Ordinary Resolution for Reclassification of Promoters (Reg. 31A)

Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements), 2015 prescribes various conditions for re-classification of any person as a promoter / public.

According to Regulation 31A, the request of the promoter(s) seeking re-classification shall be approved in the general meeting by an ordinary resolution in which the promoter(s) seeking re-classification and persons related to the promoter(s) seeking re-classification shall not vote to approve such re-classification request.

Templates of such ordinary resolution for reclassification of promoters are provided hereunder—

SAMPLE #1

#. Re-classification of members of Promoter Group of the Company

To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other relevant provisions, including any modification(s) or re-enactment(s) thereof for the time being in force, and subject to necessary approvals from the Stock Exchanges and other appropriate statutory authorities, as may be necessary, the approval of the members be and is hereby accorded for re-classification of following persons forming part of Promoter Group from "Promoter & Promoter Group Category" to "Public Category":

1. (Name of the Promoter);

2. (Name of the Promoter); and

3. (Name of the Promoter).

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to the foregoing resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under the foregoing resolution to any Committee of the Board or to any director(s)/ officer(s)/ employee(s) of the company as it may consider appropriate, including authorisation for submitting/filing of necessary application(s), form(s) and return(s) with the Registrar of Companies,............ , Ministry of Corporate Affairs, Stock Exchanges and any other concerned authorities, as may be necessary, and to do all such acts, deeds and things as may be expedient or desirable to give effect to the foregoing resolution.”

SAMPLE #2

#. Re-classification of members of Promoter Group of the Company

To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, the consent of the company be and is hereby accorded for the re-classification of the status of (Name of the Promoter), promoter, as public.”

“FURTHER RESOLVED THAT (Name of the Director/Officer), (Designation) of the company be and is hereby authorised to do all such acts, deeds and things as may be necessary, proper or expedient for the purpose of giving effect to the foregoing resolution, execute applications / other documents to be submitted to the stock exchange(s) and take all other steps in this regard.”

...............................................................

NOTE: The resolution samples here are only for reference to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder, SEBI Regulations and any other applicable laws to be able to not to miss out anything important while drafting.