Exchanges, depositories and clearing corporations have sought clarification from SEBI on possible conflict of interest with its policy relating to them.
The policy mandates that clearing corporations cannot pay dividends to its shareholders if the prescribed net worth limit is not achieved. SEBI further mandated that the net worth computation will be according to its prescription.
The market infrastructure institutions (MIIs) said there was no such restriction in the Companies Act on payment of dividends.
Trading/ clearing member shareholders have been declared ineligible to vote on resolutions seeking appointment of shareholder directors and this is inconsistent with the Companies Act which allows this, they added. The MIIs wanted to know whether public shareholding includes all banks, public finance institutions, insurance companies, mutual funds and alternative investment funds or only those in the public sector.
Detailed guidelines for the appointment of a Managing Director have also been sought by MIIs. Clarity on whether shareholder directors should first be appointed and then SEBI’s approval sought or vice versa, on tenure of key management personnel and extension of their tenures have also been sought.
The regulator’s view has also been solicited on whether the 25 per cent profits transferred to the settlement guarantee fund of a clearing corporation can be retrieved, transferred to another clearing corporation (in case the existing clearing corporation is discontinued or if an exchange is de-recognised).