

FRAMEWORK FOR ISSUANCE OF DIFFERENTIAL VOTING RIGHTS (DVR) SHARES
SEBI has held a Board Meeting on 27th June 2019 and discuss on following- I. Framework for Issuance of Differential Voting Rights (DVR) Shares II. Amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – payment relating to royalty and brand usage III. Disclosure of Encumbrances IV. Review of Risk Management Framework of Liquid Funds, Investment Norms and Valuation of Money Market and Debt Securities by Mutual Fund V. Amendments to SEBI (PIT) Regulations and VI. SEBI Annual Report: 2018-19.
Securities and Exchange Board of India PR No. 16/2019 SEBI Board Meeting
The SEBI Board met in Mumbai today and took the following decisions:
I. Framework for Issuance of Differential Voting Rights (DVR) Shares
There is an increasing debate about the need to enable issuance and listing of shares with differential voting rights, commonly known as DVRs in India. Such shares have rights disproportionate to their economic ownership.
The Board approved a framework for issuance of differential voting rights shares along with amendments to the relevant SEBI Regulations to give effect to the framework.
The key proposals approved are as follows:
i) The issuer company is a tech company (as per the definition in Innovators Growth Platform) i.e. intensive in the use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology to provide products, services or business platforms with substantial value addition.
ii) The SR shareholder should be a part of the promoter group whose collective net worth does not exceed Rs 500 Crores. While determining the collective net worth, the investment of SR shareholders in the shares of the issuer company shall not be considered.
iii) The SR shares have been issued only to the promoters/ founders who hold an executive position in the company.
iv) The issue of these SR shares has been authorized by a special resolution passed at a general meeting of the shareholders.
v) SR shares have been held for a period of at least 6 months prior to the filing of Red Herring Prospectus (RHP).
vi) SR shares have voting rights in the ratio of minimum 2:1 to maximum 10:1 compared to ordinary shares.
i) Atleast 1/2 of the Board and 2/3rd of the Committees (excluding Audit Committee) as prescribed under SEBI (LODR) Regulations, 2015 shall comprise of Independent Directors.
ii) Audit Committee shall comprise of only Independent Directors.
i) Appointment or removal of independent directors and/or auditor;
ii) In case where promoter is willingly transferring control to another entity
iii) Related Party Transactions in terms of SEBI(LODR) Regulations involving SR shareholder
iv) Voluntary winding up of the company;
v) Changes in the company’s Article of Association or Memorandum – except any changes affecting the SR instrument
vi) Initiation of a voluntary resolution plan under IBC;
vii) Utilization of funds for purposes other than business
viii)Substantial value transaction based on materiality threshold as prescribed under LODR;
ix) passing of special resolution in respect of delisting or buy-back of shares; and
x) Any other provisions notified by SEBI in this regard from time to time.
i) Time Based: The SR shares shall be converted to Ordinary Shares on the 5th anniversary of listing. The validity can be extended once by 5 years through a resolution. SR shareholder would not be permitted to vote on such resolutions.
ii) Event Based: SR shares shall compulsorily get converted into ordinary shares on occurrence of certain events such as demise, resignation of SR shareholders, merger or acquisition where the control would be no longer with SR shareholder, etc.
The Board, while approving the amendments, considered the recommendations of the Primary Market Advisory Committee (PMAC) and the public comments on the Consultation Paper.
II. Amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – payment relating to royalty and brand usage
III. Disclosure of Encumbrances
The Board has approved the following proposals:
i) any restriction on the free and marketable title to shares, by whatever name called, whether executed directly or indirectly;
ii) pledge, lien, negative lien, non-disposal undertaking;
iii) any covenant, transaction, condition or arrangement in the nature of encumbrance, by whatever name called, whether executed directly or indirectly.
The Board has taken the above measures in the context of recent concerns w.r.t. promoter/ companies raising funds from Mutual Funds/ NBFCs through structured obligations, pledge of shares, non-disposal undertakings, corporate/ promoter guarantees and various other complex structures.
IV. Review of Risk Management Framework of Liquid Funds, Investment Norms and Valuation of Money Market and Debt Securities by Mutual Fund
In light of a few credit events in the fixed income market that led to increase in liquidity risk of Mutual Funds, a need was felt to review the regulatory framework and take necessary steps to safeguard the interest of investors and maintain the orderliness and robustness of Mutual Funds.
In this context, SEBI had constituted working groups representing AMCs, industry and academia to review the risk management framework with respect to liquid schemes and to review the existing practices on valuation of money market and debt securities. Further, an internal working group within SEBI was constituted to inter-alia review norms for Mutual Funds for investment in various debt and money market securities.
The analysis along with recommendations of the working groups were placed in a meeting of Mutual Fund Advisory Committee (MFAC). In this regard, MFAC made several recommendations.
The Board after deliberations, inter-alia, approved the following proposals:
Risk Management Framework of Liquid Funds and prudential norms governing investments in debt and money market instruments
Valuation of Money Market and Debt Securities by Mutual Funds
Suitable grandfathering wherever applicable and adequate time period shall be provided for implementation of the above proposals.
V. Amendments to SEBI (PIT) Regulations
The Board considered representations received from the market on certain aspects relating to Code of Conduct prescribed in the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).
Upon consideration, the Board approved amendments clarifying that trading window closure for listed companies shall be applicable from end of every quarter till 48 hours after declaration of financial results. The amendments clarify that such closure shall not be applicable in respect of transactions such as off-market inter-se transfer between insiders, transaction through block deal window mechanism between insiders, transaction due to statutory or regulatory obligations, exercising of stock options, pledging of shares for bona fide transaction such as raising of funds and transactions for acquiring shares under further public issue, right issue and preferential issue, exercising conversion of warrants / debentures, tendering shares under buy-back, open offer and delisting etc. under respective regulations, subject to conditions specified. The Board also approved amendments clarifying material financial relationships.
VI. SEBI Annual Report: 2018-19
The Board considered and approved the SEBI Annual Report: 2018-19. In compliance with Section 18(2) of SEBI Act, 1992, the Annual Report would be submitted to the Central Government.