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 listed (listed with other regional stock exchanges) and exclusively listed companies on Regional 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 above 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.