In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with SEBI circular no. CIR/ CFD/ CMD/4/2015 dated September 09, 2015; the Bank is required to make disclosures of any events or information which, in the opinion of the board of directors is material. Listing Regulation also requires the Bank to frame a policy for the determination of materiality, based on criteria specified in the Regulation, duly approved by the board of directors, which shall be disclosed on the Bank’s website.
Accordingly, Banks that are listed on a stock exchange are required to disclose a variety of information to the stock exchange, including:
- Disclosing events of information: Banks must disclose any events and information that could impact the bank’s performance or operations, or that could affect the payment of interest or dividends. Disclosures must be made as soon as possible, and no later than 24 hours after the event occurs.
- Shareholding pattern: The Reserve Bank of India (RBI) regulates the shareholding pattern of private banks in India through guidelines and directives. Here are some of the guidelines for shareholding in private banks: (a) Promoters: Promoters must hold at least 40% of the paid-up voting equity capital of a bank for the first five years of its operations. Within 12 years, the promoter’s shareholding must be reduced to 15%. (b)Non-promoters: The maximum shareholding for non-promoters is 15%. (c) Foreign shareholding: The maximum foreign investment in a bank is 74%. The above restriction on shareholding does not apply to public sector Banks (Government of India enterprises). For example, public sector banks like Indian Bank have Promoters hold 73.84%, mutual funds hold 12.27%, other domestic institutions hold 5.08%, foreign institutions hold 4.99%, and retail and others hold 3.83%, State Bank of India (SBI)
The Government of India holds around 57.54% of the bank’s shares, and the Life Insurance Corporation of India holds 9.02%. SBI is a public sector bank. Bank of India has Promoters hold 73.38%, FII and DII hold 3.21% and 16.26%, respectively, and retail holds 7.14%. has promoters 73.38%, Other Domestic Institutions 11.56%, Retail And Others 7.14%, Mutual Funds 4.70%, Foreign Institutions 3.21%.
- Voting rights: No shareholder can exercise more than 26% of the total voting rights of a bank.
- Lock-in period: The lock-in period varies by investor category, and is governed by SEBI regulations. In IPO allotment of shares, Anchor investors: 50% of allotted shares are locked in for 90 days, and the remaining 50% are locked in for 30 days, Promoters: The lock-in period is 18 months for allotments up to 20% of post-issue paid-up capital, and 6 months for allotments over 20% Non-promoters (A non-promoter shareholder is a shareholder who is not a founder or a relative of a founder of a company. Non-promoter shareholders include: public investors, institutional investors, and foreign entities.): The lock-in period is 6 months for Non-promoter shareholders. Shares held by a person are locked in for five years, with a maximum of 40% of the bank’s paid-up equity share capital.
Corporate governance: Banks must disclose information about corporate governance.
Board meetings: Banks must disclose information about board meetings.
QIP: Banks must disclose information about Qualified Institutional Placement (QIP).
Debt securities: Banks must disclose information about debt securities.
Book closure: Banks must disclose the date of book closure, internal cut-off date, and e-voting cut-off date. Related party transactions: Banks must disclose information about related party transactions on a half-yearly basis.
Accounting policies: Banks must disclose their accounting policies for key areas of operations, such as the basis of accounting, transactions involving foreign exchange, investments, and more.
Loan assets: Banks must disclose the total amount of loan assets, as well as the amount of substandard and doubtful assets that have been restructured.
Assets sold to securitization companies: Banks must disclose information about assets sold to securitization companies, including the number of accounts, aggregate value, and aggregate gain or loss.
Banks must also respond to any queries the stock exchange raises and may confirm or deny any reported events or information.
Thrust of the Bank’s Corporate Governance is to enhance shareholders’ value by pursuing ethical practices in its business and maintaining high standards of disclosure and transparency. The timely and adequate disclosure of all material events will help stakeholders to have fair access to the information about the Bank.
