Presentation on LODR Fifth Amendment Regulations, 2021
Our other resources on related topics –
- https://vinodkothari.com/2021/09/high-value-debt-listed-entities-under-full-scale-corporate-governance-requirements/
- https://vinodkothari.com/2021/09/corporate-governance-enforced-on-debt-listed-entities/
- https://vinodkothari.com/2021/09/debt-listed-entities-under-new-requirement-of-quarterly-financial-results/
- https://vinodkothari.com/2021/09/full-scale-corporate-governance-extended-to-debt-listed-companies/
Hi Subrata, if we refer to the definition of Independent Director under SEBI LODR Regulations, it states that independent director means a non-executive director, other than a nominee director. Even though the existing NEDs have been allowed to be treated as IDs, we cannot deny the fact that IDs and nominee directors are treated differently under the Act as well as under SEBI Regulations. Hence, only NEDs shall be treated as IDs excluding the nominee directors.
In the definition of Independent director, there is a carve out that for Debt listed entity , all Non executive Directors are counted as Independent Directors, which includes Nominee directors as well?
Hi Subrata, if we refer to the definition of Independent Director under SEBI LODR Regulations, it states that independent director means a non-executive director, other than a nominee director. Even though the existing NEDs have been allowed to be treated as IDs, we cannot deny the fact that IDs and nominee directors are treated differently under the Act as well as under SEBI Regulations. Hence, only NEDs shall be treated as IDs excluding the nominee directors.
In your presentation you have mentioned about “Trading window closure”.
Whether the Insider Trading provisions are applicable to a Company which is “High value Debt Listed” and whose equity shares are not listed.
Kamala, as per the SEBI(Prohibition of Insider Trading) Regulations, 2015, for the term securities we need to refer to Section 2(h) of the Securities Contract (Regulation) Act, 1956 where the definition of securities have been given a wider meaning to include shares, scrips, bonds, debentures or other marketable securities of like nature. Also as per the intent of law, if a security is listed, its price is subject to change and will be impacted by price sensitive information. Hence, Insider Trading provisions are applicable to an entity whose debt securities are listed including High Value Debt Listed Entities.