Vide notification issued by SEBI dated 02nd January, 2017, a new chapter on “Eligible Fund Managers” and new schedule in relation to “Declarations for Eligible Fund Managers” were inserted governing Portfolio Managers.
The provisions of the above mentioned new chapter shall apply to eligible fund managers exclusively, pertaining to their activities as portfolio managers to eligible investment funds.
Amendments are made to regulations 19E and 19F of SEBI (Alternative Investment Funds) Rules, 2016.
The title of Regulation 26 shall be substituted by the following- "Obligations with respect to employees including senior management, key managerial persons, directors and promoters”
Regulation 26(6) shall be inserted as follows:
“(6) No employee including key managerial personnel or director or promoter of a listed entity shall enter into any agreement for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such listed entity, unless prior approval for the same has been obtained from the Board of Directors as well as public shareholders by way of an ordinary resolution:
Provided that such agreement, if any, whether subsisting or expired, entered during the preceding three years from the date of coming into force of this sub-regulation, shall be disclosed to the stock exchanges for public dissemination:
Provided further that subsisting agreement, if any, as on the date of coming into force of this sub-regulation shall be placed for approval before the Board of Directors in the forthcoming Board meeting:
Provided further that if the Board of Directors approve such agreement, the same shall be placed before the public shareholders for approval by way of an ordinary resolution in the forthcoming general meeting:
Provided further that all interested persons involved in the transaction covered under the agreement shall abstain from voting in the general meeting.
Explanation - For the purposes of this sub-regulation, ‘interested person’ shall mean any person holding voting rights in the listed entity and who is in any manner, whether directly or indirectly, interested in an agreement or proposed agreement, entered into or to be entered into by such a person or by any employee or key managerial personnel or director or promoter of such listed entity with any shareholder or any other third party with respect to compensation or profit sharing in connection with the securities of such listed entity.”
In terms of the Rule 14(1) and Rule 14(3) of Companies (Prospectus and Allotment of Securities Rules), 2014 and as a green initiative, it has been decided that with immediate effect, Forms PAS-4 and PAS-5 shall be filed with SEBI in soft copy in PDF Format only, in a compact disc.
January 16, 2017