The document discusses the obligations of listed entities on Indian stock exchanges that have listed specified securities such as non-convertible debentures (NCDs), non-convertible redeemable preference shares (NCRPs), or Indian depository receipts (IDRs). It outlines disclosure requirements for material events, financial results, annual reports, and corporate governance practices. It also describes the process for issuing IDRs and the general obligations of listed entities with respect to providing information to IDR holders.

1. CS Meenakshi Jayaraman
SEBI (LODR) Regulations, 2015
Obligations on listing of specified securities /
NCDs / NCRPs / IDRs

2. 2
Credits and Acknowledgments
Iswariya BS

3. 3
Legends used in the Presentation
BOD Board of Directors LE Listed Entity
BM Board Meeting NCD Non-Convertible Debentures
GAAP Generally Accepted Accounting
Principles
NCRP Non-Convertible Redeemable
Preference Shares
GM General Meeting ROC Registrar of Companies
IDR Indian Depository Receipts SE Stock Exchange
IFRS International Financial
Reporting Standards
SEBI Securities and Exchange Board of
India

4. 4
Presentation Schema
Obligations on
listing of specified
securities / NCDs /
NCRPs
Procedure for issue
of IDRs
Disclosure of
material events &
information with
relevant schedule
Periodic financial
results with
relevant schedule
Annual Report
Corporate
governance
requirements
Documents &
Information to IDR
holders

5. Chapter VI
Obligations of listed entity which has listed its
specified securities and
either NCDs / NCRPs / both

6. Reg. 63- Applicability of chapter IV & V
6
Entity which has listed its specified securities and NCDs or NCRPs or both on
any recognized SE shall be bound by the provisions in Chapter IV & Chapter V as
applicable.
LE shall additionally comply with following regulations in Chapter V:
Reg. 50 (2) & (3),
Reg. 51,
Reg. 52 (3) (4) (5) & (6),
Reg. 53 to 61

7. Contd.
7
If LE has submitted any information in compliance with the disclosure
requirements under Chapter IV it need not re-submit any such information
under the provisions of this reg. without prejudice to any power conferred on
the Board / the SE / any other authority under any law to seek any such
information from the LE
If LE has satisfied certain obligations in compliance with other chapters, it shall
not separately satisfy the same conditions under this chapter

8. Reg. 64- Delisting
8
If the LE has delisted its specified securities from the SE, then it
shall comply with provisions of Chapter V
If the LE has delisted both NCDs and NCRPs from the SE, then it
shall comply with the provisions of Chapter IV

9. Chapter VII
Obligations of listed entity which has listed its
Indian depository receipts
9

10. Meaning
10
Indian Depository Receipt means any instrument in the form of a depository receipt
created by a Domestic Depository in India and authorized by a Company incorporated
outside India making an issue of such depository receipts
Domestic depository means custodian of securities registered with SEBI and
authorized by the issuing company to issue IDRs
Overseas Custodian Bank means a Banking Company which is established in a
country outside India and which acts as custodian for the equity shares of issuing
company, against which IDRs are proposed to be issued by having a custodial
arrangement or agreement with the Domestic depository or by establishing a place
of business in India

11. Reg. 65- Applicability
11
LE whose securities market regulators are signatories to the Multilateral Memorandum of
Understanding of International Organization of Securities Commission issuing ‘Indian
Depository Receipts’ as defined under Rule 13 of the Companies (Registration of Foreign
Companies) Rules, 2014
Rule 13- Issue of IDRs – Eligibility criteria as per CA, 2013
• The Issuing Company shall have a pre-issue paid up capital and free reserves of at least
USD 50 million and a minimum average market capitalization (during its last 3 years) in
its parent Company of at least USD 100 million
• It has been continuously trading on the SE in its parent / home country (Country of
incorporation) for at least 3 immediately preceding years
• Have a track record of distributable profits in terms of sec. 123 of CA, 2013 – Declaration
of dividend, for at least 3 out of immediately preceding 5 years
• And fulfils other eligibility criteria as laid down by SEBI from time to time

12. Contd.
12
Procedure for issue of IDRs as per Rule 13
• Issuing Company shall obtain prior approvals / exemptions from appropriate authorities from
the country of its incorporation
• Make an application at least 90 days before the opening date of issue along with due diligence
report from merchant banker to obtain prior written approval from SEBI along with issue size
• Within 30 days of above application, SEBI may ask further information for disposal of the
application and dispose the same within 30 days of such additional information
• Any change specified by SEBI in the prospectus within 60 days shall be incorporated before
filing the same with ROC / SEBI
• On receiving approval from SEBI, the issuing Company shall pay necessary issue fee
• File prospectus which is certified by authorized signatories with SEBI along with details of board
resolution
• File a copy of the prospectus with approval granted by SEBI with ROC along with the statement
of fees paid by issuing company to SEBI
• It shall appoint an overseas custodian bank, a domestic depository and a Merchant banker
• It may appoint Underwriters registered with SEBI
• It shall deliver the underlying equity shares / cause them to be delivered to Overseas custodian
bank to authorize the domestic depository to issue the same
• It shall also obtain in-principle listing permission from 1 or more SE having nationwide terminals
in India

13. Reg. 66- Definitions
13
IDR holder(s) – means
holders of Indian
depository receipts
Depository agreement-
means an agreement
between the LE and
domestic depository
Home Country / Country
of origin - means the
Country / parent Country
where the LE is
incorporated and listed
Security holder - means
holder of the security /
equity shares of the LE in
the home Country

14. Reg. 67- General Obligations of LE
14
• All correspondences filed with the SE(s) and sent to the IDR Holders shall
be in English
• LE shall always comply with laws / rules / reg. of Country of origin
• It shall forward on a continuous basis any information requested by the
SE, in the interest of investors from time to time
• In case of any claim, difference / dispute under the provisions of this
chapter and other provisions of these reg. applicable to the LE, the same
shall be referred to and decided by arbitration as provided in the bye-
laws and regulations of SE(s)
• IT shall undertake that the competent Courts, Tribunals and regulatory
authorities in India shall have jurisdiction in the event of any dispute,
either with the SE / any investor, concerning the IDR offered / subscribed
/ bought in India

15. Reg. 68- Disclosures of material events /
information
15
LE shall promptly inform to the SE(s) of all events which are material, all information
which is price sensitive and / or have bearing on its performance/operation
Schedule III – Part C
The material events / information as stated above shall be intimated to the SE at the
same time and to the extent it intimates to the listing authority / any other authority
/ other SE(s) in its home country or other jurisdictions where its securities may be
listed including-
• Any action / investigations initiated by any regulatory / statutory authority
and the purpose for which it was initiated
• Any attachment / prohibitory orders that restrain the LE from transferring
securities out of the names of the registered holders and particulars of the
registered holders thereof

16. Contd.
16
BM held to consider / decide the following-
Recommendation / declaration / passing of dividend / cash bonuses
To provide wholly / partly for any dividend, the total turnover, gross
profit / loss, provision for depreciation, tax provisions and net profits
for the year (with comparison with the previous year) and the amounts
appropriated from reserves, capital profits, accumulated profits of past
years / other special source even if this calls for qualification that such
information is provisional / subject to audit
Recommendation / declaration of dividend / rights issue / issue of
convertible debentures / of debentures carrying a right to subscribe
to equity shares /the passing over of the dividend
Buy back of equity shares of LE

17. Contd.
17
Change in any of the following-
 BOD by death, resignation, removal or otherwise
 MD
 Auditors who are appointed to audit the books of accounts
 Compliance officer
 Registrar to an issue and / or share transfer agent, domestic depository or other
overseas custodian bank
Any change in the rights attaching to any class of equity shares into which IDRs are
exchangeable
Short particulars of any increase of capital whether by issue of bonus shares through
capitalization / by rights issue of equity shares / in any other manner
Short particulars of-
 Reissue of forfeited shares / securities
 Issue of shares / securities held in reserve for future issue
 Creation in any form / manner of new shares / securities
 Any other rights, privileges / benefits to subscribe thereto
Short particulars of any other alterations of capital, including calls

18. Contd.
18
If the LE grants any option
to purchase its IDR -
The following shall be disclosed:
1. Number of IDR covered
under that option
2. Terms of that option
3. Time within which the
options can be exercised
4. Any subsequent changes /
cancellation / exercise of options
Notices,
resolutions,
circulars, call
letters etc. issued /
advertised
anywhere with
respect to-
1. proceedings of all GMs including its notices
2. amendments to its constitutional
documents as soon as they have been approved
in GM
3. compliance requirements with its home
country / other jurisdictions where securities are
listed
4. reduction of capital / any scheme /
arrangement involving LE including any meetings
of holders and its proceedings

19. Contd.
19
Any other information necessary to enable the IDR Holders to appraise the LE’s
position and to avoid the establishment of a false market in IDR
Strikes, lock outs, closure on account of power cuts, etc. shall be intimated both
at the time of occurrence of the event and subsequently after the cessation of the
event
Any information which is disclosed to any overseas SE(s) / made public in any
overseas securities market, on which its securities may be listed /quoted, disclose
the same to SE simultaneously with such disclosure / publication or as soon as
reasonably practicable
Any other additional information as may be reasonably required by the SE shall be
submitted by LE on its request

20. Reg. 69- IDR holding pattern &
shareholding details
20
Following details shall be filed with the SE as is required to be filed in compliance with the
disclosure requirements of the listing authority / SE in its home country / any other jurisdiction
where its securities are listed-
Shareholding pattern
Pre and post arrangement share holding pattern and Capital Structure
in case of any corporate restructuring like mergers / amalgamations
IDR holding pattern shall be filed to the SE on quarterly basis within 15 days from the end of each
quarter in a format specified by the Board

21. Reg. 70- Periodical Financial results
21
Periodical financial results shall be filed with the SE in such manner and within such time and
to the extent that it is required to file as per the listing requirements of the home country
Schedule IV- Part B
Periodicity of
disclosure
Accounting principle
to be used
Auditing / Limited
review
Disclosures
Financial results may be given on annual / half yearly and/ or quarterly
as per the listing requirements of the home country

22. Contd.
22
LE may prepare and disclose in accordance with Indian GAAP / IFRS / US GAAP
If LE prepares and discloses as per US GAAP-
 a reconciliation statement vis-a-vis Indian GAAP and
 a summary of significant difference between the two has to be annexed
If LE prepares in accordance with IFRS it shall annex-
 a summary of significant difference between IFRS and Indian GAAP
If LE shifts from IFRS to US GAAP / vice versa, then the accounts relating to the
previous period shall be properly restated for comparison
Accounting / Reporting Standard followed for any interim results shall be consistent with
that of the Annual results
The submitted financial results shall be based on the same set of accounting policies as those
followed in the previous year
If there are changes in the accounting policies, then the results of previous year shall be
restated as per the present accounting policies, to make it comparable with current year results
Accounting principle to be used in preparation and disclosure of financial results-

23. Contd.
23
Annual / half yearly and / or quarterly
financial results as required under the laws,
rules, reg. of home country shall be audited /
subject to limited review report by-
Chartered Accountant in
accordance with Auditing and
Assurance Standards, if the
financial results are prepared
and disclosed as per Indian
GAAP
Professional Accountant / Certified
Public Accountant in accordance with
International Standards on Auditing,
if the financial results are prepared
and disclosed as per US GAAP/ IFRS
And its Auditor’s report shall
also be prepared in accordance
with International Standards on
Auditing
Auditing / Limited review

24. Contd.
24
Disclosures
 LE shall disclose the audit qualification(s) / any other audit reservation(s) along with the
financial results
 In addition to the explanatory statement as to how such qualification(s) / reservation(s)
in respect of the audited accounts of the previous accounting year have been addressed
in the financial results
Format for disclosure of
financial results-
Indian GAAP followed – as
prescribed by the Board
Indian GAAP not followed-
as per the requirement of
home Country where it is
listed

25. Contd.
25
• LE shall make disclosures of its financial information in its
functional currency / reporting currency / national currency
and
• The reporting currency shall be restricted to Sterling Pound /
Euro / Yen / US Dollar
• It shall also provide convenient translations in English and
other notes for making the IDR Holders to understand the
financial statements
• It shall provide convenient translation into Indian Rupees of
the latest year’s / periods statements of consolidated profit
and losses, assets and liabilities and cash flows, at the closing
rate of exchange, as at the date on which the financial
information is presented

26. Reg. 71- Annual Report
26
An annual report shall be submitted to the SE at the same time as it is disclosed to
the security holder in its home country / in other jurisdictions where such securities
are listed
Contents of Annual report-
(a) Report of board of directors
(b) Balance Sheet
(c) Profit and Loss Account
(d) Auditors Report
(e) All periodical and special reports( if applicable)
(f) Any such other report which is required to be sent to security holders annually
It shall also comply with Part B Schedule IV in preparation and disclosures of financial
results in annual report

27. Reg. 72- Corporate Governance
27
• LE shall comply with corporate governance requirements as applicable in its home
country and other jurisdictions in which its equity shares are listed
LE shall submit a
comparative analysis of-
Corporate governance
provisions that are
applicable in its home
country and other
jurisdictions where its
equity shares are listed
Along with the
compliance of the same
vis-à-vis corporate
governance
requirements as per SEBI
Reg.– reg. 17 to 27

28. Reg. 73- Documents & Information to IDR holder
28
Soft copies of the annual report to all the IDR holders who have registered their
email address(es) for the purpose
Hard copy of the annual report to those IDR holders who request for the same
either through domestic depository or Compliance Officer
Pre and post arrangement capital structure and share holding pattern in case of
any corporate restructuring like mergers / amalgamations and other schemes
LE shall disclose / send the following documents to IDR Holders, at the same time and to the
extent that it discloses to security holders in its home country / in other jurisdictions where
its securities are listed

29. 29
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