Rule 19A - Continuous Listing Requirement - Securities Contracts (Regulation) Rules, 1957

1 [Continuous Listing Requirement. 19A. (1) Every listed company 2a [ **** ] shall maintain public shareholding of at least twenty five per cent.: 9 [ Provided that every listed public sector company which has public shareholding below twenty-five per cent. on the commencement of the Securities Contracts (Regulation)(Second Amendment) Rules, 2018, shall increase its public shareholding to at least twenty five-per cent, within a period of 11 [ three years ] from the date of such commencement, in the manner specified by the Securities and Exchange Board of India. ] Explanation: For the purposes of this sub-rule, a company whose securities has been listed pursuant to an offer and allotment made to public in terms of 5 [***] clause (b) of sub-rule (2) of rule 19, shall maintain minimum twenty five per cent, public shareholding from the date on which the public shareholding in the company reaches the level of twenty five percent in terms of said sub-clause.] (2) Where the public shareholding in a listed company falls below twenty five per cent. at any time, such company shall bring the public shareholding to twenty five per cent. within a maximum period of twelve months from the date of such fall in the manner specified by the Securities and Exchange Board of India.] 10 [ Provided that every listed public sector company whose public shareholding falls below twenty-five per cent. at any time after the commencement of the Securities Contracts (Regulation) (Second Amendment) Rules, 2018, shall increase its public shareholding to at least twenty five per-cent, within a period of two years from such fall, in the manner specified by the Securities and Exchange Board of India. ] (3) 6 [***] 7 [(4) Where the public shareholding in a listed company falls below twenty-five per cent. in consequence to the Securities Contracts (Regulation) (Amendment) Rules, 2015, such company shall increase its public shareholding to at least twenty-five per cent. in the manner specified by the Securities and Exchange Board of India within a period of three years, as the case may be, from the date of notification of: (a) the Depository Receipts Scheme, 2014 in cases where the public shareholding falls below twenty five per cent. as a result of such scheme; (b) the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in cases where the public shareholding falls below twenty-five per cent., as a result of such regulations.] 8 [ (5) Where the public shareholding in a listed company falls below twenty-five per cent, as a result of implementation of the resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), such company shall bring the public shareholding to twenty-five per cent within a maximum period of three years from the date of such fall, in the manner specified by the Securities and Exchange Board of India: Provided that, if the public shareholding falls below ten per cent, the same shall be increased to at least ten per cent, within a maximum period of 12 [ twelve ] months from the date of such fall, in the manner specified by the Securities and Exchange Board of India. ] 13 [ Provided further that, every listed company shall maintain public shareholding of at least five per cent. as a result of implementation of the resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016. ] 15 [ (6) Notwithstanding anything contained in sub- rules (1) to (5), the Central Government may, in public interest, exempt any listed entity in which the Central Government or State Government or public sector company, either individually or in any combination with other, hold directly or indirectly, majority of the shares or voting rights or control of such listed entity, from any or all of the provisions of this rule. Explanation. - For the purposes of this rule, the exemption shall continue to be valid for the period specified therein, irrespective of any change in control of such listed entity subsequent to issuance of such exemption. ] 16 [ Explanation . For the purposes of this rule, the provisions of sub-rules (1) to (5) shall apply to, or in relation to, a company listed on a recognised stock exchange in an International Financial Service Centre, subject to the modification that references to twenty-five per cent. in those sub-rules shall be construed as references to ten per cent. and the first proviso to sub-rule (5) shall not apply to such company. ] *************** NOTES:- 1 Inserted by the Securities Contracts (Regulations) (Amendment) Rules, 2010, w.e.f. 04.06.2010 2 Inserted by the Securities Contracts (Regulations) (Second Amendment) Rules, 2010, w.e.f. 09.08.2010. 2a Omitted vide Notification No. G.S.R. 611(E) dated 22-08-2014 before it was read as, 2 [other than public sector company] 3 Substituted, ibid. Prior to substitution, provisos, read as under: Provided that any listed company which has public shareholding below twenty five per cent on the commencement of the Securities Contracts (Regulation) (Amendment) Rules, 2010, shall bring the public shareholding to the level of atleast twenty five per cent by increasing its public shareholding to the extent of at least five per cent per annum beginning from the date of such commencement, in the manner specified by the Securities and Exchange Board of India: Provided further that the company may increase its public shareholding by less than five per cent in a year if such increase brings its public shareholding to the level of twenty five per cent in that year. 4 Substituted for the word three by the Securities Contracts (Regulation) (Third Amendment) Rules, 2017, w.e.f. 3.07.2017. 5 Words sub-clause (ii) of omitted by the Securities Contracts (Regulation) Third Amendment Rules, 2014, w.e.f. 19-11-2014. 6 Sub-rule (3) omitted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2014, w.e.f. 22-8-2014. Prior to its omission, said sub-rule, as inserted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2010, w.e.f. 9-8-2010, read as under : (3) Notwithstanding anything contained in this rule, every listed public sector company shall maintain public shareholding of at least ten per cent : 7 Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2015, w.e.f. 25.02.2015. 8. Inserted vide NOTIFICATION NO. G.S.R. 675(E) dated 24-07-2018 9. Substituted vide NOTIFICATION NO. G.S.R. 738(E) dated 03-08-2018 before it was read as 3 [Provided that any listed company which has public shareholding below twenty five per cent, on the commencement of the Securities Contracts (Regulation) (Amendment) Rules, 2014, shall increase its public shareholding to at least twenty five per cent, within a period of three years from the date of such commencement, in the manner specified by the Securities and Exchange Board of India. 10. Inserted vide NOTIFICATION NO. G.S.R. 738(E) dated 03-08-2018 11. Substituted vide NOTIFICATION NO. G.S.R. 485(E) dated 31-07-2020 before it was read as two years 12. Substituted vide NOTIFICATION NO. G.S.R. 485(E) dated 31-07-2020 before it was read as eighteen 13. Inserted vide NOTIFICATION NO. G.S.R. 423(E) dated 18-06-2021 14. Inserted vide NOTIFICATION NO. G.S.R. 520(E) dated 30-07-2021 15. Substituted vide Notification No. G.S.R. 03(E) dated 02-01-2023 before it was read as, 14 [ (6) Notwithstanding anything contained in sub-rules (1) to (5), the Central Government may, in the public interest, exempt any listed public sector company from any or all of the provisions of this rule. ] 16. Inserted vide Notification No. G.S.R. 518(E) dated 28-08-2024