RULES OF LAW

  Diversity is a key factor that is receiving increasing attention from regulators, investors, and other stakeholders. Regulation 17 (1) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015, which mandates the composition of the board of directors of a listed entity. The regulation specifies that the board of directors must have an optimal combination of executive and non-executive directors, with at least one woman director. Additionally, not less than 50% of the board of directors must comprise of non-executive directors. The regulation further states that the top 1000 listed entities must have at least one independent woman director. This requirement is in addition to having an optimal combination of executive and non-executive directors. The top 1000 entities are determined based on their market capitalization as at the end of the immediate previous financial year. Furthermore, if the chairperson of th...

In today's securities market, investor confidence is paramount, and an efficient grievance redressal mechanism is essential to ensure that investors have faith in the system. According to Regulation 13 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall ensure that adequate steps are taken for the expeditious redressal of investor complaints. The listed entity shall also register on the SCORES platform or another electronic platform mandated by the Board to handle investor complaints electronically. The entity shall file a statement with the recognized stock exchange(s) on a quarterly basis, indicating the number of investor complaints pending, received, disposed of, and unresolved during the quarter. An efficient grievance redressal mechanism is vital for investor confidence. Investors must feel that their concerns and complaints are heard and addressed in a timely and effective manner. The pr...

  In the world of securities and exchange, the appointment of a qualified compliance officer is not only a regulatory obligation but a crucial step towards ensuring the letter and spirit of the law. As per Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity is required to appoint a qualified company secretary as the compliance officer. The compliance officer is tasked with various responsibilities that range from ensuring conformity with regulatory provisions, co-ordination with the board, stock exchanges and depositories, to monitoring the grievance redressal division. From a legal perspective, the role of the compliance officer in a listed entity cannot be overstated. The compliance officer ensures that the correct procedures have been followed, which leads to the accuracy, authenticity, and comprehensiveness of information, statements, and reports filed by the listed entity under ...

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity is required to appoint a share transfer agent or manage the share transfer facility in-house. This ensures that the transfer of securities is carried out in an efficient and transparent manner. If the listed entity manages the share transfer facility in-house and the total number of holders of securities exceeds one lakh, the entity must either register with the Board as a Category II share transfer agent or appoint a Registrar to an issue and share transfer agent registered with the Board. This ensures that the entity is able to manage the share transfer facility effectively and efficiently. The listed entity must ensure that all activities related to the share transfer facility are maintained either in-house or by a Registrar to an issue and share transfer agent registered with the Board. This ensures that the transfer of securities is carried out in a secure and transparent manne...

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1453201291889.pdf

SEBI has notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) on September 2, 2015. A time period of ninety days has been given for implementing the Regulations.  However, two provisions of the regulations, which are facilitating in nature, are applicable with immediate effect. These pertain to (i) passing of ordinary resolution instead of special resolution in case of all material related party transactions subject to related parties abstaining from voting on such resolutions, in line with the provisions of the companies Act, 2013, and (ii) re-classification of promoters as public shareholders under various circumstances. The main features of these regulations are as follows: Guiding Principles (Chapter II): The regulations start by providing broad principles  for periodic disclosures by listed entities and also have incorporated the principles for corporate governance. These principles underlie s...