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Promoters’ disclosures

Promoters’ Disclosures


Disclosures proposed to be made part of continuous disclosures


Description of Disclosure

Relevant Provisions

Frequency (All references to

quarterly frequency relate to a calendar quarter)

Capital Structure (Annexure – 1)

·     Disclosure of Shareholding Pattern

-   Promoters and promoter group (Indian promoter and foreign promoter) % holding and number of shares held

-   Persons other than promoters

-   Statement of locked in shares


·     Disclosure on changes in shareholding of Promoters / Person Acting in Concert

-   Intimation to Stock Exchanges on acquisition of shares as per the limits prescribed



·          History of capital build up of the Company and the Promoters





under Clause 35 of the listing

agreement and DIP Guidelines







SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 1997 and

SEBI (Prohibition of Insider Trading) Regulation



DIP Guidelines







Quarterly (For financial information disclosure it should be financial quarter and for other disclosures, it should be by calendar year)








Event Based





On introduction of this requirement


Threshold limit for listing

Clause 40A of listing agreement

a)       Maintain continuous public shareholding of atleast 25% of total number of issued shares

b)       Maintain atleast 10% public shareholding if shares offered to public in past or shares offered in terms of rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957

c)       Where number of outstanding listed shares are two crore or more and market capitalization is Rs.1000 crore or more than it has to maintain public shareholding of atleast 10% in public issue




DIP Guidelines

·    To be included in shareholding pattern section





Quarterly while updating the Shareholding Pattern



Promoters and Promoter group




·     For Individuals:

Complete profile with name, age, educational background, experience in employment/business, experience in proposed business mentioned in offer document, photograph, voter ID, driving license, awards, recognitions

For Companies –

Tree of shareholding to be given with names of immediate shareholding companies & ultimate shareholder with their beneficial holding

a)       History, brief profile, details of promoters for such companies, change in management

b)      Any Common pursuit between promoter and the company

c)       Nature and extent of interest in promotion of the company

d)       Reason for disassociation by promoter in group companies in past 3 years, if any


Promoter group:-

List of names of the Promoter group (with description of nature of their business)


Details of Promoters who are directors are normally captured in the Annual Report / Website (not mandatory)


Details of Promoters being companies are disclosed normally on the website through a link to the group website (not mandatory)



DIP guidelines








DIP guidelines











DIP guidelines











On introduction of the provision and Event Based thereafter


Group Companies

·     Selection criteria of Companies for Disclosures as per Malegam Committee recommendations

·     > 5 Listed Companies in the Group - Top 5 Listed Companies of the group by market capitalization

·     < 5 Listed Companies in the Group – Total 5 Entities, including all the listed companies and remaining largest unlisted company(s) by revenue 

·     Listed Companies – Clickable link to be established directing the user to the relevant page of the listed entity displaying the details

·     Unlisted Companies – Information to be provided restricting to Balance Sheet items only

Nature of disclosure

a)       Following information for last 3 years – date of incorporation, nature of activities, equity capital, reserves, NAV

b)       Whether company is sick company under SICA?

c)       List of companies and reason for disassociation by promoter in group companies in past 3 years, if any

·     Common pursuits

Common pursuit, conflict of interest and reason for same between group companies and company


















DIP guidelines


For the purpose of continuous disclosures, only the names of the group companies need to be given. No other data for the group companies need be given.





















Annual and Event Based


Litigation of Issuer / Promoter / Promoter Group / Directors of Company

Company to inform the Exchange of the developments with respect to any dispute in conciliation proceedings, litigation, assessment, adjudication or arbitration to which it is a party or the outcome of which can reasonably be expected to have a material impact on its present or future operations or its profitability or financials.




Clause 36 (5) of the listing agreement


Also required under DIP Guidelines






Event Based


HTML Link to be established with Litigation section

Click on “Litigation” section will take user to the relevant page


Related Party Transactions

DIP Guidelines



Existing disclosures in the Annual Report should form part of continuing disclosures