Recently SEBI has been introducing many amendments in various regulations, such as the Buy-Back regulations, Substantial Acquisition of Shares and Takeover Regulations, Delisting Regulations, etc. Amongst many such amendments, on 24th March, 2015, SEBI has now issued SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015. Two sub regulations 17A and 20A has been inserted in the new regulations. Regulation 17A is regarding the Right to recall or redeem debt securities before maturity and Regulation 20A is about Consolidation and re-issuance of Debt Securities. This article will provide you an understanding of these two new sub-regulations.

On 24th March, 2015, through various notifications, SEBI has amended SEBI (Buy Back of Securities) Regulations, 1998, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Delisting of Equity Shares) Regulations, 2009. Amongst various other changes, an important change that has been notified is the ability to use the stock exchange platform for tendering shares while participating in open offers, buybacks and delisting offers by companies. Earlier, even though these transactions were regulated by SEBI, they were off market transactions and hence no Securities Transaction Tax (“STT”) was applicable, but capital gain was levied. Now that these transactions can be settled through the stock exchange mechanism, the tax impact will be substantially lower. This move would encourage wider participation from investors. Now, via circular dated 13th April, 2015, SEBI has prescribed the mechanism for acquisition of such shares, pursuant to Tender offers under Takeovers, Buy-Back and Delisting, through Stock Exchange. This article explains the procedure of tendering and settlement of shares, pursuant to Tender offers under Takeovers, Buy-Back and Delisting, through Stock Exchange, through Stock Exchange.

The SEBI board in its meeting on November 19, 2014, had approved the amendments but subsequently there were requests for changes. Changes were hence introduced through “SEBI (Delisting of Equity Shares)(Amendment) Regulations, 2015 introduced by way of Notification no. LAD-NRO/GN/2014-15/27/541 dated 24th March, 2015. These changes are aimed at making the existing regulatory framework on delisting more effective.

In order to curb the illicit transactions in shares of listed firms by management personnel and connected persons, SEBI on 15th January, 2015, notified a stricter set of insider trading norms. The new norms will be called SEBI (Prohibition of Insider Trading) Regulations, 2015 (“New Regulations”) and will replace the (Prohibition of Insider Trading) Regulations, 1992 (“Old Regulations”) from 120th day of its publication. The Old Regulations were overhauled after a
20-year gap, following recommendations made by a committee led by N.K. Sodhi, former chief justice of the Karnataka and Kerala high courts and former presiding officer of the Securities Appellate Tribunal. There has been a major change in the norms for Insider Trading in the New Regulations as compared to the Old Regulations. This article will highlight the key provisions of these new guidelines.

The Companies Act, 2013 was enacted on August 30, 2013 which provides for a major overhaul in the Corporate Governance norms for all companies. The rules pertaining to Corporate Governance were notified on March 27, 2014. SEBI decided to review the provisions of the Listing Agreement in this regard with the objectives to align with the provisions of the Companies Act, 2013, adopt best practices on corporate governance and to make the corporate governance framework more effective. Hence, Clause 35B and Clause 49 of the Equity Listing Agreement have been replaced by new text through Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 and Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014. This article highlights the major changes brought about in the above mentioned clauses of the Equity Listing Agreement.