PROJECT REPORT ON

“Listing of securities”

IN PARTIAL FULFILLMENT OF THE REQUIREMENT

FOR
THE COURSE MASTER OF MANAGEMENT STUDIES

UNIVERSITYOF MUMBAI

SPECIALISATION:
Finance
 http://Pakistanmba.jimdo.com
For Free Downloading of this report and
for more projects,assignments,reports on
Marketing,Management
Marketing Management,
Accounting,
Economics
Human Resource,
Organizational Behaviour,
Financial Management
Cost Accounting
VISIT
http://Pakistanmba.jimdo.com
INDEX

SR NO. TITLE PAGE

NO.
1 LISTING 4

2 BSE – INDIA 5

3 NSE – INDIA 15

4 ASX – AUSTRALIA 33

5 BURSA MALAYSIA – MALASIA 40

6 SINGAPORE – SGX 44

7 USA – NASDAQ 52

8 UK – FTSE 61

LISTING:
It is the process of taking a privately-owned organisation and making the transition to a publicly-
owned entity whose shares can be traded on a stock exchange.
Listing means admission of the 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 ability to have its shares traded on a stock exchange is central to an organisation's decision
to list. The fundamental role of a stock exchange is to bring together in one market place
providers of capital and organisations that require capital.. Providers of capital earn a return on
their investments through dividends and capital growth, thereby increasing the overall wealth of
the nation, while the organisations in which they invest provide jobs and drive the economic
development of Country.
The objectives of listing are mainly to :
• provide liquidity to securities;
• mobilize savings for economic development;
• protect interest of investors by ensuring full disclosures.
These benefits include:
• Access to capital for growth – listing gives one the opportunity to raise capital to fund
acquisitions and/or organic growth.
• Higher public and investor profile – listing generally raises organisation’s public
profile with customers, suppliers, investors and the media. Organisation may also be
covered in analyst reports and may be included in an index.
• Institutional investment – public listing means organisation will find it easier to attract
institutional and professional investors.
• Improved valuation – being listed generates an independent valuation of organisation by
the market.
• A (secondary) market for organisation’s shares – trading of shares on gives
shareholders the opportunity to realise the value of their holdings, which in turn can help
broaden the shareholder base.
• Exit strategy for early stage investors – listing provides a mechanism for founders of a
company, family interests or early stage investors to exit their investment.
 • Alignment of employee/management interests – the process of remunerating the
employees, executives and directors with shares is simplified, making it easier to align
the interests of employees with the goals of the organisation.
• Reassurance of customers and suppliers – organisations listed on generally find that
the perception of their financial and business strength is improved.

READTNESS OF ORGANISATION TO GET LISTED :

• What are the organisation's long-term goals and strategies?
• Are there skill gaps at the senior management and board level?
• How will these be resolved in a listed environment?
• Are directors and senior managers prepared for greater disclosure, accountability and
transparency after listing?
• Is organisation’s culture ready for listing?
• Are there tax issues to be resolved?
• Are strategies in place to retain key employees and key customers?
• What initiatives (e.g. acquisitions) need to be completed before listing?
• Are your operational, financial and management information systems sufficiently robust
for a listed organisation?
• Have you taken account of corporate governance best practice?
• Is the timing right for a listing, in terms both of the business and of market conditions?
• Do you understand what investors and the market expect and require from you?
Answers to these questions will give a good indication of how prepared company is for the
transition to a publicly-listed company.

BSE - INDIA
The Exchange has a separate 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 the Exchange.
A company intending to have its securities listed on the Exchange has to comply with the listing
requirements prescribed by the Exchange. Some of the requirements are as under :
A. Minimum Listing Requirements for new companies.
B. Minimum Listing Requirements for companies listed on other stock exchanges.
C. Minimum Requirements for companies delisted by this Exchange seeking relisting of this
Exchange.
D. Permission to use the name of the Exchange in an Issuer Company's prospectus.
E. Submission of Letter of Application.
F. Allotment of Securities.
G. Trading Permission.
H. Requirement of 1% Security.
I. Payment of Listing Fees.
J. Compliance with Listing Agreement.
K. Compliance with regard to Valuation Certificate for fixing the base price.
L. Cash Management Services (CMS) - Collection of Listing Fees.
A. Minimum Listing Requirements for new companies
The following revised eligibility criteria for listing of companies on the Exchange, through Initial
Public Offerings (IPOs) & Follow-on Public Offerings (FPOs), effective August 1, 2006.
ELIGIBILITY CRITERIA FOR IPOs/FPOs
1. Companies have been classified as large cap companies and small cap companies. A large
cap company is a company with a minimum issue size of Rs. 10 crores and market
capitalization of not less than Rs. 25 crores. A small cap company is a company other
than a large cap company.

a. In respect of Large Cap Companies

i. The minimum post-issue paid-up capital of the applicant company

(hereinafter referred to as "the Company") shall be Rs. 3 crores; and
ii. The minimum issue size shall be Rs. 10 crores; and
 iii. The minimum market capitalization of the Company shall be Rs. 25 crores
(market capitalization shall be calculated by multiplying the post-issue
paid-up number of equity shares with the issue price).

b. In respect of Small Cap Companies

i. The minimum post-issue paid-up capital of the Company shall be Rs. 3

crores; and
ii. The minimum issue size shall be Rs. 3 crores; and
iii. The minimum market capitalization of the Company shall be Rs. 5 crores
(market capitalization shall be calculated by multiplying the post-issue
paid-up number of equity shares with the issue price); and
iv. The minimum income/turnover of the Company should be Rs. 3 crores in
each of the preceding three 12-months period; and
v. The minimum number of public shareholders after the issue shall be 1000.
vi. A due diligence study may be conducted by an independent team of
Chartered Accountants or Merchant Bankers appointed by the Exchange,
the cost of which will be borne by the company. The requirement of a due
diligence study may be waived if a financial institution or a scheduled
commercial bank has appraised the project in the preceding 12 months.

2. For all companies :

a. In respect of the requirement of paid-up capital and market capitalisation, 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 capitalisation (product of issue
price and the post issue number of shares) requirement of the Exchange not being
met, the securities of the issuer would not be listed on the Exchange.
b. The applicant, promoters and/or group companies, should not be in default in
compliance of the listing agreement.
c. The above eligibility criteria would be in addition to the conditions prescribed
under SEBI (Disclosure and Investor Protection) Guidelines, 2000.

B. Minimum Listing Requirements for companies listed on other stock exchanges

The Governing Board of the Exchange at its meeting held on 6th August, 2002 amended the
direct listing norms for companies listed on other Stock Exchange(s) and seeking listing at BSE.
These norms are applicable with immediate effect.
1. The company should have minimum issued and paid up equity capital of Rs. 3 crores.
2. The Company should have profit making track record for last three years. The
revenues/profits arising out of extra ordinary items or income from any source of non-
recurring nature should be excluded while calculating distributable profits.
3. Minimum networth of Rs. 20 crores (networth includes Equity capital and free reserves
excluding revaluation reserves).
4. Minimum market capitalisation of the listed capital should be at least two times of the
paid up capital.
5. The company should have a dividend paying track record for the last 3 consecutive years
and the minimum dividend should be at least 10%.
6. Minimum 25% of the company's issued capital should be with Non-Promoters
shareholders as per Clause 35 of the Listing Agreement. Out of above Non Promoter
holding no single shareholder should hold more than 0.5% of the paid-up capital of the
company individually or jointly with others except in case of Banks/Financial
Institutions/Foreign Institutional Investors/Overseas Corporate Bodies and Non-Resident
Indians.
7. The company should have at least two years listing record with any of the Regional Stock
Exchange.
8. The company should sign an agreement with CDSL & NSDL for demat trading.
C. Minimum Requirements for companies delisted by this Exchange seeking relisting of
this Exchange
The companies delisted by this Exchange and seeking relisting are required to make a fresh
public offer and comply with the prevailing SEBI's and BSE's guidelines regarding initial public
offerings.
D. Permission to use the name of the Exchange in an Issuer Company's prospectus
The Exchange follows a procedure in terms of which companies desiring to list their securities
offered through public issues are required to obtain its prior permission to use the name of the
Exchange in their prospectus or offer for sale documents before filing the same with the
concerned office of the Registrar of Companies. The Exchange has since last three years formed
a "Listing Committee" to analyse draft prospectus/offer documents of the companies in respect
of their forthcoming public issues of securities and decide upon the matter of granting them
permission to use the name of "Bombay Stock Exchange Limited" in their prospectus/offer
documents. The committee evaluates the promoters, company, project and several other factors
before taking decision in this regard.
E. Submission of Letter of Application
As per Section 73 of the Companies Act, 1956, a company seeking listing of its securities on the
Exchange 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.
F. Allotment of Securities
As per Listing Agreement, a company is required to complete allotment of securities offered to
the public within 30 days of the date of closure of the subscription list and approach the Regional
Stock Exchange, i.e. Stock Exchange nearest to its Registered Office for approval of the basis of
allotment.
In case of Book Building issue, 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.
G. Trading Permission
As per Securities and Exchange Board of India Guidelines, the 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 finalisation of Basis of Allotment.
A company should scrupulously adhere to the time limit for allotment of all securities and
dispatch of Allotment Letters/Share Certificates and Refund Orders and for obtaining the listing
permissions of all the Exchanges whose names are stated in its prospectus or offer documents. In
the event of listing permission to a company being denied by any Stock Exchange where it had
applied for listing of its securities, it cannot proceed with the allotment of shares. However, the
company may file an appeal before the Securities and Exchange Board of India under Section 22
of the Securities Contracts (Regulation) Act, 1956.

H. Requirement of 1% Security
The companies making public/rights issues are required to deposit 1% of issue amount with the
Regional 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.
I. Payment of Listing Fees
All companies listed on the Exchange have to pay Annual Listing Fees by the 30th April of every
financial year to the Exchange as per the Schedule of Listing Fees prescribed from time to time.
The schedule of listing fees for the year 2007-2008, prescribed by the Governing Board of the
Exchange is given hereunder

SCHEDULE OF LISTING FEES FOR THE YEAR 2007-2008

Sr. Particulars Amount
No. (Rs.)
1 Initial Listing Fees 20,000
2 Annual Listing Fees
(i) Companies with listed capital* upto Rs. 5 crores
10,000
(ii) AboveRs. 5 crores and upto Rs. 10 crores
15,000
(iii) Above Rs. 10 crores and upto Rs. 20 crores
30,000
3 Companies which have a listed capital* of more than Rs. 20 crores will pay
additional fee of Rs. 750/- for every increase of Rs. 1 crores or part thereof.
4 In case of debenture capital (not convertible into equity shares) of
companies, the fees will be charged @ 25% of the fees payable as per the
above mentioned scales.
*includes equity shares, preference shares, fully convertible debentures, partly convertible
debenture capital and any other security which will be converted into equity shares.

J. Compliance with Listing Agreement

The companies desirous of getting their securities listed are required to enter into an agreement
with the Exchange called the Listing Agreement and they are required to make certain
disclosures and perform certain acts. As such, the 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 copies of unabridged Annual Reports and Balance Sheets to the
shareholders, to file Distribution Schedule with the Exchange annually; to furnish financial
results on a quarterly basis; 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 Department of Corporate Services (Listing Department) of the Exchange 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 quarterly results, shareholding
pattern, maintenance of minimum public shareholding, corporate announcements, corporate
actions, etc. and takes penal action against the defaulting companies.
To facilitate the Companies to submit Corporate Filings, the Exchange has earmarked Ten
Designated Fax Numbers for Corporate Filings. The Companies are advised to submit all
Corporate Filings on these Designated Fax Numbers only. Filings on numbers other than the
Designated Fax Numbers will not be construed as effective compliance and the Exchange will
not be responsible for any consequent delayed uploading of the same on its website. Moreover,
the Exchange may initiate such suitable action as may deem fit in this regard.
K. Compliance with regard to Valuation Certificate for fixing the base price
For the purpose of commencing / re-commencing / determining the ex-price for trading in
securities in cases like de-merger, amalgamation, capital reduction, scheme of arrangements,
revocation of suspension (for suspension of more than 6 months), etc., the Companies are
required to submit a Valuation certificate from the SEBI registered Merchant Banker indicating
the price/ fair value of the shares.

The indicative price/ fair value mentioned in the certificate of SEBI registered Merchant Banker
provided by the company will be considered as base price for applying actual price band / circuit
filters upon the commencement/ re-commencement of trading and for determining the ex-price
for trading in securities.

The Company shall indicate to the Merchant Banker very clearly, that the fair value so calculated
by them is for the purpose of setting the base price upon commencement/ re-commencement of
trading and for determining the ex-price for trading in securities.

L. Cash Management Services (CMS) - Collection of Listing Fees

As a further step towards simplifying the system of payment of listing fees, the Exchange has
entered into an arrangement with HDFC Bank for collection of listing fees, from 141 locations,
situated all over India.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 The above facility
is being provided free of cost to the Companies.

Companies intending to utilise the above facility for payment of listing fee would be required to
furnish the information, (mentioned below) in the Cash Management Cash Deposit Slip. These
slips would be available at all the HDFC Bank centres.
S.No HEAD INFORMATION TO BE PROVIDED
1. Client Bombay Stock Exchange Limited
Name
2. Client Code BSELIST
3. Cheque No. mention the cheque No & date
4. Date date on which payment is being deposited with the bank.
5. Drawer 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
6. Drawee state the bank on which cheque is drawn
Bank
7. Drawn on Mention the location of the drawee bank.
Location
8. Pickup Not applicable
Location
9. No. of Insts Not applicable
 NSE - INDIA
Benefits of Listing on NSE

• A premier market place

• Visibility
• Largest exchange
• Unprecedented reach
• Modern infrastructure
• Transaction speed
• Short settlement cycles
• Broadcast of corporate announcements
• Trade statistics for listed companies
• Investor service centers
• Nominal listing fees
A premier marketplace
The sheer volume of trading activity ensure that the impact cost is lower on the Exchange which
in turn reduces the cost of trading to the investor. NSE’s automated trading system ensure
consistency and transparency in the trade matching which enhances investors confidence and
visibility of our market.

Visibility
The trading system provides unparallel level of trade and post-trade information. The best 5 buy
and sell orders are displayed on the trading system and the total number of securities available
for buying and selling is also displayed. This helps the investor to know the depth of the market.
Further, corporate announcements, results, corporate actions etc are also available on the trading
system.

Largest exchange
NSE is the largest exchange in the county in terms of trading volumes. During the year 2006-
2007, NSE reported a turnover of Rs. 1,945,285 crores in the equities segment.

Unprecedented reach
NSE provides a trading platform that extends across the length and breadth of the country.
Investors from 360 centres can avail of trading facilities on the NSE Trading Network. The
Exchange uses the latest in communication technology to give instant access from every
location.

Modern infrastructure
NSE introduced for the first time in India, fully automated screen based trading. The Exchange
uses a sophisticated telecommunication network with over 9000 trading terminals connected
through VSATs (Very Small Aperture Terminals).

Transaction speed
The speed at which the Exchange processes orders, results in liquidity and best available prices.
The Exchange's trading system on an average processes 8000 orders per minute. The highest
number of trades in a day of 63,89,264 was recorded on october 03, 2007.
Short settlement cycles
The Exchange has successfully completed more than 1900 settlements without any delays.

Broadcast facility for corporate announcements

The NSE network is used to disseminate information and company announcements across the
country. Important information regarding the company is announced to the market through the
Broadcast Mode on the NEAT System as well as disseminated through the NSE website.
Corporate developments such as financial results, book closure, announcements of bonus, rights,
takeover, mergers etc. are disseminated across the country thus minimizing scope for price
manipulation or misuse.

Trade statistics for listed companies

Listed companies are provided with monthly trade statistics for all the securities of the company
listed on the Exchange.

Investor service centers

Six investor-service centers opened by NSE across the country cater to the needs of investors.

Nominal listing fees

The listing fee charged by the Exchange is much lower compared to the listing fees charged by
other exchanges.
Eligibility Criteria for Listing on NSE
An applicant who desires listing of its securities with NSE must fulfill the following pre-
requisites:

 For Initial Public Offerings (IPOs)

 For Securities of Existing Companies
NSE staff welcome the opportunity to discuss a company’s eligibility to list before a formal
application is made. On fulfillment of the eligibility criteria, the company is required to fill in the
listing application form.
IPOs by Companies
Qualifications for listing Initial Public Offerings (IPO) are as below:

1. Paid up Capital
The paid up equity capital of the applicant shall not be less than Rs. 10 crores and the
capitalisation of the applicant’s equity shall not be less than Rs. 25 crores

2. Conditions Precedent to Listing:

The Issuer shall have adhered to conditions precedent to listing as emerging from inter-
alia from Securities Contracts (Regulations) Act 1956, Companies Act 1956, Securities
and Exchange Board of India Act 1992, any rules and/or regulations framed under
foregoing statutes, as also any circular, clarifications, guidelines issued by the appropriate
authority under foregoing statutes.

3. Atleast three years track record of either:

a. the applicant seeking listing; or

b. the promoters/promoting company, incorporated in or outside India or
c. Partnership firm and subsequently converted into a Company (not in existence as a
Company for three years) and approaches the Exchange for listing. The Company
subsequently formed would be considered for listing only on fulfillment of conditions
stipulated by SEBI in this regard.

For this purpose, the applicant or the promoting company shall submit annual reports of
three preceding financial years to NSE and also provide a certificate to the Exchange in
respect of the following:
• The company has not been referred to the Board for Industrial and Financial
Reconstruction (BIFR).
• The networth of the company has not been wiped out by the accumulated losses
resulting in a negative networth
• The company has not received any winding up petition admitted by a court.

The applicant desirous of listing its securities should satisfy the exchange on the
following:
a) No disciplinary action by other stock exchanges and regulatory authorities in past
three years

The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) have not been in default in payment
of listing fees to any stock exchange in the last three years or has not been delisted or
suspended in the past, and has not been proceeded against by SEBI or other regulatory
authorities in connection with investor related issues or otherwise.

b) Redressal Mechanism of Investor grievance

The points of consideration are:

○ The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) track record in redressal of
investor grievances
○ The applicant’s arrangements envisaged are in place for servicing its investor.
○ The applicant, promoters/promoting company(ies), group companies, companies
promoted by the promoters/promoting company(ies) general approach and
philosophy to the issue of investor service and protection
○ Defaults in respect of payment of interest and/or principal to the
debenture/bond/fixed deposit holders by the applicant, promoters/promoting
company(ies), group companies, companies promoted by the
promoters/promoting company(ies) shall also be considered while evaluating a
company’s application for listing. The auditor’s certificate shall also be obtained
in this regard. In case of defaults in such payments the securities of the applicant
company may not be listed till such time it has cleared all pending obligations
relating to the payment of interest and/or principal.
c) Distribution of shareholding

The applicant’s/promoting company(ies) shareholding pattern on March 31 of last three

calendar years separately showing promoters and other groups’ shareholding pattern
 should be as per the regulatory requirements.

d) Details of Litigation

The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) litigation record, the nature of
litigation, status of litigation during the preceding three years period need to be clarified
to the exchange.

e) Track Record of Director(s) of the Company

In respect of the track record of the directors, relevant disclosures may be insisted upon in
the offer document regarding the status of criminal cases filed or nature of the
investigation being undertaken with regard to alleged commission of any offence by any
of its directors and its effect on the business of the company, where all or any of the
directors of issuer have or has been charge-sheeted with serious crimes like murder, rape,
forgery, economic offences etc. ”

Note:
In case a company approaches the Exchange for listing within six months of an IPO, the
securities may be considered as eligible for listing if they were otherwise eligible for listing at
the time of the IPO. If the company approaches the Exchange for listing after six months of an
IPO, the norms for existing listed companies may be applied and market capitalisation be
computed based on the period from the IPO to the time of listing
Eligibility Criteria for Listing
Securities of Existing Companies Checklist for Eligibility
Existing Companies listed on other stock exchanges
1. Paid up Capital & Market Capitalisation

a. The paid-up equity capital of the applicant shall not be less than Rs. 10 crores and
the market capitalisation of the applicant’s equity shall not be less than Rs. 25
crores

Provided that the requirement of Rs. 25 crores market capitalisation under this
 clause 1(a) shall not be applicable to listing of securities issued by Government
Companies, Public Sector Undertakings, Financial Institutions, Nationalised
Banks, Statutory Corporations and Banking Companies who are otherwise bound
to adhere to all the relevant statutes, guidelines, circulars, clarifications etc. that
may be issued by various regulatory authorities from time to time.
or

b. The paid-up equity capital of the applicant shall not be less than Rs. 25 crores (In
case the market capitalisation is less than Rs. 25 crores, the securities of the
company should be traded for at least 25% of the trading days during the last
twelve months preceding the date of submission of application by the company on
at least one of the stock exchanges where it is traded.)
or

c. The market capitalisation of the applicant’s equity shall not be less than Rs. 50
crores.
or

d. The applicant Company shall have a net worth of not less than Rs.50 crores in
each of the three preceeding financial years. The Company shall submit a
certificate from the statutory auditors in respect of networth as stipulated above.
2. Conditions Precedent to Listing:

The applicant shall have adhered to conditions precedent to listing as emerging from
inter-alia, Securities Contracts (Regulations) Act 1956, Companies Act 1956, Securities
and Exchange Board of India Act 1992, any rules and/or regulations framed under
foregoing statutes, as also any circular, clarifications, guidelines issued by the appropriate
authority under foregoing statutes.

3. Atleast three years track record of either:

a. the applicant seeking listing; or or

b. the promoters/promoting company, incorporated in or outside India or
 For this purpose, the applicant or the promoting company shall submit annual reports of
three preceding financial years to NSE and also provide a certificate to the Exchange in
respect of the following:

○ The company has not been referred to the Board for Industrial and Financial
Reconstruction (BIFR)
○ The networth of the company has not been wiped out by the accumulated losses
resulting in a negative networth.
○ The company has not received any winding up petition admitted by a court.
2. The applicant should have been listed on any other recognised stock exchange for atleast
last three years

3. The applicant has paid dividend in atleast 2 out of the last 3 financial years immediately
preceding the year in which listing application has been made

or

The applicant has distributable profits ( as defined under section 205 of the Companies
Act, 1956) in at least two out of the last three financial years (an auditors certificate must
be provided in this regard).
or
The networth of the applicant is atleast Rs. 50 crores

While considering the profitability / ability to distribute dividend, the non recurring
income/extraordinary income shall be excluded from the total income. Further in case of
companies where networth criteria is satisfied on account of shares being issued at a
premium for consideration other than cash, such cases be referred to the Listing Advisory
Committee (LAC) for consideration.
applicable for listing of:

a) Equity shares and securities convertible into equity issued by

i. a banking company including a local area bank (i.e. Private Sector Banks) set up under
sub-clause (c) of Section 5 of the Banking Regulation Act, 1949 and which has received
 license from the Reserve Bank of India or

ii. a corresponding new bank set up under the Banking Companies (Acquisition and
Transfer of Undertakings) Act, 1970, Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1980, State Bank of India Act, 1955 and the State Bank of India
(Subsidiary Banks) Act, 1959 (i.e. Public Sector Banks) or

iii. an infrastructure company – (a) whose project has been appraised by a Public
Financial Institution or Infrastructure Development Finance Corporation (IDFC) or
Infrastructure Leasing and Financial Services Limited (IL&FS) and (b) not less than 5%
of the project cost is financed by any of the institutions referred to in clause (a) above,
jointly or severally, irrespective of whether they appraise the project or not, by way of
loan or subscription to equity or a combination of both.

b) Securities other than equity shares or securities convertible into equity shares at a later
date issued by Government Companies, Public Sector Undertakings, Financial
Institutions, Nationalised Banks, Statutory Corporations, Banking Companies and
subsidiaries of Scheduled Commercial Banks.”

4. The applicant desirous of listing its securities should also satisfy the Exchange on the
following:

a. No Disciplinary action has been taken by other stock exchanges and

regulatory authorities in the past three years

The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) have not been in default in
payment of listing fees to any stock exchange in the last three years or has not
been delisted or suspended in the past and has not been proceeded against by
SEBI or other regulatory authorities in connection with investor related issues or
otherwise.
b. Redressal mechanism of Investor grievance

The points of consideration are:

 The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) track
record in redressal of investor grievances

 The applicant’s arrangements envisaged are in place for servicing its

investor

 The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) general
approach and philosophy to the issue of investor service and protection

 defaults in respect of payment of interest and/or principal to the

debenture/bond/fixed deposit holders by the applicant,
promoters/promoting company(ies), group companies, companies
promoted by the promoters/promoting company(ies) shall also be
considered while evaluating a company’s application for listing. The
auditor’s certificate shall also be obtained in this regard. In case of defaults
in such payments, the securities of the applicant company may not be
listed till such time it has cleared all pending obligations relating to the
payment of interest and/or principal.

c. Distribution of shareholding

The applicant company/promoting company(ies) shareholding pattern on March

31 of preceding three years separately showing promoters and other groups’
shareholding pattern should be as per the regulatory requirements.

d. Details of Litigation

The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) litigation record, the nature
 of litigation, status of litigation during the preceding three years need to be
clarified to the exchange.

e. Track Record of Director(s) of the Company

In respect of the track record of the directors, relevant disclosures may be insisted
upon in the offer document regarding the status of criminal cases filed or nature of
the investigation being undertaken with regard to alleged commission of any
offence by any of its directors and its effect on the business of the company,
where all or any of the directors of issuer have or has been charge-sheeted with
serious crimes like murder, rape, forgery, economic offences etc.

f. Change in Control of a Company/Utilisation of funds raised from public

In the event of new promoters taking over listed companies which results in
change in management and/or companies utilising the funds raised through public
issue for the purposes other than those mentioned in the offer document, such
companies shall make additional disclosures (as required by the Exchange) with
regard to change in control of a company and utilisation of funds raised from
public.

Note:

a) Where an unlisted company merges with a company listed on other stock

exchanges and the merged entity seeks listing on the NSE, the Exchange may
grant listing to the merged entity only if the listed company (prior to the merger
with the unlisted company) meets all the criteria for listing on its own account or
the unlisted company meets the requirements for listing on the Exchange, except
for the market capitalisation condition, on its own account. In case either of the
above conditions are not met then such company may be considered for listing
after a minimum period of 18 months or after the publication of two annual
reports whichever is later, provided it satisfies the criteria at that point of time.
 Listing Procedure
An Issuer has to take various steps prior to making an application for listing its securities on the
NSE. These steps are essential to ensure the compliance of certain requirements by the Issuer
before listing its securities on the NSE. The various steps to be taken include:
• Approval of Memorandum and Articles of Association
• Approval of draft prospectus
• Submission of Application
• Listing conditions and requirements
In case the company fulfils the criteria, please send the following information for further
processing :

1. A brief note on the promoters and management.

2. Company profile.
3. Copies of the Annual Report for last 3 years.
4. Copies of the Draft Offer Document.
5. Memorandum & Articles of Association.

Listing Procedure
Approval of Memorandum and Articles of Association
Rule 19(2) (a) of the Securities Contracts (Regulation) Rules, 1957 requires that the Articles of
Association of the Issuer wanting to list its securities must contain provisions as given hereunder.

The Articles of Association of an Issuer shall contain the following provisions namely:
a. That there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law;
b. That a common form of transfer shall be used;
c. that fully paid shares shall be free from all lien and that in the case of partly paid shares the
Issuer's lien shall be restricted to moneys called or payable at a fixed time in respect of such
shares;
d. That registration of transfer shall not be refused on the ground of the transferor being either alone
or jointly with any other person or persons indebted to the Issuer on any account whatsoever;
e. That any amount paid up in advance of calls on any share may carry interest but shall not in
respect thereof confer a right to dividend or to participate in profits;
f. That option or right to call of shares shall not be given to any person except with the sanction of
the Issuer in general meetings.
g. Permission for Sub-Division/Consolidation of Share Certificate.
Note: The Relevant Authority may take exception to any provision contained in the Articles of
Association of an Issuer which may be deemed undesirable or unreasonable in the case of a
public company and may require inclusion of specific provisions deemed to be desirable and
necessary.

If the Issuer's Articles of Association is not in conformity with the provisions as stated above, the
Issuer has to make amendments to the Articles of Association. However, the securities of an
Issuer may be admitted for listing on the NSE on an undertaking by the Issuer that the
amendments necessary in the Articles of Association to bring Articles of Association in
conformity with Rule 19(2)(a) of the Securities Contract (Regulation) Rules, 1957 shall be made
in the next annual general meeting and in the meantime the Issuer shall act strictly in accordance
with prevalent provisions of Securities Contract (Regulation) Act, 1957 and other statutes.

It is to be noted that any provision in the Articles of Association which is not in tune with sound
corporate practice has to be removed by amending the Articles of Association.

Listing Procedure
Approval of draft prospectus
The Issuer shall file the draft prospectus and application forms with NSE. The draft prospectus
should have been prepared in accordance with the statutes, notifications, circulars, guidelines,
etc. governing preparation and issue of prospectus prevailing at the relevant time. The Issuers
may particularly bear in mind the provisions of Companies Act, Securities Contracts
(Regulation) Act, the SEBI Act and the relevant subordinate legislations thereto. NSE will peruse
the draft prospectus only from the point of view of checking whether the draft prospectus is in
accordance with the listing requirements, and therefore any approval given by NSE in respect of
the draft prospectus should not be construed as approval under any laws, rules, notifications,
circulars, guidelines etc. The Issuer should also submit the SEBI acknowledgment card or letter
indicating observations on draft prospectus or letter of offer by SEBI.

Listing Procedure :
Submission of Application :
For Issuers listing on NSE for the first time
Listing of further Issues by Issuers already listed on NSE
Listing Fees
Security deposit (for new & fresh issues and when NSE is the Regional Stock Exchange)
Supporting documents
Submission of Application (For Issuers listing on NSE for the first time)
Issuers desiring to list existing/new securities on the NSE shall make application for admission
of their securities to dealings on the NSE in the forms prescribed in this regard as per details
given hereunder or in such other form or forms as the Relevant Authority may from time to time
prescribe in addition thereto or in modification or substitution thereof.

Appendix 'A' - Clauses of Articles of Association.

Appendix 'B'- Application Letter for Listing.
Appendix 'C-1' - Listing Application providing pre-issue details of securities.
Appendix 'C-2' - Listing Application providing post-issue details of securities.
Appendix 'D'- Checklist for supporting documents ( as applicable to the issuer)
Appendix 'E' - Schedule of Distribution
Appendix 'F'- Listing Agreement
Submission of Application (Listing of further Issues by Issuers already listed on NSE)
Issuers whose securities are already listed on the NSE shall apply for admission to listing on the
NSE of any further issue of securities made by them. The application for admission shall be
made in the forms prescribed in this regard or in such other form or forms as the Relevant
Authority may from time to time prescribe in addition thereto or in modification or substitution
thereof.

Appendix 'E' - Schedule of Distribution

Appendix 'G'- Application Letter for Listing of further issues.
Appendix 'H' - Listing Application providing details of securities.
Appendix 'I' - Checklist for supporting documents submitted (as applicable)
Listing Fees
The listing fees depend on the paid up share capital of the Company:

Particulars Amount (Rs.)

Initial Listing Fees 7,500
Annual Listing Fees
Companies with paid up share and/or debenture capital:
Of Rs.1 crore 4,200
Above Rs.1 crore and up to Rs.5 crores 8,400
Above Rs.5 crores and up to Rs.10 crores 14,000
Above Rs.10 crores and up to Rs.20 crores 28,000
Above Rs.20 crores and up to Rs.50 crores 42,000
Above Rs.50 crores 70,000

Companies which have a paid up capital of more than Rs. 50 crores will pay additional listing
fees of Rs. 1400 for every increase of Rs. 5 crores or part thereof in the paid up share/debenture
capital.

Submission of Application (Security Deposit)

(Payable only for new and fresh issues and only when NSE is the Regional Stock Exchange)

The Relevant Authority shall not grant admission to dealings of securities of an Issuer which is
not listed or of any new (original or further) issue of securities of an Issuer excepting Mutual
Funds, which is listed on the NSE unless the Issuer deposits and keeps deposited with the NSE
(in cases where the securities are offered for subscription, whether through the issue of a
prospectus, letter of offer or otherwise, and NSE is the Regional Stock Exchange for the Issuer)
an amount calculated at 1% of the amount of securities offered for subscription to the public and
or to the holders of existing securities of the Issuer, as the case may be for ensuring compliance
by the Issuer within the prescribed or stipulated period of all requirements and conditions
hereinafter mentioned and shall be refundable or forfeitable in the manner hereinafter stated:
1. The Issuer shall comply with all prevailing requirements of law including all
requirements of and under any notifications, directives and guidelines issued by the
Central Government, SEBI or any statutory body or local authority or any body or
authority acting under the authority or direction of the Central Government and all
prevailing listing requirements and conditions of the NSE and of each recognized Stock
Exchange where the Issuer has applied for permission for admission to dealings of the
securities, within the prescribed or stipulated period;

2. If the Issuer has complied with all the aforesaid requirements and conditions including,
wherever applicable, its obligation under Section 73 (or any statutory modification or re-
enactment thereof) of the Companies Act, 1956 and obligations arising therefrom, within
the prescribed or stipulated period, and on obtaining a No Objection Certificate from
SEBI and submitting it to NSE , NSE shall refund to the Issuer the said deposit without
interest within fifteen days from the expiry of the prescribed or stipulated period;

3. If on expiry of the prescribed or stipulated period or the extended period referred to

hereafter, the Issuer has not complied with all the aforesaid requirements and conditions,
the said deposit shall be forfeited by the NSE, at its discretion, and thereupon the same
shall vest in the NSE. Provided the forfeiture shall not release the Issuer of its obligation
to comply with the aforesaid requirements and conditions;

4. If the Issuer is unable to complete compliance of the aforesaid requirements and

conditions within the prescribed or stipulated period, the NSE, at its discretion and if the
Issuer has shown sufficient cause, but without prejudice to the obligations of the Issuer
under the laws in force to comply with any such requirements and conditions within the
prescribed or stipulated period, may not forfeit the said deposit but may allow such
further time to the Issuer as the NSE may deem fit; provided that

a. the Issuer has at least ten days prior to expiry of the prescribed or stipulated
period applied in writing for extension of time to the NSE stating the reasons for
non-compliance, and

b. the Issuer, having been allowed further time by the NSE, has before expiry of the
prescribed or stipulated period, published in a manner required by the NSE, the
fact of such extension having been allowed; provided further that where the NSE
has not allowed extension in writing before expiry of the prescribed or stipulated
 period, the request for extension shall be deemed to have been refused; provided
also that any such extension shall not release the Issuer of its obligations to
comply with the aforesaid requirements and conditions.
2. 50% of the above mentioned security deposit should be paid to the NSE in cash. The
balance amount can be provided by way of a bank guarantee, in the format prescribed by
or acceptable to NSE. The amount to be paid in cash is limited to Rs.3 crores
Submission of Application (Supporting Documents)
Issuers applying for admission of their securities to dealings on the NSE shall submit to the NSE
the following:
• Documents and Information
The documents and information prescribed in Appendix D or Appendix I (as the case may
be) to this Regulation or such other documents and information as the Relevant Authority
may from time to time prescribe, in addition thereto or in modification or substitution
thereof together with any other documents and information which the Relevant Authority
may require in any particular case;

• Distribution Schedules
Distribution Schedules duly completed in respect of each class and kind of security in the
form prescribed in Appendix E (Table I, II & III) to this Regulation or in such other form
or forms as the Relevant Authority may from time to time prescribe in addition thereto or
in modification or substitution thereof.
Listing conditions and requirements
All Issuers whose securities are listed on the NSE shall comply with the listing conditions and
requirements contained in the Listing Agreement Form appearing in Appendix F to this
Regulation or such other conditions and requirements as the Relevant Authority may from time
to time prescribe in addition thereto or in modification or substitution thereof.
 ASX - AUSTRALIA
Listing on ASX
Organisations listing Procedure at ACX:
The timetable for listing depends on the complexity and scale of the transaction, how
quickly the listing can be prepared and how quickly funds are received from investors. The
amount of time taken to list can range from three months to two years, with six months being
typical.
ADVANTAGE ON ASX
In addition to these benefits, the choice of ASX as the market on which to list offers particular
advantages.
• Scale – As the 8th largest equity market in the world, ASX is able to attract international
investors.
• Reputation - ASX has an international reputation for conducting markets of integrity,
ensuring vital investor confidence in our markets.
• World class systems – ASX markets are driven by leading edge electronic trading,
settlement and registry systems.
• Inclusion in S&P/ASX indices – organisations listed on ASX may be included in a range
of S&P/ASX indices. Many institutions use indices as a benchmark for the performance
of their investment funds, and portfolios will hold shares included in that index.
Organization must also meet specific requirements set out in the ASX listing rules in order to be
eligible to list. These requirements include a set of minimum admission criteria, including
structure, size and number of shareholders.
Key criteria for organisation needed to be eligible for listing:
Admission criteria General requirement
Minimum 500 investors @ A$2000
or
Number of shareholders
Minimum 400 investors @ A$2000 and
25% held by unrelated parties
Company size A$1 million net profit over past 3 years +

Profit test A$400,000 net profit over last 12 months

or
Asst test A$2 million Net Tangible Assets
or
A$10 million market capitalisation

Cost of Listing :
ASX Equity Listing Fees are linked to organization’s value - that is, the amount of capital raised
and the total market capitalization of organization.
Most organizations listing are subject to the following three types of Equity Listing Fees:
1. Initial Listing Fees – payable at the time of listing the organization.
2. Annual Listing Fees – payable annually by the organization to remain listed
3. Subsequent Listing Fees – payable if the organization raises additional capital once listed.
It should be noted that at the time of (initial) listing, the organization will need to pay an Initial
Listing Fee and a pro-rata Annual Listing Fee for the remainder of the financial year. In the
following financial years, the full Annual Listing Fee will apply.
ASX’s Initial and Annual Listing Fees are calculated based on an organisation’s total
capitalisation, whereas Subsequent Listing Fees are based on the amount of capital raised. The
following example illustrates the difference:
Company X decides to List. Company X has 100 shares on issue, of which the owners decide to
sell 50 at $1.00 each to raise $50.00. For this IPO, Company X will pay an Initial Listing Fee and
a pro-rata Annual Listing Fee.
Although only $50.00 was raised, Initial and pro-rata Annual Listing Fees are calculated using
Company X’s total market capitalisation of $100.00 (being 100 shares at $1.00 each).
The following year, Company X’s share rises to $1.20. The Annual Listing Fee is calculated
based on the total market capitalisation of $120.00 (being 100 shares at $1.20 each).
Later that year, Company X decided to raise an additional $23.00 to buy (for cash) Company Y.
To fund this acquisition, Company X issues 20 new shares at $1.15 each. Company X’s
Subsequent Listing Fee is calculated based on the amount of new capital raised ($23.00).
One should also consider that there are other non-ASX costs associated with Listing and raising
capital.
This information is provided for general information purposes only. Some exceptions to the
policy described above exist – different fee schedules will apply in the cases of debt listings,
Foreign Exempt Listings, and those listed funds choosing to pay fees according to the Listed
Managed Investments fee schedule.
ASX Equity Listings Fee Calculator
Choose a Fee Calculation
Initial Listing Fees

Number of Securities
1000 1,000
Value Per Security
1 000 $1.000
$ .
Total Value
$1,000.00
Initial Fee Payable $
$13,310

ASX Equity Listings Fee Calculator

Choose a Fee Calculation
Annual Listing Fees

Number of Securities
1000 1,000
Value Per Security
1 000 $1.000
$ .
Already Listed?
Total Value
$1,000.00
Annual Fee Payable $
$7,450

ASX Equity Listings Fee Calculator

Choose a Fee Calculation
Subsequent Listing Fees

Number of Securities
1000 1,000
Value Per Security
1 000 $1.000
$ .
Total Value
$1,000.00
Subsequent Fee Payable $
$1,200
For initial public offering (IPO) the following steps involved:
Step 1: Appoint advisers
Step 2: Talk to ASX
Step 3: Prepare and lodge prospectus
Step 4: Apply to list

Step 1: Appoint advisers

Professional advisers play an integral role in achieving a successful listing. They can help with a
wide range of issues including legal, financial, accounting, valuation, prospectus preparation, due
diligence, underwriting and marketing of the IPO. There are also specialist advisers such as
independent valuation experts for specific industries such as the mining industry.

Professional advisers may be able to assist with:

• Corporate structure, prospectus, and legal matters - can include the structure of the
management and board, Corporate governance structures, the organisation's constitution,
prospectus preparation and the due diligence process
• Financial matters – can include preparation of historical accounts, forecasts, taxation
issues and the valuation of assets
Marketing and distribution of securities – can include

FOR COMPLETE REPORT AND

DOWNLOADING

VISIT

HTTP://PAKISTANMBA.JIMDO.COM