Intimation of changes in corporate group
Background
BSE Limited (formerly Bombay Stock Exchange) issued Circular No. 20231130-27 dated 30 November 2023 to introduce a framework for maintaining an updated Corporate Group Repository on the BSE Listing Centre. The circular requires all listed companies to proactively intimate BSE of any change in their corporate group structure arising from corporate actions such as mergers, demergers, acquisitions, takeovers, restructurings, and delistings. The objective of this requirement is to ensure that BSE and market participants at all times have accurate and current information regarding the corporate group structure of listed entities, which is a critical input for investor decision-making, market surveillance, and regulatory oversight.
Applicability
The compliance obligation prescribed under BSE Circular No. 20231130-27 and Notice No. 20240209-41 applies to all companies listed on BSE Limited whose corporate group structure undergoes any change — whether as the entity initiating the change or as an entity affected by it — pursuant to any corporate event including mergers, demergers, acquisitions, takeovers, corporate restructurings, or delistings. The obligation applies irrespective of the size, sector, or market capitalisation of the listed entity, and covers both the acquiring and the target entities in any transaction that results in a change in the composition of the corporate group. All listed companies registered on the BSE Listing Centre are required to use the online Corporate Group Repository module for filing such intimations with effect from 09 February 2024.
Compliance Requirement as per the Circular
1. Intimation of Changes in Corporate Group
Listed companies are required to intimate BSE of any change in their corporate group arising pursuant to any event — including Corporate Restructuring, Takeover, Merger, Demerger, Acquisition, or Delisting — within two working days of the effective date of such change, through email to BSE. With effect from 09 February 2024, BSE has introduced an online facility for submission of information related to changes in the corporate group, available through the BSE Listing Centre. The facility can be accessed via the following path on the Listing Centre login: BSE Listing Centre > Listing Compliance > Corporate Group Repository. All listed companies must use this online facility for filing corporate group change information going forward.
Penalty & Consequences
The following penalty provision applies to non-compliance with the obligation to intimate BSE of changes in corporate group structure within the prescribed timeline:
Section 15A of the Securities and Exchange Board of India Act, 1992 — Penalty for Failure to Furnish Information, Returns, etc.
If any person who is required under the SEBI Act or any rules or regulations made thereunder —
(a) to furnish any document, return or report to the Board, fails to furnish the same, or who furnishes or files false, incorrect or incomplete information, return, report, books or other documents, shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one lakh rupees for each day during which such failure continues, subject to a maximum of one crore rupees;
(b) to file any return or furnish any information, books or other documents within the time specified in the regulations, fails to file the return or furnish the same within the time specified, or who furnishes or files false, incorrect or incomplete information, return, report, books or other documents, shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one lakh rupees for each day during which such failure continues, subject to a maximum of one crore rupees; and
(c) to maintain books of account or records, fails to maintain the same, shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one lakh rupees for each day during which such failure continues, subject to a maximum of one crore rupees.
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