Outcome of SEBI Board Meeting of June 29, 2021
At its Board Meeting conducted on June 29, 2021, the Securities Exchange Board of India (“SEBI”) has reworked the framework and amended regulations pertaining to Independent Directors (“ID”), modified the criteria for Infrastructure Investment Trusts (“InvITs”) and Real Estate Investment Trusts (“REITs”), undertook measures for providing incentives to informants of insider trading and introduced framework for Accredited Investors in securities market. We present to you the major highlights of the meeting:
A – Framework for Accredited Investors: SEBI accepted the proposal to offer a framework for “Accredited Investors” in the securities market. It provided authorisation of a payment bank for accepting application money for initial public offer (“IPO”) to arrange easy access for investors participating in public/rights issues. Further, Accredited Investors with minimum investment of Rs. 10 Crores with registered Portfolio Managers (“PMS”) provider, may avail relaxation from regulatory requirement with respect to investment in unlisted securities and can enter bilaterally negotiated agreements with the PMS provider. Further, SEBI also provided clearance to the proposal of amending the SEBI (Bankers to an Issue) Regulations, 1994, by way of permitting banks, other than scheduled banks, as may be specified by SEBI from time to time, to register as a banker to an Issue.
B – Review of Regulatory Provisions related to IDs: The Board approved amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) pertaining to regulatory provisions related to IDs. These amendments shall be made applicable with effect from Jan 01, 2022. The SEBI board laid down the process of appointing or removing IDs:
a – Appointment/Re-appointment and Removal: As per the new rules, appointment/ reappointment and removal of IDs in listed companies will be through a special resolution approved by shareholders. Thereafter, the Nomination and Remuneration Committee, which shall now have 2/3 IDs as members, shall seek for such special resolution while selecting candidates for appointment as IDs, would work in a more transparent manner including enhanced disclosures regarding the skills required for appointment as an ID and how the proposed candidate fits into that skillset.
b – Eligibility Requirement: A cooling off period of three years has been introduced for Key Managerial Personnel (and their relatives) or employees of the promoter group companies, for appointment as an ID. SEBI approved the appointment of relatives of employees of the company, its holding, subsidiary, or associate company as ID without the requirement of a cooling off period in line with the Companies Act, 2013.
c – Resignation: A company that is listed will be obligated to disclose the resignation letter of an ID and shall follow the one-year cooling period requirement for an ID to transition to a whole-time director in the same company/ holding/ subsidiary/ associate company or any company belonging to the promoter group.
C – Directors and Officers insurance: The requirement of undertaking Directors and Officers insurance has been extended to the top 1000 companies (by market capitalization). These amendments shall be made applicable with effect from Jan 01, 2022.
D – Measures taken for prohibition of Insider Trading: SEBI, as a measure to curb Insider Trading, provided an increment in the informant amount from INR 1 crore to INR 10 crores. SEBI further clarifies that in a situation where the total reward payable to the informant is less than or equal to INR 1 crore, then the reward may be granted by SEBI, after the final order is issued.
E – Greater flexibility for REITs and InvITs operations: The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Non – Convertible Redeemable Preference Shares) Regulations, 2013 have been merged into a single Regulation – SEBI (Issue and Listing of Non – Convertible Securities) Regulations, 2021. The major provisions of the new Regulations are: SEBI accepted relaxation for unlisted REITs and InvITs and provided new regulations to tap the bond market. Issuers other than unlisted REITs and InvITs who are in existence for less than 3 years, have been facilitated to tap the bond market. SEBI provided a reduction in the minimum subscription amount and the new amount will be ranging from INR 10,000 to INR 15,000. Issuance of the debt securities shall only be made on a private placement basis and the issue is open for subscription only to Qualified Institutional Buyers.