The Securities and Exchange Board of India on 14th November 2022, has published the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Through this amendment, regulation 25(A) which deals with obligations with respect to independent directors has been notified as follows:
The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.
“Provided that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A):
Provided further that an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution.”
Further through this amendment under regulation 52(4), it has been notified that the listed entity, while submitting quarterly and annual financial results, shall disclose the following line items along with the financial results:
- debt-equity ratio;
- debt service coverage ratio;
- interest service coverage ratio;
- outstanding redeemable preference shares (quantity and value);
- capital redemption reserve/debenture redemption reserve;
- net worth;
- net profit after tax;
- earnings per share:
- current ratio;
- long term debt to working capital;
- bad debts to Account receivable ratio;
- current liability ratio, etc
Provided that if the above information mentioned is not applicable to the listed entity, it shall disclose such other ratio/equivalent financial information, as may be required to be maintained under applicable laws, if any.
Further, the listed entity under regulation 52(7), shall submit to the stock exchange(s), along with the quarterly financial results, a statement indicating the utilisation of the issue proceeds of nonconvertible securities, in such format as may be specified by the Board, till such proceeds of the issue have been fully utilised or the purpose for which the proceeds were raised has been achieved.”