SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022

SEBI

The Securities and Exchange Board of India (SEBI) on November 15, 2022, issued the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key points:

  • A proviso has been inserted in Regulation 25(2A) which provides that appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution:

“Provided that where a special resolution 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

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”

  • Regulation 32 which specifies the statement of deviation(s) or variation(s), under Sub-regulation (6) and (7), in the monitoring of utilisation of proceeds, the proceeds of preferential issue or qualified institutions placement have been included along with public issue or rights issue.
  • A proviso has been inserted in Regulation 52 which provides that the listed entity shall prepare and submit unaudited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within forty-five days from the end of the quarter, other than last quarter, to the recognized stock exchange(s):

“Provided that for the last quarter of the financial year, the listed entity shall submit unaudited or audited quarterly and year to date standalone financial results within sixty days from the end of the quarter to the recognised stock exchange(s):”

  • Regulation 59A has been introduced which states “Draft Scheme of Arrangement and Scheme of Arrangement”

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