About the book
The book provides detailed analysis of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which replaced the Listing Agreement and were notified on 2nd September 2015.
These Regulations 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.
This book attempts to simplify the complex mass of the Regulations and bring in the relevant provisions of the Companies Act, 2013 so as to assist the compliance officers in their task of compliance.
These Regulations apply to the listed entity who has listed any of the following designated securities on recognised stock exchange(s):
(a) Specified securities listed on main board or SME exchange or institutional trading platform;
(b) Non-convertible debt securities, non-convertible redeemable preference shares, perpetual debt instrument, perpetual non-cumulative preference shares;
(c) Indian depository receipts;
(d) Securitised debt instruments;
(e) Security receipts;
(f) Units issued by mutual funds;
(g) Any other securities as may be specified by the Board.
It would be immensely useful for Company Secretaries, Law professionals & Chartered Accountants.
Covering detailed analysis of provisions applicable for listing of specified securities on recognized stock exchange(s).
Topics have been thoroughly explained using judicial pronouncements.
Dr Chandratre is a Practising Company Secretary at Pune.
He has been in the profession of Company Secretary for over 30 years, before which he worked as a Lecturer in Commerce & Accountancy at R A Podar College of Commerce & Economics, Mumbai for three years. After serving Kirloskar Oil Engines Ltd. for 15 years, his last position being Director (Legal, Secretarial & HR) & Company Secretary, Dr Chandratre entered the practice as Company Secretary.
He has an impressive academic background. He holds Master's degree in Commerce, Law degree and Doctorate degree from the University of Pune. He is a fellow member of the Institute of Company Secretaries of India.
He has secured several academic and professional distinctions and honours. He was the President of the Institute of Company Secretaries of India during 1996 and the Vice-President two years, 1994 and 1995.
He has copious published writings to his credit. He has so far authored over 1000 articles and 26 books on various subjects in the areas of Corporate Laws and Corporate Secretarial Practice. Many of his articles have bagged awards as best articles.
He is an active participant in seminars, workshops, conferences and conventions, Dr Chandratre so far addressed more than 500 such programmes, besides contributing papers at the National & International levels.
He was a member of the Working Group on Redrafting of the Companies Act, 1956 constituted by the Government of India in August 1996, to draft a new Companies Act to be substituted for the Companies Act 1956.
He was the Chairman of the Committee on 'Delisting of Securities' constituted by SEBI in March 1997. He was also a member of Advisory Committee on Primary Markets of SEBI during 1996.
He was a SEBI-nominated Public Representative Director and Chairman of the Board and the President of the Pune Stock Exchange, during April 2004 to April 2005.
He was a Member of the Expert Group constituted by SEBI in October 2004 under the Chairmanship of Justice Kania to suggest further amendments to the SEBI Act 1992.
He was the Chairman, Corporate Legislation Sub-committee of Mahratta Chamber of Commerce and Industries, Pune during 1997-98 and 1998-1999 and a member, Legal Affairs Committee of Bombay Chamber of Commerce & Industry, Bombay.
He was a member Secretarial Standards Board and Chairman of the Core Group on Secretarial Audit of the ICSI. He was also the Chairman of the Expert Advisory Group of the ICSI for the past four years.
He is a plain English activist and has been contributing to promote plain English in legal and business writing. He has written many articles and a book entitled Legal and Business Writing in Plain English.
- About the author
- Preface & Acknowledgement
- Table of cases
- Introduction to SEBI (Listing Obligations and Disclosure Requirements) Regulations
- 1. Short title and commencement
- 1.1 Introduction
- 1.2 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
- 1.3 Main features of regulations
- 1.4 Canons of interpretation of definition clause in a statute
- 1.5 Exhaustive definition and inclusive definition
- 1.6 Meaning of "unless the context otherwise requires"
- 1.7 Undefined Words
- 1.8 Definitions given in other Acts
- 2. Definitions
- 1.9 Definition
- 1.10 Definition of 'associate company' in Companies Act
- 1.10.1 Analysis of the definition
- 1.11 Meaning of "significant influence"
- 1.12 What is the difference between voting right and voting power?
- 1.13 Rule of interpretation of different words having the same meaning used in a statute
- 1.14 Statutory definitions
- 1.15 Difference between voting power and voting right
- 1.16 Definition of 'subsidiary'
- 1.17 Meaning of "control"
- 1.18 Meaning of "joint venture"
- 1.18.1 Clarification with regard to holding of shares in fiduciary capacity
- 1.18.2 Definition of associate under Accounting Standard
- 1.19 Meaning of 'committee'
- 1.20 Delegation of powers by the board to committees
- 1.21 Statutory committees of the Board under the Companies Act, 2013
- 1.22 Provisions of the LODR Regulations: concerning committees of directors
- 1.23 Statutory committees of the Board under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- 1.24 Meaning of 'securities'
- 1.25 Meaning of Global Depository Receipt
- 1.26 Salient features of DR
- 1.27 How DR is traded
- 1.28 Benefits
- 1.29 Why do investors invest in DRs?
- 1.30 Why do Companies issue DRs - Popularity of DRs as tool for accessing global capital markets?
- 1.31 Difference between company and body corporate
- 1.32 Definition of key managerial personnel
- 1.33 Mandatory appointment of KMP
- 1.34 Effect of the words 'shall have'
- 1.35 Method of appointment
- 1.36 Effect of sub-section (3)
- 1.37 Holding office of KMP in subsidiary
- 1.38 Effect of the third proviso
- 1.39 Exemption to Government company
- 1.40 Class of Companies for the purposes of section 203(1) Proviso- Notification regarding
- 1.41 Rules and Forms
- 1.42 Meaning of 'share' and 'share capital'
- 1.43 Other requirements of Sch III regarding disclosure of details relating to share capital
- 1.43.1 Share Capital
- 1.43.2 Meaning of 'paid-up capital'
- 1.43.3 Meaning of 'all reserves created out of the profits
- 1.43.4 Meaning of 'free reserve'
- 1.43.5 Meaning of capital reserve
- 1.43.6 Capital Redemption Reserve
- 1.43.7 Debenture Redemption Reserve
- 1.44 Definition and meaning of 'prospectus'
- 1.45 Meaning of 'subscription or purchase' and 'issue'
- 1.46 Contract to take shares
- 1.47 Meaning of 'creation of shares'
- 1.48 Meaning of 'offering shares'
- 1.49 Meaning of 'allotment of shares'
- 1.50 Recent English Judicial view on the meaning of 'issue of shares'
- 1.51 Meaning of 'public'
- 1.52 Meaning of "offering shares or debentures to the public"
- 1.53 Analysis of the definition
- 1.54 Definition of the term 'related party' as per Indian accounting standard-24 is as follows-
- 1.55 Scope of definition
- 1.56 Members of HUF
- 1.57 'Step-Father' if a relative
- 1.58 Definition of 'subsidiary'
- 1.59 How a company may be a subsidiary by composition of board control?
- 1.60 How a company may be a subsidiary by exercise or control of voting power?
- 1.61 How a company may be a subsidiary by chain link?
- 1.62 Meaning of wholly-owned subsidiary
- 3. Applicability of the regulations
- Principles governing disclosures and obligations of listed entity
- 4. Principles governing disclosures and obligations
- 2.1 Object of Chapter II of the LODR Regulations
- 2.2 Kumarmangalam Committee on Corporate Governance
- 2.3 Circular No. CIR/CFD/DIL/2/2013 dated 3 January 2013
- Common obligations of listed entities
- 5. General obligation of compliance
- 6. Compliance officer and his obligations
- 7. Share transfer agent
- 8. Co-operation with intermediaries registered with the board
- 9. Preservation of documents
- 10. Filing of information
- 11. Scheme of arrangement
- 12. Payment of dividend or interest or redemption or repayment
- 13. Grievance redressal mechanism
- 14. Fees and other charges to be paid to the recognized stock exchange(s)
- Obligations of listed entity which has listed its specified securities
- 15. Applicability
- 16. Definitions
- 4.1 Criteria to determine whether a person qualifies to be an independent director under Regulation 16(1)(b)
- 4.2 Criteria to determine independence of a director under Companies Act, 2013
- 4.3 Other provisions of the Companies Act concerning Independent Director
- 4.3.1 Requirement to appoint Independent Directors
- 4.3.2 Tenure of office of Independent Director
- 4.3.3 Appointment of Independent Directors
- 4.3.4 Other requirements as to Independent Directors
- 4.4 Remuneration of Independent Directors
- 4.5 Sitting fees
- 4.6 Provisions of LODR Regulations concerning remuneration of Independent Directors
- 17. Board of Directors
- 4.7 Requirements under Companies Act, 2013
- 4.8 Concepts of Executive and Non-executive Directors
- 4.9 Executive Chairman
- 4.10 Interpretation of "No company shall appoint or continue the employment"
- 4.11 Appointment of chairman
- 4.12 Companies Act provisions concerning frequency of board meetings
- 4.13 Interval between two board meetings
- 4.14 Companies Act provisions concerning quorum at board meetings
- 4.15 Statutory quorum
- 4.16 Provisions relating to quorum at board meetings and committees of Board in Secretarial Standard
- 4.17 Director's participation in meetings through videoconference
- 4.18 Rules on Videoconferencing
- 4.19 Participation of a director in a meeting through tele-conference
- 4.20 Need for legal compliance reporting system
- 4.21 Dealing with legal notices
- 4.22 Drafting of legal documents, replies to legal notices
- 4.23 Signing of legal documents
- 4.24 Code of Conduct for Directors
- 4.25 Shareholders' approval for non-executive directors' remuneration
- 4.26 Amended provisions of the Companies Act, 2013 concerning directors' remuneration
- 4.26.1 Introduction
- 4.26.2 Overall limit on managerial remuneration
- 4.26.3 Sub-limits on managerial remuneration
- 4.26.4 Remuneration of non-executive directors
- 4.26.5 Fixed periodical payment to non-executive directors
- 4.26.6 Can independent directors be paid remuneration when company has loss?
- 4.26.7 Consequence of default in repayment of loan, etc
- 4.26.8 Sitting fees
- 4.26.9 Managerial remuneration when a company has loss or inadequate profits
- 4.27 Section II - Remuneration payable by companies having no profit or inadequate profit without Central Government approval
- 4.28 Section II - Remuneration payable by companies having no profit or inadequate profit
- 4.29 Conditions to be complied with
- 4.29.1 Remuneration from two companies
- 4.29.2 Recovery of excess remuneration paid
- 4.29.3 Remuneration to professional managing director/whole-time director/manager
- 4.29.4 Pending applications to abate
- 4.29.5 Whether fresh resolution is required to be passed
- 4.29.6 Remuneration for professional services
- 4.30 Agenda for meetings
- 4.30.1 Is it mandatory to provide agenda?
- 4.31 Secretarial Standard
- 4.32 Guidance Note on Board Evaluation
- 18 Audit Committee
- 4.33 Composition of audit committee
- 4.34 Role of the audit committee
- 4.35 Need and importance of audit committee
- 4.36 Provisions of the Companies Act, 2013 concerning audit committee
- 4.36.1 Applicability
- 4.36.2 Composition
- 4.36.3 Functions and powers of audit committee
- 19 Nomination and remuneration committee
- 4.37 Role of NRC
- 4.38 Provisions of Companies Act, 2013 concerning Nomination and Remuneration Committee
- 20 Stakeholders Relationship Committee
- 4.39 Provisions of the Companies Act 2013 concerning Stakeholders Relationship Committee
- 21. Risk Management Committee
- 4.40 'Risk Management Policy'
- 22. Vigil mechanism
- 23. Related Party Transactions
- 4.41 Provisions of the Companies Act concerning related party transactions
- 4.41.1 Basic conditions to attract section 188
- 4.41.2 Approval of Board to a related party transaction
- 4.41.3 Members' approval
- 4.41.4 Meaning of 'prior approval'
- 4.41.5 Contract between holding and subsidiary companies
- 4.41.6 Computation of the limits under Rule 15(3)
- 4.41.7 Audit Committee's approval
- 4.41.8 Contracts at arm's length made in the ordinary course of business
- 4.41.9 Meaning of 'nothing in this sub-section shall apply'
- 4.41.10 Meaning and effect of 'in its ordinary course of business'
- 4.41.11 Meaning of 'on an arm's length basis'
- 4.41.12 Effect of absence of consent
- 4.42 Provisions of Companies (Meetings of Board and its Powers) Rules, 2014
- 24. Corporate governance requirements with respect to subsidiary of listed entity
- 24A. Secretarial Audit
- 4.43 Format of the Audit Report
- 25. Obligations with respect to independent directors
- 4.44 Independent directors not be liable for company offences
- 26. Obligations with respect to employees including senior management, key managerial persons, directors and promoters.
- 27. Other corporate governance requirements
- 28. In-principle approval of recognized stock exchange(s)
- 29. Prior Intimations
- 30. Disclosure of events or information
- 4.45 Disclosure of price-sensitive information under Insider Trading Regulations
- 4.46 Materiality
- 4.47 Disclosure requirements as to disclosure of material event or information
- 4.48 Materiality Policy
- 31. Holding of specified securities and shareholding pattern
- 4.49 Shareholding pattern to be filed with stock exchange
- 4.50 Promoter's shareholding to be in dematerialized form
- 31A. Conditions for re-classification of any person as promoter/public
- 32. Statement of deviation(s) or variation(s)
- 33. Financial results
- 4.51 Meaning and basic requirements
- 4.52 Approval of financial results
- 4.53 Submission of financial results
- 4.54 Auditing of financial results
- 4.55 Other requirements
- 4.56 Form of financial results
- 4.57 SME
- 4.58 Auditor's duty
- 34. Annual Report
- 4.59 Submission of annual report to stock exchange and display on website
- 4.60 Contents of annual report
- 35. Annual Information Memorandum
- 36. Documents & Information to shareholders
- 4.61 Sending annual report and other documents to shareholders and other security-holders
- 4.62 Sending information regarding directors' appointment
- 4.63 Format of sending information
- 4.64 Sending notice of annual general meeting
- 37. Draft Scheme of Arrangement & Scheme of Arrangement
- 38. Minimum Public Shareholding
- 39. Issuance of Certificates or Receipts/Letters/ Advices for securities and dealing with unclaimed securities.
- 4.65 Rule 19(3) of Securities Contract (Regulations) Rules, 1957
- 4.66 Time limit
- 4.67 Intimation of loss of share certificate
- 4.68 Schedule VI requirements
- 40. Transfer or transmission or transposition of securities
- 4.69 Transfer, transmission and transposition of securities
- 4.70 Transfer of securities in physical mode not to be accepted
- 4.71 Delegation of powers
- 4.72 Approval of transfer
- 4.73 Transfer when not to be registered
- 4.74 Schedule VII requirements
- 4.75 Practicing Company Secretary's certificate
- 4.76 Other requests from holders of securities
- 41. Other provisions relating to securities
- 4.77 Other provisions relating to securities
- 41A. Other provisions relating to outstanding SR equity shares.
- 4.78 Other provisions relating to outstanding SR equity shares
- 42. Record Date or Date of closure of transfer books
- 4.79 Purpose of closing Register of Members and Register of Transfer of Shares
- 4.80 Difference between 'book closure' and 'record date'
- 4.81 Record Date under Regulation 42
- 4.82 Book closure under Regulation 42
- 43. Dividends
- 4.83 Companies Act provisions
- 4.83.1 Recommendation of dividend
- 4.83.2 Declaration of dividend
- 4.83.3 Regulations in Table F
- 4.83.4 How and to whom dividend should be paid
- 4.83.5 Disclosure in Directors' Report & Balance Sheet
- 43A Dividend Distribution Policy
- 4.84 Dividend Distribution Policy
- 4.85 Dividend Distribution Policy - Principles
- 44. Meetings of shareholders and voting
- 4.86 Meetings of shareholders and voting
- 4.87 Voting result report
- 4.88 Proxies
- 4.89 Companies Act provisions concerning proxies
- 4.90 Annual general meeting
- 4.91 Companies Act provisions concerning Annual general meeting
- 45. Change in name of the listed entity
- 4.92 Companies Act provisions concerning change in name of company
- 46. Website
- 4.93 Website
- 47. Advertisements in Newspapers
- 4.94 Notice/Advertisements in Newspapers
- 4.95 Website link
- 4.96 Intimation to stock exchange
- 4.97 SME's
- 48. Accounting Standards
- 4.98 Accounting Standards
- Obligations of listed entity which has listed its non-convertible debt securities or non-convertible redeemable preference shares or both
- 49. Applicability
- 5.1 Applicability
- 5.2 Definitions
- 5.3 Debt securities and Companies Act
- 5.4 Meaning and characteristics of debenture
- 5.5 Section 71 of the Companies Act, 2013 contains provisions concerning debentures.
- 5.6 Issue of secured debentures and creation of security
- 5.6.1 Meaning of 'secured debenture'
- 5.6.2 Mode of securing debentures
- 5.6.3 Registration under Registration Act where debentures are secured without trust deed
- 5.6.4 Registration of charge securing debentures
- 5.7 Convertible and non-convertible debentures
- 5.8 Debentures with voting rights not permissible
- 5.9 Debenture redemption reserve
- 5.10 Companies Act provisions concerning non-convertible redeemable preference shares
- 5.11 Meaning of 'Redeemable preference share'
- 5.12 Authorisation to issue redeemable preference shares
- 5.13 Issue of redeemable preference shares as bonus shares
- 5.14 Redemption of redeemable preference shares
- 5.15 Mechanics of redemption
- 5.16 Interpretation of clause (a) of proviso to subsection (2) of section 55
- 5.17 Meaning of "out of profits"
- 5.18 Fresh issue
- 5.19 Capital redemption reserve
- 5.20 Whether redeemed preference shares part of nominal capital
- 5.21 Whether holder of redeemable preference shares can file a winding-up petition
- 5.22 Repayment of Capital by Reduction of capital
- 5.23 Repayment of Capital through a scheme of compromise or arrangement
- 5.24 Whether sections 62 and 42 are applicable
- 5.25 Rules
- 50. Intimation to stock exchange(s)
- 5.26 Prior notice to stock exchange(s)
- 51. Disclosure of information having bearing on performance/ operation of listed entity and/or price sensitive information
- 5.27 Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information
- 52. Financial results
- 5.28 Half-yearly financial results
- 5.29 Annual audited financial results
- 5.30 Additional disclosures
- 5.31 Publishing financial results
- 53. Annual report
- 5.32 Annual Report
- 54. Asset cover
- 5.33 Asset Cover
- 55. Credit rating
- 5.34 Credit Rating
- 57. Other submissions to stock exchange(s)
- 5.35 Other submissions to stock exchange(s)
- 56. Documents and Intimation to debenture trustees
- 5.36 Debenture Trust Deed and Trustee
- 5.36.1 Statutory obligation
- 5.36.2 Meaning of debenture trust deed
- 5.36.3 Contents of a debenture trust deed
- 5.36.4 Under SEBI Regulations
- 5.36.5 Execution of trust deed and stamp duty
- 5.37 Companies Act provisions concerning Debenture Trustee
- 5.38 Documents and Intimation to Debenture Trustees
- 58. Documents and information to holders of non - convertible debt securities and non-convertible preference shares
- 5.39 Documents and information to holders of non-convertible debt securities and non-convertible preference shares
- 59. Structure of non-convertible debt securities and non-convertible redeemable preference shares
- 5.40 Structure of non-convertible debt securities and non-convertible redeemable preference shares
- 60. Record date
- 5.41 Record Date
- 61. Terms of non-convertible debt securities and non-convertible redeemable preference shares
- 5.42 Terms of non-convertible debt securities and non-convertible redeemable preference shares.
- 62. Website
- 5.43 Website
- Obligations of listed entity which has listed its specified securities and either non-convertible debt securities or non-convertible redeemable preference shares or both
- 63. Applicability of Chapters IV and V
- 6.1 Applicability of Chapters IV and V
- 6.2 Delisting
- Obligations of listed entity which has listed its Indian Depository Receipts
- 65. Applicability
- 7.1 Applicability
- 7.2 Companies Act provisions concerning IDR
- 7.2.1 Sections 390 and 391 of the Companies Act
- 66. Definitions
- 7.3 Definitions
- 67. General obligations of listed entity
- 7.4 General Obligations of listed entities
- 68. Disclosure of material events or information
- 7.5 Disclosure of material events or information
- 69. Indian Depository Receipt holding pattern & shareholding details
- 7.6 IDR holding pattern & Shareholding details
- 70. Periodical financial results
- 71. Annual report
- 7.7 Annual Report
- 72. Corporate governance
- 7.8 Corporate Governance
- 73. Documents and Information to IDR Holder
- 7.9 Documents and Information to IDR Holder
- 74. Equitable treatment to IDR Holders
- 7.10 Equitable Treatment to IDR Holders
- 75. Advertisements in newspapers
- 7.11 Advertisements in Newspapers
- 76. Terms of Indian Depository Receipts
- 7.12 Terms of Indian Depository Receipts
- 77. Structure of Indian Depository Receipts
- 7.13 Structure of IDR
- 78. Record date
- 7.14 Record Date
- 79. Voting
- 7.15 Voting.
- 80. Delisting of Indian Depository Receipt
- 7.16 Delisting of Indian Depository Receipt
- Obligations of listed entity which has listed its securitised debt instruments
- 81. Applicability
- 82. Intimation and filings with stock exchange(s)
- 8.1 Intimation and filings with stock exchange(s)
- 83. Disclosure of information having bearing on performance/ operation of listed entity and/or price sensitive information
- 8.2 Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information
- 84. Credit Rating
- 8.3 Credit Rating
- 85. Information to investors
- 8.4 Information to Investors
- 86. Terms of securitized debt instruments
- 8.5 Terms of Securitized Debt Instruments.
- 87. Record Date
- 8.6 Record Date
- Obligations of listed entity which has listed its security receipts
- 87A. Applicability
- 8A.1 Applicability
- 8A.2 Definitions
- 87B. Intimations and Disclosure of events or information to Stock Exchanges
- 8A.3 Intimations and Disclosure of events or information to Stock Exchanges.
- 87C. Valuation, Rating and NAV disclosure
- 8A.4 Valuation, Rating and NAV disclosure.
- 87D. Terms of security receipts
- 8A.5 Terms of Security Receipts
- 87E. Record Date
- Obligations of listed entity which has listed its mutual fund units
- 88. Applicability
- 89. Definitions
- 90. Submission of documents
- 91. Dissemination on the website of stock exchange(s)
- Duties and obligations of the recognised stock exchange(s)
- 92. Dissemination
- 10.1 Dissemination of information
- 93. Transferability
- 10.2 Transferability
- 94. Draft scheme of arrangement and scheme of arrangement
- 10.3 Scheme of Arrangement & Scheme of Arrangement
- 10.4 Meaning of 'compromise', 'arrangement', 'merger', 'amalgamation' and 'reconstruction'
- 10.5 Reorganization of share capital
- 10.6 Duties cast by Regulation 94
- 95. Statement on impact of audit qualifications accompanying annual audit report
- 10.7 Statement on Impact of Audit Qualifications accompanying Annual Audit Report
- 96. Grievance redressal
- 10.8 Grievance Redressal
- 97. Monitoring of Compliance/Non-Compliance & Adequacy/ Accuracy of the disclosures
- 10.9 Monitoring of Compliance/Non-Compliance & Adequacy/ Accuracy of the disclosures
- Procedure for action in case of default
- 98. Liability for non-compliance with LODR Regulations
- 99. Failure to pay fine
- 100. Amendments to other regulations
- 101. Power to remove difficulties
- 102. Power to relax strict enforcement of the regulations
- 103. Repeal and Savings
- 12.1 Power to remove difficulties
- 12.2 Power to relax strict enforcement of the regulations
- Appendix 1
- Checklist for Compliances under Chapter III, IV, V & VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Appendix 3
- Circulars and Clarifications on LODR Regulations
- Secretarial Standard-1 on "Meetings of the Board of Directors"
- SECRETARIAL STANDARD
- EFFECTIVE DATE
- Secretarial Standard-2 on "General Meetings"
- SECRETARIAL STANDARD
- EFFECTIVE DATE
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