Minimum 25% public holding rule for listed companies next month

THE finance ministry is likely to prescribe next month the minimum 25% public holding for listed companies. Official sources told PTI that a notification to this effect is likely to be issued next month by the ministry. While all future public issues will have to abide by 25% criteria, the existing listed companies may be asked to follow the rules in stages. However, big public issues may be exempted from the minimum 25% public holding criteria as the market may not have appetite for such big issues, official sources said, but refused to divulge what would constitute the big public issues.

There will not be any distinction between private and public sector companies or between sectors for following the minimum public holding criteria, the sources said.

The finance ministry had came out with a draft proposal in 2008 in this regard, while finance minister Pranab Mukherjee, in his Budget speech last year, said that equity holding of non-promoter or public shareholders in all listed entities, whether from public or private sector, needs to be raised.

There are a number of public sector companies in which public holding is below 25%, while in some cases the public holding is only in single digit. For example, non-government holding in MMTC is less than one per cent.

The existing rules, which are in place since 2006, also mandate a minimum 25% public shareholding for the listed companies, but there exist many exemptions. Till 1993, regulations required a minimum 60% public holding, but there were relaxations.

In 1993, the threshold was lowered to 25% and further cut to 10% in 2001, before being raised to 25% in 2006. But all along, there have been flexibilities in the regulations allowing companies to have promoter holding of up to 90% in most cases.

Roadmap for Convergence to IFRS by MCA

The Core Group, constituted by the Ministry of Corporate Affairs for convergence of Indian Accounting Standards with International Financial Reporting Standards (IFRS) from April, 2011, that held its meeting on 11th January 2010 agreed that in view of the roadmap for achieving convergence, there will be two separate sets of Accounting Standards u/s Section 211(3C) of the Companies Act, 1956.

First set would comprise of the Indian Accounting Standards which are converged with the IFRSs which shall be applicable to the specified class of companies. The second set would comprise of the existing Indian Accounting Standards and would be applicable to other companies, including Small and Medium Companies (SMCs).

The first set of Accounting Standards (i.e. converged accounting standards) will be applied to specified class of companies in phases:

(a) Phase-I:- The following categories of companies will convert their opening balance sheets as at 1st April, 2011, if the financial year commences on or after 1st April, 2011 in compliance with the notified accounting standards which are convergent with IFRS. These companies are:-
a. Companies which are part of NSE – Nifty 50
b. Companies which are part of BSE - Sensex 30
c. Companies whose shares or other securities are listed on stock exchanges outside India
d. Companies, whether listed or not, which have a net worth in excess of Rs.1,000 crores.
(b) Phase-II :- The companies, whether listed or not, having a net worth exceeding Rs. 500 crores but not exceeding Rs. 1,000 crores will convert their opening balance sheet as at 1st April, 2013, if the financial year commences on or after 1st April, 2013 in compliance with the notified accounting standards which are convergent with IFRS.

(c) Phase-III :- Listed companies which have a net worth of Rs. 500 crores or less will convert their opening balance sheet as at 1st April, 2014, if the financial year commences on or after 1st April, 2014, whichever is later, in compliance with the notified accounting standards which are convergent with IFRS.

When the accounting year ends on a date other than 31st March, the conversion of the opening Balance Sheet will be made in relation to the first Balance Sheet which is made on a date after 31st March.

Companies which fall in the following categories will not be required to follow the notified accounting standards which are converged with the IFRS (though they may voluntarily opt to do so) but need to follow only the notified accounting standards which are not converged with the IFRS. These companies are: -

(a) Non-listed companies which have a net worth of Rs. 500 crores or less and whose shares or other securities are not listed on Stock Exchanges outside India.
(b) Small and Medium Companies (SMCs).

Separate roadmap for banking and insurance companies will be submitted by the Sub-Group I in consultation with the concerned regulators by 28th February, 2010.

The draft of the Companies (Amendment) Bill, proposing for changes to the Companies Act, 1956 will be prepared by February, 2010 incorporating the recommendation of Sub-Group 1 Report.

Revised Schedule VI to the Companies Act, 1956 according to the converged Accounting Standards has been submitted by the ICAI to NACAS which, after review, will submit to the Ministry by 31st January, 2010. Amendments to Schedule XIV will also be made in a time bound manner.

In respect of the converged Accounting Standards, the Chairman of the Accounting Standards Board of ICAI will submit the converged version of Accounting Standards to NACAS from time to time for recommendations and onward submission to Ministry. However, convergence of all the accounting standards will be completed by ICAI by 31st March, 2010and NACAS will submit its recommendations to the Ministry by 30th April 2010