Capital market regulator Sebi has notified amended listing regulations that allow listed companies to seek shareholders’ approval for related party deals through ordinary resolutions. Besides, Sebi’s provisions for listed entities have been aligned with those of the Companies Act, 2013.

The latest listing norms, finalised after consultations, will consolidate and streamline the provisions of existing listing agreements for different segments of the capital market.

“The regulations have thus been structured to provide ease of reference by consolidating into one single document across various types of securities listed on stock exchanges,” Sebi said.

While a 90-day period has been given to implement the norms, Sebi said two provisions in the revised rules that are facilitating in nature would be applicable with immediate effect.

One pertains to “passing of ordinary resolution instead of special resolution in the case of all material related party transactions subject to related parties abstaining from voting on such resolutions, in line with the provisions of the Companies Act, 2013”, the regulator noted.

An ordinary resolution requires only a minimum of 50% voting by shareholders for approval while in the case of special resolution, the threshold is 75%.

Recent amendments made in the Companies Act had changed the requirement of special resolution for related party deals to that of ordinary resolution. As part of aligning the listing provisions with those of the Act, Sebi has also made similar changes.

Meanwhile, another change in the revised listing norms relates to re-classification of promoters as public shareholders under various circumstances.

Sebi said that wherever necessary, the provisions in listing regulations have been aligned with those of the Companies Act, 2013.

Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) have been divided into two parts. They are substantive provisions incorporated in the main body of regulations and procedural requirements in the form of schedules to the regulations. 

The latest set of norms provides broad principles for periodic disclosures by listed entities, apart from incorporating corporate governance principles.

“These principles underlie specific requirements prescribed in different chapters of the regulations. In the event of the absence of specific requirements or ambiguity, these principles would serve to guide listed entities,” Sebi said.

According to the regulator, a shortened version of the listing agreement would be prescribed and the same has to be signed by the company.

“Existing listed entities will be required to sign the shortened version within six months of the notification of the regulations,” it added.

The revised listing norms were notified on September 2.

“The related provisions have been aligned and provided at a common place for ease of reference,” Sebi said, adding that all clauses dealing with disclosure of events or information which may be material or price sensitive spread across the listing agreement have been provided as a schedule to the regulations.

“All disclosures required to be made on the website of the listed entity have been enumerated at a single place for ease of reference and all requirements pertaining to disclosures in the annual report have been combined,” Sebi said.

Besides, obligations common to all listed entities have been enumerated. These include general compliance requirements, appointment of common compliance officer and filings on electronic platform.

Obligations which are applicable to specific types of securities have been incorporated in separate chapters.

Stock exchanges will be responsible in ensuring companies comply with the listing obligations, and in the case of non-compliance, they can take action against the entities.

In order to ensure there is no overlapping or confusion on the applicability of these norms, pre-listing requirements have been incorporated in respective regulations.

“These provisions pertain to allotment of securities, refund and payment of interest, 1% security deposit (in case of public issuance)… post-listing requirements have been incorporated in listing regulations,” Sebi said.