CORPORATE LAW UPDATES NOV 2022

CORPORATE LAW UPDATES CIRCULAR NO. SEBI/HO/DDHS/D- DHS_DIV1/P/CIR/2022/147, DATED 31-10-2022

SEBI caps number of ISINs maturing in any financial year for debt securities issued on private placement basis to 14

Editorial Note : SEBI has decided to further cap the number of ISINs matur- ing in a financial year for debt securities issued on private placement basis.

A maximum number of 14 ISINs maturing in any financial year shall be allowed for an issuer of debt securities. In addition, a further 6 ISINs shall also be made for the issuance of the capital gains tax. Also, SEBI has provided for bifurca- tion of ISINs. The circular shall be applicable to ISINs utilised to issue debt securities from 01.04.2023.

CIRCULAR NO. SEBI/HO/D- DHS/DDHS-RACPOD2/P/- CIR/2022/146, DATED 31-10-2022 SEBI defines new symbols/defini- tions for new ratings/reviews for CRAs for Issuer Rating /Corporate Credit Rating

Editorial Note : After discussions with stakeholders, the SEBI has introduced new symbols and defini- tions for the new ratings/ reviews by the CRAs for Issuer Rating / Corpo- rate Credit Rating. These Ratings indicate the degree of safety of the issuer or the rated entity with regard to the timely servicing of all its debt obligations. The circular shall be applicable with effect from January 1, 2023.

Further, Monitoring of this circular shall be done in terms of the half-yearly internal audit for CRAs.

CIRCULAR NO. SEBI/HO/IM-

D/DOF2/P/CIR/2022/145, DATED 28-10-2022

ETFs units, direct transaction with AMCs shall be facilitated only for transactions above Rs 25 Cr from May 01, 2023: SEBI

Editorial Note : Earlier, SEBI in May 23, 2022 introduced a circular on “Development of passive funds”. Clause 2(IV)(A) of the aforesaid circular prescribed that in respect of units of ETFs, direct transaction with AMCs shall be facilitated for investors only for transactions above a specified threshold of Rs 25 Cr. Further, the applicability of the circular shall be from November 01, 2022. Now, SEBI has extended the applicabili- ty of circular to May 01, 2023.

CIRCULAR NO. SEBI/HO/D- DHS/P/CIR/2022/00144, DATED 28-10-2022
Face value of debt security & non-convertible redeemable pref- erence share reduced from Rs. 10 lakh to Rs. 1 lakh: SEBI

Editorial Note : Earlier, SEBI mandated that the face value of each debt security or non-convert- ible redeemable preference share issued on a private placement basis shall be Rs. 10 lakh. SEBI

SEBI received various representations from various market participants, requesting for a review of the said denomina- tions. Accordingly, SEBI has reduced the face value of debt securities from Rs. 10 lakh to Rs. 1 lakh. The motive is to increase the investor’s participation in the corporate bond market.

REGULATION 7 OF THE SEBI (STOCK BROKERS) REGULA- TIONS, 1992 – PROCEDURE WHERE REGISTRATION IS NOT GRANTED – CODE OF CONDUCT OF STOCK BROKERS

Where NSE by impugned order expelled appellant from its member- ship alleging change in promoters causing change in control of appellant without obtaining prior approval of Exchange, misuse clients funds, non-reconciliation of securities record- ed in back office and tampering of records, in view of fact that appellant did not refute said charges, charges were established and, thus, no interfer- ence in impugned order was warranted – Stampede Capital Ltd. v. National Stock Exchange of India Ltd. – [2022] 143 taxmann.com 218 (SAT – Mumbai)

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