Sebi plans to overhaul ‘fit and proper’ norm

May put threshold for shareholders owning up to 2% in stock exchanges

The Securities and Exchange Board of India (Sebi) is likely to remove the ‘fit and proper’ requirement for shareholders owning up to two per cent in stock exchanges, said a source privy to the development.

The current rules don’t allow an entity to directly or indirectly own shares in an exchange, unless declared ‘fit and proper’. Sebi has listed different scenarios for monitoring and complying with the norm, based on shareholding thresholds of two per cent, five per cent and 15 per cent.

Now, if an entity wanted to acquire shares of up to two per cent, the stock exchange had to grant approval; the exchange was also required to monitor their fit criteria based on declarations made by the acquirer. The market regulator would soon bring an amendment in the stock exchanges and clearing corporations rules, currently under review for exchanges and other market infrastructure institutions.

In a representation to the Sebi, stock exchanges are learnt to have sought the relaxation as it is tough to manoeuvre around the clause which requires monitoring every shareholder. That too, when exchanges have now got (or are going to get) listed, said the source cited above.

Experts see it as a logical move since monitoring fit and proper compliance for retail and small investors become a difficult task for a listed company. “It is a logical move post listing of exchanges. Until now, acquiring shares in the exchanges used to happen through a closed channel, as they were not listed. However, once the exchanges are publicly listed, they will have thousands of small shareholders. Hence there is a need to have a threshold and shareholders with a stake below the threshold should be exempt from scrutiny,” said J N Gupta, co-founder and managing director, Stakeholders Empowerment Services.

Sebi rules say a fit and proper person is defined as someone with financial integrity, good reputation and who has not faced any criminal or winding-up regulatory orders.

In 2015, the regulator had diluted the provisions of fit and proper and laid the onus on the exchanges to examine the criteria for small shareholders. Then, if an entity acquired stake between two per cent and five per cent, the exchange would be required to seek Sebi’s approval after the stake had been acquired and monitoring of fit and proper criteria. For a stake above five per cent, Sebi would clear all the stakeholders and prior approval would be needed.

Besides, Sebi is also contemplating to further streamline the process for declaring an entity not fit and proper. Sources said the regulator may expand the definition, which would include entities convicted by courts for economic offences or those against which winding-up orders have been passed.