Listing and delisting

Norms and Procedure to de-listing the securities on Indian Stock Exchange

3. •Applicable Law
•Over View about the Stock Exchangesin
INDIA
•Meaning Of Listing
•Objective of Listing
•Norms and Procedure of Listing
•Annual legal Requirements
•Merits & De-merits of Listing Security
•Overview about the De-Listing
•Meaning of De-Listing
•Types of De-Listing and their respective
procedure

4. •Securities Contract Regulation Act, 1956
•Securities Contracts (Regulation) Rules, 1957
•Companies Act, 1956 (Now Companies Act, 2013)
•Guidelines issued by SEBI and Rules
•Bye-laws and Regulations of respective stock
excghange

5. There are 23 Stock Exchange in INDIA
Apart from the Bombay and National stock exchanges in
Mumbai, there are stock exchanges in Ahmedabad, Bangalore,
Bhubaneswar, Kochi, Delhi, Guwahati, Hyderabad, Jaipur,
Calcutta, Chennai, Ludhiana, Punetoo have bourses.

7. SEBI
Securities Exchange
Board of INDIA

9. Three Main Objective of listing
}Provide liquidity to shares
}Mobilize savings for economic development
}protect interest of investors by ensuring full disclosures by
regulating dealings in securities

10. }Public Issues
◦Initial Public Offering
◦Further Public Offering
◦Preferential Issues
◦Indian Depository Receipts
◦Amalgamation
◦Qualified Institutions Placements

11. }A. In Respect of large Cap companies:-
ØThe Minimum paid-up capital shall be Rs.3 Cr.
ØThe Minimum issue size shall be Rs. 10 Cr.
ØThe Minimum market capitalization shall be Rs.25 Cr.
ØThe Applicant, Promoters and/or group companies, shall not be in default in compliance
of listing agreement.
}*In respect of the requirement of paid-up capital and market capitalization, the issuers
shall be required to include in the disclaimer clause forming a part of the offer document
that in the event of the market capitalizationrequirement of BSE not being met, the
securities of the issuer would not be listed on BSE.

12. B. In Respect of Small Cap companies:-
ØThe Minimum paid-up capital shall be Rs. 3 Cr.
ØThe Minimum issue size shall be Rs. 3Cr.
ØThe Minimum market capitalization of the company shall be Rs.5 Cr.
ØThe Minimum income/turnover of the company should be Rs.3 crin each of the
preceding three Years.
ØThe Minimum Number of public shareholders after the issue shall be 1,000.
ØA Due diligence study may be conducted.

13. ØTakethePermissiontoUsetheNameofBSEinProspectus.
ØSubmissionofLetterofApplicationtoallstockexchange.
ØOpenaseparateBankaccounttokeptamountreceivedfromissue.
ØAllotmentofSecuritieswithin30daysofthedateofclosureofthe
subscriptionlist.
ØObtaintradingPermissionfromexchangewithin7workingdaysoffinalization
ofthebasisofallotment.
ØRequirementofdepositof1%SecurityoftheissueamountwiththeExchange.
ØCompliancewiththeListingAgreement(clause49).
ØPaymentofListingFeesincludingannuallistingfeesasperschedule.

14. Securities *other than Privately Placed Debt Securities and Mutual Funds
Sr. No. Particulars Norms
1 Initial Listing Fees Rs. 20,000/-
2 Annual Listing Fees
(i)UptoRs. 5 Crs. Rs. 15,000/-
(ii)Rs.5 Crs. To Rs.10 Crs. Rs. 25,000/-
(iii)Rs.10 Crs. To Rs.20 Crs. Rs. 40,000/-
(iv)Rs.20 Crs. To Rs.30 Crs. Rs. 60,000/-
(v)Rs.30 Crs. To Rs.100 Crs.
Rs. 70,000/-plus Rs. 2,500/-for every increase of Rs. 5
crs or part thereof above Rs. 30 crs.
(vi)Rs.100 Crs. to Rs.500 Crs.
Rs. 125,000/-plus Rs. 2,500/-for every increase of Rs.
5 crsor part thereof above Rs. 100 crs.
(vii)Rs.500 Crs. to Rs.1000 Crs.
Rs. 375,000/-plus Rs. 2,500/-for every increase of Rs.
5 crsor part thereof above Rs. 500 crs.
(vi)Above Rs. 1000 Crs.
Rs. 625,000/-plus Rs. 2,750/-for every increase of Rs.
5 crsor part thereof above Rs. 1000 crs.

15. Placed Debt Securities:-
Sr. No. Particulars Norms
1 Initial Listing Fees NIL
2 Annual Listing Fees
(i) Issue size up to Rs.5 Crs. Rs. 2,500/-
(ii)Above Rs.5 Crs. and up to Rs.10 Crs. Rs. 3,750/-
(iii)Above Rs.10 Crs. and up to Rs.20 Crs. Rs. 7,500/-
(iv) Above Rs.20 Crs.
Rs. 7,500/-plus Rs. 200/-for every increase Rs.1 Cr.
or part thereof above Rs.20 crs.
Subject to a maximum of Rs.30,000/-per instrument.
Sr. No.Particulars Norms
1 Initial Listing Fees NIL
2 Annual Listing Fee for tenure of the schemePayable per 'month or part thereof'
(i)Issue size up to Rs.50 Crs. Rs.1,000/-
(ii)Above Rs.50 Crs.andup to Rs.100 Crs. Rs.2,000/-
(iii)Above Rs.100 Crs.andup to Rs.300 Crs. Rs.3,600/-
(iv)Above Rs.300 Crs.andup to Rs.500 Crs. Rs.5,900/-
(v) Above Rs.500 Crs.andup to Rs. 1000 Crs. Rs.9,800/-
(vi)Above 1000 Crs. Rs.15,600/-
Mutual Funds:-

16. ØThe paid up equity capital of the applicant shall not be less thanRs. 10 Cr.
ØThe capitalisation of the applicant's equity shall not be less thanRs.25 Cr.
ØHaving atleast three years track record .
ØProvide a certificate to the Exchange in respect of the following:
(i) The company has not been referred to the Board for Industrial and Financial
Reconstruction (BIFR).
(ii) The networth of the company has not been wiped out by the accumulated
losses resulting in a negative networth
(iii) The company has not received any winding up petition admitted by a court.
ØNo disciplinary action by other stock exchanges and regulatory authorities in
past three years.

17. ØDiscloser of Distribution of shareholding.
ØDiscloser Details of Litigation pending.
ØDiscloser of Track Record of Director(s) of the Company.
ØSubmission of Memorandum and Articles of Association.
ØApproval of draft prospectus with NSE.
ØSubmission of Application for admission of security to dealing on the
NSE.
ØRequirement of deposit of 1% Security of the issue amount with the
Exchange.
ØPayment of Listing Fees including annual listing fees as per schedule.

18. Particulars Amount ()
Initial Listing Fees 50,000
Annual Listing Fees (based on paid up sharecapital)
Upto5 Crore
18,000
Above5 Croreand upto10 Crores 31,500
Above10 Crore and upto20 Crores 57,500
Above20 Crore and upto30 Crores 90,000
Above30 Croreand upto40 Crores 1,00,000
Above40 Crore and upto50 Crores 1,05,000
Above50 Croresand upto100 Crores 1,75,000
Above100 Croreand upto150 Crores 2,00,000
Above150 Croreand upto200 Crores 2,40,000
Above200 Crore and upto250 Crores 2,75,000
Above250 Crore and upto300 Crores 3,10,000
Above300 Croreand upto350 Crores 3,40,000
Above350 Croreand upto400 Crores 3,75,000
Above400 Crore and upto450 Crores 4,35,000
Above450 Croreand upto500 Crores 5,00,000

19. }A premier marketplace
}Largest exchange
}Unprecedented reach
}Transaction speed
}Broadcast facility for corporate
announcements
}Fund Raising and exit route to investors

20. }Supervision and Control of Trading in
Securities
}Better Corporate Practice
}Benefits to the Public
}Subdivision and Consolidation of Holdings

21. }Subjected to do regulatory measures.
}Disclosure of information.
}Furnishing Report.
}Expensive

22. Stock Exchange
Compliances Sr.
No.
Compliances Time Period
1. Notice of Board Meeting to the Stock
Exchange to consider the Annual Results
At least 7 clear days before the
Meeting excluding the date of
meeting and notice
2. Press release for Board Meeting
(Eng.+Hindi)
At least 7 days before the
Meeting
3. Board Meeting to consider the Qtr.
Results
Within 30 days of end of
Quarter (i.e. upto 29th )
4. Fax of Qtr. Result to SE Within 15 minutes of Board
Meeting
5. Submission of Qtr. Result with
photocopies of news paper cutting
With 2-3 days of Board
Meeting
6. Publication of Qtr. Result (Eng.+Hindi) Within 48 hours of Board
Meeting
ANNUAL LEGAL REQUIRMENTS OF LISTING

23. 7. Shareholding Pattern to the Stock
Exchange along with Free Float Indices
under clause 35
Within 21 days of end of
Quarter
8. Secretarial Audit Certificate from
CA/PCS for reconciliation of physical
share and demat shares
Within 30 days of end of
Quarter
9. Clause 47C Certificate from a PCS –
Half yearly Compliance Certificate
Within 1 month of end of
half year and within 24
hours after signing of PCS
10. Quarterly Compliance Report on
Corporate Governance under Clause 49
Within 15 days of end of
Quarter
11. Annual Listing Fees Within 30 days
12. Annual Custodial fees to NSDL/CDSL Within 30 days
13. Uploading of Shareholding Pattern and
Quarterly Results to SEBI EDIFAR
website
Immediately whenever ready
for submission to Stock
Exchange
ANNUAL LEGAL REQUIRMENTS OF LISTING Contd…

24. }Who fixes the price of securities in an issue?
}What is the difference between “Fixed price
issue” and “Book Built issue”?
}What is a price band?
}Can I change/revise my bid?
}Can I cancel my Bid?
}What proof can I request from a trading
member or a syndicate member for entering
bids?

25. —SEBI
(Delisting of Equity Shares) Regulations,
2009

26. —“Delisting” is totally the reverse of listing. To
delist means permanent removal of securities of
a listed company from a stock exchange. As a
consequence of delisting, the securities of that
company would no longer be tradable at that
stock exchange.

27. Delisting
Compulsory
Delisting
Voluntary
delisting from
all the
exchanges
Voluntary delisting
from few exchanges
but remains listed on
at least one stock
exchange having
nation wide terminals
Small Company
(whether listed at
any of the
Exchanges)
Exit
opportunity
No Exit
opportunity
Exit opportunity is
not compulsory
Voluntory
Delisting

28. —Listing Fee
—InactiveTrading
—Business Closure
—Company becomes Sick
—Merger or Acquisition

29. —Non-Payment of listing fees
—Non-Compliance with regulations
—Non-redressalof investor complaints
—Unfair trading practices
—Fake Certificate By Management
—Reduction in number of public holders

30. —For delisting from all or any RSE
—Not to apply to scheme sanctioned by BIFR if
§Specific Procedure or
§Exit Option to existing holders

31. —Neither company shall apply nor RSE shall permit
§Pursuant to buy back
§Pursuant to preferential allotment
§Unless 3 years elapsed since listing
§Convertible instruments outstanding
§No promoter or promoter group shall propose
delisting if they sold equity shares in 6 months
prior to BM
—Promoter shall not employ funds to finance exit
oppurtunity
—The acquirer, promoter or related entities shall not
engage any scheme, transaction or practice to fraud

32. —May delist without following Chapter-IV if
§Paid up Capital is upto10 crore
§Net worth is upto25 crore
§Not been suspended by any RSE for non-
compliance
—Additional conditions:
§Appoint merchant banker
§Inform individually to all shareholder
§Receives 90% positive consent
§Finaliseprocess within 75 days
§Make payment within 15 days

34. —Order by RecognisedStock Exchange
—Decision by Panel
—Notice in national daily
—Consider representations
—Exit oppurtunitynot applicable
—Inform other stock exchanges

35. —Appointment of independent valuer
—Promoters shall acquire from public

36. Following shall not access securities market
—The Company
—Whole time Directors
—Promoters
—Any other company

37. •Board Approval.
• Publish in the News Papers.
• Application to Stock Exchange.
• Annual Report.

38. •Board Approval.
• Members Approval.
• In-principal Application to Stock
Exchange.
• Final Application to Stock Exchange.

39. •Public Announcement.
• Escrow Account.
• Letter of Offer.
• Bidding Period.
• Shareholders Right to Participate.
• Offer Price
• Minimum no. of Equity Shares.

40. • Public Announcement.
Success.
Failure.
Rejection by Promoter.

41. • Compliance of Special Resolution.
• Resolution of Investors Grievances.
• Payment of Listing Fees.
• Compliance with Listing
Agreement.
• Pending Litigations impacting
shareholders.
• Any Other Matter

43. Presented By-:
Shubham Jain
Akash Goyal
Prakash Chandwani
Nabeen Sundarka
Arun Maheshwari
Rahul Choradia