| | GUIDELINE NOTE FOR FILING FREE FLOAT SHAREHOLDING FORM Form A | Form B | Form C
Click here to download the forms General Directions- The shareholding pattern must cover 100% shareholding.
- The period for which the shareholding pattern has been submitted must be specified.
- Forfeited shares should not be included in the shareholding pattern. Forfeiture of shares leads to reduction of capital and as such the same should be excluded from the main format and can be given by way of a footnote.
- The form must not be handwritten.
- If a revised shareholding pattern is submitted for any quarter due to any error or otherwise, the same should be clearly mentioned.
- Data should not contain any calculation errors in sub- totals or in the grand total.
- For clarification on this matter please contact the following officials of the Exchange.
What is Controlling/ Strategic Holding and as such is not Free-float?
In essence, shares held by shareholders who 'control' the company or would exercise their voting rights in concert with the 'controlling' body (control as defined under SEBI's Takeover Regulations) or shares which are under a lock-in or would not be sold in the open market in a normal course are defined as 'Controlling/ Strategic Holdings'. In specific, these would include:- Holdings by founders/directors/ acquirers which has control element
- Holdings by persons/ bodies with "Controlling Interest"
- Government holding as promoter/acquirer
- Strategic stakes by private corporate bodies/ individuals
- Equity held by associate/group companies (cross-holdings)
- Equity held by Employee Welfare Trusts
- All locked-in shares
- Any shares which would not be sold in the open market in normal course.
The remaining shareholders would fall under the Free-float category.
Classify under correct category A shareholder should not be included under 2 categories. For example, if a Bank has promoted a company and presently has controlling interest in the company, it should appear under Banks/ Financial Institutions (IA6) and not under Indian Corporate Bodies/ Trusts/ Partnerships (IA2).
If there is any shareholder who has relationship with the holders of Controlling/ Strategic Interest, then its shareholding should not be put under Free-float, but be included in the Controlling/ Strategic Interest Section.
FORM A
SHAREHOLDING PATTERN SUMMARY
I. CONTROLLING/STRATEGIC HOLDINGS
A. BASED IN INDIA
- Indian Individuals/HUFs & Relatives
All Indian individuals/ HUFs and their relatives who promoted/ founded the company and/ or who acquired the company, and are presently in 'control' of the company. All Promoters Quota shares presently under lock-in should also be included. (The term 'Relatives' is defined as per the Companies Act.) - Indian Corporate Bodies/ Trusts/ Partnerships
All Indian corporate bodies/ trusts/ partnership or any other type of organizations which promoted/ founded the company and/ or who acquired the company, and are presently in 'control' of the company. All Promoters Quota shares presently under lock-in should also be included. - Persons Acting in Concert
All individuals/ organizations/ suppliers/ customers who are presently in concert with the "Controlling" body in acquiring shares of the company, and are likely to vote along with the "Controlling" body (To also include all PACs so named in an acquisition, if any, made under SEBI's Takeover Regulations who are likely to vote along with the "Controlling" body). - Other Directors & Relatives
Directors who are exercising 'control', and all of their relatives, except those covered under 1 to 3 above. Any director who will not vote in concert with the "controlling" entity should be excluded. (The term Relatives is defined as per the Companies Act.) - Employee Welfare Trusts/ESOPs (converted into shares but locked-in)
All holdings in the name of Employees Welfare Trusts as also shares allotted to employees under ESOP, which are presently under lock-in. - Banks/Financial Institutions
Banks (scheduled, co-operative, rural, private, foreign etc.) and financial institutions, with a controlling interest. - Central/ State Govt.
Direct shareholding of the Central Government or of any State Government, with a controlling interest. - Central/ State Govt. Institutions
Shareholding of any organization/ undertaking/ enterprise/ institution, which is controlled by the Central Government, or any State Government, with a controlling interest. - Venture Funds/ Private Equity Funds
Venture funds/ private equity funds, irrespective of registration with SEBI, with a controlling interest.
B. BASED OVERSEAS
- Foreign Individuals (including FDI)
All foreign individuals who hold shares with controlling interest, including FDIs. - Foreign Corporate Bodies (including FDI)
All foreign corporate bodies who hold shares with controlling interest, including FDIs. - Non-Resident Indians (Individuals)
All NRI (individuals) who hold shares with a controlling interest. - Non Resident Indian Corporate Bodies
All NRI-owned corporate bodies who hold shares with a controlling interest.
C. GDRs/ADRs/ ADSs
All underlying shares of GDRs/ ADRs/ ADSs or any other foreign depository receipt, with a controlling interest.
D. OTHERS
Any other category of shareholders, not listed above, with a controlling interest
E. ANY OTHER SHARES LOCKED-IN
All shares, which have a lock-in, should be covered in category A to D above. If such shares cannot be classified in any of the above category, then these should be listed here.
II. FREE FLOAT
A. BASED IN INDIA
- Indian Individuals/HUFs
Shares held by the Indian Individuals/ HUFs, without any controlling interest. - Indian Corporate Bodies/Trusts/Partnerships
Shares held by Indian corporate bodies/ trusts/ partnership or any other type of organisation, not in 'control of the Company' - Independent Directors & Relatives
Independent Directors and all of their relatives. - Present Employees
Shares allotted to present employees on a preferential allotment basis, not carrying any lock-in. - Banks/Financial Institutions
Shares held by banks (scheduled, co-operative, rural, private, foreign etc) and financial institution, as an investment. - Central/State Govt.
Shareholding of the Central Government or of any State Government, as an investment. - Central/ State Govt. Institutions
Shareholding of any organisation/ undertaking/ enterprise/ institution, which is controlled by the Central Government or any State Government, as an investment. - Insurance Companies
Shares held by IRDA-approved insurance companies, as an investment. - Mutual Funds
Shares held by SEBI-registered mutual funds, as an investment. - Venture Funds/ Private Equity Funds
Shares held by Venture funds/ private equity funds, irrespective of registration with SEBI, as an investment. - Customers
Such customers of the Company, if identifiable, who hold shares as an investment. - Suppliers
Such suppliers of the Company, if identifiable, who hold shares as an investment. B. BASED OVERSEAS- Foreign Individuals/ Non-Corporate Bodies
All foreign individuals / non-corporate bodies who hold shares as an investment. - Foreign Corporate Bodies
All foreign corporate bodies who hold shares as an investment. - Foreign Institutional Investors (SEBI-registered)
All FIIs registered with SEBI who hold shares as an investment. - Non-Resident Indians (Individuals)
All NRI (individuals) who hold shares as an investment. - Non-Resident Indian Corporate Bodies
All NRI-owned corporate bodies that hold shares as an investment.
C. GDRs/ADRs/ADSs
All underlying shares of GDRs/ ADRs/ ADSs or any other foreign depository receipt, without a controlling interest.
D. OTHERS
Any other category of shareholders, not listed above, without a controlling interest.
BROAD SUMMARY OF HOLDINGS
Total Controlling/ Strategic Holdings
The figure to be reported pertaining to Total Controlling/ Strategic should be the sum of all entities under Category I.
Total Free-float
The figure to be reported pertaining to Total Free-float should be the sum of all entities under Category II.
SUMMARY OF DOMESTIC/FOREIGN HOLDINGS
Total Domestic Holding
The figure to be reported pertaining to Total Domestic Shareholding should be the sum of all domestic entities, whether exercising control or not.
Total Foreign Holding
The figure to be reported pertaining to Total Foreign Shareholding should be the sum of all foreign entities, whether exercising control or not, and also include GDR/ADR/ADS.
Top FORM B
CONTROLLING/STRATEGIC HOLDERS (LIST ALL HOLDERS)
Every single shareholder, who is classified under Category I in Form A, should be individually listed here.
Top FORM C
FREE-FLOAT HOLDERS (DISCLOSE ONLY HOLDINGS OF 1% & ABOVE)
Only such shareholders who hold 1% and above shares of the company and are not covered above should be individually listed here.
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