Amendment to LODR 

PUBLISHED ON: 1-02-2022

The Securities and Exchange Board of India (“SEBI”) has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) vide the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022 published on January 24, 2022. (available here).

Regulation 17(1C):

  • The approval of shareholders is now required for the appointment of a manager, to be obtained at the next general meeting, or within 3 months from the appointment, whichever is earlier.
  • Prior approval of the shareholders is now required for the appointment or a re-appointment of a director/manager earlier rejected by the shareholders. Where such appointment/ re-appointment is proposed, the statement annexed to the notice for the aforementioned shareholders’ meeting should contain a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of directors for such recommendation.

Regulation 32(7): The report of a monitoring agency for utilisation of proceeds of a public/ rights issue be placed before the audit committee on a quarterly basis instead of an annual basis.

Regulation 39(2): The issuances of securities certificates for the purposes of subdivision, split, consolidation, exchanges, duplicates and other such matters must be in dematerialized form.

Regulation 40 (1):

  • Transmission or transposition of securities was permitted to be processed in both physical and dematerialized form. Now, the securities of a listed entity must be held in dematerialized form with a depository, for effecting any requests for transmission or transposition of securities as well.
  • A consequential amendment has been made to Regulation 40(3), which requires transmission of shares to be processed within 7 days of receipt of documents.

Schedule VI: The unclaimed shares of a listed entity lying in the Unclaimed Suspense Account or demat suspense account, shall now be credited only to the demat account of the allottee to the extent of the allottee’s entitlement. The option to get the delivery of physical certificates after re-materializing the same is no longer available to an allotee.