TaxTMI 
TaxTMI 
Conditions for re-classification of any person as promoter / public
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.... (i) the promoter(s) seeking reclassification shall make a request for reclassification to the listed entity along with a rationale for the request and a description as to how the conditions specified in clause (b) of this sub-regulation (3) are satisfied; (ii) the board of directors of the listed entity shall analyze such request which is compliant with the conditions specified in clause (b) of sub-regulation (3) and provide their views in the immediate next board meeting or within two months from the date of receipt of the request from its promoter(s), whichever is earlier; (iii) the listed entity shall submit an application seeking no-objection of the recognized stock exchange for such reclassification request along with the views of the board of directors within five days of consideration of the request by the board of directors; (iv) the recognized stock exchange shall decide on such application(s) within a period of thirty days, excluding the time taken, if any, by the listed entity to respond to queries of stock exchanges, from the date of receipt of the application: Provided further that in case of entities that are listed on more than ....
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....ment for minimum public shareholding as required under regulation 38 of these regulations; (ii) not have trading in its shares suspended by the stock exchanges; (iii) not have any outstanding dues to the Board, the stock exchanges or the depositories. (4) The promoter(s) seeking re-classification, subsequent to re-classification as public, shall comply with the following conditions: (a) he ^3[/she] shall continue to comply with conditions mentioned at sub-clauses (i), (ii) and (iii) of clause (b) of sub-regulation 3 as specified above at all times from the date of such re-classification failing which, he ^3[/she] shall automatically be reclassified as promoter/ persons belonging to promoter group, as applicable; (b) he ^4[/she] shall comply with conditions mentioned at sub-clauses (iv) and (v) of clause (b) of sub-regulation 3 for a period of not less than three years from the date of such re-classification failing which, he ^4[/she] shall automatically be reclassified as promoter/ persons belonging to promoter group, as applicable. (5) If any public shareholder seeks to re-classify itself as promoter, it shall ^11[****] make an open offer ....
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....o the condition that - (a) such promoter(s) shall not remain in control of the listed entity; (b) disclosure of the resolution plan or order of the Regulator within twenty-four hours along with an intimation that such promoter(s) would cease to be part of the promoter /promoter group of the listed entity.]] ^6[(10) In case of reclassification pursuant to an open offer or a scheme of arrangement, the provisions of clause (a) of sub-regulation (3) and ^18[****] sub-regulation (8) of this regulation shall not apply if the intent of the erstwhile promoter(s) to reclassify has been disclosed in the letter of offer or scheme of arrangement ^19[and subject to-] ^20[(i) compliance with clauses (b) and (c) of sub-regulation (3) of this regulation, and (ii) disclosure of reclassification within twenty-four hours of completion of open offer or scheme of arrangement:] Provided that the provisions of clause (c)(i) of sub-regulation (3) of this regulation shall not apply in case of reclassification pursuant to an open offer.] ^21[Explanation I: For the purpose of this sub-regulation, completion of open offer shall mean: (i) the date of actual....
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....as key managerial person for a period of more than three years from the date of shareholders' approval: Provided that the resolution of the said shareholders' meeting must specifically grant approval for such promoter to act as key managerial person. (6) Where an entity becomes professionally managed and does not have any identifiable promoter the existing promoters may be re-classified as public shareholders subject to approval of the shareholders in a general meeting. Explanation.- For the purposes of this sub-regulation an entity may be considered as professionally managed, if- (i) No person or group along with persons acting in concert taken together shall hold more than one per cent paid-up equity capital of the entity including any holding of convertibles/outstanding warrants/ Depository Receipts: Provided that any mutual fund, bank, insurance company, financial institution, foreign portfolio investor may individually hold up to ten per cent paid-up equity capital of the entity including any holding of convertibles/outstanding warrants/Depository Receipts. (ii) The promoters seeking reclassification and their relatives may act as key managerial personnel....
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....e stock exchanges only upon satisfaction of the following conditions: (a) an application for re-classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting: (i) the promoter(s) seeking re-classification shall make a request for re-classification to the listed entity which shall include rationale for seeking such re-classification and how the conditions specified in clause (b) below are satisfied; (ii) the board of directors of the listed entity shall analyze the request and place the same before the shareholders in a general meeting for approval along with the views of the board of directors on the request: Provided that there shall be a time gap of at least three months but not exceeding six months between the date of board meeting and the shareholder's meeting considering the request of the promoter(s) seeking re-classification. (iii) the request of the promoter(s) seeking re-classification shall be approved in the general meeting by an ordinary resolution in which the promoter(s) seeking re-classification and persons relat....
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....nd a description as to how the conditions specified in clause (b) of sub-regulation (3) of this regulation are satisfied; (ii) the board of directors of the listed entity has analyzed such request in the immediately next board meeting or within three months from the date of receipt of the request from its promoter(s), whichever is earlier and has placed the same before the shareholders in a general meeting for approval along with the views of the board of directors on the request: Provided that there shall be a time gap of at least one month but not exceeding three months between the dates of the board meeting and the shareholders' meeting considering the request of the promoter(s) seeking reclassification. (iii) the request of the promoter(s) seeking reclassification has been approved in the general meeting by an ordinary resolution in which the promoter(s) seeking reclassification and the persons related to him/her/it have not voted to approve such reclassification request: Provided that the provisions of this sub-clause shall not apply in cases: (a) where the promoter(s) seeking reclassification and persons related to the promoter(s) ....