Outline for SOP in the context of Regulation 30 of the Listing Regulations
– Team Corplaw | corplaw@vinodkothari.com
– Team Corplaw | corplaw@vinodkothari.com
– Team Corplaw | corplaw@vinodkothari.com
Read our other resources on LODR Second Amendment Regulations, 2023
– Sharon Pinto and Shreya Salampuria | corplaw@vinodkothari.com
Keeping in view of the significance of the amendments, we are conducting a workshop on the same. Details can be accessed here – https://vinodkothari.com/2023/06/workshop-on-sebi-lodr-2nd-amendment-regulations-2023/ |
Also read our detailed article on –
– Nitu Poddar | corplaw@vinodkothari.com
Reg 37A of Listing Regulations requires additional voting and disclosure requirements
Keeping in view of the significance of the amendments, we are conducting a workshop on the same. Details can be accessed at – https://vinodkothari.com/2023/06/workshop-on-sebi-lodr-2nd-amendment-regulations-2023/ |
The article was also published by IndiaCorpLaw and can be viewed here |
Disposal of an undertaking (whole or substantially the whole) can be done either as part of a scheme of arrangement or otherwise by way of slump sale / business transfer agreement (‘BTA’). Disposal, other than by way of scheme of arrangement, have so far been regulated as per section 180(1)(a) of the Companies Act, 2013 (‘Act’) which requires approval of the shareholders by way of special resolution. SEBI has prescribed approval requirement in this regard by way of introduction of regulation 37A vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 (‘Amendment Regulations’) effective from June 14, 2023 that requires listed entities to follow a stricter regime for disposal of undertaking inter alia mandating approval from majority of the public shareholders who are not interested in the transaction, disclosure of the object, commercial rationale and use of proceeds arising from such transaction. While there is an exemption provided in case of transactions with a wholly owned subsidiary (WOS), the approval regime will apply in case of disposal of undertaking by such WOS or any reduction in shareholding in the WOS subsequent to transfer of the undertaking.
The said amendment is based on the Consultation Paper rolled by SEBI on February 21, 2023. Apart from incorporating the provisions proposed in this regard in the Consultation Paper, the amendment has introduced new provisions as well. Provision with respect to seeking approval from the shareholders of the listed entity in case a WOS is used as a conduit for transfer in undertaking is a new requirement brought in through the amendment.
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In view of the overwhelming response received for our workshop held yesterday, we are announcing a repeat workshop on 30th June, 2023. You may register your interest here – https://docs.google.com/forms/d/e/1FAIpQLSff223EAvPfU3roZogwubvO0cQ1S1Dx8R9Kopv8XH-ff0nX_g/viewform Loading…
-Payal Agarwal, Manager (payal@vinodkothari.com)
Keeping in view of the significance of the amendments, we are conducting a workshop on the same. Details can be accessed here – https://vinodkothari.com/2023/06/workshop-on-sebi-lodr-2nd-amendment-regulations-2023/
The importance of transparency and timely dissemination of material information for a listed entity needs no emphasis, since most of these events and information may have a direct bearing on the price discovery of the securities of the listed entities and the investors’ decisions. The intent of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is to ensure a seamless flow of information; the Regulation is complemented by Schedule III thereto, which provides an indicative list of the events or information in a listed entity that may be considered “material” and thereby, requires prompt disclosure by way of intimations to the stock exchange(s) in which the entity is listed.
While Para A of Part A of Schedule III specifies the list of information/ events which are “deemed” material, Para B specifies a list of information/ events which are to be tested based on the application of guidelines of materiality. Further, Para C requires intimation of any major development that is likely to affect the business and Regulation 30 also provides a residuary provision of intimation of any other information or event that does not fall either under Para A or Part B of Part A of the Listing Regulations, however, is material. The guidelines of materiality for the purpose of testing the events/ information under Para B of Part A of Schedule III are provided in sub-regulation (4) of Reg 30 and are supposed to be documented in the policy for determination of materiality (“Materiality Policy”) of the listed entity. The Materiality Policy of a listed entity plays a prominent role in determining the disclosure practices of a listed entity.
SEBI vide an amendment notification dated 14th June 2023 has notified (“Amendment Regulations”) several changes to the Listing Regulations which were earlier proposed in a Consultation Paper with respect to the disclosure of material events. The same has now been incorporated under the Listing Regulations itself. A few of these include :
The Amendment Regulations are applicable from the 30th day of the publication of the notification, i.e., on and from 14th July, 2023. Further, the amendments are applicable only to the equity-listed entities, since debt-listed entities including High-value Debt Listed Entities are outside the scope of Regulation 30. We have listed some of the major amendments in this write-up.
Read more →– Pammy Jaiswal, Partner | corplaw@vinodkothari.com
Payal Agarwal, Team Corplaw | corplaw@vinodkothari.com
-Anushka Vohra | Manager | anushka@vinodkothari.com
The article was also published in the CRA E-Bulletin and can be viewed here |
Passing the torch, lighting the way – an expression that can be used to refer to succession planning. Be it a household, business organization or institution, succession planning is needed everywhere. In a household, as the family possessions and culture are passed on, it is simply termed as continuing the legacy. In an HUF, according to HUF laws, after the Karta (head of the HUF) dies, the senior most coparcener becomes the head of the HUF. In corporates, the larger the scale and complexity of business, the need for succession planning becomes much more important. Unlike in the case of a household, corporates involve the livelihood and interests of thousands of people, i.e., the shareholders, vendors, customers and other stakeholders. The intent of succession planning is not to oust the leader from his / her position but to prepare the next generation to become the future leaders. Succession planning is required to ensure smooth running of business. The torch bearer (leader here), has to groom his / her successor to take over his role.
In an organization, succession planning is an important element of corporate governance. In this write-up, the author has tried to emphasize on the need and importance of succession planning.
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