Securities And Exchange Board Of India (SEBI) Brings New Rules For Listed Companies; Authorizes Accredited Investors Structure

INSUBCONTINENT EXCLUSIVE:
The decisions were taken by the Sebi board at its meeting held on Tuesday.Seeking to strengthen the corporate governance practices as well
as attract more investors, markets watchdog Sebi on Tuesday approved stricter norms related to independent directors, reduced the minimum
subscription amount for REITs and InvITs and decided to introduce a framework for accredited investors along with other measures.To provide
easy access to investors to participate in public/rights issues by using various payment avenues, Sebi has also decided to permit banks,
other than scheduled banks, to act as a banker to such issues.The board of Sebi, at its meeting in Mumbai on Tuesday, gave its nod to allow
resident Indian fund managers to be constituents of foreign portfolio investors and decided to amend mutual fund rules to provide for the
investment of a minimum amount as "skin in the game" in the schemes floated by Asset Management Companies (AMCs) based on the risk
associated with such schemes.Continuing efforts to bolster the regulatory framework for independent directors, Sebi has cleared various
amendments to rules governing the appointment, re-appointment and removal of independent directors -- a move that will also provide more say
for public shareholders in the appointment and re-appointment of such people
The new norms will be effective from January 1, 2022.Under the proposed changes, a listed company will be required to disclose the
resignation letter of an independent director and there will be a one-year cooling period for an independent director transitioning to a
whole-time director in the same company/ holding/ subsidiary/ associate company or any company belonging to the promoter group.Further, the
process to be followed by the Nomination and Remuneration Committee (NRC) while selecting candidates for appointment as independent
directors would become more transparent
These include enhanced disclosures regarding the skills required for appointment as an independent director and how the proposed candidate
fits into that skillset, Sebi said in a release.Continuing efforts to deepen the market for Real Estate Investment Trusts (REITs) and
Infrastructure Investment Trusts (InvITs), the watchdog has decided to reduce the minimum subscription amount and trading lot size for them
The minimum application value will be in the range of Rs 10,000-15,000 and the trading lot will be of one unit for REITs and InvITs.Under
the current norms, while making an initial public offer and follow-on offer, the minimum subscription should not be less than Rs 1 lakh for
InvITs and Rs 50,000 for REITs under the current rules
Allotment to any investor is required to be made in the multiples of a lot.At present, for initial listing, a trading lot should be of 100
units and during follow-on offer, each lot should consist of the such number of units in its trading lot as it had at the time of the
initial offer.Suraj Malik, Partner -- M-A Tax and Regulatory Services -- at BDO India said that reduction in application value and trading
lot for REITs and InvITs will enable greater retail participation in such instruments."The government itself is targeting several
REITs/InvITs to monetise state and PSU assets and this change will enable them to attract an asset allocation from a wider market of retail
investors," he said
The regulator will introduce a framework for accredited investors, a class of investors who may be considered as well-informed about
investment products.Individuals, HUFs, family trusts, sole proprietorships, partnership firms, trusts and body corporates based on financial
parameters would be eligible to be accredited investors.In addition, the regulator has decided to introduce a minimum unit holders
requirement for unlisted InvITs
"The minimum number of unitholders, other than sponsor, its related parties and its associates shall be five together holding not less than
25 per cent of the total unit capital of the InvIT," Sebi said.To ease the compliance burden on listed entities, a proposal has also been
cleared to merge listing rules pertaining to debt securities and non-convertible redeemable preference shares into a single regulation
Under the new framework, issuers other than unlisted REITs and InvITs that are in existence for less than 3 years, can tap the bond market
on certain conditions.The Sebi board also cleared a proposal to allow resident Indian fund managers to be constituents of foreign portfolio
investors
Besides, changes would be made to the prohibition of insider trading regulations whereby the reward for informants would be hiked to up to
Rs 10 crore from the current Rs 1 crore
Among other measures, the regulator would amend Sebi (Credit Rating Agencies) Regulations, 1999.These regulations were amended "to define a
Credit Rating Agency (CRA) in terms of rating of securities that are listed or proposed to be listed on a recognised stock exchange, and to
provide for an explanation in clause (f) of Regulation 9 specifying that ratings undertaken by a CRA under the respective guidelines of a
financial sector regulator or authority shall be under the purview of the concerned financial sector regulator or authority".The board also
approved Sebi's annual report for 2020-21