CIRCULAR
CIR/CFD/CMD/9/2015
November 04, 2015
To
The Managing Director/Executive Director,
All recognised Stock Exchanges.
The Managing Director/Executive Director,
All Depositories.
Dear Sir/Madam,
Sub: Format for quarterly holding pattern, disclosure norms for corporate governance report and manner for compliance with two-way fungibility of Indian Depository Receipts (IDRs)
1. In terms of sub regulation (1) of regulation 69 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), listed entity shall file with the stock exchange the Indian Depository Receipt (IDR) holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by SEBI. Accordingly, the listed entity that has issued IDRs shall file the holding pattern with the stock exchanges as per Annexure I.
2. Further, sub regulation (1) of regulation 72 of Listing Regulations requires the listed entity to comply with the corporate governance provisions as applicable in its home country and other jurisdictions in which its equity shares are listed and sub regulation (2) of regulation 72 requires such a listed entity to submit to the stock exchange, a comparative analysis of the corporate governance provisions that are applicable in its home country and in the other jurisdictions in which its equity shares are listed along with the compliance of the same vis-à-vis the corporate governance requirements applicable under regulation 17 to regulation 27, to other listed entities.
3. To give effect to sub regulation (2) of regulation 72, listed entities shall be guided by the formats prescribed under SEBI Circular CIR/ CFD/ CMD/ 5 /2015 dated September 24, 2015. The listed entity shall include an additional column confirming whether the requirement in the row item, originating from the Listing Regulations, is applicable in its home country and other jurisdictions in which its equity shares are listed. Such reports shall follow the periodicity applicable in its home country and other jurisdictions in which its equity shares are listed.
4. Such information furnished by the listed entity to the stock exchanges in terms of sub regulation (1) of regulation 69 and sub regulation (2) of regulation 72 shall also be disclosed on the website of the such listed entity.
5. Further, sub regulation (3) of regulation 76 of Listing Regulations specifies that IDRs shall have two-way fungibility in the manner specified by the Board from time to time. Accordingly, the listed entity shall be guided by the procedure for partial two-way fungibility within the available headroom as per Annexure I.
6. The Stock Exchanges are advised to bring the provisions of this circular to the notice of Listed Entity and also to disseminate the same on its website. This circular shall come into force with effect from 90 days of notifications of regulations i.e. September 02, 2015.
7. This circular is issued under regulations 69, 72 and 76 read with regulation 101(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
8. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Continuous Disclosure Requirements”.
Yours faithfully,
Harini S Balaji
General Manager
+91-22-26449372
harinib@sebi.gov.in