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TMI BlogMonitoring Shareholding of Market Infrastructure Institutions (MIIs)X X X X Extracts X X X X X X X X Extracts X X X X ..... s on monitoring of ownership and other provisions of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 and SEBI (Depositories and Participants) Regulations, 2012 for listed stock exchanges and listed depositories. 3. In order to ensure ease of compliance and effective monitoring of the provisions related to minimum public shareholding, other shareholding limits and fit proper criteria under SECC Regulations, 2018 and SEBI (Depositories and Participants) Regulations, 2018 (D P Regulations, 2018) by Stock Exchanges, Clearing Corporations and Depositories (collectively referred as Market Infrastructure Institutions (MIIs)), based on the recommendations of Secondary Markets Advisory Committee of SEBI and subsequent deliberations, it has been decided that 3.1. The framework for monitoring and ensuring compliance with shareholding norms currently applicable to listed Stock Exchanges and listed Depositories shall be applicable to all MIIs (i.e. both listed and unlisted); and 3.2. All MIIs shall disclose their shareholding pattern as per the requirements and formats specified for listed companies under SEBI (Listing Obligations and Disclosu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on between the depositories for sharing of information regarding the shareholding of the stock exchange and ensure that the shareholding of Trading Members (TMs), their associates and agents does not exceed 49% of the paid-up equity share capital of the stock exchange. 4.6.1.2. Monitor the aggregate shareholding limit of the TMs, their associates and agents based on their demat balance, on a daily basis, at the end of the day. At the time of appointments of DD, all stock exchanges shall share the list of TMs, their associates and agents including their PANs, contact details, e-mail IDs with the DD and subsequent changes there off shall also be informed to the DD to facilitate monitoring of demat balances. Stock exchanges shall give suitable instructions to their members to provide the details of their associates agents and subsequent changes, if any. 4.6.1.3. Generate aggregate shareholding reports of TMs, their associates and agents on daily basis. The report shall be shared with the stock exchange, its Registrar Transfer Agent (RTA), the stock exchange where it is listed (in case of listed stock exchange) and other depository. Post receipt of such report from DD, the stock exchan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th persons acting in concert, acquire or hold more than 15% of the paid-up equity share capital in more than one CC and take consequential actions as mentioned at paragraph 4.9 of this circular in case of any breach. However, the provision at paragraph 4.7.1 would not be applicable to AMC Repo Clearing Limited (ARCL). 4.8. Fit and Proper 4.8.1. All the shareholders should be fit and proper persons at all times. For shareholding of a person who directly or indirectly, acquires or holds two percent or more equity shares or voting rights of any recognized stock exchange or depository, the MII shall ensure that such shareholders are fit and proper at all times. 4.8.2. The MIIs shall notify on its website and undertake all measures to make investors aware of the requirement of eligibility for acquiring or holding its shares and fit and proper criteria for being its shareholders as per Regulation 19 and 20 of SECC Regulations, 2018 and Regulations 22 and 23 of D P Regulations, 2018 , as applicable. 4.8.3. In the pre-listing scenario, the exchange and depository coming out with a public offering shall include a declaration in the application form stating that the applicant is fit and prop ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ory requirement to their Investor Protection Fund (IPF) (for stock exchanges and depositories) and Settlement Guarantee Fund (SGF) (for CCs). 4.9.2. The divestment of any excess shareholding in a listed MII beyond the specified limit would be through a special window provided by the stock exchange where the shares of MII are listed. However, any excess shareholding in an unlisted MII shall be divested as per the directions given by SEBI on case to case basis. 5. The stock exchange or depository submitting application for listing of its securities to SEBI shall ensure strict compliance with Chapter VII of SECC Regulations, 2018 and Chapter VIII of D P Regulations, 2018 respectively. 6. Applicability: 6.1. The provisions of this circular shall come into effect from 90 th day from the date of issuance of the circular . 6.2. Paragraph 2.4 of Chapter 6 of the SEBI Master Circular No. SEBI/HO/MRD2/PoD-2/CIR/P/2023/171 dated October 16, 2023 for Stock Exchanges and Clearing Corporations , paragraph 4.76 of Section 4 of SEBI Master Circular No. SEBI/HO/MRD/MRD-PoD-2/P/CIR/2023/166 dated October 06, 2023 for Depositories and paragraph 15.1.1 (IV) (V) of Chapter 15 of SEBI Master Circular No ..... X X X X Extracts X X X X X X X X Extracts X X X X
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