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Listing Application and
      Procedures
     A PRACTICAL STUDY

             BY
      CS NITIN BAGARIA


       1 ST A P R I L 2 0 1 0
Listing Application and Procedures

 Contents :
 Listing Requirements
 Designated Stock
    Exchange
   Pre – Listing Activities
   Listing Activities
   Flow Chart of Activities
   Post – Listing Activities
Listing Application and Procedures

Listing Requirement :
 Regulation 4(2) of SEBI (Issue of Capital and Disclosure
  Requirements) Regulations, 2009 states that No issuer
  shall make a public issue or rights issue of specified
  securities, unless it has made an application to one or
  more recognised stock exchanges for listing of specified
  securities on such stock exchanges and has chosen one of
  them as the designated stock exchange.
  Provided that in case of an initial public offer, the issuer
  shall make an application for listing of the specified
  securities in at least one recognised stock exchange
  having nationwide trading terminals;
Listing Application and Procedures

“Designated Stock Exchange” means a recognised stock
  exchange in which securities of an issuer are listed or
  proposed to be listed and which is chosen by the issuer as a
  designated stock exchange for the purpose of a particular
  issue of specified securities under these regulations,

  Provided that where one or more of such stock exchanges
  have nationwide trading terminals, the issuer shall choose one
  of them as the designated stock exchange;

  Provided further that subject to the provisions of this clause,
  the issuer may choose a different recognised stock exchange
  as a designated stock exchange for any subsequent issue of
  specified securities under these regulations;
Listing Application and Procedures

Role of Issuer vis-à-vis
  Designated Stock
  Exchange
 Filing of Offer Document
 Filing of Due Diligence
  Certificate of MB
 Filing of Underwriting
  Agreement
 Finalising Basis of
  Allotment
Listing Application and Procedures

Flow Chart of Activities
  File DRHP with SEBI and SE
  Obtain SEBI Observations (within 30 days)
  Carry out the changes in the DRHP
  Obtain No-Objection from SEBI (generally 2-5 days)
  Decide Price Band
  File RHP with ROC and also with SEBI for info.
  Obtain ROC Approval with / without changes (generally 1-3
  days)
  Decide Issue Opening and Closing Date (minimum 3 days as
  per ICDR)
  Give Go-ahead to Printers and Mailers
  Advertisements / Publicity
                                                 ….cont.
Listing Application and Procedures

Flow Chart of Activities (continued)
   Issue Opens, Closes
   Obtain Provisional Certificates from bankers to the Issue (generally 2 working days)
   Obtain Final Certificate from bankers to the Issue (generally 3 working days)
   Run rejections with Registrar to the Issue, in presence of MB (1 day)
   Prepare Basis of Allotment (1 day)
   File Basis of Allotment with DSE (Designated Stock Exchange)
   Obtain Approval (1-3 days)
   Intimate NSDL & CDSL for credit of Shares
   Simultaneously do the Refunds
   Obtain Credit Certificate from NSDL & CDSL
   File Listing Application
   Obtain Listing and Trading Permission.



   The necessary formalities for listing and commencement of trading at all stock exchanges where
   the securities are to be listed are taken within seven working days of finalisation of basis of
   allotment;
Listing Application and Procedures

 Appointment of Bankers to the Issue and Refund
 Bankers.
Application money           Bankers to the Issue
without ASBA                (along with application)
                            Kept in Escrow A/c

Application money           Bankers to the Issue
thru ASBA                   (Upon Allotment)
Listing Application and Procedures

 Appointment of Bankers to the Issue and Refund
 Bankers.

Escrow Account                Public Issue A/c
(Bankers to the Issue)        (Bankers to the Issue)
                              Refund A/c
             (Upon Allotment) (Refund Banker)

Application money              Public Issue A/c
thru ASBA                      Bankers to the Issue
(Upon Allotment)
Listing Application and Procedures

 Appointment of Bankers to the Issue and Refund
 Bankers.

Refund Account                Applicants
(Refund Banker)


Public Issue A/c               Company A/c
Bankers to the Issue
(Upon Listing & Trading Permission)
Listing Application and Procedures

 Post Listing Activities
 Upon obtaining Listing and Trading Approvals, the
 merchant banker confirms to the Bankers to the
 Issue by way of copies of listing and trading
 approvals that all formalities in connection with the
 issue have been completed and that the banker is
 free to release the money to the issuer.
Listing Application and Procedures

 Listing Application
Listing Application Form
Listing Agreement
Annexure
Listing Fee
Security Deposit under Cl. 42 of LA
Listing Application and Procedures

 Annexure Required :
Basis of Allotment
Advt. Copies
Shareholding patterns
List of Top Shareholders
Material Contracts and
  Documents
PCS/CA Certificates
Listing Application and Procedures

On the Day of Submission
  of Listing Application :
 Be on TIME
 Try to be calm
 Be prepared with the
  numbers
 KNOW What you file
 Be honest
 Don’t try to outsmart
  them
Listing Application and Procedures

Till Listing is done -
  Till the commencement of listing and trading of the
  specified securities offered through the Issue, all the
  material development in respect of the issuer shall be
  informed through public notices/ advertisements in
  all those newspapers in which pre-issue
  advertisement and advertisement for opening or
  closure of the issue have been given.
Listing Application and Procedures

Failure to get Listing Approval-
The issuer shall refund the moneys raised in the
issue to the applicants, in case of failing to get listing
permission. The issuer shall pay requisite interest
amount if so required under the laws or direction or
order of the Board.
Hold Listing Ceremony
at the Designated Stock
Exchange                   NSE

Publicity /
Advertisement



Interviews
THANK YOU

NITINBAGARIA@GMAIL.COM

    +91-99039 77 933

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Listing Application And Procedures

  • 1. Listing Application and Procedures A PRACTICAL STUDY BY CS NITIN BAGARIA 1 ST A P R I L 2 0 1 0
  • 2. Listing Application and Procedures  Contents :  Listing Requirements  Designated Stock Exchange  Pre – Listing Activities  Listing Activities  Flow Chart of Activities  Post – Listing Activities
  • 3. Listing Application and Procedures Listing Requirement :  Regulation 4(2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 states that No issuer shall make a public issue or rights issue of specified securities, unless it has made an application to one or more recognised stock exchanges for listing of specified securities on such stock exchanges and has chosen one of them as the designated stock exchange. Provided that in case of an initial public offer, the issuer shall make an application for listing of the specified securities in at least one recognised stock exchange having nationwide trading terminals;
  • 4. Listing Application and Procedures “Designated Stock Exchange” means a recognised stock exchange in which securities of an issuer are listed or proposed to be listed and which is chosen by the issuer as a designated stock exchange for the purpose of a particular issue of specified securities under these regulations, Provided that where one or more of such stock exchanges have nationwide trading terminals, the issuer shall choose one of them as the designated stock exchange; Provided further that subject to the provisions of this clause, the issuer may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of specified securities under these regulations;
  • 5. Listing Application and Procedures Role of Issuer vis-à-vis Designated Stock Exchange  Filing of Offer Document  Filing of Due Diligence Certificate of MB  Filing of Underwriting Agreement  Finalising Basis of Allotment
  • 6. Listing Application and Procedures Flow Chart of Activities File DRHP with SEBI and SE Obtain SEBI Observations (within 30 days) Carry out the changes in the DRHP Obtain No-Objection from SEBI (generally 2-5 days) Decide Price Band File RHP with ROC and also with SEBI for info. Obtain ROC Approval with / without changes (generally 1-3 days) Decide Issue Opening and Closing Date (minimum 3 days as per ICDR) Give Go-ahead to Printers and Mailers Advertisements / Publicity ….cont.
  • 7. Listing Application and Procedures Flow Chart of Activities (continued) Issue Opens, Closes Obtain Provisional Certificates from bankers to the Issue (generally 2 working days) Obtain Final Certificate from bankers to the Issue (generally 3 working days) Run rejections with Registrar to the Issue, in presence of MB (1 day) Prepare Basis of Allotment (1 day) File Basis of Allotment with DSE (Designated Stock Exchange) Obtain Approval (1-3 days) Intimate NSDL & CDSL for credit of Shares Simultaneously do the Refunds Obtain Credit Certificate from NSDL & CDSL File Listing Application Obtain Listing and Trading Permission. The necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within seven working days of finalisation of basis of allotment;
  • 8. Listing Application and Procedures  Appointment of Bankers to the Issue and Refund Bankers. Application money Bankers to the Issue without ASBA (along with application) Kept in Escrow A/c Application money Bankers to the Issue thru ASBA (Upon Allotment)
  • 9. Listing Application and Procedures  Appointment of Bankers to the Issue and Refund Bankers. Escrow Account Public Issue A/c (Bankers to the Issue) (Bankers to the Issue) Refund A/c (Upon Allotment) (Refund Banker) Application money Public Issue A/c thru ASBA Bankers to the Issue (Upon Allotment)
  • 10. Listing Application and Procedures  Appointment of Bankers to the Issue and Refund Bankers. Refund Account Applicants (Refund Banker) Public Issue A/c Company A/c Bankers to the Issue (Upon Listing & Trading Permission)
  • 11. Listing Application and Procedures  Post Listing Activities Upon obtaining Listing and Trading Approvals, the merchant banker confirms to the Bankers to the Issue by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer.
  • 12. Listing Application and Procedures  Listing Application Listing Application Form Listing Agreement Annexure Listing Fee Security Deposit under Cl. 42 of LA
  • 13. Listing Application and Procedures  Annexure Required : Basis of Allotment Advt. Copies Shareholding patterns List of Top Shareholders Material Contracts and Documents PCS/CA Certificates
  • 14. Listing Application and Procedures On the Day of Submission of Listing Application :  Be on TIME  Try to be calm  Be prepared with the numbers  KNOW What you file  Be honest  Don’t try to outsmart them
  • 15. Listing Application and Procedures Till Listing is done - Till the commencement of listing and trading of the specified securities offered through the Issue, all the material development in respect of the issuer shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.
  • 16. Listing Application and Procedures Failure to get Listing Approval- The issuer shall refund the moneys raised in the issue to the applicants, in case of failing to get listing permission. The issuer shall pay requisite interest amount if so required under the laws or direction or order of the Board.
  • 17. Hold Listing Ceremony at the Designated Stock Exchange  NSE Publicity / Advertisement Interviews