Corporate Laws Updates with NSB & Co.

∆ SEBI vide its Notification dated February 07, 2023 issued SEBI (Buy-Back of Securities) Regulations, 2018. ✓ Under the Regulation 11(i), 11 (iii) and 21 (iii) of said regulations, now Secretarial Auditor of the Company authorised (in stead of the Statutory Auditor) to witness the extinguishment of the certificates bought back pursuant to Buyback of securities and to issue a certificate of compliance in this regard. ✓The provisions of these Regulations shall be effective from March 09, 2023. ✓ To read amended regulations of Buy-Back of Securities, please click here 

✓ SEBI vide it's circular dated April 8, 2022, clarified on following: ✓ Provisions: Regulation 23(3)(e) of the SEBI LODR Regulations specifies that omnibus approval granted by the audit committee shall be valid for a period not exceeding one year and shall require fresh approvals after expiry of one year. Regulation 23(4) of the SEBI LODR Regulations requires shareholder approval for material related party transactions (RPTs). ✓ Companies Act, 2013: Section 96(1) of the Act specifies that the time gap between two Annual General Meetings (AGMs) cannot be more than fifteen months. Query: What's the validity of period for the omnibus approval where the transactions are material and shareholders’ approval is also required. Response: The shareholders’ approval of omnibus Related Party Transactions (RPTs) approved in an Annual General Merting shall be valid upto the date of the next AGM for a period not exceeding fifteen months. - Further, in case of omnibus approvals for material R...

✓ SEBI vide circular dated March 30, 2022 provided clarifications with respect to Related Party Transactions as follows: ✓ Related Party Transaction (RPT) already approved by the audit committee and shareholders prior to April 1, 2022, there shall be no requirement to seek fresh approval from the shareholders. ✓ Regulation 23(8) of the LODR Regulations specifies that all existing material related party contracts or arrangements entered into prior to the date of notification of these regulations and which may continue beyond such date shall be placed for approval of the shareholders in the first General Meeting subsequent to notification of these regulations. ✓ In accordance with the said regulation, an RPT that has been approved by the audit committee prior to April 1, 2022 which continues beyond such date and becomes material as per the revised materiality threshold shall be placed before the shareholders in the first General Meeting held after April 1, 2022. ✓ It is reiterated that a...

∆ Schemes of Arrangement by Listed Entities: ✓ SEBI vide it's circular dated February 01, 2022 clarified (to its vide Circular dated November 18, 2021, read with Master dated December 22, 2020) that, in respect of the No Objection Certificate (NOC) as required to obtain as per above circular ms, Part I Para A 2(k) of the circular shall read as follows: - No Objection Certificate (NOC) from the lending scheduled commercial banks/ financial institutions/ debenture trustees, from not less than 75% of the secured creditors in value.   ✓ This circular shall be applicable for all the schemes filed with the stock exchanges after Nov. 16, 2020.

✓ SEBI vide circular dated December 29, 2021 (in supersession of the SEBI Circular dated November 13, 2020) prescribed penalty for non-compliances with continuous disclosure requirements by the issuers of listed Non-Convertible Securities (refer Annexure 1) and/ or Commercial Paper (refer Annexure 2). ✓ This circular shall come into force for the due dates of compliances   on or after February 01, 2022. Prior to February 01, 2022 period, the circular dated November 13, 2020 would be applicable. ✓ Further,  SEBI clarified that the stock exchanges may deviate from penalty, if found necessary, only after recording reasons in writing. ✓ In case a non-compliant entity is listed on more than one recognized stock exchange, the concerned recognized stock exchange(s) shall take uniform action under this circular in consultation with each other. ✓ The fines specified in Annexure I shall continue to accrue till the time of rectification of the non-compliance and to the satisfaction ...

KEY AMENDMENTS: (1) SEBI has merged SEBI ILDS (Issue and Listing of Debt Securities) Regulations and SEBI NCRPS (Non-Convertible Redeemable Preference Shares) Regulations into a single regulation to be called SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. (2) SEBI has amended SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to include Corporate Governance requirements for listed companies which have listed their debt securities. ✓ Corporate Governance provisions such as Composition of Board, Related Party Transactions and Audit Committee, shall also apply to a listed entity which has listed its non-convertible debt securities and has an outstanding value of such debt securities of INR 500 Crore and above. ✓ In case an entity crosses specified threshold of Rs 500 crore later on during the year, it shall ensure compliance with these provisions within six months from such date. ✓ These provisions shall be applicable to a 'high value de...

✓ SEBI in its Meeting held on June 29, 2021 approved key proposals, including following: ✓ Provisions related to Independent Directors - These amendments shall be applicable with effect from Jan 01, 2022. - SEBI approved amendments to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) pertaining to regulatory provisions related to Independent Directors (IDs), which include the following:  1. Appointment/Re-appointment and Removal of IDs o Appointment/Re-appointment and Removal of IDs shall be through a special resolution of shareholders for all listed entities. o The process to be followed by Nomination and Remuneration Committee (NRC), while selecting candidates for appointment as IDs, has been elaborated and made more transparent including enhanced disclosures regarding the skills required for appointment as an ID and how the proposed candidate fits into that skillset. o The composition of NRC has been m...

✓ National Stock Exchange of India Limited (NSE) has issued guidelines with respect to various communications/ filing made by the listed companies under SEBI Regulations. ✓ Key Point : The company shall ensure that no price-sensitive information is disclosed unless the same has been first disclosed to the stock exchanges. ✓ For further details, please refer below:

✓ SEBI has discontinued redundant Initial Disclosure filed by under Reg. 7 (1) (a) of SEBI (Prohibition of Insider Trading Regulations) 2015. ✓ Initial Disclosure was required to be filed by every promoter, member of promoter group, key managerial personnel and director of every listed company within 30 days of effective date of Regulations which was falling in 2015 and hence become redundant as on today.

SEBI has approved following amendments in its meeting held on March 25, 2021. ∆ Key relaxations for Start-up Company: - Listing criteria of Start-up on Innovators Growth platform (IGP) under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 has been relaxed as follows: - Issuer to have 25% of pre-issue capital held by eligible investors for two years period, is reduced to one year. - The term ‘Accredited Investor’ for the purpose of IGP is renamed as ‘Innovators Growth Platform Investors’. - At present, pre-issue shareholding of such investors for meeting eligibility, is considered for only 10%, which is now increased and shall be considered for the entire 25% required for meeting eligibility norms. - Issuer Company is not permitted to make discretionary allotment unde IGP framework, which is now decided to allow Issuer Company to allocate up to 60% of the issue size on a discretionary basis, prior to issue opening, to eligible investors with a lock in of ...

- SEBI has passed an adjudication order pursuant to non-compliance in provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI Insider Trading "). - It was delivered in the matter of Ms. Pragnaben Suryakant Shah, (Independent Director) of Gala Global Products Limited. ∆ Summary of the Case: - Director   of   the Company executed transaction(s) in excess of INR 10 lakh in the scrip of the Company, without  making any  disclosure to the stock exchange or the Company. - It is important to note that, in the present case Director of the Company was appointed as Independent Director. Due to age and certain health issues trades were carried out by authorised stock broker of Director. Transactions carried out from her account as enumerated below: Summary of Transactions: i. Transaction of INR 65,91,582.90 took place on February 20, 2018;  ii Transaction of INR 32,34,319.20 took place on February 21, 2018;  iii. Transaction of INR 18,64...

- SEBI has passed an adjudication order pursuant to several instance of non-compliance in respect of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). - It was delivered in the matter of Raymond Limited, a listed company on BSE and NSE. Summary and Non-compliance observed in the Case: -  The Company had entered into transaction with promoters for sale of certain property at throwaway prices and defaulted in compliance of certain in regulations as mandated under SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015) ("SEBI Listing Regulations"). Following to which,  SEBI conducted inquiry to examine the violation of the corporate governance norms prescribed under SEBI Listing Regulations.  - At the same time, it is pertinent to note that article titled ‘IiAS slams Raymond's bid to sell JK House to promoters at throwaway price' was published in Business Standard dated May 25, 2017 by in...