SEBI proposes new norms for listed companies divesting stake in units

In order to strengthen corporate governance and curb misdoings at the management level, the Securities and Exchange Board of India (SEBI) proposed new norms that will make mandatory for listed companies to seek approval of shareholders to divest shares in subsidiaries that bring in more than one-fifth of annual consolidated income. At present, divestment in major subsidiaries does not require the approval of shareholders. The market regulator is of the view that company’s special resolution should be moved to get shareholders' nod and its new set of corporate governance norms for listed companies would come into effect from October. SEBI has proposed that all listed companies should have a policy to determine material subsidiaries and they should be disclosed to the stock exchanges. The market regulator would also proposed that a subsidiary shall be considered ‘material’ if the investment of the company in the unit exceeds 20 percent of its consolidated net worth as per the audited balance sheet of the previous financial year. Furthermore, the classification would also be applicable if the subsidiary generated 20 percent of the consolidated income of the company during the previous financial year. SEBI also sought suggestions on the matter from various stakeholders and market advisory committees. SEBI was suggested that major subsidiaries should be defined and should include Indian, foreign and step-down units. Besides, it was also suggested that certain minimum amount of information about proposed disinvestment in subsidiaries such as financial details for the past three years should be disclosed in the notice for the meeting to seek shareholder approval for the resolution.