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A circular was released by Securities and Exchange Board of India (SEBI) on Automation of Disclosure Requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as Takeover regulations). This circular has been released with a view to capture and disseminate information related to the ‘encumbrances’ and bring in more transparency, in consultation with the depositories and stock exchanges.
Table of Contents
The circular released by SEBI is applicable on the following entities:
The provisions relating to automation of disclosure requirements shall come into effect from 1st July, 2022.
SEBI had previously implemented the System Driven Disclosures (SDDs) in phases via circulars in the years of 2015, 2016, 2018 and 2020.
SEBI had also done away with the process of manual filing for most of the transactions by making amendments in the Takeover regulations via gazette notification dated 13th august, 2021. These amendments were supposed to come into effect from 1st April, 2022.
There is no requirement of manual filing for the transactions that are undertaken in the depository system under regulation number 29 and regulation 31 of the Takeover Regulations except for the following transactions where disclosure continues to be filed on a manual basis:
Manual filing is done by the promoters for filing disclosures on reasons for encumbered shares to the stock exchanges which has been specified by SEBI vide circulars released in august of 2015 and august of 2019.
According to a previous circular released by SEBI in July 2020, the depositories have already established systems to capture and record all types of encumbrances including non-disposal undertakings (NDUs) which have been specified under Regulation 28(3) of Takeover Regulations.
With the aim to streamline the capture and dispersing of information related to “encumbrances” and the thus bring in more transparency, in consultation with stock exchanges and depositories, it has been decided that:
An appropriate mechanism has to be devised by the depositories to record all types of outstanding encumbrances in depository system by June 30, 2022.
In order to disperse the information mentioned in the circular:
Advisory has been issued to the stock exchanges, depositories and Registrar and Share Transfer Agents to bring the particulars of this circular in the notice of the listed companies and their promoters and also to reflect this information on their respective websites.
All the stock exchanges and depositories have been advised to report the progress made by them in the given matter in the form of monthly development report till the amendments have been finally implemented.
The circular has been issued after exercising powers under section 11(1) of the Securities and Exchange Board of India Act, 1992[1]. The reason behind exercising of this power is to protect the interests of the investors in the securities market.
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