Two shareholders flag concerns about NSE's listing committee

National Stock Exchange
As pressure continues on National Stock Exchange (NSE) to get listed, at least two minority shareholders have flagged their concerns about constitution and terms of reference of the proposed Listing Committee.

Expressing its intent to get listed, the exchange has announced a Listing Committee to engage with the stakeholders on its self-listing agenda and seek their support for its stand against any kind of regulation by any other bourse.

As per Sebi norms, an exchange can not get listed on its own platform and it must go to another exchange for listing.

While competitor BSE has no problem with cross-listing and has already approached Sebi seeking approval to launch IPO and get listed, NSE is opposed to the idea of cross-listing and wants to list shares only on its own platform, saying it can not be subjected to regulation by a rival.

A stock exchange typically functions as a front-line regulator for all the companies listed on its platform in terms of disclosure requirements, including of key information.

While a number of existing shareholders of NSE have been pushing hard for the exchange to get listed, two institutional shareholders -- Norwest Venture Partners and Saif II-SE Investments Mauritius -- have now accused the top management of misguiding them about the contours of the listing committee and the arbitrary powers given to the CEO on this matter.

The development comes ahead of the first formal meeting of the listing committee on March 8.

In its last meeting, NSE's board had authorised CEO and MD Chitra Ramkrishna to induct members in the committee.

While there are about two dozen institutional shareholders in NSE, two of them have written to the exchange to flag concerns about restructuring of the bourse as well as selection of the listing committee members, alleging that the exchange has misrepresented shareholders' stand on the same.

Queries sent to NSE in this regard remained unanswered over the weekend.

Saif has 5 per cent stake in NSE and Norwest holds 2.11 per cent, according to the latest data as on December 31, 2015.

The two shareholders have also alleged that NSE inaccurately informed in the minutes of the meeting that the "investors have no conceptual issues" against the restructuring and will be supportive in all relevant forums.

"At no point in time did the shareholders state that they have no conceptual issues against the restructuring and will be supportive in all relevant forums," Norwest Venture Partner India managing director Sohil Chand said his letter to NSE.

Saif II-SE Investments in its letter alleged that the NSE management has arbitrarily selected members of the listing committee instead of providing the option to them to mutually decide on the member constitution.

"The listing committee is therefore not representative of the shareholders of the NSE," Saif said.

When contacted, Norwest's Chand told PTI that "NSE is not following established norms of corporate governance and there are serious allegations of mismanagement which need to be addressed."

"We were told that members of the committee will be selected as per a transparent criteria and foreign investors who have publicly expressed their opposition to restructuring would be represented on the committee," he added.

Accusing the NSE management of acting against the interests of shareholders and of not being genuinely interested in getting listed, Chand said the investors are evaluating options to deal with this situation.

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