SEBI (LODR) (FOURTH AMENDMENTS) REGULATIONS, 2021& 22

SEBI (LODR) (FOURTH AMENDMENTS) REGULATIONS, 2021& 22

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SEBI (LODR) (FOURTH AMENDMENTS) REGULATIONS, 2021& 22

AuthorCIT V. M. VENKATESWARA RAO (2015) 370 ITR 212 HOB’BLE APPELLATE TRIBUNAL, AP

CS Deepak P. Singh

 

 

 


The Security Exchange Board of India through Notification No. SEBI/LAD/-NRO/GN/2022/80 dated 25th April, 2022 issued SEBI( LODR) ( Fourth Amendments) Regulations, 2022 for amending SEBI ( LODR) Regulations, 2015.
Earlier Securities and Exchange Board of India vide notification dated 13th August 2021 has amended the Securities and  Exchange  Board of  India  (Listing  Obligations and  Disclosure  Requirements)  Regulations, 2015 (“SEBI LODR”), and the said amendment is named as Securities and  Exchange  Board of  India  (Listing  Obligations and  Disclosure  Requirements) (Fourth Amendment) Regulations, 2021 (“Amended Regulations”).
In this article we are going to discuss main amendments in SEBI( LODR) (FOURTH AMENDMENTS ) REGULATIONS 2021 & 2022.
The amendments are as follows:
Regulations
Existing  Regulation
Amended Regulation
AMENDMENTS THROUGH SEBI (LODR) (FOURTH AMENDMENTS) REGULATIONS, 2021
52(4)- Disclosure in financial results.
In the financial results of the listed entity, it was mandatory to disclose the
a)credit rating and change in credit rating
b) asset cover available, in case of non-convertible debt securities;
d)previous due date for the payment of interest/ dividend for non-convertible redeemable preference shares/ repayment of principal of non-convertible preference shares /non-convertible debt securities and whether the same has been paid or not; and,
e) next due date for the payment of interest/ dividend of non-convertible preference shares /principal along with the amount of interest/ dividend of non-convertible preference shares payable and the redemption amount;
As per amended regulation the sub clauses (a) (b) (d) (e) of clause (4) of regulation 52 shall be omitted.
57-Other submissions to stock exchange
Other submissions to stock exchange
Intimations/ Other submissions to stock exchange
57(2)-Undertaking to the stock exchange.
It was a mandate to submit the undertaking with the stock exchange that the entity has submitted all the documents and intimation required to Debenture trustee annually.
The sub section shall be omitted.
58-Documents and information to holders of non – convertible securities.
Documents and information to holders of non – convertible debt securities and non-convertible preference shares.
Documents and information to holders of non – convertible securities.
58(1)(a)- Soft copies of full Annual Reports.
Soft copies of full Annual Report to all the holders of non convertible preference share who have registered their email address(es) for the purpose .
Soft copies of the full annual reports to all the holders of non-convertible securities who have registered their email address(es) either with the listed entity or with any depository.
58(1)(b)- Hard copy of statement containing the salient features of annual report.
Hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made there under to those holders of non convertible preference share who have not so registered.
Hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made there under to those holders of non convertible securities who have not so registered .
58(1) (c)- Hard copies of full annual reports.
Hard copies of full annual report to those holders of non convertible debt securities and non convertible preference share, who request for the same.
Hard copies of full annual report to those holders of non convertible securities, who request for the same.
58(1)(d)- Half yearly communication.
Half yearly communication as specified in sub-regulation (4) and (5) of regulation 52, to holders of non convertible debt securities and non convertible preference shares .
The sub section shall be omitted.
61 (1) – Payment of interest or dividend.
The listed entity shall ensure timely payment of interest or dividend of non-convertible redeemable preference shares or redemption payment:
Provided that the listed entity shall not declare or distribute any dividend wherein it has defaulted in payment of interest on debt securities or redemption thereof or in creation of security as per the terms of the issue of debt securities:
Provided further that this requirement shall not be applicable in case of unsecured debt securities issued by regulated financial sector entities eligible for meeting capital requirements as specified by respective regulators.
The listed entity shall ensure timely payment of interest or dividend of
non-convertible debt securities and/or
 non-convertible redeemable preference shares or redemption payment:
Provided that the listed entity shall not declare or distribute any dividend wherein it has defaulted in payment of interest on debt securities or redemption thereof or in creation of security as per the terms of the issue of debt securities.
AMENDMENTS THROUGH SEBI (LODR) (FOURTH AMENDMENTS) REGULATIONS, 2022
Regulation 40(7)
(7) The listed entity shall comply with all procedural requirements as specified in Schedule VII with respect to transfer  of securities.
(7) The listed entity shall comply with all procedural requirements as specified in Schedule VII with respect to transfer  and transmissionof securities.
Regulation 61(4)
(4)The listed entity shall comply with requirements as specified in regulation 40 for transfer  of securities including procedural requirements specified in Schedule VII.
(4)The listed entity shall comply with requirements as specified in regulation 40 for transfer  and transmissionof securities including procedural requirements specified in Schedule VII.
Schedule VII
Transfer of Securities
[See Regulation 40(7) and 61(4)].
Transfer and Transmissionof Securities
[See Regulation 40(7) and 61(4)].
C. Additional Documentation Requirements in case of Transmission of Securities( Removed).
C.Documentation requirements in case of transmission of securities. 
(1) In case of transmission of securities, where the securities are held in single name with nomination, the following documents shall be submitted:
(a) duly signed transmission request form by the nominee;
(b) original death certificate or copy of death certificate attested by the nominee subject to verification with the original or copy of death certificate duly attested by a notary public or by a Gazetted Officer;
(c) self-attested copy of the Permanent Account Number card of the nominee, issued by the Income Tax Department.
(2) In case of transmission of securities, where the securities are held in single name without nomination, the following documents shall be submitted:
(a) a notarized affidavit from all legal heir(s) made on non-judicial stamp paper of appropriate value, to the effect of identification and claim of legal ownership to the securities:
Provided that in case the legal heir(s)/claimant(s) are named in the Succession Certificate or Probate of Will or Will or Letter of Administration as may be applicable in terms of Indian Succession Act, 1925 (39 of 1925) or Legal Heirship Certificate or its equivalent certificate issued by a competent Government Authority, an affidavit from such legal heir(s)/claimant(s) alone shall be sufficient;
(b) duly signed transmission request form by the legal heir(s)/claimant(s);
(c) original death certificate or copy of death certificate attested by the legal heir(s)/claimant(s) subject to verification with the original or copy of death certificate duly attested by a notary public or by a Gazetted Officer;
(d) self-attested copy of the Permanent Account Number card of the legal heir(s)/claimant(s), issued by the Income Tax Department;
(e) a copy of Succession Certificate or Probate of Will or Will or Letter of Administration or Court Decree as may be applicable in terms of Indian Succession Act, 1925 (39 of 1925) or Legal Heirship Certificate or its equivalent certificate issued by a competent Government Authority, attested by the legal heir(s)/claimant(s) subject to verification with the original or duly attested by a notary public or by a Gazetted Officer:
Provided that in a case where a copy of Will or a Legal Heirship Certificate or its equivalent certificate issued by a competent Government Authority is submitted, the same shall be accompanied with a notarized indemnity bond from the legal heir(s) /claimant(s) to whom the securities are transmitted, in the format specified by the Board:
Provided further that in a case where a copy of Legal Heirship Certificate or its equivalent certificate issued by a competent Government Authority is submitted, the same shall also be accompanied with a No Objection from all non-claimants, stating that they have relinquished their rights to the claim for transmission of securities;
(f) for cases where value of securities is up to rupees five lakhs per listed entity in case of securities held in physical mode, and up to rupees fifteen lakhs per beneficial owner in case of securities held in dematerialized mode, as on date of application, and where the documents mentioned in para (e) are not available, the legal heir(s) /claimant(s) may submit the following documents:
(i) no objection certificate from all legal heir(s) stating that they do not object to such transmission or copy of family settlement deed executed by all the legal heirs duly attested by a notary public or by a Gazetted Officer; and
(ii) a notarized indemnity bond made on non-judicial stamp paper of appropriate value, indemnifying the Share Transfer Agent/ listed entity, in the format specified by the Board:
Provided that the listed entity may, at its discretion, enhance the value of securities from the threshold limit of rupees five lakhs, in case of securities held in physical mode.”
 
DISCLAIMER: the article produced here is only for sharing information for readers. In case of necessity do consult with professionals.
 
Reference:https://ca2013.com/schedule/lodr-schedule-vii-2/
 

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