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The Amendment under SEBI (LODR) Regulations, 2015 has been made vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023. The Amendment shall be enforceable from the 13th of July, 2023.

1. Regulation 15(1A)

The second proviso of Regulation 15(1A) provides for the applicability of Regulations ranging from Regulation number 15 to Regulation number 27. Earlier, these were applicable to ‘high value debt listed entity’ on a ‘comply or explain’ basis until March 31, 2023 and on a mandatory basis thereafter.

It has been notified by SEBI that this date has been extended for one more year and hence, ‘high value debt listed entity’ are needed 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)

The continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment.
But it shall not be applicable to –
i) Whole-Time Director, Managing Director, Manager, Independent Director or a retiring Director 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 the aforesaid directors or Manager is otherwise provided for in the Regulations;
ii) Director appointed pursuant to the order of a Court or a Tribunal;
iii) Nominee director of the Government on the Board of a listed entity;
iv) 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

Vacancy for the post of Chief Executive Officer, Managing Director, Whole-Time Director or Manager, Chief Financial Officer shall be filled within three months from the date of such vacancy but cannot be appointed on an interim basis unless provisions related to fresh appointment are complied with.

4. Regulation 30(11)

Top 100 listed entities with effect from October 1, 2023 and top 250 listed entities with effect from April 1, 2024 shall confirm, deny or clarify any reported event or information in the mainstream media which is not general in nature and which ignite rumors amongst public within twenty-four hours from the reporting of the event.

5. Regulation 31B

Special rights granted to shareholders shall be subject to special resolution once in every five years starting from the date of grant of such special right but shall not be applicable to such special rights given to financial institution or the debenture trustee becoming shareholder as a consequence of such lending arrangement or subscription agreement for the debentures given to –

i) financial institution regulated by the Reserve Bank of India under a lending arrangement in the normal course of business;

ii) debenture trustee registered with the Board under a subscription agreement for the debentures issued by the listed entity.


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July 2024