Continuing obligations/periodic reporting
Continuing obligations/periodic reporting

[Last updated: 1 January 2024, unless otherwise noted]

An issuer that has listed its IDRs must make continuing disclosure of all events to the stock exchange(s) which are material and/or of all information which is price sensitive or has a bearing on its performance/operations. Such disclosure must be made at the same time and to the same extent as it is provided to the listing authority or any other authority in its home country or other jurisdictions where its securities may be listed or other stock exchange(s) in its home country or other jurisdictions where its securities may be listed. Items warranting disclosure include:

  • Any action or investigations initiated by any regulatory or statutory authority and the purpose for which it was initiated.
  • Any attachment or prohibitory orders restraining the listed entity from transferring securities out of the names of the registered holders and particulars of the registered holders thereof.
  • Details of meetings of the board of directors which have been held to consider or decide on the specified matters, including recommendation and declaration of dividends and/or cash bonuses; 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 or other special source to provide wholly or partly for any dividend, even if this calls for qualification that such information is provisional or subject to audit; recommendation or declaration of dividend or rights issue or issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of the dividend; and any decision on buy back of equity shares of the listed entity.
  • Changes in the (a) board of directors of the listed entity by death, resignation, removal or otherwise; (b) managing director; (c) auditors appointed to audit the books and accounts; (d) the compliance officer, or (e) the registrar to an issue and/or share transfer agent, domestic depository or the overseas custodian bank.
  • Any change in the rights attaching to any class of equity shares into which the IDRs are exchangeable.
  • Short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by rights issue of equity shares, or in any other manner.
  • Short particulars of the reissues of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe thereto.
  • Short particulars of any other alterations of capital, including calls.
  • In the event of the listed entity granting any options to purchase any IDRs, the following particulars: (a) the number of IDRs covered by such options, terms thereof and the time within which they may be exercised, and (b) any subsequent changes or cancellation or exercise of such options.
  • Notices, resolutions, circulars, call letters or any other circulars issued or advertised anywhere with respect to: (a) proceedings at all annual and extraordinary general meetings of the listed entity, including notices of meetings and proceedings of meeting; (b) amendments to its constitutional documents as soon as they have been approved by the listed entity in general meeting; (c) compliance with requirements in the home country or in other jurisdictions where such securities are listed, and (d) any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement involving the listed entity including meetings of equity shareholders, IDR holders or any class of them and proceedings at all such meetings.
  • Any other information necessary to enable the IDR Holders to appraise the listed entity's position and to avoid the establishment of a false market in IDRs.

The listed entity must, in addition to complying with all of the specific requirements listed above, inform the Stock Exchanges immediately of events such as strikes, lock outs and closure on account of power cuts and other material events or price sensitive information or events which will have a material bearing on its performance or operations both at the time of occurrence of the event and subsequently after the cessation of the event, in each case simultaneously with and as to the same extent that it makes such disclosure to holders of securities in its home country or in other jurisdictions where such securities are listed.

It must disclose to the Stock Exchanges any information which it discloses to any other overseas stock exchange(s) or makes public in any other overseas securities market on which its securities may be listed or quoted, simultaneously with such disclosure or publication, or as soon thereafter as may be reasonably practicable.

The listed entity must submit to the Stock Exchanges, on request, any other information concerning it as the Stock Exchanges may reasonably require.