The Listing Regulations require listed entities to disclose the
shareholding pattern for each class of securities in prescribed
format and 100% (one hundred percent) of the shares held
by the promoter/ promoter group are to be held in dematerialised
("DEMAT") format, that is to be
maintained at all times. Accordingly, SEBI issued a circular on
November 30, 2015 ("Disclosure Norms
Circular") to provide the format for disclosing the
shareholding pattern(s), as mentioned above, and the manner in
which the shares of promoter/ promoter group are to be held in the
DEMAT format. Salient features of the Disclosure Norms Circular
have been summarised below:
The holding of specified securities
is to be divided into 3 (three) categories, namely,
"promoter/ promoter group", "public" and
"non-promoter non-public". Further, the details of the
promoter/ promoter group shareholding(s) are to be consolidated on
the basis of the PAN and folio number in order to avoid
multiple disclosures of the shareholding of the same person;
The disclosure of public shareholding
is to be done under 3 (three) categories comprising of
"institution" as defined under the ICDR Regulations,
"central government/ state government(s)/ President of
India" or "non- institutions". Further, names of
shareholders holding 1% (one percent) or more of shares of
the listed entity and shareholders acting in concert are to be
Underlying shares against which
depository receipts have been issued, held by the promoter/
promoter group will be disclosed under "promoter/ promoter
group" category and such shares held by entities/ persons
other than the promoter/ promoter group will be classified under
the "public shareholding" category. However, shareholders
of such underlying shares that do not have the right to issue
voting instructions and where such depository receipts have not
been listed on an international stock exchange, will be categorised
under the "non-public non- promoter shareholding"
Shareholding of employee trusts and
schemes are to be shown separately under relevant categories in
accordance with the SEBI (Share Based Employee Benefits)
The manner in which the calculation
of the shareholding is to be done has been prescribed, along with
the format for disclosing the details of the shareholding under
The requirement of having 100%
(one hundred percent) shares of promoter/ promoter group
in DEMAT format will be subject to certain exemptions, mentioned in
the Disclosure Norms Circular. Further, a minimum of 50% (fifty
percent) of shares, held under the non-promoter category, are
to be compulsorily held in the DEMAT format, however, government
shareholding under the non-promoter category may be excluded for
the computation of the minimum shareholding.
The Disclosure Norms Circular endeavors full disclosure in
relation to shareholding patterns, not only for investor benefit
but also for the securities regulator and stock exchange(s) to keep
a check on the shareholding pattern of listed entities.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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The Ministry of Corporate Affairs notified on June 5, 2015 that certain provisions of the Companies Act, 2013 shall not apply to private limited companies or shall apply with such exceptions or modifications as directed in the notification.
Whilst trade and barter have existed since early times, the modern practice of forming business relationships through the means of contract has come into existence only since the industrial revolution in the West.
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