Tag Archives: listing

definition of listed companies

MCA has vide its notification amended the Companies (Specification of Definition Details), Rules, 2014 by introducing a new rule 2A which defines the companies which need not be considered as listed companies. The rule says

“2A. Companies not to be considered as listed companies.- For the purposes of the proviso to clause (52) of section 2 of the Act, the following classes of companies shall not be considered as listed companies, namely:-
(a) Public companies which have not listed their equity shares on a recognized stock exchange but have listed their –
(i) non-convertible debt securities issued on private placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or
(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; or
(iii) both categories of (i) and (ii) above.
(b) Private companies which have listed their non-convertible debt securities on private placement basis on a recognized stock exchange in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;
(c) Public companies which have not listed their equity shares on a recognized stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.”.

Section 23(3) of the Act pertains to listing in foreign jurisdictions. So basically all the public companies who have listed only their debt securities without listing their equity securities will not be considered as listed entities. Similarly private companies which listed only their debt securities also will be considered as listed entities anymore.

That takes from these entities, the onerous responsibility of complying with the listing regulations stipulated by SEBI.

Government calls it as an ease of doing business, but ideally, this should have been thought about early on itself i.e. such companies should not have been considered as listed entities ab initio itself.

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listing of depository receipts

https://pib.gov.in/PressReleasePage.aspx?PRID=1668142

The International Financial Services Centres Authority (IFSCA), with an objective to develop the financial products and financial services in the Gujarat International Finance Tec-City International Financial Services Centre (GIFT IFSC) has prescribed the regulatory framework for listing of Depository Receipts (DRs).

The framework provides for listing of DRs by companies that are listed in FATF compliant jurisdictions (including India). The framework enables the eligible listed companies to raise capital through issuance and listing of DRs on the stock exchanges in GIFT IFSC.

Additionally, the framework enables eligible companies having DRs listed on any exchange in a FATF compliant jurisdiction to list and trade such DRs on the stock exchange(s) in GIFT IFSC as an additional venue for trading, without any fresh public offering.

While IFSCA has prescribed the framework for essential disclosure requirements such as financial statements, material or price sensitive information, shareholding pattern, change of depository and corporate actions, the listed companies shall continue to comply with the applicable requirements of their respective home jurisdictions with respect to corporate governance norms and several other disclosure requirements, without additional regulatory burden. The listed companies will be required to release all the disclosures made in the home jurisdiction to the stock exchange(s) in GIFT IFSC.

Further details on the framework for listing of DRs on the stock exchanges in IFSC are available on the IFSCA website at the URL: https://www.ifsca.gov.in/Circular

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validity of SEBI observations

SEBI circular dated 29th September, 2020 on the subject.

  1. SEBI vide circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/66 dated April 21, 2020 had given certain relaxations with respect to validity of SEBI Observations and filing of fresh offer document in case of increase or decrease of issue size beyond a particular threshold.
  2. There have been representations that in view of the prevailing conditions due to Covid 19, the relaxations granted in April 2020 be continued for some more time.
  3. After due consideration, it has been decided that the relaxation mentioned at Sr. No. 1(ii) of SEBI Circular no. SEBI/ HO/ CFD/ DIL1/ CIR/ P/ 2020/66 dated April 21, 2020 for revision in issue size upto 50% shall continue till March 31, 2021.
  4. Secondly, the validity of the SEBI observations expiring between October 1, 2020 and March 31, 2021 shall be extended upto March 31, 2021, subject to an undertaking from lead manager to the issue confirming compliance with Schedule XVI of the ICDR Regulations, 2018 while submitting the updated offer document to the Board.
  5. This circular shall come into force with effect from October 01, 2020.
  6. This circular is issued in exercise of powers conferred by Section 11(1) read with Section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulations 299 and 300 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to protect the interests of investors in securities and to
    promote the development of, and to regulate the securities market.

https://www.sebi.gov.in/legal/circulars/sep-2020/relaxation-with-respect-to-validity-of-sebi-observations-and-revision-in-issue-size_47719.html

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listing of InvITs and ReiTs on IFSC bourses

SEBI circular dated 16th September, 2020 on the subject matter.

Sub: Listing and trading of units of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) on recognized stock exchanges in International Financial Services Centres (IFSC)

  1. Securities and Exchange Board of India (International Financial Services Centre) Guidelines, 2015 were notified by SEBI on March 27, 2015, which came into force on April 01, 2015.
  2. Clause 7 of SEBI (IFSC) Guidelines, 2015 specifies the types of securities in which dealing may be permitted by stock exchanges operating in IFSC. It has been decided to permit ‘Units of InvITs and REITs by whatever name called in the Permissible Jurisdictions’ as permissible security under sub-clause (vi) of Clause 7 of SEBI (IFSC) Guidelines, 2015.
  3. Accordingly, ‘Units of InvITs and REITs by whatever name called in the Permissible Jurisdictions’ meeting the following conditions may be permitted to list on stock exchanges operating in IFSC:
    i. Such InvITs and REITs which are incorporated/settled in Permissible Jurisdictions, as may be notified by the Government of India from time to time pursuant to notification no. G.S.R. 669(E) dated September 18, 2019 in respect of sub-rule 1 of rule 9 of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005;
    In this regard, the Government of India vide notification dated November 28, 2019, has notified the list of Permissible Jurisdictions in pursuance of notification dated September 18, 2019. Accordingly, a list of Permissible Jurisdictions for the purpose of this clause is placed at Annexure A.
    ii. Such InvITs and REITs are regulated by the securities market regulator(s) in the Permissible Jurisdictions.
    iii. Such InvITs and REITs are listed on any of the specified international exchanges in the Permissible Jurisdiction. A list of International Exchanges for the purpose of this clause is also placed at Annexure A.
  4. Stock exchanges in IFSC shall evolve a detailed framework prescribing the initial and continuous listing requirements for such InvITs and REITs whose units are listed/proposed to be listed on stock exchanges in IFSC (based on para 3 above).
  5. The applicability of this circular is subject to such conditions that may be prescribed by SEBI, Reserve Bank of India and other appropriate authority from time to time.

List of Permissible Jurisdictions and International Exchanges

  1. United States of America – NASDAQ, NYSE
  2. Japan – Tokyo Stock Exchange
  3. South Korea – Korea Exchange Inc.
  4. United Kingdom excluding British Overseas Territories- London
    Stock Exchange
  5. France – Euronext Paris
  6. Germany – Frankfurt Stock Exchange
  7. Canada – Toronto Stock Exchange

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SEBI – relaxations

SEBI has vide its circular dated 15th July, 2020 given relaxations in respect of debt listing, listing of non convertible redeemable preference shares and commercial papers to use unaudited financials with limited review provided that these unaudited financials are not more than 6 months old. 


It has also extended the timelines for submission of quarterly/ half-yearly/ yearly financial accounts as on 31st march, 2020 to 31st July, 2020.


Those issuers who propose to list their debentures/ preference shares/ commercial papers during the month of July, 2020 can use the available financial statements as on 31st December, 2019.

Copy of SEBI circular can be found here

https://www.sebi.gov.in/legal/circulars/jul-2020/relaxation-from-compliance-with-provisions-of-the-sebi-issue-and-listing-of-debt-securities-regulations-2008-ilds-regulation-sebi-non-convertible-redeemable-preference-shares-regulations-20-_47071.html

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Listing on SME Exchange without public issue

SEBI has issued guidelines whereby small and medium enterprises and start up ventures can list their securities on the Institutional Trading Platform of the SME Exchange without having the need to make a public issue of their securities. Some salient features of the regulations are:

1) The ITP shall be accessible only to informed investors who are either individuals or institutions and the minimum trading lot shall be ten lakh rupees on this platform;

2) the company has atleast one full year’s audited financial statements, for the immediately preceding financial year at the time of making listing application;

3) the company has not completed a period of more than 10 years after incorporation and its revenues have not exceeded one hundred crore rupees in any of the previous financial years;

4) the paid up capital of the company has not exceeded twenty five crore rupees. 

5) the company should have received minimum investment of at least 50 lakh rupees from specified set of investors such as alternative investment fund, venture capital fund, angel investor fund etc. If a registered merchant banker has invested 50 lakh rupees then he must also have done the due diligence for the project;

6) Listing shall not be accompanied by issue of securities or capital raising from public in any manner;

7) Such company may raise capital through private placement or rights issue;

8) In case of rights issue, there shall be no option for renunciation of rights and the articles of association needs to be amended to that effect;

9) Not less than twenty per cent. of the post listing capital of the company shall be held by the promoters at the time of listing and the same shall be locked-in for a period of three years from date of listing.

10) Company listed on the ITP on SME exchange may exit from the platform after following the procedure such as postal ballot in which 90% of total votes and majority of non promoter votes have been cast in favor of the exit and also in principle approval from the SME exchange;

11) The company will be compulsorily required to exit the ITP if it has been listed for more than 10 years, its paid up share capital increases to more than Rs.25 crores, turnover to more than Rs.300 crores in the last audited financial statement or the market capitalisation is more than Rs.500 crores;

12) Company listed on ITP will be delisted and permanently removed if there are instances of non filings for a period of one year, failure to observe corporate governance norms for more than one year;

13) Minimum promoter holding conditions are not applicable to listing on ITP because there is only a listing without any offer of securities to the public. 

The copy of the SEBI circular is available at the SEBI site and at this link 

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1382614081252.pdf

 

 

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