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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 - SEBI/LAD-NRO/GN/2022/103 - SEBI

Extract

..... olution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A): Provided further that an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution.” (2) in regulation 32, in sub-regulation (6) and in sub-regulation (7), the words “public or rights issue” shall be substituted with the words “public issue or rights issue or preferential issue or qualified institutions placement”. (3) in regulation 52, (a) in sub-regulation (1), (i) the following proviso shall be inserted before the existing proviso, namely, - “Provided that for the last quarter of .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 - SEBI/LAD-NRO/GN/2022/103 - SEBI

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..... rcent: Provided that if the information mentioned in sub-regulation (4) above is not applicable to the listed entity, it shall disclose such other ratio/equivalent financial information, as may be required to be maintained under applicable laws, if any.” (e) sub-regulation (7) shall be substituted with the following, namely - “(7). The listed entity shall submit to the stock exchange(s), along with the quarterly financial results, a statement indicating the utilisation of the issue proceeds of nonconvertible securities, in such format as may be specified by the Board, till such proceeds of issue have been fully utilised or the purpose for which the proceeds were raised has been achieved.” (f) sub-regulation (7A) shall be substituted with the following, namely - “(7A). The listed entity shall submit to the stock exchange(s), along with the quarterly financial results, a statement disclosing material deviation(s) (if any) in the use of issue proceeds of non-convertible securities from the objects of the issue, in such format as may be specified by the Board, till such proceeds have been fully utilised or the purpose for which the proceeds were raised has been .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 - SEBI/LAD-NRO/GN/2022/103 - SEBI

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..... k exchange(s) from time to time. (5) The listed entity shall ensure compliance with such other requirements as may be specified by the Board from time to time. (6) The requirements as specified under this regulation and under regulation 94A of these regulations shall not apply to a restructuring proposal approved as part of a resolution plan by the National Company Law Tribunal under section 31 of the Insolvency Code, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved.” (5) in regulation 61A, (a) in sub-regulation (3), the symbol “.”, after the words “section 125 of the Companies Act, 2013”, shall be substituted with the symbol “:”. (b) under sub-regulation (3), the following proviso shall be inserted, namely, - “Provided that for listed entities which do not fall within the definition of “company” under the Companies Act, 2013 and the Rules made thereunder, any amount in the escrow account that remains unclaimed for seven years shall be transferred to the Investor Protection and Education Fund created by the Board in terms of section 11 of the Act. .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 - SEBI/LAD-NRO/GN/2022/103 - SEBI

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..... mit a fee at the rate of 0.1% of the paid-up share capital of the listed/ transferee/ resulting company, whichever is higher, post the sanction of the scheme by the National Company Law Tribunal: Provided that the total amount of fees payable shall not exceed five lakh rupees. 2. An entity with only listed non-convertible debt securities or non-convertible redeemable preference shares, shall, along with the draft scheme of arrangement, remit a fee at the rate of 0.1% of the amount of outstanding debt of the listed/ transferee/ resulting company, whichever is higher, post the sanction of the scheme by the National Company Law Tribunal: Provided that the total amount of fees payable shall not exceed five lakh rupees. 3. The fees shall be paid by way of direct credit to the bank account of the Board through NEFT/ RTGS/ IMPS or any other mode allowed by RBI or by means of a demand draft in favour of “Securities and Exchange Board of India” payable at Mumbai.” MADHABI PURI BUCH, Chairman [ADVT.-III/4/Exty./401/2022-23] Footnotes: 1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were published in the Gazet .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 - SEBI/LAD-NRO/GN/2022/103 - SEBI

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..... ing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/30. l) November 16, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/47. m) March 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2019 vide notification No. SEBI/LAD-NRO/GN/2019/07. n) May 7, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/12. o) June 27, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/22. p) July 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/28. q) December 26, 2019 by the Securities and Exchange Board of India (Listing Obligations an .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 - SEBI/LAD-NRO/GN/2022/103 - SEBI

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  1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  2. SECURITIES CONTRACTS (REGULATION) ACT, 1956
  3. Securities and Exchange Board of India Act, 1992
  4. Section 31 - Power of Securities and Exchange Board of India to make regulations - SECURITIES CONTRACTS (REGULATION) ACT, 1956
  5. Section 30 - Power to make regulations - Securities and Exchange Board of India Act, 1992
  6. Section 11A - Board to regulate or prohibit issue of prospectus, offer document or advertisement soliciting money for issue of securities - Securities and Exchange Board of India Act, 1992
  7. Section 11 - Functions of Board - Securities and Exchange Board of India Act, 1992
  8. SCHEDULE - 11 - Fee in respect of draft scheme of arrangement [see regulations 37, 59A, 94 and 94A] - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  9. SCHEDULE - 02 - CORPORATE GOVERNANCE [See Regulation 17(7)] - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  10. Regulation 95 - Statement on Impact of Audit Qualifications accompanying Annual Audit Report. - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  11. Regulation 94A - Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their non-convertible debt securities or non-convertible redeemable preference shares - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  12. Regulation 94 - Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed their specified securities - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  13. Regulation 61A - Dealing with unclaimed non-convertible securities and benefits accrued thereon - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  14. Regulation 60 - Record Date - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  15. Regulation 59A - Draft Scheme of Arrangement and Scheme of Arrangement - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  16. Regulation 59 - Structure of non convertible debt securities and non convertible redeemable preference shares. - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  17. Regulation 52 - Financial Results - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  18. Regulation 32 - Statement of deviation(s) or variation(s) - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  19. Regulation 25 - Obligations with respect to independent directors - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015