SEBI vide circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016 prescribed procedures for removal of names of Exclusively Listed Companies (ELCs) from Dissemination Board of Nationwide Stock Exchanges.
SEBI has now issued circular SEBI/HO/MRD/DSA/OW/P/2017/7699/2 dated April 06, 2017 clarifying certain issues faced by the Exclusively Listed Companies (ELCs) placed on Dissemination Board of Nationwide Stock Exchanges.
A copy of the SEBI circular SEBI/HO/MRD/DSA/OW/P/2017/7699/2 dated April 06, 2017 is attached herewith for ready reference and the same would be accessible on BSE website.
For further details, you may contact the following at BSE.
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Mr. Atul Dhotre - Manager – Listing
Mail id : atul.dhotre@bseindia.com /
direct.listing@bseindia.com
Tel. No.: +91-22-22728934
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Ms. Siddiqa Raeen – Listing
Mail id : Siddiqa.Raeen@bseindia.com /
direct.listing@bseindia.com
Tel. No.: +91-22-22728154
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Some Frequently Asked Questions (FAQs) related to implementation of SEBI circular are given below
Khyati Shah
Dy. General Manager
April 7, 2017
Frequently Asked Questions (FAQs)
Question
1) Documents required for removal of Name of the Exclusively Listed Companies (ELCs) from the Dissemination Board (DB) of BSE Ltd. (BSE) if same is currently listed on Calcutta Stock Exchange (CSE)
i) A request letter, on company letter-head, seeking removal of name from DB. ELC to mention its details like Name, registered office address, PAN, TAN, CIN, details of contact person.
ii) Certified True copy from the CSE confirming currently the company is listed with CSE.
iii) ELC to ensure that its name appears on the website of CSE.
Question
2) Name of the Exclusively Listed Company (ELC) is appearing on the Dissemination Board (DB) of BSE Ltd but the ELC is willing to get listed on Nationwide Stock Exchange other than the Designated Stock Exchange?
The company may get listed on Nationwide Stock Exchange other than Designated, however, the name of the ELC will be removed from DB upon listing of such ELC on Nationwide Stock Exchange and only on receipt of following documents/details from ELC:
(1) Certified True copy of Listing and trading approval letter issued by the Nationwide Stock Exchange.
(2) Certified True copy of listing and trading notice issued by nationwide Stock Exchange.
(3) ELC to ensure that its name appears on the website of the Nationwide Stock Exchange after listing.
Question
3) The ELC is registered under BIFR / under winding up, court proceeding pertaining to BIFR / winding up are still pending will the name of the ELC be removed by BSE from its DB?
No. However, in case the ELC is registered under BIFR/under winding up and where court proceedings are involved, designated stock Exchange after obtaining relevant documents may keep such ELC on hold till the court proceedings are complete.
Question
4) The ELC had already started the process of providing “Exit” to the investors before SEBI circular of October 10, 2016, will such ELC be removed from the DB of BSE on completion of the Exit offer?
In this regard, it may be noted that Exchange can accede to the request of the ELC, provided the procedure followed by the ELC is in conformity to the Exit mechanism specified in SEBI circular dated October 10, 2016.
Such ELC shall make an application to the Exchange in enclose format (Annexure- I). If Exchange is satisfied that procedure followed by ELC is in conformity to the Exit mechanism specified in SEBI circular dated October 10, 2016 then Exchange may accede to the request of the ELC to remove the name from DB, else the name of the ELC would continue on the DB of BSE. BSE would also have the rights to seek additional documents / clarifications as deem fit.
Annexure - I
(On Company Letter-Head)
Application from the Managing Director/ Whole Time Director / Company Secretary
To,
Head - Listing Operations,
BSE Limited,
P. J. Towers, Dalal Street, Fort,
Mumbai – 400 001.
Dear Sir, Date :
Letter from the Managing Director/ Whole Time Director / Company Secretary, of ELC informing BSE that the company had already started the process of providing Exit to its investors before SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016
I, Mr. / Mrs / Ms. <___________________________> Name of Managing Director / Whole Time Director / Company Secretary, an Indian Inhabitant, aged about <_______________> residing at ______________________________________________________________________________
having PAN <____________________________> in the capacity of <Managing Director / Whole Time Director / Company Secretary> hereby inform BSE on behalf of ____________<name of the Exclusively Listed Company (ELC)> - (ELC) that we had started the process of providing “Exit” to our investors before SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016.
We undertake and confirm that we have followed the Exist Mechanism specified in SEBI Circular dated October 10, 2016.
Please find hereunder details of the company and the Exit mechanism followed:
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S. No.
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Particulars
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Details to be filled in by the ELC
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1
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Name of the Exclusively Listed Company (ELC)
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2
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Date of incorporation
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3
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Place of incorporation
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4
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CIN of the ELC
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5
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PAN of the ELC
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6
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TAN of the ELC
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7
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Name of all the Stock Exchange where listed prior to shift to Dissemination Board
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8
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Address of Registered Office of the ELC
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Tel. Nos.
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Fax Nos.
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Email id.
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Web-site
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9
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Certified True copy of Board Resolution passed for providing the Exit
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10
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Details of contact person whom the BSE would contact for clarification
Name
Tel No
Cell No.
Mail ID
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We confirm that we have completed the following procedure
with regards to the Exit opportunity and in our view the same is in conformity to the Exit mechanism prescribed in SEBI circular dated October 10, 2016.
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S. No.
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Particulars
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Yes / No
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Provide Clarification / Explanation, if required.
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1
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Did the promoters of the Exclusively Listed Company (ELC) appoint Independent Valuers?
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2
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If answer to point no 1 is Yes, whether said Independent Valuer was a SEBI Registered Category I Merchant Bankers. Give details of the Independent Valuer appointed.
If answer to point no 1 is No, How was the Fair Value determined and by whom?
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3
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Did these Independent Valuers determine the positive fair value of the company? If yes, what was the fair value? During which period / date
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4
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If the fair value determined was positive did the promoters acquire the shares from investors at the determined fair value? If no then at what price.
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5
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Did the promoters of the company complete the entire process with in seventy five days as stipulated in SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016
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6
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Did the promoter of the company make public announcement in at least one national daily with wide circulation and one regional language newspaper of the region where the exited stock exchange was located.
If yes. Kindly provide the details and also share a copy of the same.
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7
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If point no 6 is Yes. Did the public announcement contain material information of the fact of exit opportunity? Giving details as mentioned in clause V and Vi of Annexure – A of SEBI circular dated October 10, 2016
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8
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Did the promoters open any escrow account as stated in clause Vii of Annexure – A of SEBI circular dated October 10, 2016. If yes what is the status of said account. Kindly provide the details like account no, bank name & Branch, date of account opening and / or details of bank guarantee
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9
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Did the offer remained open for minimum working days as provided in SEBI circular dated October 10, 2016?
If no then for how many days did the offer remain open? Specify the period
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10
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A certificate from the MD/CS of the company confirming the flowing:
a) Total public shareholding with percentage at the time of giving exit offer
b) How many shares were tendered under the exit offer.
c) How many shares were accepted by the promoter under the exit offer.
d) Total public shareholding with percentage post exit offer
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11
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Did the promoters make payment of consideration within fifteen working days from date of completion of offer? If yes kindly provide confirmation from MD/CS of the company in this regard.
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Thanking you,
Yours faithfully,
Signature of Authorised Signatory
Name and Designation of the official
Seal of the company |