. Filing date of the statement referred in regulation 10(b) of
the SEBI (Share Based Employee Benefits) Regulations, 2014
with StockExchange:
4. Filing Number, if any:
5. Title of the Scheme pursuant to which shares are issued, if
any:
6. Kind of security to be listed:
7. Par value of the shares:
8. Date of issue of shares:
9. Number of shares issued:
10. Share Certificate No., if applicable:
11. Distinctive number of the share, if applicable:
12. ISINNumberofthesharesifissuedinDemat:
13. Exercise price pershare:
14. Premium per share:
15. Total Issued shares after this issue:
16. Total Issued share capital after this issue:
17. Details of any lock-in on the shares:
18. Date of expiry of lock-in:
19. Whether shares identical in all respects to existing shares if
not, when will they become identical?:
20. Details of listing fees, if payable:
Signature of Company Secretary/Compliance Officer
Date:
Place:
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Regulation 14 - Disclosures by the board of directors
The board of directors in their report shall disclose any material

change in the scheme(s) and whether the scheme(s) is / are in
compliance with the regulations.
Further, the following details, inter alia, shall be disclosed on the

company's website and a web-link thereto shall be provided in the
report of board of directors.
A. Relevant disclosures in terms of the 'Guidance note on

accounting for employee share-based payments' issued by
ICAI or any other relevant accounting standards as
prescribed from time totime.
B. Diluted EPS on issue of shares pursuant to all the schemes

covered under the regulations shall be disclosed in
accordance with 'Accounting Standard 20 - Earnings Per
Share' issued by ICAI or any other relevant accounting
standards as prescribed from time totime.
C. Details related toESOS
(i) A description of each ESOS that existed at any time

during the year, including the general terms and
conditions of each ESOS, including-
(a) Date of shareholders’approval

(b) Total number of options approved underESOS
(c) Vestingrequirements
(d) Exercise price or pricingformula
(e) Maximum term of optionsgranted
(f) Source of shares (primary, secondary or
combination)
(g) Variation in terms ofoptions
(ii) MethodusedtoaccountforESOS-Intrinsicorfairvalue.
(iii) Where the company opts for expensing of the options

using the intrinsic value of the options, the difference
between the employee compensation cost so computed
andtheemployeecompensationcostthatshallhavebeen
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162
recognized if it had used the fair value of the options

shallbedisclosed.Theimpactofthisdifferenceonprofits
and on EPS of the company shall also be disclosed.
(iv) Option movement during the year (For eachESOS):
Particulars Details
Number of options outstanding at the

beginning of the period
Number of options granted during the

year
Number of options forfeited / lapsed

during the year
Number of options vested during the year
Number of options exercised during the

year
Number of shares arising as a result of

exercise of options
Money realized by exercise of options

(INR), if scheme is implemented directly
by the company
Loan repaid by the Trust during the year

from exercise price received
Number of options outstanding at the

end of the year
Number of options exercisable at the end

of the year
(v) Weighted-averageexercisepricesandweighted-average
fair values of options shall be disclosed separately for
options whose exercise price either equals or exceedsor
is less than the market price of thestock.
(vi) Employee wise details (name of employee,designation,

163
number of options granted during the year, exercise

price) of options granted to -
(a) senior managerialpersonnel;
(b) any other employee who receives a grant in anyone
year of option amounting to 5% or more of option
granted during that year;and
(c) identified employees who were granted option,
duringanyoneyear,equaltoorexceeding1%ofthe
issued capital (excluding outstanding warrants and
conversions) of the company at the time ofgrant.
(vii) Adescriptionofthemethodandsignificantassumptions
usedduringtheyeartoestimatethefairvalueofoptions
including the followinginformation:
(a) the weighted-average values of share price,exercise
price, expected volatility, expected option life,
expecteddividends,therisk-freeinterestrateandany
other inputs to themodel;
(b) the method used and the assumptions made to
incorporate the effects of expected earlyexercise;
(c) how expected volatility was determined, including
an explanation of the extent to which expected
volatilitywasbasedonhistoricalvolatility;and
(d) whether and how any other features of the option
grant were incorporated into the measurement of
fair value, such as a marketcondition.
Disclosures in respect of grants made in three years
prior to IPO under each ESOS
(i) Until all options granted in the three years prior to the IPO
have been exercised or have lapsed, disclosures of the
information specified above in respect of such optionsshall
also bemade.
D. Details related toESPS
(i) The following details on each ESPS under which
allotments were made during theyear:
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164
(b) Number of sharesissued
(c) The price at which such shares areissued
(d) Lock-inperiod
(ii) The following details regarding allotment made under

each ESPS, as at the end of the year:
Particulars Details
The details of the number of shares issued
under ESPS
The price at which such shares are issued
Employee-wise details of the shares
issued to;
(i) senior managerialpersonnel;
(ii) any other employee who is issued
shares in any one year amounting to
5%ormoresharesissuedduringthat
year;
(iii) identifiedemployeeswhowereissued
shares during any one year equal to
or exceeding 1% of the issued capital
ofthe company at the time of
issuance;
Consideration received against the
issuance of shares, if schemeis
implemented directly by the company
Loan repaid by the Trust during the year
from exercise price received
E. Details related toSAR

(i) A description of each SAR scheme that existed at any
time during the year, including the general terms and
conditions of each SAR scheme, including-
(b) TotalnumberofsharesapprovedundertheSARscheme
165
(c) Vestingrequirements
(d) SAR price or pricingformula
(e) Maximum term of SARgranted
(f) Method of settlement (whether in cash orequity)
(g) Choice of settlement (with the company or the
employee orcombination)
(h) Source of shares (primary, secondary orcombination)
(i) Variation in terms ofscheme
(ii) MethodusedtoaccountforSAR-Intrinsicorfairvalue.
(iii) Where the company opts for expensing of SAR using

the intrinsic value of SAR, the difference between the
employee compensation cost so computed and the
employee compensation cost that shall have been
recognized if it had used the fair value of SAR, shall be
disclosed. The impact of this difference on profits and
on EPS of the company shall also bedisclosed.
(iv) SAR movement during the year (For each SARscheme):
Particulars Details
Number of SARs outstanding at

the beginning of the year
Number of SARs granted during
the year
NumberofSARsforfeited/lapsed
during theyear
Number of SARs vested during
the year
Number of SARs exercised /
settled during the year
Number of SARs outstanding at
the end of the year
Number of SARs exercisable at
the end of the year
165
166
(v) Employee-wise details (name of employee,designation,

number of SAR granted during the year, exercise price)
of SAR granted to-
(a) senior managerialpersonnel;
(b) any other employee who receives a grant in

any one year of amounting to 5% or more of
SAR granted during that year;and
(c) identifiedemployeeswhoweregrantedSAR,
during any one year, equal to or exceeding
1% ofthe issued capital (excluding
outstandingwarrantsandconversions)ofthe
company at the time ofgrant.
Disclosures in respect of grants made in three

years prior to IPO under each SAR scheme
(i) Until all SARs granted in the three years prior to the
IPO have been exercised or have lapsed, disclosures of
the information specified above in respect of suchSARs
shall also bemade
F. Details related to GEBS /RBS
(i) A description of each GEBS / RBS scheme that existed

at any time during the year, including the generalterms
and conditions of each such scheme, including-
(b) Kind of benefits to be granted under thescheme
(c) Beneficiaries of thescheme
(d) Total assets of thescheme
(e) Quantum of holding in own shares / listed holding

company shares (both absolute and in percentage)
(f) Whether scheme is in compliance of regulation

26(2)/ 27(3) of the regulations, asapplicable
(g) Variation in terms ofscheme

167
G. Details related toTrust
The following details, inter alia, in connection with

transactions made by the Trust meant for the purpose of
administering the schemes under the regulations are to be
disclosed:
(i) General information on allschemes
Sl. No. Particulars Details
1 Name of the Trust

2 Details of the Trustee(s)
3 Amount of loan disbursed by
company/anycompanyinthe
group, during theyear
4 Amount of loan outstanding
(repayable to company / any
company in the group) as at
the end of the year
5 Amount of loan, if any, taken
from any other source for
which company / any
company in the group has
provided any security or
guarantee
6 Any other contribution made
to the Trust during the year
(ii) Brief details of transactions in shares by the

Trust
(a) Number of shares held at the beginning of theyear;

(b) Number of shares acquired during the yearthrough
(i) primary issuance (ii) secondary acquisition, also
asapercentageofpaidupequitycapitalasattheend
ofthepreviousfinancialyear,alongwithinformation
on weighted average cost of acquisition pershare;
(c) Numberofsharestransferredtotheemployees/sold
along with the purposethereof;
(d) Number of shares held at the end ofthe year.
167
168
(iii) In case of secondary acquisition of shares by

theTrust
Number of shares As a percentage of

paid-up equity
capitalasattheend
of the year
immediately
preceding the year
in which share-
holders’ approval
wasobtained
Held at the beginning of the year
Acquired during the year
Sold during the year
Transferred to the employees

during the year
Held at the end of the year

169
Regulations16(2)and23(3)-DisclosureDocument
Part A : Statement ofRisks
All investments in shares, options or SARs are subject to risk as

thevalueofsharesmaygodownorgoup.Inaddition,theoptions/
SARs are subject to the following additionalrisks:
1. Concentration: The risk arising out of any fall in value of

sharesisaggravatediftheemployee’sholdingisconcentrated in
the shares of a singlecompany.
2. Leverage:Anychangeinthevalueofthesharecanleadtoa
significantlylargerchangeinthevalueoftheoptions/SARs.
3. Illiquidity: The options / SARs cannot be transferred to
anybody,andthereforetheemployeescannotmitigatetheir
risks by selling the whole or part of their benefits before
they areexercised.
4. Vesting:Theoptions/SARswilllapseiftheemploymentis
terminated prior to vesting. Even after the options / SARs
arevested,theunexercisedoptions/SARsmaybeforfeited if
the employee is terminated for grossmisconduct.
Part B: Information about the company
1 Business of the company: A description of the main objects

and present business of thecompany.
2 Abridged financial information: Abridged financial

information,forthelastfiveyearsforwhichauditedfinancial
informationisavailable,asprescribedunderclause(b)(i)of
Section 26(1) of the Companies Act, 2013 as amended or re-
enacted from time to time. The last audited accounts of the
company shall also be provided unless this has already
beenprovidedtotheemployeeinconnectionwithaprevious
option or SAR grant orotherwise.
3 Risk Factors: Management perception of the risk factors for

the company (i.e., sensitivity to foreign exchange rate
fluctuations, difficulty in availability of raw materials or in
marketing of products, cost/time overrunetc.).
4 Continuing disclosure requirement: The option orSAR
169
170
grantee shall be provided copies of all documents that are

sent to the members of the company. This shall include the
annual accounts of the company as well as notices of
meetings and the accompanying explanatory statements.
Part C : Salient Features of the Scheme
This Part shall contain the salient features of the scheme of the
company including the conditions regarding vesting, exercise,
adjustmentforcorporateactions,andforfeitureofvestedoptions/
SARs as the case may be. It shall not be necessary to include this
Part if it has already been provided to the employee in connection
with a previous grant, and no changes have taken place in the
scheme since then. If the scheme administrator (whether the
company itself or an outside securities firm appointed for this
purpose) provides advisory services to the grantees in connection
with the exercise of options or SAR, as the case may be, or sale of
resulting shares, such advice must be accompanied by an
appropriatedisclosureofconcentrationandotherrisks.Thescheme
administrator shall conform to the code of conduct appropriate for
such fiduciaryrelationships.
***

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Checklist

(a) SEBI (Listing Obligations and Disclosure Requirements)

Sl. No Compliance Requirement Regula- Basic Documents to

1. Whether the Compliance 6 (2) Declaration from

2. Whether the listed entity has • Agreement with

Sl.No Compliance Requirement Regula- Basic Documentsto

3. Whether the listed entity has 7(4) Copy of the

4. Whether the listed entity has 7(5) Disclosures made

5. Whether the listed entity has 9 • Preservation

6. Whether the listed entity has 10 Website of the

7. Whether, the listed entity has 11 Declaration from

However, exemption to this

8. Whether the listed entity has 12 • Random debits

10. Whether the listed entity has filed • Copy of the

Sl.No Compliance Requirement Regula- Basic Documentsto

Exchange, a statement with submitted to

11. Whether the statement as 13(4) Minutes ofthe

12. Whether the listed entity has 17(1)

14. Whether the requisite quorum 17(2A) • Composition of

Sl.No Compliance Requirement Regula- Basic Documents to

iii. Stakeholders Relationship • Board

Sl.No Compliance Requirement Regula- Basic Documentsto

Further, whether requisite

20. Whether the listed entity has 22 Whistle Blower

21. Whether the listed entity has 23(1) • Copy of

22. Whether the Policies formulated 23(1) Board Resolution

Sl.No Compliance Requirement Regula- Basic Documents to

25. Whether the minutes of Board 24(3) Minutes of the

26. Whether, the management of the 24(4) Minutes of the

27. Whether any divestment of 24(5) Minutes of the

28. Whether, selling, disposing and 24(6) Special Resolution

Sl.No Compliance Requirement Regula- Basic Documentsto

Whether the independent

32. Whether the non-executive 26(4) • Notice of the

33. Whether any employee 26(6) • Certified copy of

Sl.No Compliance Requirement Regula- Basic Documents to

such listed entity, without prior nation of such

34. Whether the listed entity has • Stock Exchange

35. 28(1) •Application

Sl.No Compliance Requirement Regula- Basic Documentsto

– buyback of securities; of the

Sl.No Compliance Requirement Regula- Basic Documents to

38. Whether the listed entity has 30(4) • Copy of Policy

Whether the listed entity has 30(8) • Website of the

41. Whether the entire promoter and 31(2) • Declaration

Sl.No Compliance Requirement Regula- Basic Documentsto

42. Whether any person has applied 31A(2) • P u b l i c

43. Whether any of following 31A(8) •Correspon-

Sl.No Compliance Requirement Regula- Basic Documentsto

(d) decision of the Stock

44. Whether, the listed entity has 32(1) • Stock Ex-

45. Whether the listed entity has 32(4) Explanation to the

46. Whether the listed entity has 33(3) • Board’s report.

Sl.No Compliance Requirement Regula- Basic Documentsto

49. • Copy of the BRR

Sl.No Compliance Requirement Regula- Basic Documentsto

50. Whether the listed entity has sent 36 Proof of dispatch.

51. In case of the appointment of a 36(3) • Notice given in

52. 37(1) • Related dis-

Sl.No Compliance Requirement Regula- Basic Documentsto

with the Cir-

53. Whether the listed entity has 38 Shareholding