Transaction & Regulatory Advisory Services Alert – December 2024
In this edition we have tried to bring you notice the latest amendment that followed in the month of December, 2024 issued by SEBI.
SEBI
Allowing subscription to the issue of Non-Convertible Securities during trading window closure period
1.In terms of Clause 4(3)(b) of Schedule B read with sub-regulation (1) of Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations)the trading window restrictions shall not apply in respect of transactions ,such as, acquisition by conversion of warrants or debentures, subscribing to rights issue, further public issue, preferential allotment or tendering of shares in a buy-back offer, open offer, delisting offer or such other transactions which are undertaken in accordance with the mechanisms as may be specified by the Board from time to time.
2.In this regard, SEBI vide Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020, provided that in addition to the transactions mentioned in Clause 4(3)(b) of Schedule B read with Regulation 9 of PIT Regulations, trading window restrictions shall not apply in respect of Offer for Sale and Rights Entitlements Transactions carried out in accordance with the framework specified by the Board from time to time.
3.It has been decided that in addition to the transactions mentioned in Clause 4(3)(b) of Schedule B read with sub-regulation (1) of Regulation 9 of PIT Regulations and SEBI Circular no. SEBI/HO/ISD/ISD/CIR/P/2020/133 dated July 23, 2020, the trading window restrictions shall also not apply to subscription to the issue of non-convertible securities, carried out in accordance with the framework specified by the Board from time to time.
4.Stock Exchanges are advised to bring the provisions of this circular to the notice of all listed companies and also disseminate the same on their websites.
5.This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulations4(3) and 11 of the PIT Regulations and to protect the interests of investors in securities and to promote the development of and to regulate the securities market and shall come into effect with immediate effect
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Industry Standards on Reporting of BRSR Core
1.In order to facilitate ease of doing business and to bring about standardization in implementation, the Industry Standards Forum (“ISF”) comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for effective implementation of the requirement to disclose Business Responsibility and Sustainability Report (BRSR) Core under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) read with Chapter IV-B of SEBI master circular for compliance with the provisions of the LODR regulations by listed entities, issued vide SEBI/HO/CFD/PoD2/CIR/P/0155and dated November 11, 2024.
2.The industry associations which are part of ISF (ASSOCHAM, FICCI, and CII) and the stock exchanges shall publish the aforesaid industry standards on their websites.
3.The listed entities shall follow the above industry standards to ensure compliance with SEBI requirements on disclosure of BRSR Core.
4.Thiscircular shall be applicable for FY 2024-25 and onwards.
5.The Stock Exchanges are advised to bring the contents of this circular to the notice of their listed entities and ensure its compliance.
6.This circular is issued in exercise of the powers conferred under Section 11(1) and 11Aof the Securities and Exchange Board of India Act, 1992 read with regulation 101of LODR Regulations.
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