Book Review: SEBI Listing Obligations and Disclosure Requirements – A Handbook

Book Review – SEBI Listing Obligations and Disclosure Requirements – A Handbook - Taxscan

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(‘Listing Regulations’) is an important set of Regulations made by SEBI for listed companies; they have to ensure that every requirement under these Regulations is complied with. For unlisted companies, these Regulations are relevant from the perspective of preparing for compliance after their securities are issued to the public and listed.

Broadly, the Listing Regulations cover disclosures with regard to appointment/resignation of directors, auditors, and KMP, disclosure of material information, financial results of the company, annual reports, etc. The Regulations also provide for drafting and framing of policies relating to declaration of dividend, related party transactions, determination of material subsidiary, the materiality of event or information policy code of conduct for senior management & directors, etc. The Regulations also specifically provide for a certain way of obtaining approval of the shareholders of the listed company i.e. prior approval or general approval, approval in general meetings or electronic voting/postal ballot, etc.

The various compliance and disclosure requirements begin the moment a company decides to list its equity shares on the stock exchange. Non-compliance may at times prove to be very costly, both in terms of money and reputation. With a listing, the shares of the company are traded by the public at large and therefore are subject to greater scrutiny and tighter norms, tighter than its unlisted counterparts.

The ListingRegulations impose considerable volume of compliance obligations on listed entities and every listed entity is obligated to comply with them. The volume of the Regulations and the pace at which they have been undergoing frequent changes makes the task of compliance a hard one for the compliance officers.

To ease the trouble compliance under these Regulations, and to help interpret and achieve a conceptual clarity ofRegulations, the book titled SEBI Listing Obligations and Disclosure Requirements – A Handbook by Dr. K R Chandratre will be a true companion. The book is published by Bloomsbury Professional India.

It is a comprehensive commentary and practical handbook on one of the most important and frequently referred SEBI Regulations for the listed companies.

While the erstwhile Listing agreement has been replaced with the SEBI Listing Regulations, like any law, the said Regulations have been subjected to amendments either through Amendment Regulations, Circulars, or Notifications.

At its best, the book gives a regulation-wise commentary with nuances of the regulations and sub-regulation discussed at length.Words or phrases with diverse meanings or interpretations have been adequately deliberated upon for improved understanding.

For perhaps the first time, a compilation of relevant judicial pronouncements under various corporate laws have been cited along with the regulations to better interpret the SEBI Listing Regulations.

Several Indian and UK Court judgments have been referred to at appropriate places in the book. The analysis and compilation are in relation to some basic concepts of company and securities laws like the concept of the company, body corporate, holding company, subsidiary company, associate company, related parties, transaction, contracts/arrangements, wholly-owned subsidiary company, loans, securities, guarantees, issue of shares and securities, etc.

In the book, the author has given appropriate references to the Secretarial Standards to corroborate the correct action contemplated under the law. Annexures of the Secretarial Standards on Board Meetings and General Meetings have also been provided at the end of the book.

To supplement the practical working of  Listing Regulations, checklists for compliances under Chapter III (Common obligations of listed entities), Chapter IV (Obligations of the listed entity which has listed its specified securities), Chapter V (Obligations of the listed entity which has listed its non-convertible debt securities or non-convertible preference shares or both) and Chapter VI (Obligations of the listed entity which has listed its specified securities and either non-convertible debt securities or non-convertible preference shares or both) have been compiled sub-regulation wise providing great ease of reference.

Furthermore, all the circulars and clarifications issued since the inception of the Listing Regulations have been compiled in the book after providing the bare text of the ListingRegulations. This is invaluable for academicians and students alike due to the law being widespread and elaborate. The key pointers to be kept in mind have been included for the drafting of policies as required to be published under the Listing Regulations.

The book will be helpful for compliance officers for listed companies, practicing company secretaries who conduct secretarial audits and issue certificates under the Listing Regulations. The book will also be helpful for the officers of stock exchanges, SEBI, and Registrar of Companies to regulating the listed companies. All in all, the book delves deep into its chosen subject and stands true to being a handbook for reference for all interested audiences.

Click here to order the book from Amazon.

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