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CS Professional · IFSCA - Regulations, Listing and Compliances · Listing and Issuance of Securities

Orchid Pharma Ltd is listed in GIFT IFSC. Its promoters plan to sell a significant block of their shares through a private deal, reducing promoter holding sharply. Which approach best fits continuing obligations and disclosure norms?

The change in promoter shareholding must be disclosed to the exchange as required and then shown in the periodic shareholding pattern. A private deal does not remove the disclosure duty, nor can disclosure be delayed for a quarter, and no Registrar approval is involved.

  1. ANo disclosure is needed as it is a private deal between promoters and a buyer
  2. BDisclose only after the transfer is registered in the depository after one quarter
  3. CDisclose the change in shareholding in the manner and within the timeline required, and reflect it in the periodic shareholding pattern filed with the exchangeCorrect
  4. DSeek approval of the Registrar of Companies before the sale

Explanation

Changes in promoter holding are material to investors, so disclosure to the exchange is expected along with the updated shareholding pattern in periodic filings. Treating a private deal as exempt or delaying disclosure for a quarter is wrong, and the Registrar does not approve such sales.

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