If you're a high-value debt listed entity, a director, or a shareholder then these updations to Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 by The Securities and Exchange Board of India (SEBI) could impact your business from July 13, 2023,
#1. Regulation 15(1A):
If you're part of a 'high value debt listed entity', you should be aware of the changes to Regulations 15 to 27. Previously, your entity was required to comply with these regulations on a 'comply or explain' basis until March 31, 2023, and mandatory thereafter. However, SEBI has extended this date by a year. Now, your entity needs to comply with these regulations on a 'comply or explain' basis until March 31, 2024, and on a mandatory basis thereafter.
#2. Regulation 17(1D):
If you're a Director on the Board of Directors of a listed entity, your continuation is now subject to approval by the shareholders in a general meeting at least once every five years from the date of your appointment or reappointment.
However, this regulation does not apply to certain roles and circumstances, such as Whole-Time Directors, Managing Directors, Managers, Independent Directors, or retiring Directors as per the sub-section (6) of section 152 of the Companies Act 2013, if the approval of the shareholders for the reappointment or continuation of these directors or Manager is otherwise provided for in the Regulations.
This regulation also won't apply to
- Director appointed pursuant to the order of a Court or a Tribunal,
- Nominee director of the Government on the Board of a listed entity,
- Director nominated by a financial institution registered with or regulated by the Reserve Bank of India under a lending arrangement in its normal course of business or nominated by a Debenture Trustee registered with the Board.
#3. Regulation 26A:
If there's a vacancy in your company for the post of Chief Executive Officer, Managing Director, Whole-Time Director or Manager, Chief Financial Officer, it should be filled within three months from the date of such vacancy. However, these positions cannot be appointed on an interim basis unless provisions related to fresh appointment are complied with.
#4. Regulation 30(11):
If your company is among the top 100 listed entities, effective from October 1, 2023, and the top 250 listed entities, effective from April 1, 2024, you are required to confirm, deny, or clarify any reported event or information in the mainstream media which is not general in nature and which could ignite rumors amongst the public within twenty-four hours from the reporting of the event.
#5. Regulation 31B:
If you're a shareholder with special rights, these rights will now be subject to a special resolution once in every five years starting from the date of grant of such special right.
However, this does not apply to special rights given to a financial institution or the debenture trustee becoming a shareholder as a consequence of such lending arrangement or subscription agreement for the debentures.
These amendments aim to enhance transparency, accountability, and efficiency in the operations of listed entities, thereby strengthening your confidence as an investor in the Indian capital markets.