The SEBI notified SEBI (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2022 (hereinafter referred to as “Amended Regulations”) vide Notification No. SEBI/LAD-NRO/GN/2022/66 Dated: January 24, 2022 to amend the existing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. These regulations shall come into force w.e.f. January 24, 2022
The Amended Regulations and its comparison and impact is as below:
| Sr. No. | Regulation Number | Prior Amendment Existing Provisions | Post Amendment New Provisions | Impact of the Amendment |
| 1 | Insertion: Regulation 17(1C)
Regularisation of Additional Director or manager |
The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier | after the words “Board of Directors” the words “or as a manager” shall be inserted. | The listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. |
| 2 | Reg 17(1C) Proviso Prior approval of members in case of appointment of previously rejected director | No Provision. New insertion of Proviso | 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. |
First proviso provides that appointment or re-appointment of a person, including as MD, WTD or a manager, who was earlier rejected by the shareholders at a general meeting shall be done only with PRIOR APPROVAL of shareholders, that is to say, in such cases the Company cannot rely on taking approval at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Second proviso provides that the explanatory statement shall contain detailed explanation and justification by the NRC and Board for recommending such a person for appointment or re-appointment. |
| 3 | Regulation 32(7) Substitution – Report of a Monitoring Agency | Where the listed entity has appointed a monitoring agency to monitor the utilisation of proceeds of a public or rights issue, the monitoring report of such agency shall be placed before the audit committee on an annual basis, promptly upon its receipt. | words “an annual basis” shall be substituted with the words “a quarterly basis”.
So it shall be read as “Where the listed entity has appointed a monitoring agency to monitor the utilisation of proceeds of a public or rights issue, the monitoring report of such agency shall be placed before the audit committee on an quarterly basis, promptly upon its receipt. |
Where the listed entity has appointed a monitoring agency to monitor the utilisation of proceeds of a public or rights issue, the monitoring report of such agency shall be placed before the audit committee on a quarterly basis, promptly upon its receipt. With this amendment, now the monitoring report shall be placed before the audit committee on a quarterly basis and not on annual basis. |
| 4 | Reg 39 (2) Issue of Share Certificates | The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement. | the word “issue” shall be substituted with the words “effect issuance of” and before the words “within a period” the words and symbol “, in dematerialized form” shall be inserted. Hence, it shall be read as:
“The listed entity shall effect issuance of certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable in dematerialised form within a period of thirty days from the date of such lodgement. |
The listed entities shall effect issuance of certificates or receipts or advices in demat form. |
| 5 | Reg 40 (1) Proviso Securities to be in demat mode before transmission or transposition | Provided that, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. | 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. |
1. No transfer of securities shall take place unless the securities are held in demat form.
2. In case of transmission or transposition, the securities shall be held in demat form before such transfer or transmission. |
| 6 | Reg 40 (3) First Proviso Timeline for processing of Transmission or Transposition request | Provided that the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode and physical mode within seven days and twenty one days respectively, after receipt of the specified documents: | proviso the words “for securities held in dematerialized mode and physical mode” and the words “and twenty one days respectively” shall be omitted.
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all the requests of transmission, be it for securities held in dematerialized mode or physical mode shall be processed by the listed entity in 7 days after receipt of the specified documents. |
| 7 | Omission: Schedule VI clause D (1)
Procedure in case of claim by allottee |
As and when the allottee approaches the listed entity, the listed entity shall, after proper verification of the identity of the allottee either credit the shares lying in the Unclaimed Suspense Account or demat suspense account, as applicable, to the demat account of the allottee to the extent of the allottee’s entitlement, or deliver the physical certificates after re-materialising the same, depending on what has been opted for by the allottee: Provided that the rematerialising of the physical certificates shall be done only in case where the shares were originally issued in physical form | 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. Omitted proviso: Provided that the rematerialising of the physical certificates shall be done only in case where the shares were originally issued in physical form. | Self Explanatory |
The Notification of SEBI can be accessed at – https://www.sebi.gov.in/legal/regulations/jan-2022/securities-and-exchange-board-of-india-listing-obligations-and-disclosure-requirements-amendment-regulations-2022_55526.html
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Published on: March 4, 2022