The Sebi proposed a three-phase process for re-classification of promoters as public shareholders. In the first stage, the concerned promoter shareholder or the company will have to file an application to the stock exchange requesting re-classification. In the next stage, the request will go to the board of directors.
The board will then provide its recommendation, which will be placed before the shareholders. In the third and final stage, the proposal will be put before the shareholders in a general meeting and approved through an ordinary resolution. The concerned promoter will not be permitted to vote on such resolution. Also, there has to be a cooling off period between the date of board meeting and shareholder meeting.
“Such stages will also ensure that there are enough checks and balances in place to ensure that interests of all stakeholders are safeguarded,” Sebi said in a consultation paper, based on the recommendations made by the Kotak Committee and the primary market advisory committee (PMAC) on the matter.
The issue of re-classification had assumed significance at the time of implementation of minimum public shareholding (MPS) norms. In order to comply with the 25 per cent MPS rule, some entities were seen re-classifying themselves as ordinary shareholders just to comply with the regulations.
Sebi has also set eligibility criteria for such reclassification to ensure that outgoing promoters do not “exercise control over the listed entity, directly or indirectly, and cease to be promoters in spirit.”