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
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- Public Issues
- Initial Public Offering
- Further Public Offering
- Preferential Issues
- Indian Depository Receipts
- Qualified Institutions Placements
A company intending to have its securities listed on BSE has to comply with the listing requirements prescribed by it. Some of the requirements are as under :
1. 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):
2. Minimum Requirements for Companies Delisted by BSE seeking Relisting on BSE
- 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).
- 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
Companies delisted by BSE and seeking relisting at BSE are required
to make a fresh public offer and comply with the existing guidelines
of SEBI and BSE regarding initial public offerings.
3. Permission to Use the Name of BSE in an Issuer Company's Prospectus
Companies desiring to list their securities offered through a public issue are required to obtain prior permission of BSE to use the name of BSE in their prospectus or offer for sale documents before filing the same with the concerned office of the Registrar of Companies.
BSE has a Listing Committee , comprising of market experts, which decides upon the matter of granting permission to companies to use the name of BSE in their prospectus/offer documents. This Committee evaluates the promoters, company, project , financials, risk factors and several other aspects before taking a decision in this regard.
Decision with regard to some types/sizes of companies has been delegated to the Internal Committee of BSE.
4. Submission of Letter of Application
As per Section 73 of the Companies Act, 1956, a company seeking listing of its securities on BSE is required to submit a Letter of Application to all the stock exchanges where it proposes to have its securities listed before filing the prospectus with the Registrar of Companies.
5. Allotment of Securities
As per the Listing Agreement, a company is required to complete the allotment of securities offered to the public within 30 days of the date of closure of the subscription list and approach the Designated Stock Exchange for approval of the basis of allotment.
In case of Book Building issues, allotment shall be made not later than 15 days from the closure of the issue, failing which interest at the rate of 15% shall be paid to the investors.
6. Trading Permission
As per SEBI Guidelines, an issuer company should complete the formalities for trading at all the stock exchanges where the 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) Guidelines 2000 for allotment of all securities and dispatch of allotment letters/share certificates/credit in depository accounts and refund orders and for obtaining the listing permissions of all the exchanges whose names are stated in its prospectus or offer document. In the event of listing permission to a company being denied by any stock exchange where it had applied for listing of its securities, the company cannot proceed with the allotment of shares. However, the company may file an appeal before SEBI under Section 22 of the Securities Contracts (Regulation) Act, 1956.
7. Requirement of 1% Security
Companies making public/rights issues are required to deposit 1% of the issue amount with the Designated Stock Exchange before the issue opens. This amount is liable to be forfeited in the event of the company not resolving the complaints of investors regarding delay in sending refund orders/share certificates, non-payment of commission to underwriters, brokers, etc.
9. Compliance with the Listing Agreement
8. Payment of Listing Fees
All companies listed on BSE are required to pay to BSE the Annual Listing Fees by 30th April of every financial year as per the Schedule of Listing Fees prescribed from time to time.
The schedule of Listing Fees for the year 2011-12, is given here under:
Securities *other than Privately Placed Debt Securities and Mutual Funds
||Initial Listing Fees
||Annual Listing Fees
||Upto Rs. 5 Crs.
||Rs.5 Crs. To Rs.10 Crs.
||Rs.10 Crs. To Rs.20 Crs.
|| Rs. 40,000/-
||Rs.20 Crs. To Rs.30 Crs.
|| Rs.30 Crs. To Rs.100 Crs.
plus Rs. 2,500/- for every increase of Rs. 5 crs or part thereof above Rs. 30 crs.
|| Rs.100 Crs. to Rs.500 Crs.
plus Rs. 2,500/- for every increase of Rs. 5 crs or part thereof above Rs. 100 crs.
|| Rs.500 Crs. to Rs.1000 Crs.
plus Rs. 2,500/- for every increase of Rs. 5 crs or part thereof above Rs. 500 crs.
|| Above Rs. 1000 Crs.
plus Rs. 2,750/- for every increase of Rs. 5 crs or part thereof above Rs. 1000 crs.
|| Note: In case of debenture capital (not convertible into equity shares), the fees will be 75% of the above fees.
|* includes equity shares, preference shares, indian depository receipts, fully convertible debentures, partly convertible debentures and any other security convertible into equity shares.
Placed Debt Securities
|| Initial Listing Fees
||Annual Listing Fees
|| Issue size up to Rs.5 Crs.
|| Rs. 2,500/-
||Above Rs.5 Crs. and up to Rs.10 Crs.
|| Above Rs.10 Crs. and up to Rs.20 Crs.
|| Rs. 7,500/-
|| Above Rs.20 Crs.
|| Rs. 7,500/- plus Rs. 200/- for every increase Rs.1 Cr. or part thereof above Rs.20 crs.
Subject to a maximum of Rs.30,000/- per instrument.
|Note: Cap on the annual listing fee of debt instruments per issuer is Rs.5,00,000/- per annum.
||Initial Listing Fees
||Annual Listing Fee for tenure of the scheme
|| Payable per 'month or part thereof'
||Issue size up to Rs.50 Crs.
|| Above Rs.50 Crs.and up to Rs.100 Crs.
|| Above Rs.100 Crs.and up to Rs.300 Crs.
|| Above Rs.300 Crs.and up to Rs.500 Crs.
|| Above Rs.500 Crs.and up to Rs. 1000 Crs.
|| Above 1000 Crs.
- For tenure beyond One month, fees are payable for one month or any part thereof.
- Asset Under Management (AUM) of all such listed schemes of the Fund House exceed Rs. 10,000 crs, discount of 10% will be offered on future annual listing fees for all listed schemes of that Fund House. For eligibility of 10% discount on listing fees, the corpus of AUM will be taken as on March 31st of every year.
The above schedule of Listing Fee is uniformly applicable for all companies irrespective of whether BSE is the designated stock exchange or not.
The last date for payment of Listing Fee for the year 2011-12 is April 30, 2011. Failure to pay the Listing Fee (for equity debt segment and/or Mutual Fund) by the due date will attract interest @ 12% per annum w.e.f. May 1, 2011.
Service Tax is payable on the listing fee at the applicable rates.
Companies desirous of getting their securities listed at BSE are required to enter into an agreement with BSE called the Listing Agreement, under which they are required to make certain disclosures and perform certain acts, failing which the company may face some disciplinary action, including suspension/delisting of securities. As such, the Listing Agreement is of great importance and is executed under the common seal of a company. Under the Listing Agreement, a company undertakes, amongst other things, to provide facilities for prompt transfer, registration, sub-division and consolidation of securities; to give proper notice of closure of transfer books and record dates, to forward 6 copies of unabridged Annual Reports, Balance Sheets and Profit and Loss Accounts to BSE, to file shareholding patterns and financial results on a quarterly basis; to intimate promptly to the Exchange the happenings which are likely to materially affect the financial 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 Agreement, especially with regard to timely payment of annual listing fees, submission of results, shareholding patterns and corporate governance reports on a quarterly basis . Penal action is taken against the defaulting companies.
10. Cash Management Services (CMS) - Collection of Listing Fees
In order to simplify the system of payment of listing fees, BSE has entered into an arrangement with HDFC Bank for collection of listing fees from 141 locations all over the country.Details of the HDFC Bank branches are available on our website site www.bseindia.com as well as on the HDFC Bank website www.hdfcbank.com This facility is being provided free of cost.
Companies intending to utilize this facility for payment of listing fee should furnish the information (as mentioned below) in the Cash Management Cash Deposit Slip. These slips are available at all the HDFC Bank branches.
|| Client Name
||mention the cheque No & date
|| date on which payment is being deposited with the bank.
|| state the name of the company and the company code No.The last digits mentioned in the Ref. No.
on the Bill is the company code No.e.g If the Ref. No in the Bill is mentioned as : Listing/Alf-
Bill/2004- 2005/4488, then the code No of that company is 4488
||state the bank on which cheque is drawn
|| Drawn on Location
|| Mention the location of the drawee bank.
|| Pickup Location
|| Not applicable
|| No. of Insts
The cheque should be drawn in favour of BSE Limited , and should be payable locally. Companies are requested to mention in the deposit slip, the financial year(s) for which the listing fee is being paid. Payment made through any other slips would not be considered. The above slips will have to be filled in quadruplicate. One acknowledged copy would be provided to the depositor by the HDFC Bank.