BSE Ltd. Direct Listing
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Direct Listing

Norms for Direct Listing (EFFECTIVE FROM JANUARY 21, 2013)

Direct Listing Norms applicable for listing of equity shares of companies which are listed with other stock Exchanges are given here as under

Sr.No. Particulars Norms
1 Issued and Paid up capital Minimum paid up capital of Rs. 3 crores and positive net worth
2 Networth
3 Profit making track record Distributable profits in terms of sec. 205 of Companies Act, 1956 for at least 1 out of 2 immediately preceding financial years based on audited financial results .

Provided further that the total period of latest 2 Financial Years should comprise a period of at least 24 months

Provided that extraordinary income shall not be considered for calculating distributable profit.

4 Listing track record with Recognized Stock Exchange Listed on any recognized Stock Exchange
5 Public Shareholding

Public Shareholding should be Meeting with the requirements of SCRA, SCRR and Listing Agreement

If the company is non complaint with respect to clause 40A of the listing agreement at time of applying for direct listing, the company shall submit the undertaking from Managing Director/ person authorized by Board of Directors of the company, that the company shall comply with the clause 40A of the listing agreement as per the extend regulations and timelines stipulated by SEBI

6 No. of public shareholders Minimum 500
7 Trading in Compulsory Demat Minimum of 50% of the public shareholding should be held in demat form
8 Information Memorandum

Information Memorandum as provided in Schedule II of Companies Act, 1956 to the extent applicable, as certified by the Company Secretary/ MD of the Company

Note: Not required if the company has been trading in the permitted securities category at BSE for a period of not less than 1 year or is listed on any Exchange with nationwide trading terminals

9 Withdrawal/ Rejection Companies can make a fresh application after a period of 3 months
10 Confirmation from RSE

The company shall submit a confirmation from any one of the recognized or regional stock exchange(s) :

a. Entire issued capital of the company must be listed on the recognized stock exchange

b. No investor complaints pending against the company

c. The securities proposed to be listed are not under suspension.

11 Compliance Status by Company The company shall furnish the compliance status with the critical clauses of the listing agreement viz. Clauses 15, 16, 31, 35, 40a, 41, 47, 49, 54 and Sec Audit, filings under SEBI regulations/ circulars, SCRA and SCRR for the last 1 year
12 Action against company/ promoters/ promoter group entities/ directors Where the company or the promoters or promoter group entities or the directors are have been debarred or disciplinary action taken by SEBI or a recognized stock exchange, then a period of at least 1 year has elapsed since the expiry of the debarment period.
13 Reference to BIFR or winding up Company should not be referred to BIFR and no winding up order should have been passed against the company
14 Company website The company shall have its own website which is in compliance with Clause 54 of the Listing Agreement containing information about products, management team, annual reports for last three financial years, shareholding pattern, quarterly results, report on corporate governance, code of conduct, name of the company secretary & compliance officer and contact details, RTA - name and contact details
15 SCORES authentication

Company should have obtained SCORES authentication from SEBI.

The company shall also submit the nil Investors Complaints Report extracted from SCORES.


Notes -

The norms will not be applicable to companies that are listed on recognized stock exchanges
  • But seeking listing through further public offering (FPOs). In such cases, the IPO norms of the exchange will apply
  • But are compulsorily delisted by the exchange under SEBI (Delisting of Securities) Guidelines, 2003 or SEBI (Delisting of Equity Shares) Regulations, 2009. In such cases, the companies can seek listing by offer of sale through prospectus or further public offering through prospectus.



Direct Listing Norms for listing of companies exclusively listed on exiting / de-recognized stock Exchanges (RSEs).

Sr.No. Particulars Norms
1 Issued and Paid up capital and net worth requirement Minimum Capital requirement Rs. 1 crore
and
Net worth Rs. 3 crores.
2 Profit making track record Distributable profits in terms of Section 123 of Companies Act, 2013 for at least 1 out of 2 immediately preceding financial years based on audited financial results. Provided further that the total period of latest 2 Financial Years should comprise a period of at least 24 months. Provided that extraordinary income shall not be considered for calculating distributable profit.
3 Listing track record Companies should have been exclusively listed on stock exchanges seeking de-recognition and /or exit or de-recognized stock exchanges
4 Public Shareholding Public Shareholding should be meeting with the requirements of SCRA, SCRR and Listing Agreement (Clause 40A) If the company is not compliant with clause 40A of the listing agreement at time of applying for direct listing, the company shall submit an Undertaking from Managing Director/ Company Secretary, that the company shall comply with the clause 40A of the listing agreement as per the extant regulations and timelines stipulated
5 No. of public shareholders Minimum 500 shareholders.
6 Signing with both the depositories The company must enter into an agreement with both the depositories.
7 Trading in Compulsory Demat

Company should have minimum 50% of Public Share holding in dematerialised mode and 100% of Promoters’ Share holding in demat mode, else company can commence trading ONLY in Trade-for-Trade basis until they so comply.

8 Information Memorandum Information Memorandum as provided in Schedule II of Companies Act, 1956 to the extent applicable, as certified by the Company Secretary/ MD of the Company.
9 Withdrawal/Rejection

Once companies that have approached for listing are denied listing for any reason whatsoever, they may reapply for listing after a minimum period of 6 months. If rejected a second time, the company would not be eligible to apply again.

10 Confirmation from RSE The company shall submit a confirmation/proof from the de-recognized stock exchange:
a. Entire issued capital of the company is listed on the de-recognized stock exchange.
b. No Investor complaints should be pending against the company (‘NIL’ score in SCORES).
c. The securities proposed to be listed are not under suspension
11 Confirmation from MD & Company Secretary Company shall not have been de-listed at anytime under delisting regulation 2003 /2009
12 Compliance Status by Company The company shall furnish the compliance status with the critical clauses of the listing agreement viz. Clauses 15, 16, 31, 35, 40a, 41, 47, 49, 54 and Sec Audit, filings under SEBI regulations/ circulars, SCRA and SCRR for the last 1 year. This should also be displayed on the company’s website.
The Exchange will also display this information on its website, as is presently being done for all listed companies.
13 Action against company/ promoters/ promoter group entities/ directors Where the company or the promoters or the Directors have been debarred or disciplinary action has been taken against them by SEBI, then a period of at least 3 years should have elapsed since the expiry of the debarment period/disciplinary action.
14 Reference to BIFR or winding up

Company should not be under BIFR and no winding up order should have been passed against the company, at the time of application for listing.

15 Company website

The company shall have its own website in compliance with Clause 54 of the Listing Agreement containing information about products, management team, annual reports for last one financial years, shareholding pattern, quarterly results, report on corporate governance, code of conduct, name of the company secretary & compliance officer and contact details, RTA - name and contact details.

16 SCORES authentication

Company should have obtained NIL SCORES authentication from SEBI.

17 Site Visit

Site visit will be mandatorily conducted by Exchange official(s) and report submitted.


Notes -

The equity shares of the companies applying for listing under these relaxed direct listing criteria will be listed and traded in Group ‘D’.