SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2022. SEBI amends the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 24th January, 2022
No. SEBI/LAD-NRO/GN/2022/66.—In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, namely:-
1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2022.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,-
I. in regulation 17,
(a) in sub-regulation (1C), after the words “Board of Directors” the words “or as a manager” shall be inserted.
(b) in sub-regulation (1C), the following provisos shall be inserted, namely, –
“Provided that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders:
Provided further that the statement referred to under sub-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of directors for recommending such a person for appointment or re-appointment.”
II. in regulation 32, in sub-regulation (7), the words “an annual basis” shall be substituted with the words “a quarterly basis”.
III. In regulation 39, in sub-regulation (2), the word “issue” shall be substituted with the words “effect issuance of” and before the words “within a period” the words and symbol “, in dematerialised form” shall be inserted.
IV. In regulation 40,
(a) in sub-regulation (1), the existing proviso shall be substituted with the following, namely–
“Provided that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository:
Provided further that transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form.”
(b) in sub-regulation (3), in the first proviso, the words “for securities held in dematerialized mode and physical mode” and the words “and twenty one days respectively” shall be omitted.
V. In Schedule VI, in clause D, in sub-clause (1),
(a) the words and symbols “, or deliver the physical certificates after re-materialising the same, depending on what has been opted for by the allottee:” shall be omitted.
(b) the proviso shall be omitted.
AJAY TYAGI, Chairman
[ADVT.-III/4/Exty./599/2021-22]
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