The Securities and Exchange Board of India vide its notification dated 24th January 2022, has published the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022 to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per regulation 17(1C) the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Director is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier”
Through this amendment, the following provisos has been inserted under regulation 17(1C).
Provided that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders:
Provided further that the statement referred to under sub-section (1) of section 102 of the Companies Act, 2013, annexed to the notice to the shareholders, for considering the appointment or re-appointment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of directors for recommending such a person for appointment or re-appointment.”
Further regulation 40 which deals with Transfer or Transmission or transposition of securities, in which the following proviso has been substituted:
“Provided that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository:
Provided further that transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form.”
