Photo of Sourav Kanti De Biswas

Partner in the General Corporate Practice at the Delhi office of Cyril Amarchand Mangaldas. Sourav has more than 15 years work experience focusing on M&A (public and private), JVs, business transfers, commercial contracting, corporate and commercial laws, securities law (Takeover Regulations, Insider Trading Regulations, Listing Regulations, etc.) corporate governance and general corporate advisory. He has extensively advised several domestic and international clients (listed and unlisted), both on buy side as well as sell side, on complex legal transactions across diverse sectors including manufacturing, information technology, retail, media & entertainment, pharmaceuticals, hospitality, etc. He can be reached at sourav.biswas@cyrilshroff.com

Promoter reclassification - Family feud An area of concern

The Indian business landscape mainly comprises of family run businesses. Keeping in mind the close-knit joint family culture in the country, Indian regulators have been particularly cautious of family members owning and controlling a business together. The Securities and Exchange Board of India (SEBI) has, in Regulation 2(1)(pp) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, given a broad definition of “promoter group”, which includes any immediate relatives of the promoter and entities where such relatives have more than 20% stake. Being a member of the promoter group of a listed company entails rigorous disclosure and compliance obligations under various SEBI regulations. In fact, SEBI has in its Consultative Paper dated November 23, 2020, made a noting that there is a need for further clarification under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), with regard to disclosing names of persons in promoter/ promoter group who hold even ‘Nil’ shareholding in the listed company.
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