The Security and Exchange Board of India (SEBI) notified the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021 which sought to amend Issue of Capital and Disclosure Requirements) Regulations, 2018 in respect of non requirement of minimum promoters’ contribution.
The SEBI notified the new Amendment under Regulation 112 which states the cases in which the promoter’s contribution is not required.
Under Regulation 112 where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years immediately preceding the reference date, the issuer has redressed at least ninety five per cent of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date, and the issuer has been in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a minimum period of three years immediately preceding the reference date.
However, if the issuer has not complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to composition of board of directors, for any quarter during the last three years immediately preceding the date of filing of draft offer document/offer document, but is compliant with such provisions at the time of filing of draft offer document/offer document, and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the date of filing the draft offer document/offer document, it shall be deemed as compliance with the condition.
The SEBI further laid the condition that where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (a) of sub-regulation (1) of regulation 113, the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher.
The Board further notified the new proviso in the Regulation 167 which says, “ Provided that the lock-in provision shall not be applicable to the specified securities to the extent to achieve 10% public shareholding.”
In regulation 115, the existing proviso after clause (c), shall be omitted.
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