SEBI has vide its circular dated March 30, 2012 exempted certain categories of cases from the mandatory requirement of 100% shareholding of promoters of companies in demat form. A list of four such categories is given in the circular appended below. The companies/ promoters have to approach the stock exchanges with proper documentary evidence as to matters falling within the said four categories.
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1333096925164.pdf
CIRCULAR
SEBI/Cir/ISD/ 1 /2012
March 30, 2012
To,
All the Recognized Stock Exchanges,
Dear Sir/Madam,
Sub: Exemptions from 100% promoter(s) holding in demat form
1. This is further to SEBI circulars SEBI/Cir/ISD/3/2011 dated June 17, 2011 and
SEBI/Cir/ISD/05/2011 dated September 30, 2011 regarding 100% promoter(s)
holding in demat form.
2. While reviewing compliance, it is noticed that promoters of a large number of
companies have complied with the requirements stated in the above mentioned
circulars. SEBI has also received representations from various companies
bringing out issues relating to dematerialization of holdings of promoters and
have accordingly sought exemption from compliance with the above mentioned
circulars.
3. In light of these representations and in consultation with Stock Exchanges, it has
been decided that following exemptions shall be taken into consideration while
arriving at compliance with 100% promoter(s) holding in demat form. Such
exemption shall be applicable in cases where :-
a. Promoter(s) have sold their shares in physical mode and such shares have
not been lodged for transfer with the company; or
b. Matters concerning part/entire shareholding of promoters/promoter group
are sub judice before any Court/Tribunal; or
c. Shares cannot be converted into demat form due to death of any
promoter(s); or
d. Shares allotted to promoter(s) that await final approval for listing from stock
exchange and such pendency is less than 30 days or shares that upon
receipt of final listing approval from stock exchange are pending conversion
to demat and such pendency is less than 15 days.
4. For availing such exemption under Para 3 (a) to (d) above, companies shall
approach Stock Exchange(s) along with necessary documentary evidence.
5. Provisions of SEBI circulars SEBI/Cir/ISD/3/2011 dated June 17, 2011,
SEBI/Cir/ISD/05/2011 dated September 30, 2011 and this circular shall come
into effect from April 30, 2012.
6. The Stock Exchanges are advised to:-
a) Put in place adequate systems and issue necessary guidelines to the market
for implementing the above decision; and
b) Make necessary amendments to the relevant bye-laws, rules and regulations
for implementation of the above decision; and
c) Bring the provisions of this circular to the notice of the market and also to
disseminate the same on its website; and
d) Communicate to SEBI the status of implementation of this circular through the
Monthly Report.
7. This circular is being issued under Section 11(1) read with Section 11(2)(a) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of
investors in securities and to promote the development of, and to regulate the
securities market as well as to regulate the business in stock exchanges.
8. This circular is available on SEBI website at www.sebi.gov.in
Yours faithfully,
Avarjeet Singh
Deputy General Manager
Integrated Surveillance Department
022-26449262
avarjeets@sebi.gov.in
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1333096925164.pdf
CIRCULAR
SEBI/Cir/ISD/ 1 /2012
March 30, 2012
To,
All the Recognized Stock Exchanges,
Dear Sir/Madam,
Sub: Exemptions from 100% promoter(s) holding in demat form
1. This is further to SEBI circulars SEBI/Cir/ISD/3/2011 dated June 17, 2011 and
SEBI/Cir/ISD/05/2011 dated September 30, 2011 regarding 100% promoter(s)
holding in demat form.
2. While reviewing compliance, it is noticed that promoters of a large number of
companies have complied with the requirements stated in the above mentioned
circulars. SEBI has also received representations from various companies
bringing out issues relating to dematerialization of holdings of promoters and
have accordingly sought exemption from compliance with the above mentioned
circulars.
3. In light of these representations and in consultation with Stock Exchanges, it has
been decided that following exemptions shall be taken into consideration while
arriving at compliance with 100% promoter(s) holding in demat form. Such
exemption shall be applicable in cases where :-
a. Promoter(s) have sold their shares in physical mode and such shares have
not been lodged for transfer with the company; or
b. Matters concerning part/entire shareholding of promoters/promoter group
are sub judice before any Court/Tribunal; or
c. Shares cannot be converted into demat form due to death of any
promoter(s); or
d. Shares allotted to promoter(s) that await final approval for listing from stock
exchange and such pendency is less than 30 days or shares that upon
receipt of final listing approval from stock exchange are pending conversion
to demat and such pendency is less than 15 days.
4. For availing such exemption under Para 3 (a) to (d) above, companies shall
approach Stock Exchange(s) along with necessary documentary evidence.
5. Provisions of SEBI circulars SEBI/Cir/ISD/3/2011 dated June 17, 2011,
SEBI/Cir/ISD/05/2011 dated September 30, 2011 and this circular shall come
into effect from April 30, 2012.
6. The Stock Exchanges are advised to:-
a) Put in place adequate systems and issue necessary guidelines to the market
for implementing the above decision; and
b) Make necessary amendments to the relevant bye-laws, rules and regulations
for implementation of the above decision; and
c) Bring the provisions of this circular to the notice of the market and also to
disseminate the same on its website; and
d) Communicate to SEBI the status of implementation of this circular through the
Monthly Report.
7. This circular is being issued under Section 11(1) read with Section 11(2)(a) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of
investors in securities and to promote the development of, and to regulate the
securities market as well as to regulate the business in stock exchanges.
8. This circular is available on SEBI website at www.sebi.gov.in
Yours faithfully,
Avarjeet Singh
Deputy General Manager
Integrated Surveillance Department
022-26449262
avarjeets@sebi.gov.in
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