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Governance Watch Monthly Newsletter January 2015 Governance Watch Monthly Newsletter SEBI Discussion Paper - Amendments for Restrictions on Wilful Defaulters SEBI floated a discussion paper on proposed amendments to regulations framed under SEBI Act, 1992 for Imposing Restrictions on Wilful Defaulters. Following are the rec- ommendations made to impose restrictions on willful defaulters from accessing the capital market: Recommendation 1 No issuer shall make a public issue of equity securities, if the issuer, its pro- moter, group company or director of the Issuer of such securities, is in the list "Whether you think you can or whether you think you can’t, you’re of the Wilful defaulters, published by the Reserve Bank of India. right” - Henry Ford Recommendation 2 Inside this Issue: No issuer shall make a public issue of the debt securities, if the issuer, its pro- moter, group company or director of the Issuer of such securities, is in the list SEBI Discussion Paper - of the Wilful defaulters, published by the Reserve Bank of India or it is in de- Amendments for Restric- fault of payment of interest or repayment of principal amount in respect of tions on Wilful Defaulters debt instruments issued by it to the public, if any. SEBI Discussion Paper - Reclassification of Promot- Recommendation 3 ers as Public No issuer shall make a public issue of non-convertible redeemable preference shares , if the issuer, its promoter, group company or director of the Issuer of On Focus: Sustainability Reporting such securities, is in the list of the Wilful defaulters, published by the Reserve Bank of India or it is in default of payment of interest or repayment of princi- About Us pal amount in respect of debt instruments issued by it to the public, if any. We are in the News! Recommendation 4 Existing listed companies / its promoter / group company / director of the Issuer categorized as 'wilful defaulter' may make a rights issue / private place- ment to qualified institutional buyers, with full disclosures in the offer docu- ment. (contd. on next page..) Monthly Newsletter SEBI Discussion Paper - Amendments for Restrictions on Wilful Defaulters (continued) Recommendation 5 Existing listed companies / its promoter / group company / director of the Issuer categorized as 'wilful de- faulter' should not be allowed to take control over other listed entity in accordance with SEBI (SAST) Regula- tions, 2011. Recommendation 6 Existing listed companies / its promoter / group company / director of the Issuer categorized as 'wilful de- faulter' should be allowed to make counter offer in case of a hostile bid. The comments/ suggestions should be given in the following format: Name of the entity/ person / intermediary Name of the organization/ investor Sr. No. Pertains to Recommendation num- Proposed changes Rationale ber The comments should be emailed on or before January 23, 2015 to [email protected] or sent by post to: Mr. Anindya Kumar Das, Deputy General Manager, Corporation Finance Department, Securities and Exchange Board of India, SEBI Bhavan, Plot No. C4-A, G-Block, Bandra Kurla Complex, Bandra East, Mumbai 400051 The link for SEBI proposal is: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1420453707061.pdf Page 2 Monthly Newsletter SEBI Discussion Paper - Re-classification of Promoters as Public SEBI floated a discussion paper on re-classification of promoters as public after many promoters have expressed a desire to re-classify their holding as public. The discussion paper proposes a policy framework which details the various scenar- ios and conditions under which a promoter can be re-classified as a public shareholder: Proposed Policy Framework An entity belonging to promoter / promoter group of listed companies may re-classify its shareholding to public category under the following three scenarios, subject to certain conditions as stated thereafter: I. Pursuant to an open offer under the SAST Regulations or on account of an exemption granted by SEBI under the said Regulations. II. In case of a separation agreement - The said agreement shall be duly registered under the Registration Act, 1908 or the material terms of the separation agreement should be disclosed to the stock ex- changes, prior to the reclassification. III. The promoter along with the entire promoter group to which the promoter belongs, taken together, holds less than 5% shares in the company (including any convertibles/outstanding warrants/ADR/ GDR Holding). Common Conditions with respect to Scenario I, II and III: Post reclassification, no shareholding agreement shall exist and all past agreements between (i) outgo- ing promoter / promoter group entities and the continuing promoter / promoter group entities and (ii) outgoing entities and the company, shall be made null and void. In other words, such outgoing entities shall have only such rights as any other public shareholder. No special rights shall be with the outgoing entity through any formal or informal arrangements Outgoing entities shall not hold any Key Management Personnel (“KMP”) position in the company and the other group or associate companies. Further, in case the promoter is a corporate entity, KMP‟s of such corporate promoter shall not hold any KMP position in the company and the other group / associate companies The outgoing entities and/or company should not have been debarred from accessing the capital market Page 3 (contd. on next page..) Monthly Newsletter SEBI Discussion Paper - Re-classification of Promoters as Public (continued) Such outgoing entities shall not exercise, directly or indirectly, any control over the affairs of the com- pany or any of the group / associate companies If such outgoing entities want to classify themselves as promoters again in future, they shall be re- quired to make an open offer to the public and would not be eligible for exemption from the said obli- gation Additional conditions with respect to Scenario II and III: The promoter group entity / company shall give intimation to Stock Exchanges for the re- classification along with all the relevant details including reason for re-classification, shareholding of the said promoter group, copy of agreements and other relevant documents. The re-classification shall be permitted after expiry of 1 year from such intimation Post the initial 1 year, such promoter group entity may be classified as public. However, they shall not be considered to be part of public shareholders for another 3 years for the purpose of compliance with minimum public shareholding requirements under Securities Contracts (Regulation) Rules, 1957 Further additional conditions with respect to Scenario III: Such promoters should have been disclosed as promoters since at least 3 financial years prior to the year in which the said promoter/promoter group entities desires to re-classify its holding as public Such outgoing entities shall not fall within the definition of „promoter group„ category in respect of the continuing promoter Conditions with respect to disclosure and procedures: As per the disclosure in the Offer Document, all entities falling under promoter and promoter group shall be disclosed separately on the Stock Exchange‟s website along with the specific relevant head (e.g. family member of the promoter, corporate entity where promoter holds more than 10%, person in control of the issuer, etc) under which the said entity has been disclosed. For existing listed compa- nies, the said information should be submitted to all the recognized stock exchanges where the com- pany is listed. The said list shall be allowed to be updated by the Stock Exchange where the securities are listed, only after receipt of a request from the company / promoter along with all relevant documentary evi- dences Page 4 (contd. on next page..) Monthly Newsletter SEBI Discussion Paper - Re-classification of Promoters as Public (continued) Stock Exchanges shall satisfy themselves with the above mentioned conditions and only thereafter, shall allow any update to the list SEBI or Stock Exchanges shall have the right to specify any other condition on a case to case basis SEBI may, for reasons recorded in writing, relax any of the conditions specified above, on a case to case basis The comments/ suggestions should be given in the following format: Name of the entity/ person / intermediary Name of the organization/ Sr. No. Pertains to serial number Proposed changes Rationale The comments should be emailed on or before January 16, 2015 to [email protected] or sent by post to: Mr. Amit Tandon, Deputy General Manager, Corporation Finance Department, Securities and Exchange Board of India, SEBI Bhavan, Plot No. C4-A, G-Block, Bandra Kurla Complex, Bandra East, Mumbai 400051 The link for SEBI proposal is: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1419934886654.pdf Page 5 Monthly Newsletter On Focus: Sustainability Reporting The short and medium-term success of any company depends upon its financial results. However, the long- term success depends upon many other factors, which, along with better financial results, play a major role in sustenance of the company. Since the business operations of the company is affected by multiple factors, both from within or outside its scope, the company should strive to create conditions that negates any future ad- versities and capitalizes on opportunities. Any activity that has a negative impact on the society and the envi- ronment has to be mitigated. Companies need to make sure that they are profitable and sustainable at the same time. Companies utilize many different kinds of resources in their day-to-day operations. The resources may be in the form of human workforce, water, electricity, land, machinery, building, raw materials, etc. Some of these resources are renewable, others are not. Most of the resources are limited in supply and hence, need efficient utilization to avoid their depletion. As per the Oxford dictionary, „sustainability‟ means „able to be main- tained at a certain rate and level‟ and „conserving an ecological balance by avoiding depletion of natural re- sources‟.
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