Sunday, January 22, 2017

Eligibility Ceriteria For Listing A Company in Stock Exchange

As seen on NSE Website: https://www.nseindia.com/getting_listed/content/eligibility_criteria.htm

Qualifications for listing Initial Public Offerings (IPO) are as below:
  1. Paid up Capital

    The paid up equity capital of the applicant shall not be less than 10 crores * and the capitalization of the applicant's equity shall not be less than 25 crores**

    * Explanation 1

    For this purpose, the post issue paid up equity capital for which listing is sought shall be taken into account.

    ** Explanation 2

    For this purpose, capitalisation will be the product of the issue price and the post issue number of equity shares. In respect of the requirement of paid-up capital and market capitalization, the issuers shall be required to include, in the disclaimer clause of the Exchange required to put in the offer document, that in the event of the market capitalisation (Product of issue price and the post issue number of shares) requirement of the Exchange not being met, the securities would not be listed on the Exchange.
  2. Conditions Precedent to Listing:
    The Issuer shall have adhered to conditions precedent to listing as emerging from inter-alia from Securities Contracts (Regulations) Act 1956, Companies Act 1956, Securities and Exchange Board of India Act 1992, any rules and/or regulations framed under foregoing statutes, as also any circular, clarifications, guidelines issued by the appropriate authority under foregoing statutes.
  3. Atleast three years track record of either:
    • the applicant seeking listing; or
    • the promoters****/promoting company, incorporated in or outside India or
    • Partnership firm and subsequently converted into a Company (not in existence as a Company for three years) and approaches the Exchange for listing. The Company subsequently formed would be considered for listing only on fulfillment of conditions stipulated by SEBI in this regard.

    For this purpose, the applicant or the promoting company shall submit annual reports of three preceding financial years to NSE and also provide a certificate to the Exchange in respect of the following:

    • The company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
    • The networth of the company has not been wiped out by the accumulated losses resulting in a negative networth
    • The company has not received any winding up petition admitted by a court.

    ****Promoters mean one or more persons with minimum 3 years of experience of each of them in the same line of business and shall be holding at least 20% of the post issue equity share capital individually or severally.
  4. The applicant desirous of listing its securities should satisfy the exchange on the following:
    • No disciplinary action by other stock exchanges and regulatory authorities in past three years

      There shall be no material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against the applicant company. In respect of promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) of the applicant company, there shall be no material regulatory or disciplinary action by a stock exchange or regulatory authority in the past one year.
    • Redressal Mechanism of Investor grievance

      The points of consideration are:
      1. The applicant, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) track record in redressal of investor grievances
      2. The applicant's arrangements envisaged are in place for servicing its investor.
      3. The applicant, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) general approach and philosophy to the issue of investor service and protection
      4. defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders by the applicant, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) shall also be considered while evaluating a company's application for listing. The auditor's certificate shall also be obtained in this regard. In case of defaults in such payments the securities of the applicant company may not be listed till such time it has cleared all pending obligations relating to the payment of interest and/or principal.
    • Distribution of shareholding

      The applicant's/promoting company(ies) shareholding pattern on March 31 of last three calendar years separately showing promoters and other groups' shareholding pattern should be as per the regulatory requirements.
    • Details of Litigation

      The applicant, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting company(ies) litigation record, the nature of litigation, status of litigation during the preceding three years period need to be clarified to the exchange.

    • Track Record of Director(s) of the Company
      In respect of the track record of the directors, relevant disclosures may be insisted upon in the offer document regarding the status of criminal cases filed or nature of the investigation being undertaken with regard to alleged commission of any offence by any of its directors and its effect on the business of the company, where all or any of the directors of issuer have or has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences etc.

5 comments:

Ayushi Mukherjee said...

Listing means admission of securities to dealings on a recognised stock exchange. The securities may be of any public limited company, Central or State Government, quasi governmental and other financial institutions/corporations, municipalities, etc.

The objectives of listing are mainly to :

provide liquidity to securities;
mobilize savings for economic development;
protect interest of investors by ensuring full disclosures.


The BSE Limited has a dedicated Listing Department to grant approval for listing of securities of companies in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, Companies Act, 1956, Guidelines issued by SEBI and Rules, Bye-laws and Regulations of BSE.

BSE has set various guidelines and forms that need to be adhered to and submitted by the companies. These guidelines will help companies to expedite the fulfillment of the various formalities and disclosure requirements that are required at various stages of

Public Issues
Initial Public Offering
Further Public Offering
Preferential Issues
Indian Depository Receipts
Amalgamation
Qualified Institutions Placements

The following eligibility criteria have been prescribed for listing of companies on BSE, through Initial Public Offerings (IPOs) & Follow-on Public Offerings (FPOs):

The minimum post-issue paid-up capital of the applicant company (hereinafter referred to as "the Company") shall be Rs. 10 crore for IPOs & Rs.3 crore for FPOs; and
The minimum issue size shall be Rs. 10 crore; and
The minimum market capitalization of the Company shall be Rs. 25 crore (market capitalization shall be calculated by multiplying the post-issue paid-up number of equity shares with the issue price).
Further :

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 capitalization (product of issue price and the post issue number of shares) requirement of BSE not being met, the securities of the issuer would not be listed on BSE.
The applicant, promoters and/or group companies, shall not be in default in compliance of the listing agreement.
The above eligibility criteria would be in addition to the conditions prescribed under SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
The Issuer shall comply to the guidance/ regulations applicable to listing as bidding inter alia from
Securities Contracts (Regulations) Act 1956
Securities Contracts (Regulation) Rules 1957
Securities and Exchange Board of India Act 1992
And any other circular, clarifications, guidelines issued by the appropriate authority.
Companies Act 1956

Varun Akar said...

Listing rules:
1 No listed entities should have paid up capital less than 10 crores and additionally the market capitalization should not be less than 25 crores.
2 As part of history of the commercial entity it should not have function in contravention of SCRA act, Companies act and SEBI guidelines.
3 The entity needs to furnish information regarding the promoter, applicant or partnership firm, prior to to listing of the company.
4 The listed company should satisfy exchange on certain conditions like,
i) No disciplinary action was taken on the company by any stock exchange
ii) Ready to create or have grievance redressal mechanism
iii) Disclosure on shareholding pattern of promoters
iv) Details of litigation of the company
v) Track record of the directors of the company
5 Certification by the company regarding:
i) The company was not referred to BIFR.
ii)The company was never in the position of negative networth.
iii)Never the company was ordered by any court for winding up its proceedings.

Unknown said...

Can a listed company change from 1 stock exchange to another?
A company can list itself on any exchange provided they meet the new exchange's financial and regulatory requirements. Companies do this as it forwards their financing efforts.

For example an Indian company can issue ADS (American Depository Share) either by issuing new equity shares or by submitting their existing domestic shares (Sponsored ADS).

When a company announces an ADR issue, its existing shareholders have an option of tendering their domestic shares in lieu of proportionate ADS

Cognizant & Infosys were the first companies to get listed on Nasdaq

Now regarding switching of listed shares, yes that too is possible. They first have to delist the company from the exchange where they want to switch. This is a lengthy and expensive proposition.

Unknown said...

Can a listed company change from 1 stock exchange to another?
A company can list itself on any exchange provided they meet the new exchange's financial and regulatory requirements. Companies do this as it forwards their financing efforts.

For example an Indian company can issue ADS (American Depository Share) either by issuing new equity shares or by submitting their existing domestic shares (Sponsored ADS).

When a company announces an ADR issue, its existing shareholders have an option of tendering their domestic shares in lieu of proportionate ADS

Cognizant & Infosys were the first companies to get listed on Nasdaq

Now regarding switching of listed shares, yes that too is possible. They first have to delist the company from the exchange where they want to switch. This is a lengthy and expensive proposition.

Anonymous said...

Minimum Listing Requirements for New Companies

The following eligibility criteria have been prescribed for listing of companies on BSE, through Initial Public Offerings (IPOs) & Follow-on Public Offerings (FPOs):

The minimum post-issue paid-up capital of the applicant company (hereinafter referred to as "the Company") shall be Rs. 10 crore for IPOs & Rs.3 crore for FPOs; and
The minimum issue size shall be Rs. 10 crore; and
The minimum market capitalization of the Company shall be Rs. 25 crore (market capitalization shall be calculated by multiplying the post-issue paid-up number of equity shares with the issue price).
Further :

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 capitalization (product of issue price and the post issue number of shares) requirement of BSE not being met, the securities of the issuer would not be listed on BSE.
The applicant, promoters and/or group companies, shall not be in default in compliance of the listing agreement.
The above eligibility criteria would be in addition to the conditions prescribed under SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
The Issuer shall comply to the guidance/ regulations applicable to listing as bidding inter alia from
Securities Contracts (Regulations) Act 1956
Securities Contracts (Regulation) Rules 1957
Securities and Exchange Board of India Act 1992
And any other circular, clarifications, guidelines issued by the appropriate authority.
Companies Act 1956