Analysis of SEBI (LODR) (Fourth Amendments) Regulations, 2022 & 2021

Table of content

• Securities and Exchange Board of India (SEBI)  
• Purpose of SEBI
• Powers and functions of SEBI
• SEBI LODR regulations 2015
• Amendments through SEBI (LODR) (fourth amendment) regulations, 2021
• Amendments through SEBI (LODR) (fourth amendment) regulations, 2022
• Conclusion

a) credit rating and credit rating change

b) in the case of non-convertible debt securities, available asset coverage;

d) the previous due date for paying interest or dividends on non-convertible redeemable preference shares/repayment of principal on non-convertible preference shares/non-convertible debt securities, and whether or not they were paid; and

e) the next due date for payment of interest or dividend from non-convertible priority shares/principal, as well as the amount of interest or dividend payable and the redemption amount;

Provided that the listed entity shall not declare or distribute any dividend where it has failed to pay interest on the debt securities or to repay them or to create security under the terms of the issue of the debt securities:

Provided further that this requirement shall not apply in the case of unsecured debt securities issued by regulated financial sector entities eligible to meet the capital requirements established by the relevant regulators.

non-convertible debt securities and/or

 non-convertible redeemable preference shares or redemption payment:

Provided that the listed entity shall not grant or distribute any dividend for which it has fallen into default in the payment of interest on the debt securities or in the repayment thereof or in the establishment of security under the terms of the issue of debt securities.

Transfer and Transfer of Securities [See Regulations 40(7) and 61(4)].

C. Additional documentation requirements in case of transfer of securities (deleted).

(1) In the case of the transfer of securities, when the securities are held in one name with a nomination, the following documents shall be submitted:

a) Duly signed transfer request form by the appointed person;

b) The original of the death certificate or a copy of the death certificate certified by a named person subject to verification with the original or a copy of the death certificate duly certified by a notary public or an official;

(c) Self-attested copy of Permanent Account Number Card of the candidate issued by the Income Tax Department

(2) In the case of the transfer of securities, when the securities are held in one name without nomination, the following documents shall be submitted:

a) Notarized affidavit of all legal heirs made on non-judicial stamp paper of reasonable value, for the purpose of identification and claim to legal ownership of securities:

Provided that where the legal heirs/claimants are named in the Succession Certificate or Will or Will or Letters of Administration as may be applicable in terms of the Indian Succession Act, 1925 (39 of 1925) or the law Certificate of inheritance or its equivalent certificate issued by a competent state authority, only an affidavit of such legal heir/claims/claims is sufficient;

b) Duly signed transfer application form by the legal heir/claimants;

c) The original death certificate or a copy of the death certificate certified by the legal heir/claimant(s), subject to verification with the original or a copy of the death certificate duly certified by a notary public or official;

(d) Self-attested copy of permanent account number card of legal heir/claimant, issued by Income Tax Department;

(e) A copy of the succession certificate or will or testament or letter of administration or court order as may be applicable within the meaning of the Indian Succession Act, 1925 (39 of 1925) or the certificate of intestate succession or its equivalent issued by a competent Government authority, attested by the legal heir/claimant(s) subject to verification with an original or duly authenticated by a notary or public official:

Provided that, upon presentation of a copy of the Will or Certificate of Intestate Succession or its equivalent certificate issued by the appropriate governmental authority, such declaration shall be accompanied by a notarized bond of indemnification from the legal heir(s) to whom the securities are transferred, in the format prescribed by the Board of Directors:

Provided further, that in the event a copy of the statutory probate certificate or its equivalent certificate issued by the appropriate governmental authority is submitted, there shall also be attached an objection from all non-claimants stating that they have waived their rights to claim the transfer of securities;

(f) in cases where the value of the securities is up to five lakh rupees per listed entity in case of securities held in physical mode and up to fifteen thousand rupees per beneficial owner in case of securities held in dematerialized mode, as on the date of application and if the documents mentioned in paragraph e) are not available, the legal heirs / applicants can submit the following documents:

(I) No objection certificate from all the legal heirs stating that they have no objection to such transfer or a copy of the deed of family settlement executed by all the legal heirs duly attested by a notary or gazette officer; and

(ii) A notarized indemnity bond executed on non-judicial stamp paper of reasonable value indemnifying the Share Transfer Agent / Listed Person, in the format specified by the Board of Directors:

Provided that the listed entity may, at its discretion, increase the value of the securities from the threshold limit of five lakh rupees, in case of securities held in physical mode.