On November 30, 2015, SEBI issued a circular prescribing formats for disclosure of holding of specified securities and shareholding pattern by listed entities (“2015 Circular”). By way of a circular issued on June 30, 2022 (“2022 Circular”), SEBI has modified the formats of the statement showing holding of the public shareholders and the statement showing holding of the non promoter – non public shareholder. Further, SEBI has also mandated that listed entities are required to disclose details pertaining to foreign ownership limits in a separate format. These changes are introduced in the interest of providing further clarity and transparency in the disclosure of shareholding pattern to investors.
Table III of the 2015 Circular provides a format for the statement showing holding of public shareholders. In the recent amendment, Table III has been amended to divide the category of ‘Institutions’ into two categories: Domestic and Foreign. In addition to the existing shareholder categories in the domestic institutions category, the categories of sovereign wealth funds, NBFCs registered with RBI, and Asset Reconstruction Companies have been added. Under the Foreign Institutions category, details of shareholding of FDIs, FVCIs, sovereign wealth funds, FPIs, and overseas depositories holding DRs have to be provided. It should be noted that the two categories of ‘NBFCs registered with RBI’ and ‘Overseas depositories holding DRs’ have been moved from Non-Institutions category to Domestic Institutions and Foreign Institutions categories, respectively.
Under the Central Government / State Government(s) category, there has been an addition of one more class of shareholders, i.e. ‘Shareholding by companies or bodies corporate where central /state government is a promoter’. The Non-Institutions category has also been expanded and now details of shareholding of the following shareholder categories, in addition to the existing categories, have to be specifically provided – Associate companies/subsidiaries, directors and their relatives, KMPs, non-immediate relatives of promoters, trusts (where any person from promoter group is not a trustee, beneficiary or author of trust), IPEF, NRIs, foreign nationals and foreign companies.
Furthermore, a new column, i.e. Column XV, has been introduced in Table III under which shareholding as per the following sub-categories has to be disclosed – a. Shareholders who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative (i.e. Director) on the board of the listed entity; b. Shareholders who have entered into shareholder agreement with the listed entity; and c. Shareholders acting as persons in concert with promoters.
Importantly, it has been clarified that categorization and disclosure of each shareholder category should be carried out in the order prescribed in the format. If a shareholder is falling under more than one category, then the same shall be classified in the category falling first in the order prescribed in the format.
Table IV of the 2015 Circular provides a format for the statement showing holding of non-promoter non-public shareholders. This has been amended now to incorporate the enactment of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and the resultant repeal of the SEBI (Share Based Employee Benefits) Regulations, 2014.
As hereinabove stated, SEBI has specified a new format in Annexure B of the 2022 Circular, as Table VI, under which listed entities are required to disclose details pertaining to foreign ownership limits.
The 2022 Circular shall come into force with effect from the quarter ending September 30, 2022. While the compliance burden on listed entities has increased, the changes introduced by SEBI will bring in more transparency to the entire process of disclosure of ownership of shares in listed entities.
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