2023年4月5日

新消息Portea醫療(健康——vista印度有限公司)已經重新分類其創始人之一Meena Ganesh和Ganesh Krishnan“促進者”,該公司披露在一份提交給印度證券交易委員會(Sebi)上個月。這是第一個實例的股市監管機構介入讓創始人被重新歸類為發起人,說,人們意識到發展。草案的紅鯡魚招股說明書提交2022年6月,Portea醫學說,它是一種“專業管理公司”,它“沒有可識別的啟動子”。Portea醫學的創始人持有該公司18.07%的股份。到目前為止,隻有創始人至少有25%的股份被歸類為發起人在印度證券交易委員會規定。但是現在,印度證券交易委員會已經開始問創始人誰至少有10%的股份是合法歸類為發起人。此舉不僅可以破壞一些新時代公司的上市計劃較低的創始人股份作為專業管理實體定位,但也導致限製他們的股份公司和更高的信息披露要求,專家和業內高管說。例如,他們說,在啟動子的標簽意味著這些創始人將拿出20%的股權的公司最低啟動子貢獻一個張貼公開問題鎖定後的18個月到三年公司的首次公開發行(IPO)。更高的信息披露要求發現你感興趣的故事,年輕的初創公司是由風險投資或私人股本經常看到創始人的股份持有大量稀釋——在某些情況下個位數。大多數科技創業的目標是列出自己在印度證券交易所都屬於這一類。 A promoter is required to make several disclosures during the IPO and after listing, under various Sebi norms, including issue of capital and disclosure requirements, besides being subject to substantial acquisitions of shares and takeover regulations, prohibition of insider trading regulations and listing obligations. Contravention of these regulations can bring penalties on the promoters. “Sebi has been issuing observations to such companies where the founders hold over 10% stake. Sebi is asking these companies to classify the founders as promoters. There is no blanket order as such that all promoters over 10% have to be classified as promoters. Sebi is looking at it on a case-by-case basis,” a capital markets lawyer said on the condition of anonymity. “No particular benefit is being achieved by introducing a promoter tag to a 10% shareholder, as legally such member still cannot independently control the issuer or instruct the board to take any decisions.” An investment banker said the promoter tag will cause complications for such companies since, in several cases, while the founder may have more than 10% shareholding, their shareholding may fall short of the minimum 20% contribution that a promoter has to offer for the post-listing lock-in. In such cases, investors will have to pitch in with their shares to fill the gap, he said. “Any such shares provided to meet the shortfall in promoter contribution will come under the post-IPO lock-in requirement, which could be 18 months to three years and many investors may not be comfortable in doing that. This will add more complications to the IPO process,” said the banker, who did not wish to be identified. In the case of Portea, Accel India and Ventureast are contributing part of their shares to meet the shortfall, documents filed with Sebi showed. An email sent to Sebi did not elicit a response till press time. Portea Medical declined to comment on ET’s queries. Legal experts said the Sebi move will improve corporate governance, although there are concerns that some founders will be hesitant to take on the promoter tag and this could lead to delay in IPO plans of such companies. “Sebi’s move aims to increase transparency and accountability in corporate governance. By classifying themselves as promoters, these founders would be subject to the same obligations and liabilities as traditional promoters, including disclosure requirements, insider trading restrictions and fiduciary responsibilities,” said Sumit Agrawal, founder, Regstreet Law Advisors. Agrawal, also a former Sebi officer, said, “The benefit of this promoter classification is that it would bring greater clarity and transparency to the ownership and control of such companies. This would help investors make more informed decisions and ensure that the interests of all stakeholders are protected. However, some founders may be hesitant to take on the promoter tag, given the additional obligations and associated liabilities that come with it.” He said it is possible that some companies may delay their IPO plans until they can find a way to comply with Sebi’s requirements without assuming the full responsibilities of a promoter.