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Securities and Exchange Board of India PR No. 283/2015 SEBI Board Meeting The SEBI Board met in Mumbai today and took the following decisions:
(1) Listing of Stock Exchanges The Board approved the listing of stock exchanges subject to the following measures proposed towards ensuring compliance with the SECC Regulations, 2012, by a listed stock exchange: i. Towards maintaining of 51 percentage of shareholding of Public Category and ensuring that holding of trading members/ associates/ agents does not exceed 49 percent, a mechanism be put in place providing for approval of the listed stock exchange as and when holding of trading members/associates/agents reaches a limit of 45 percent. ii. Towards ensuring compliance that every shareholder be Fit & Proper, each applicant shall be required to make declaration to this effect at the time of making application during IPO/OFS. SEBI will also issue necessary procedures to ensure compliance of the provisions post listing. iii. The shareholding threshold of 2 percent, 5 percent or 15 percent as the case may be, shall be monitored through Depository mechanism. iv. In order to effectively implement the provisions of listing of its associates on listed stock exchanges, the definition of associates is being appropriately amended. v. Stock Exchanges shall be classified as infrastructure Company under SEBI (ICDR) Regulations, 2009. The aforesaid measures shall,mutatis mutandis, apply on the listing of Depository.
(2) Committee on Clearing Corporations
The Board considered the recommendations of the Committee and public comments received thereon. After deliberation, the Board broadly accepted the recommendations of the Committee relating to :
The Committee recommended that 5% of profit from depository operations be transferred.
(3) Consultation paper for disclosure requirements for issuance and listing Green Bonds The issuance and listing of Green Bonds in India does not require any amendment to the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (ILDS Regulations). The issue, listing and disclosure requirements as prescribed under the ILDS Regulations will continue to be applicable, like any regular corporate bond issuance.
(4) Proposal for seeking approval for initiation of public consultation process on introduction of "Primary Market Debt Offering through private placement on electronic Book" It is proposed that such an electronic book may be created by entities to be named as Electronic Book Providers (EBPs).Entities such as stock exchanges, depositories and Merchant Bankers with net worth above Rs.100 crore may apply to SEBI for setting up EBPs.
(5) Forfeiture of partly paid-up shares - Exemption from Takeover Regulations
(6) Deemed Public Issues The Board has approved that in respect of the cases involving issuance of securities to more than 49 persons but up to 200 persons in a financial year, the companies may avoid penal action if they had provided the investors with an option to surrender the securities and get the refund amount at a price not less than the amount of subscription money paid along with 15% interest p.a. thereon. The exit may be provided by the company itself or by the promoters or by such persons as arranged by the company / promoters. The companies may adjust the amounts already paid to the allottees either as interest / dividend or otherwise from the amount of refund to be paid to the investors. In case of transfer of securities by the original allottees, option for refund may be provided to the current holders of the securities. The refunds made by the company following the option for refund exercised by investors would be certified by independent practicing Chartered Accountants / practicing Company Secretaries / practicing Cost Accountants. The proposal has taken into account the interest of investors while recognising their right to stay invested in case they feel it is beneficial to them.
(7) Business Responsibility Reporting by Listed Entities SEBI Board has now approved that present applicability of BRR be extended to top five hundred listed entities based on market capitalization as on March 31st of every year. As a green initiative, the business responsibility reports can be given on the websites of the companies providing website link for the same in their annual reports.
(8) Exit opportunity to dissenting shareholders
(9) Public issuance of convertible securities
(10) Delisting of Small Companies Based on suggestion receive from Investor Association, Board has approved the proposal that the condition of no trading for preceding one year may be relaxed and the small companies, whose trading of equity shares during the twelve calendar months is less than 10% of the total number of shares of such company, would also be eligible for simplified procedure of delisting. However, to pr o tect the interest of investors, the exit price shall not be less than the floor price determined for the purpose of Reverse Book Building for not frequently traded securities in terms of Delisting Regulations read with SEBI Takeover Regulations.
Mumbai
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