SEBI Amends LODR Regulations, 2015

The Securities and Exchange Board of India (SEBI) has issued a fresh set of regulations to amend the existing SEBI (LODR) Regulations, 2015  which have come into force on the date of their publication in the Official Gazette, that is, 24th January 2022.

The new set of amendments specify that the appointment or re-appointment of persons earlier rejected by shareholders at the general meeting shall take place only with prior approval of shareholders.

Further, in Regulation 17 (1C), the words “or as a manager” shall be inserted after the words “Board of Directors

The following provisos to Regulation 17(1C) have also been added,

“Provided that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders:

Provided further that the statement referred to under sub-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of directors for recommending such a person for appointment or re-appointment.”

In regulation 40(1), the existing proviso shall be substituted with the following,

“Provided that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository: Provided further that transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form.”

Further, in Regulation 40(3), in the first proviso, the words “for securities held in dematerialized mode and physical mode” and the words “and twenty-one days respectively” have been omitted.

Amendments have also been introduced to Regulations 32(7), 39(2) and Schedule VI Clause D (1).