SEBI issues circular on automation of disclosure requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

SEBI has issued a circular on Automation of disclosure requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in order to streamline the capture and dissemination of the information related to “encumbrances” and thus bring in more transparency, in consultation with the stock exchanges and depositories. The provisions of this circular shall come into effect from July 01, 2022.
Key Points:
  • A ll types of encumbrances as defined under Regulation 28 (3) of Takeover Regulations shall necessarily be recorded in the depository system.
  • The depositories shall capture details of the ultimate lender along with name of the trustee acting on behalf of such ultimate lender such as banks, NBFCs, etc. In case of issuance of debentures, name of the debenture issuer shall be captured in the depository system.
  • The depositories shall now capture the reasons for encumbrances in the depository system
The depositories shall also devise an appropriate mechanism to record all types of outstanding encumbrances in the depository system by June 30, 2022 Coordination among Market Infrastructure Institutions
For the purpose of dissemination of this information:
  • The depositories shall provide information to the stock exchanges for the transactions recorded in the depository system.
  • The stock exchanges shall consolidate the information received from both the depositories and disseminate the same on their website as per the formats specified by SEBI.
  • The stock exchanges shall also devise an appropriate mechanism for dissemination of disclosures under SDD in a simple readable pdf format.
Reconciliation of data shall be conducted by listed companies, stock exchanges and depositories at least once in a quarter or immediately whenever any discrepancy is noticed.

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