Listing Guidelines at Bse
Listing Guidelines at Bse
Listing means admission of securities to dealings on a recognised stock exchange. The securities may be of any public lim
company, Central or State Government, quasi governmental and other financial institutions/corporations, municipalities, etc
The Bombay Stock Exchange (BSE) has a dedicated Listing Department to grant approval for listing of securities
companies in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, Securities Contr
(Regulation) Rules, 1957, Companies Act, 1956, Guidelines issued by SEBI and Rules, Bye-laws and Regulations of B
BSE has set various guidelines and forms that need to be adhered to and submitted by the companies. These guidelines
help companies to expedite the fulfillment of the various formalities and disclosure requirements that are required at vari
stages of
Public Issues
o Initial Public Offering
o Further Public Offering
Preferential Issues
Indian Depository Receipts
Amalgamation
Qualified Institutions Placements
A company intending to have its securities listed on BSE has to comply with the listing requirements prescribed by it. Som
the requirements are as under :
The following eligibility criteria have been prescribed effective August 1, 2006 for listing of companies on BSE, through In
Public Offerings (IPOs) & Follow-on Public Offerings (FPOs):
1. Companies have been classified as large cap companies and small cap companies. A large cap company
company with a minimum issue size of Rs. 10 crore and market capitalization of not less than Rs. 25 crore. A s
cap company is a company other than a large cap company.
i. The minimum post-issue paid-up capital of the applicant company (hereinafter referred to as
Company") shall be Rs. 3 crore; and
ii. The minimum issue size shall be Rs. 10 crore; and
iii. The minimum market capitalization of the Company shall be Rs. 25 crore (market capitalization s
be calculated by multiplying the post-issue paid-up number of equity shares with the issue price).
i. The minimum post-issue paid-up capital of the Company shall be Rs. 3 crore; and
ii. The minimum issue size shall be Rs. 3 crore; and
iii. The minimum market capitalization of the Company shall be Rs. 5 crore (market capitalization sha
calculated by multiplying the post-issue paid-up number of equity shares with the issue price); and
iv. The minimum income/turnover of the Company shall be Rs. 3 crore in each of the preceding three
months period; and
v. The minimum number of public shareholders after the issue shall be 1000.
vi. A due diligence study may be conducted by an independent team of Chartered Accountants
Merchant Bankers appointed by BSE, the cost of which will be borne by the company.
requirement of a due diligence study may be waived if a financial institution or a schedu
commercial bank has appraised the project in the preceding 12 months.
a. In respect of the requirement of paid-up capital and market capitalization, the issuers shall be require
include in the disclaimer clause forming a part of the offer document that in the event of the ma
capitalization (product of issue price and the post issue number of shares) requirement of BSE not being m
the securities of the issuer would not be listed on BSE.
b. The applicant, promoters and/or group companies, shall not be in default in compliance of the lis
agreement.
c. The above eligibility criteria would be in addition to the conditions prescribed under SEBI (Disclosure
Investor Protection) Guidelines, 2000.
[II] Minimum Listing Requirements for Companies already Listed on Other Stock Exchanges
The listing norms for companies already listed on other stock exchanges and seeking listing at BSE, made effective f
August 6, 2002, are as under:
1. The company shall have a minimum issued and paid up equity capital of Rs. 3 crore.
2. The company shall have a profit making track record for the preceding last three years. The revenues/profits aris
out of extra ordinary items or income from any source of non-recurring nature shall be excluded while calculating
profit making track record.
3. Minimum net worth shall be Rs. 20 crore (net worth includes equity capital and free reserves excluding revalua
reserves).
4. Minimum market capitalisation of the listed capital shall be at least two times of the paid up capital.
5. The company shall have a dividend paying track record for at least the last 3 consecutive years and the divid
should be at least 10% in each year.
6. Minimum 25% of the company's issued capital shall be with Non-Promoter shareholders as per Clause 35 of
Listing Agreement. Out of above Non-Promoter holding, no single shareholder shall hold more than 0.5% of the p
up capital of the company individually or jointly with others except in case of Banks/Financial Institutions/Fore
Institutional Investors/Overseas Corporate Bodies and Non-Resident Indians.
7. The company shall have at least two years listing record with any of the Regional Stock Exchanges.
8. The company shall sign an agreement with CDSL and NSDL for demat trading.
[III] Minimum Requirements for Companies Delisted by BSE seeking Relisting on BSETop
Companies delisted by BSE and seeking relisting at BSE are required to make a fresh public offer and comply with the ex
guidelines of SEBI and BSE regarding initial public offerings.
Companies desiring to list their securities offered through a public issue are required to obtain prior permission of BSE to
the name of BSE in their prospectus or offer for sale documents before filing the same with the concerned office of
Registrar of Compan
BSE has a Listing Committee , comprising of market experts, which decides upon the matter of granting permission
companies to use the name of BSE in their prospectus/offer documents. This Committee evaluates the promoters, compa
project , financials, risk factors and several other aspects before taking a decision in this reg
Decision with regard to some types/sizes of companies has been delegated to the Internal Committee of BSE.
As per Section 73 of the Companies Act, 1956, a company seeking listing of its securities on BSE is required to subm
Letter of Application to all the stock exchanges where it proposes to have its securities listed before filing the prospectus
the Registrar of Companies.
As per the Listing Agreement, a company is required to complete the allotment of securities offered to the public within
days of the date of closure of the subscription list and approach the Designated Stock Exchange for approval of the basi
allotment.
In case of Book Building issues, allotment shall be made not later than 15 days from the closure of the issue, failing wh
interest at the rate of 15% shall be paid to the investors.
[VII] Trading PermissionTop
As per SEBI Guidelines, an issuer company should complete the formalities for trading at all the stock exchanges where
securities are to be listed within 7 working days of finalization of the basis of allotment.
A company should scrupulously adhere to the time limit specified in SEBI (Disclosure and Investor Protection) Guidel
2000 for allotment of all securities and dispatch of allotment letters/share certificates/credit in depository accounts and ref
orders and for obtaining the listing permissions of all the exchanges whose names are stated in its prospectus or o
document. In the event of listing permission to a company being denied by any stock exchange where it had applied for lis
of its securities, the company cannot proceed with the allotment of shares. However, the company may file an appeal be
SEBI under Section 22 of the Securities Contracts (Regulation) Act, 1956.
Companies making public/rights issues are required to deposit 1% of the issue amount with the Designated Stock Excha
before the issue opens. This amount is liable to be forfeited in the event of the company not resolving the complaint
investors regarding delay in sending refund orders/share certificates, non-payment of commission to underwriters, brok
etc.
All companies listed on BSE are required to pay to BSE the Annual Listing Fees by 30th April of every financial year as per
Schedule of Listing Fees prescribed from time to time.
The schedule of Listing Fees for the year 2010-11, is given here under:
Companies which have a listed capital* of more than Rs. 20 crore are required to pay an additional
fee @ Rs. 750 for every additional Rs. 1 crore or part thereof.
NOTE: In case of debenture capital (not convertible into equity shares) , the fees will be
25% of the above fees.
*includes equity shares, preference shares, fully convertible debentures, partly convertible debentures and any other secu
convertible into equity shares.
Mutual Funds
Sr.
Particulars Amount (Rs.)
No
1 Initial listing fee NIL
Annual Listing Fee for tenure of the 6 months or part
2
scheme : thereof
Issue size up to Rs.100 Crores Rs. 16,000
Above Rs.100 Crores and up to
Rs. 29,000
Rs.300 Crores.
Above Rs.300 Crores and up to
Rs. 47,000
Rs.500 Crores.
Above Rs.500 Crores and up to Rs.
Rs. 78,000
1000 Crores
Above 1000 Crores Rs. 1,25,000
For tenure beyond 6 months, fees payable will be in multiple of 6 months fees.
APPLICABILITY
The above schedule of Listing Fee is uniformly applicable for all companies irrespective of whether BSE is the designa
stock exchange or not.
PAYMENT DATE
The last date for payment of Listing Fee for the year 2010-11 is April 30, 2010. Failure to pay the Listing Fee (for equity an
debt segment) by the due date will attract interest @ 12% per annum w.e.f. May 1, 2010.
SERVICE TAX
Companies desirous of getting their securities listed at BSE are required to enter into an agreement with BSE called
Listing Agreement, under which they are required to make certain disclosures and perform certain acts, failing which
company may face some disciplinary action, including suspension/delisting of securities. As such, the Listing Agreement i
great importance and is executed under the common seal of a company. Under the Listing Agreement, a comp
undertakes, amongst other things, to provide facilities for prompt transfer, registration, sub-division and consolidation
securities; to give proper notice of closure of transfer books and record dates, to forward 6 copies of unabridged Ann
Reports, Balance Sheets and Profit and Loss Accounts to BSE, to file shareholding patterns and financial results o
quarterly basis; to intimate promptly to the Exchange the happenings which are likely to materially affect the finan
performance of the Company and its stock prices, to comply with the conditions of Corporate Governance, etc.
The Listing Department of BSE monitors the compliance by the companies with the provisions of the Listing Agreem
especially with regard to timely payment of annual listing fees, submission of results, shareholding patterns and corpo
governance reports on a quarterly basis . Penal action is taken against the defaulting companies.
Top
In order to simplify the system of payment of listing fees, BSE has entered into an arrangement with HDFC Bank for collec
of listing fees from 141 locations all over the country.Details of the HDFC Bank branches are available on our website
www.bseindia.com as well as on the HDFC Bank website www.hdfcbank.com This facility is being provided free of c
Companies intending to utilize this facility for payment of listing fee should furnish the information (as mentioned below) in
Cash Management Cash Deposit Slip. These slips are available at all the HDFC Bank branches.
The cheque should be drawn in favour of Bombay Stock Exchange Limited , and should be payable locally. Companies
requested to mention in the deposit slip, the financial year(s) for which the listing fee is being paid. Payment made through
other slips would not be considered. The above slips will have to be filled in quadruplicate. One acknowledged copy would
provided to the depositor by the HDFC Bank.