TMI BlogAmendments to Clause 40A and Clause 35 of Equity Listing AgreementX X X X Extracts X X X X X X X X Extracts X X X X ..... es which, at the time of initial listing, had offered less than 25% but not less than 10% of the total number of issued shares of a class or kind, in terms of Rule 19(2)(b) of Securities Contract (Regulation) Rules 1957 (SCRR) or companies desiring to list their shares by making an Initial Public Offering (IPO) of at least 10% in terms of Rule 19(2)(b) of SCRR. b. Companies which have, irrespective of the percentage of their shares with public at the time of initial listing, reached a size of two crore or more in terms of number of listed shares and ₹ 1000 crore or more in terms of market capitalization. The companies at (a) and (b) above will be required to maintain the minimum level of public shareholding at 10% of the total number of issued shares of a class or kind for the purpose of continuous listing. The aforesaid requirement of maintaining minimum level of public shareholding on a continuous basis will not be applicable to government companies (as defined under Section 617 of the Companies Act, 1956), infrastructure companies (as defined under clause 1.2.1(xv) of the SEBI (DIP) Guidelines, 2000) and companies referred to the Board for Industrial and Financial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he quarterly reporting as per the revised Clause 35 shall start from quarter ending June 30, 2006. III. Direction to Stock Exchanges 1. All Stock Exchanges are advised to do the following before the date of this circular coming into force, i.e., by May 1, 2006 : a. Give effect to the abovementioned policies and appropriately amend Clause 40A and Clause 35 of Equity Listing Agreement in line with the text of the amendments specified in Annexure I and II. b. Make consequential changes, if any, in other clauses of Equity Listing Agreement, e.g., Clause 41. 2. All Stock Exchanges are further advised to do the following: a. Monitor compliance with the minimum level of public shareholding, based on quarterly returns submitted by companies . b. Submit a report to SEBI on quarterly basis as per the format specified in Annexure III. The said report shall be submitted within 45 days of the end of each quarter, first such report to be submitted for the quarter ending June 30, 2006. c. Communicate to SEBI, status of implementation of the requirements of this circular in the next Monthly Development Report. 3. Specified Stock Exchanges are advised to grant necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s to maintain on a continuous basis, public shareholding of at least 10% of the total number of issued shares of such class or kind. (iv) Where, as on May 1, 2006, the shares of a particular class or kind issued by the company are listed and the public shareholding in respect of shares of such class or kind is less than 25% or 10%, as the case may be, of the total number of issued shares of such class or kind, the company agrees to increase public shareholding in respect of shares of such class or kind to 25% or 10%, as the case may be, within such period as may be approved by the Specified Stock Exchange (SSE) but not exceeding two years from the said date. Provided that the SSE may, on an application made by the company and after satisfying itself about the adequacy of steps taken by the company to increase its public shareholding and genuineness of the reasons submitted by the company for not reaching the minimum level of public shareholding and after recording reasons in writing, extend the time for compliance with the requirement of minimum level of public shareholding by a further period not exceeding one year. (v) Where the public shareholding in a company in respec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ear. (viii) The company agrees that in the event of sub-clauses (iv) or (vii) becoming applicable, it shall forthwith adopt any of the following methods to raise the public shareholding to the minimum level: (a) issuance of shares to public through prospectus; (b) offer for sale of shares held by promoters to public through prospectus; (c) sale of shares held by promoters through the secondary market; or (d) any other method which does not adversely affect the interest of minority shareholders. Provided that for the purpose of adopting methods specified at sub-clauses (c) and (d) above, the company agrees to take prior approval of the SSE which may impose such conditions as it deems fit. (ix) Where a company fails to comply with this clause, its shares shall be liable to be delisted in terms of the Delisting Guidelines / Regulations, if any, prescribed by SEBI in this regard and the company shall be liable for penal actions under the Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992. (x) Nothing contained in sub-clauses (i) to (vii) shall apply to (a) a company in respect of which reference is or has be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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