SEBI provides disclosure formats for pledged shares of Promoters

Further to my earlier post here, SEBI has issued today, 3rd February 2009, two circulars which essentially lay down formats for disclosures of pledged shares by Promoters and related matters. The first one gives the format for disclosures pursuant to newly introduced Regulation 8A of the Takeover Regulations and the second one provides for amendment to Clause 35/41 of the Listing Agreement for disclosures.

While I will put a post to cover in more detail the original amendment through insertion of Regulation 8A in the Takeover Regulation, read with these 2 circulars, it is worth considering some quick aspects of these new circulars.

Firstly, as rightly suggested by Mr. Yogesh Chande, a reader of this blog, by a comment to the earlier post, Clause 35 of the Listing Agreement has been amended to provide for disclosure of such pledged shares of Promoters in the right contextual format of shareholding pattern of that clause. The points of Ms. Renu Gupta, another avid and sharp reader have found clarification.

Secondly, the format requires disclosure not merely of pledged shares but even of those shares that are “otherwise encumbered”. What does “otherwise encumbered” mean? At least the clause does not define it. The format under Clause 41 also requires disclosure of shares “encumbered”.

Thirdly, one of the formats under Regulation 8A requires disclosure even of pledge “revoked”. Regulation 8A requires only disclosure of shares pledged and pledges invoked but not of pledges “revoked”. I had commented that this may be desirable and so this requirement, though a bit clumsy, is welcome.

Finally, there are thus now more occasions of reporting of pledged shares, apart from the periodic/adhoc disclosures under Regulation 8A. So, now no one can complain of inadequate disclosures – excess, maybe yes!

More in a later post.

– Jayant Thakur

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CA Jayant Thakur


  • Just to add further:

    1. Reporting under regulation 8A is not required if there is no pledge of shares. Even NIL reporting is not required.

    2. If there is no pledge of shares, it is advisable that disclosures under clause 35 and clause 41 of the listing agreement are disclosed as NIL.

    Kind regards,
    Yogesh Chande

  • I did not understand the concept of disclosure of “revoked pledge”.

    I understand that if the pledge is satisfied by the pledgot pledgee will release the pledged security and if the pledge is not satisfied by the pledgor, the pledgee will invoke the pledge. Please elucidate?

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