In India, it is possible to get the share listed without IPO but for SME sector. SEBI recently made necessary amendment

2. PROPOSAL IN UNION
BUDGET 2013-14
2013-
AGB & Partners
Corporate Counsel & Lawyers

3. PROPOSAL APPROVED BY SEBI
Start up & SME
p
Listing
AGB & Partners
Corporate Counsel & Lawyers

4. OPPORTUNTIES
Better Visibility
Wider Investor base
d I
b
Multiple Funding
Options
Expenses of listing saved
Transformation of listing of start
ups & SME into Institutional
Trading Platform
AGB & Partners
Corporate Counsel & Lawyers

5. “ Institutional trading platform”
gp
Means the trading platform in a SME
exchange for listing and trading of
specified securities of SME for informed
investors.
AGB & Partners
Corporate Counsel & Lawyers

6. CONTD…..
“ Small and Medium Enterprise”
Means a public company including start up
company, that complies with all the
eligibility
g
y
conditions
specified
p
in
regulation 106Y
AGB & Partners
Corporate Counsel & Lawyers

7. AGB & Partners
Corporate Counsel & Lawyers

8. AGB & Partners
Corporate Counsel & Lawyers

9. AGB & Partners
Corporate Counsel & Lawyers

10. ELIGIBILITY FOR IPO
Any one of the following :-
AGB & Partners
Corporate Counsel & Lawyers

11. ELIGIBILITY FOR IPO
Any one of the following :-
AGB & Partners
Corporate Counsel & Lawyers

12. AGB & Partners
Corporate Counsel & Lawyers

13. Possibility of Alternate Funding
without S ifi i
ih
Sacrificing C
Control on
l
Management
Enticing Informed Investors to
participate in Emerging Growth
Story
Ready Exit
Investors
Route
Cheaper Listing
AGB & Partners
Corporate Counsel & Lawyers
to
Outside

14. Listing of Securities on Institutional
Trading Platform
Listing not to be accompanied
by any other issue to public in
whatsoever manner.
Company
Compan not to make any IPO .
an
Private Placement /Right issue
allowed without option for
renunciation of the right.
AGB & Partners
Corporate Counsel & Lawyers

15. PP/Right Issue - Conditions
Receipt of In-principle approval from
p
In-p
p
pp
recognized stock exchange
SR under sub –section (1A) of section 81
of Companies Act 1956
Act, 1956.
Time span for allotment – 2 Months
Explanatory statement to include ::Purpose
Identity of allottees
Nature of securities
Price
Information to be disseminated at
least 15 days prior to General
body meeting
Price not to be less than ::Book value as per last audited B/s
Value as determined by
Independent auditor or merchant
banker AGB & Partners
Corporate Counsel & Lawyers

16. PP/Right Issue - Conditions
No option as to renunciation of
the right
g
Receipt of In-principle approval
from recognized stock exchange
C
Company t di t h a l tt of
to dispatch letter f
offer to its shareholders through
either of the mode.
AGB & Partners
Corporate Counsel & Lawyers

17. Expansion
Stage
IPO
Developing
Stage
Stable Profit
Margins
Growth
Stage
Nascent
Stage
PE Firms hold the
hands of SMEs
Supported by Venture
Capital Firms
High Risk & Lower
Profit Margins
ng
al
portunities
Unlockin the Capita Market Opp
Decline due to
lack of funds
Increase in Sales &
Profit Margin tends to rise
Rise in Profit
as the business expands
AGB & Partners
Profitability
Corporate Counsel & Lawyers

18. Expansion
Stage
Entry of Informed Investors
Developing
Stage
Growth
Stage
Decline / Delay
due to
Stable Profit
lack of funds
Margins
Listing w/o IPO
Nascent
Stage
Supported by Promoter
& promoter’s group
Promoter & promoter’s
group
Listing without IPO
Profitability
ng
al
portunities
Unlockin the Capita Market Opp
PP/ Right Issue
Entry of I f
E
f Informed Profit Margin tends to rise
d
Investors
as the business expands
AGB & Partners
Corporate Counsel & Lawyers

19. AGB & Partners
Corporate Counsel & Lawyers

20. AGB & Partners
Corporate Counsel & Lawyers

21. Preparation of Information Document
Application to BSE for listing on ITP
Hosting of ID on the website of BSE
In-principle Approval by BSE
Signing of Listing Agreement and Other
Documents
Listing of Securities after satisfaction of
conditions of Regulation 106Y
AGB & Partners
Corporate Counsel & Lawyers

22. RISK
FACTORS
BUSINESS
Directors
and KMP
Beneficial
Owners
Promoters
Relationship,
R l ti
hi
Related
Transactions
,etc.
Legal
Proceedings
Declarations
AGB & Partners
Corporate Counsel & Lawyers

23. Companies Act, 1956 and 2013
SEBI (Listing of SS on ITP)
Regulations, 13
SEBI (ICDR) Regulations,
2009
Depositories A 1996
D
i i Act,
Listing Agreement, Rules &
Regulations Laws & Bye Laws
Regulations,
of Stock Exchange
AGB & Partners
Corporate Counsel & Lawyers

24. Initiation
of
Assignment
Conceptual Clarity
–
AGBIANS
Initial Legwork
Initiation
Reconstitution of BOD
Conversion into Public Co.
Issuance of Bonus Shares
Preparation
Document
of
Information
AGB & Partners
Corporate Counsel & Lawyers

25. Conversion of Shares
form f
f
from Ph i l to
Physical
Demat Mode
Completion
of
Secretarial R
S
t i l Records
d
Li i
ith
Liaison with
Exchange
St k
Stock
AGB & Partners
Corporate Counsel & Lawyers

26. 15 – 25
lacs
AGB & Partners
Corporate Counsel & Lawyers

27. Yearly
Budget
would
be
b around 5 -6 lakh
d
6
including
the
appointment
of
Company secretary
p y
y
AGB & Partners
Corporate Counsel & Lawyers

28. SOME FAQ’s
How ?
1.C
1 Can some one take over my business
without my permission
?
AGB & Partners
Corporate Counsel & Lawyers

29. SOME FAQ’s
How ?
2.Can
some one interfere in day
today management of the
Business
?
AGB & Partners
Corporate Counsel & Lawyers

30. SOME FAQ’s
How ?
3.How new funds will come into
?
Company
AGB & Partners
Corporate Counsel & Lawyers

31. SOME FAQ’s
How ?
4.
4 Do I need to pay capital gain tax
t ft listing
on my di t
divestment after li ti
AGB & Partners
Corporate Counsel & Lawyers
?

32. SOME FAQ’s
How ?
5.What will happen if some one
acquires 11 % equity in one
Company
?
11%
AGB & Partners
Corporate Counsel & Lawyers
Equity

33. SOME FAQ’s
How ?
6.What will happen if some one
accumulate 26 % of the equity
AGB & Partners
Corporate Counsel & Lawyers
?

34. SOME FAQ’s
How ?
7.Can I delist after some time ?
Delist
List
AGB & Partners
Corporate Counsel & Lawyers

35. AGB & Partners
Corporate Counsel & Lawyers
Email : agbcorplegal@gmail.com
9811386723