Approval of request received from ______________, Persons belonging to the Promoter Group for reclassification from “Promoter Group” category to “Public” category.
To consider and if thought fit, to pass with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to provisions of Regulation 31A(2) read with Regulations 31A(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations’) including any amendments made thereto or any other applicable provisions of Listing Regulations and other applicable laws, consent of the members of the company be and is hereby given to reclassify Mr. _______ (Applicant) holding ______ Equity shares of the company constituting _______% of the issued and paid up share capital of the company from promoter category to “Public category since the applicant is neither involved in the Management nor hold any controlling stake in the company and also not entered into any Shareholders Agreement with the company nor has he got any Veto rights or special information Rights or Special Rights as to voting power or control of the company.
“RESOLVED FURTHER THAT it is hereby confirmed
- That the Applicant does not hold individually, more than 10% of the paid up equity capital of the company.
- That the applicant does not have any special Rights through formal or informal arrangement/agreements.
- That the applicant does not and shall not act as Key Management Personnel for a period of more than 3 years from the date of shareholders’ approval.
- That the applicant does not directly or indirectly, exercise Control over the affairs of the company.
“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board or the offers authorized by the Board in this regard be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the company.
Explanatory Statement
The company has received a letter dated __________ from ________ falling under the category of promoters / promoter group of the company, requesting to reclassify him as a public shareholder.
The applicant holds _______ equity shares of the company constituting ________% of the issued and paid-up share capital of the company. He does not exercise any control over the company. He is in no way connected with the management of the affairs of the company. He neither has representation on the Board of Directors of the company, nor holds any key managerial personnel position in the company. The company has also not entered into any shareholders’ agreement with him. Further he does not have any special rights as to voting power or control of the company, nor any special information rights.
Based on the letter received from the applicant, the matter was discussed by the Board of Directors of the company at their meeting held on ________ and Board decided to get the applicant reclassified from the category' promoter' to 'public' with the approval of the stock exchange.
A reclassification may also be permitted by the stock exchange under main listing regulation NO.31A (2) itself read with the additional conditions specified under regulation 31A (7) of the listing regulations.
The sum total of conditions under the two sub regulations are as follows:
1. A request for reclassification is to be made by the concerned listed entity or by the concerned shareholder to stock exchanges.
2. All relevant evidence to be provided.
3. Reclassified promoter shall not directly or indirectly exercise control over the affairs of the entity.
4. Increase in the level of public shareholding pursuant to reclassification of promoter shall not be considered towards achieving compliance with minimum public shareholding requirement under rules 19A of the securities contract (Regulations) rules 1957.
5. The event of reclassification shall be disclosed to the stock exchanges as a material event in accordance with the provisions of the listing regulations.
All the conditions specified-under regulation 31A (2) and 31A (7) of listing regulation have been duly complied with by the company.
No director, key managerial personnel or their relatives are in any way concerned or interested in the resolution No _______ other than _________ the applicant, __________- and __________ applicant's relatives.
The Board recommends the resolution set forth in the notice for approval by the shareholders.