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Markets exist to facilitate the purchase and sale of goods and services. The financial market
exists to facilitate sale and purchase of financial instruments and comprises of two major
markets, namely the capital market and the money market. The distinction between capital
market and money market is that capital market mainly deals in medium and long-term
investments (maturity more than a year) while the money market deals in short term
investments (maturity upto a year).

Capital market can be divided into two segments viz. primary and secondary. The primary
market is mainly used by issuers for raising fresh capital from the investors by making initial
public offers or rights issues or offers for sale of equity or debt. The secondary market
provides liquidity to these instruments, through trading and settlement on the stock

Capital market is, thus, important for raising funds for capital formation and investments and
forms a very vital link for economic development of any country. The capital market
provides a means for issuers to raise capital from investors (who have surplus money
available from saving for investment). Thus, the savings normally flow from household
sector to business or Government sector, which normally invest more than they save.

A vibrant and efficient capital market is the most important parameter for evaluating health of
any economy.


‡ To mobilize resources for investments.

‡ To facilitate buying and selling of securities.

‡ To facilitate the process of efficient price discovery.

‡ To facilitate settlement of transactions in accordance with the predetermined time


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(1)‘Primary Market
(2)‘Secondary Market

The primary markets deals with Initial Public Offer (IPO). The secondary market deals with
the trading of shares on the stock exchanges.

The stock exchange is a place where the shares are listed. It provides a common platform for
the buyers and sellers.

Previously there was no regulator for the capital markets in India. Trading used to happen in
those days also. But, it was a one way route. Now, every company that issues shares to the
public must get its shares listed on a recognized stock exchange. In 1956, the Government of
India enacted a law called Securities Contracts (Regulations), 1956, which came into force
with effect from February 1957. Among other things, this law regulated operations of stock
exchanges and listing of public issues. The Controller of Capital Issues fixed the price of
shares issued by any company. Normally, the Controller used to permit a small premium that
could be charged by a company while issuing shares to the public.

However, with the changing economic scenario and with the opening up of the Indian
economy, the country witnessed huge influx of foreign capital. This resulted in growth in the
number of listing of companies on the stock exchanges. Alternatively it also led to demand
from several India-based MNCs that they should be permitted to delist their shares. The
reason remains the non-performance of the shares on the stock exchange and in case of
merger and acquisition of one company with the other. To consider the prevailing position in
respect of delisting, SEBI appointed a committee to study the whole issue and, as a result,
issued guidelines for delisting of securities in 2003.

As mentioned earlier, capital markets in India or securities market in India has two
interdependent and inseparable segments, the new issues (primary) market and the stock
(secondary) market.

The primary market provides the channel for creation and sale of new securities, while the
secondary market deals in securities previously issued. The securities issued in the primary
market are issued by the public limited companies or by the government agencies. The
resources in this kind of market are mobilized either through the public issue or through
private placement route. It is a public issue if anybody and everybody can subscribe for it,
whereas if the issue is made available to a selected group of persons it is termed as private
placement. These are two major types of issuers of securities, the corporate entities who issue
mainly debt and equity instruments and the government (central as well as state) who issue
debt securities (dated securities and treasury bills).

The secondary market enables participants who hold securities to adjust their holdings in
response to changes in their assessment of risks and returns. Once the new securities are
issued in the primary market they are traded in the stock (secondary) market. The secondary
market operates through two mediums, namely, the over-the-counter (OTC) market and the
exchange traded market. OTC markets are informal markets where trades are negotiated.
Most of the trades in the government securities are in the OTC market. All the spot trades
where securities are traded for immediate delivery and payment takes place in the OTC
market. The other option is to trade using the infrastructure provided by the stock exchanges.

Following the implementation of reforms in the securities industry in the past years, Indian
stock markets have stood out in the world ranking. India has the distinction of having the º
% ""  & As per @  
, India ranked 8th in terms of market capitalization and 15th in terms of turnover ratio as
of December 2007.

The following figures are illustrative of the above1:

Particulars USA UK Japan Germany Singapore Hongkong China India2

No. of listed 5,130 2,588 3,844 658 472 1,029 1,530 4,887
Market 19,947 3,859 4,453 2,106 353 1,163 6,226 1,819
(US $ bn)

Listed companies in India pertains to BSE

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Listing of securities with stock exchange is a matter of great importance for companies and
investors, because this provides the liquidity to the securities in the market.

The prices at which the securities are traded in the stock exchange are published in the News
papers. Investors are able to know these prices trends from such publications. Compared to
listed securities the trading of unlisted securities is difficult. The price trends in respect of
unlisted securities are seldom known to the investors and the contract between the seller and
the buyer takes place mostly on one to one basis.

Thus, in order to avail of the benefit of listing the company seeking such listing should be
applied as per conditions of listing agreement entered into with stock exchange. It is open to
companies to get their securities listed in their Regional stock exchanges and one or more of
the stock exchanges in the country under this Act. Company seeking listing with stock
exchanges in other countries shall have to follow the rules and regulations of those

A company, desirous of listing its securities on the Exchange, shall be required to file an
application, in the prescribed form, with the Exchange before issue of Prospectus by the
company, where the securities are issued by way of a prospectus or before issue of 'Offer for
Sale', where the securities are issued by way of an offer for sale. The company shall be
responsible to follow all the requirements specified in the Companies Act, the listing norms
issued by SEBI from time to time and such other conditions, requirements and norms that
may be in force from time to time and included hereafter in these Bye-laws and Regulations
to make the security eligible to be listed and for continuous listing on the Exchange.

Only Public companies are allowed to list their securities in the stock exchange. Private
Limited companies cannot get listing facility. They should first convert themselves into
public limited companies and their Articles of Association should also contain prohibitions as
laid down in the listing agreement and as applicable to public limited companies.

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†Listing means admission of securities of an issuer to trading privileges on a stock exchange

through a formal agreement. The prime objective of admission to dealings on the Exchange is
to provide liquidity and marketability to securities, as also to provide a mechanism for
effective management of trading.´4

†Listing means admission of securities to dealings on a recognized stock exchange. The

securities may be of limited company, central or state government, quasi government and
other financial institutions/corporations.´5

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Listing of securities falls under 5 groups:

(1)  %# If the shares or securities are to be listed for the first time by a
company on a stock exchange is called initial listing.

(2) % "   # When a company whose shares are listed on a stock
exchange comes out with a public issue of securities, it has to list such issue with the stock

(3) % "

%  # When companies whose securities are listed on the stock
exchange issue securities to existing shareholders on rights basis, it has to list such rights
issues on the concerned stock exchange.

(4) % " . # Shares issued as a result of capitalization of profit through
bonus issue shall list such issues also on the concerned stock exchange.

(5) % " %  %# When new shares are issued by an
amalgamated company to the shareholders of the amalgamating company, such shares are
also required to be listed on the concerned stock exchange.

Institute of company secretaries of India ± Module 6 ± Executive Programme ± 2008 edn.


 * .3Ê 4 ) (


The stocks, bonds and other securities issued by issuers require listing for providing liquidity
to investors. Listing in simple words means that a security is available on the trading platform
of the Exchange. It provides liquidity to investors without compromising the need of the
issuer for capital and ensures effective monitoring of conduct of the issuer and trading of the
securities in the interest of the investors. The issuer wishing to have trading privileges for its
securities must abide by the relevant statutes and listing regulations prescribed by the
Exchange. The issuers have to satisfy the corporate governance requirement framed by the

There are 2 exchanges in India which provide trading facilities throughout the nation,
National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).

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The objectives of listing are mainly to:-

! 1$  # As the securities are listed on the stock exchanges it
becomes very much easy to understand the price and buying and selling happens across.
Since there is on-line terminal, the buyers and sellers can transact and get money very easily.
It is just a click away.

 6 !% "  !# Due to dematerialization of shares, recent

development of listing of mutual funds on the stock exchanges, a lot of savings is being
mobilized. Minimum amount also can be invested in the financial instruments. Savings in
turn are responsible for the economic development of the nation.

  " ! $ % " # The listing agreement for both
the leading stock exchanges of the nation is very much stringent. So, every company which is
listed on the stock exchanges has to disclose every small matter to the regulator. The
regulator is very particular about the disclosure. The rights and interests of the investors are at
a high priority for the regulator. So, listing on stock exchanges automatically leads to the
protection of investor rights.

Listing on NSE provides qualifying companies with the broadest access to investors, the
greatest market depth and liquidity, cost-effective access to capital, the highest visibility, the
fairest pricing, and investor benefits. NSE trading terminals are now situated in various cities
and towns across the length and breadth of India. Securities listed on the Exchange are
required to fulfill the eligibility criteria for listing. Various types of securities of a company
are traded under a unique symbol and different series.


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The following benefits are available when securities are listed by a company in the stock

(1)‘ Public image of the company is enhanced.

(2)‘ The liquidity of the security is ensured making it easy to buy and sell the
securities in the stock exchange.
(3)‘ Tax concessions are made available both to the investors and the companies.
(4)‘ Listing procedure compels company management to disclose important
information to the investors enabling them to make crucial decision with regard to
keeping or disposing of such securities.
(5)‘ Listed companies command better support such as loans and investments from
Banks and FIs.
(6)‘ Listing provides unprecedented reach, i.e. it provides a platform for the company
to reach the length and breadth of the company.
(7)‘ Listing increases the transparency as the companies listed on the exchanges have
to abide by the regulations issued by SEBI and disclose important information
(8)‘ Listing ensures Investor protection
(9)‘ Listing provides better visibility about price and in turn helps the investor to know
the depth of the market.
(10)‘ It ensures speed in the transactions.

(11)‘ Public listing means organization will find it easier to attract institutional and
professional investors.
(12)‘ Being listed generates an independent valuation of organisation by the market.
(13)‘ Trading of shares on exchanges gives shareholders the opportunity to realise the
value of their holdings, which in turn can help broaden the shareholder base.

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(. +Ê

So far, we have studied the definitions, objectives, need and benefits of listing. Having
understood, the need for it, we need to study and understand the eligibility criteria for listing
of securities in depth.

% $Ê"% 8

The Exchange has laid down criteria for listing of new issues by companies through IPOs,
companies listed on their exchanges, etc. in conformity with the Securities Contracts
(Regulation) Rules, 1957, SEBI Guidelines and other relevant guidelines/Acts. The issuers of
securities are required to adhere to provisions of the Securities Contracts (Regulation) Act,
1956, the Companies Act 1956, the Securities and Exchange Board of India Act, 1992, and
the rules, circulars, notifications, guidelines, etc. prescribed there under. An applicant who
desires listing of its securities must fulfill the following pre-requisites:

Ê   ""%9 : Ê    

; %
Paid up Equity PUEC10 • Rs 10 Crore & PUEC12 • Rs 10 crore &
Capital (PUEC)/ MC11 •Rs. 25 crore MC13•Rs 25 crore Or
Market PUEC •Rs. 25 crore14 Or MC•Rs
Capitalisation 50 Crore. Or






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(MC) The company shall have a net
worth15 of not less than Rs 50 crore
in each of the preceding financial
Company / At least 3 years track record of either: At least 3 years track record of
Promoter¶s 1)‘ 1)The applicant seeking listing either:
Track Record  1)‘ The applicant seeking listing;;
2)‘ The promoters/ promoting Or
company incorporated in or 2)‘ The promoters/promoting
outside India  company, incorporated in or
3)‘ 3) Partnership firm and outside India.
subsequently converted into
company not in existence as a
Company for 3 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
Dividend - Dividend paid in at least 2 out of the
Record / Net last 3 financial years immediately
Worth / preceding the year in which the
Distributable application has been made. Or, the
Profits net-worth of the applicants at least
Rs. 50 crore Or, the applicant has
distributable profits in at least 2 out
of the last 3 financial years.

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0  1   2 $ ! " $
 $ 34  

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"   º 5
Listing - Listed on any other stock exchange
for at least last 3 years Or, listed on
the exchange having nationwide
trading terminals for at least one
Other (a)‘ No disciplinary action by either (a)‘ No disciplinary action by other
requirements stock exchanges / regulatory stock exchanges / regulatory
authority in past 3 years. authority in past 3 years.
(b)‘Satisfactory redressed mechanism (b)‘Satisfactory redressal
for investor grievances, mechanism for investor
(c)‘ Distribution of shareholding grievances.
(d)‘Details of litigation record in past (c)‘ Distribution of shareholding and
3 years. (d)‘Details of litigation record in
(e)‘ Track record of Directors of the past 3 years
Company. (e)‘ Track record of Directors of the
(f)‘ Change in control of a
Company/Utilisation of funds
raised from public


1.‘  "" #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.

2.‘ 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.

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.

>&‘ Ê0 %%

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 Listing Department of the Exchange monitors the compliance of the companies
with the provisions of the Listing Agreement, especially with regard to timely
payment of annual listing fees, submission of quarterly results, requirement of
minimum number of shareholders, etc. and takes penal action against the defaulting

On fulfillment of the eligibility criteria, the company is required to fill in the listing
application form.

% <5

An Issuer has to take various steps prior to making an application for listing its securities.
These steps are essential to ensure the compliance of certain requirements by the Issuer
before listing its securities. The various steps to be taken include:

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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:

(i)‘ That there shall be no forfeiture of unclaimed dividends before the claim becomes
barred by law;
(ii)‘ That a common form of transfer shall be used;
(iii)‘ 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;
(iv)‘ 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;
(v)‘ 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;
(vi)‘ 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.
(vii)‘ 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

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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.

ԑ !""#

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.

ԑ  "#
(i)‘ )  %   "   " # ‡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.
(a)‘ Appendix 'A' - Clauses of Articles of Association.
(b)‘Appendix 'B'- Application Letter for Listing.
(c)‘ Appendix 'C-1' - Listing Application providing pre-issue details of
(d)‘Appendix 'C-2' - Listing Application providing post-issue details of
(e)‘ Appendix 'D'- Checklist for supporting documents (as applicable to the
(f)‘ Appendix 'E' - Schedule of Distribution.
(g)‘Appendix 'F'- Listing Agreement

(ii)‘ % " "   $  $   # 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.
(a)‘ Appendix 'E' - Schedule of Distribution.
(b)‘Appendix 'G'- Application Letter for Listing of further issues.
(c)‘ Appendix 'H' - Listing Application providing details of securities.
(d)‘Appendix 'I' - Checklist for supporting documents submitted (as

In case the company fulfils the criteria, the following information needs to be provided 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.

,&>%) <7

www.nseindia.com. Only NSE figures have been taken into consideration.
The listing fees depend on the paid up share capital of the company. Initial listing fees
amounts to Rs. 25,000/-. Annual listing fees are based on paid up share, debenture, and debt
capital. Companies which have a paid up share, bond, debenture ,debt capital > Rs. 500 crore
will have to pay a minimum fees of Rs. 3,75,000 and an additional listing fees of Rs. 2,500
for every increase of Rs. 5 crore or part thereof in the paid up share, bond, debenture, debt
capital, etc.
Companies which have a paid up share, bond, debenture ,debt capital > Rs. 1,000 crore will
have to pay a minimum fees of Rs. 6,30,000 and an additional listing fees of Rs. 2,750 for
every increase of Rs. 5 crore or part thereof.


All companies seeking listing of their securities on the Exchange are required to enter into a
formal listing agreement with the Exchange. The agreement specifies all the quantitative and
qualitative requirements to be continuously complied with by the issuer for continued listing.
The Exchange monitors such compliance and companies who do not comply with the
provisions of the listing agreement may be suspended from trading on the exchange. The
agreement is being increasingly used as a means to improve corporate governance.

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.
The listing agreement contains 51 clauses and schedule of payment of listing fees. Some
important clauses of listing agreement have been mentioned below and will be discussed
‡ Clause 16
‡ Clause 31
‡ Clause 35
‡ Clause 41
‡ Clause 47
‡ Clause 49



(i)‘ To close the register of transfers at least once in a year at the time of the AGM.
(ii)‘ To give notice to the SE stating the date of closure of the register of transfers or
record date and signifying the purpose for which the register is closed or the
record is fixed and to send copies of such notice to other recognized SE¶s in India.
(iii)‘ The Stock Exchange should be intimated at least 21 days before the closure or
record date.
(iv)‘ In case of Securities compulsory delivered in the dematerialized form then the SE
should be intimated at least 15 days before the closure or record date.
(v)‘ The company should not have a gap of less than 30 days between two book
closures and /or record date.19 .


The Company will forward to the Exchange promptly and without application:
(i)‘ 6 copies of the Statutory and Directors¶ Annual Reports, Balance Sheets
and Profit and Loss Accounts and of all periodical and special reports as soon
as they are issued and one copy each to all the recognized stock exchanges
in India.
(ii)‘ 6 copies of all notices, resolutions and circulars relating to new issue of capital
prior to their dispatch to the shareholders.
(iii)‘ 3 copies of all the notices, call letters or any other circulars including notices
of meetings convened u/s 391 or section 394 read with section 391 of the
Companies Act, 1956 together with Annexure thereto, at the same time as they
are sent to the shareholders, debenture holders or creditors or any class of
them or advertised in the Press.
(iv)‘ Copy of the proceedings at all Annual and Extraordinary General Meetings of
the Company.
(v)‘ 3 copies of all notices, circulars, etc., issued or advertised in the press either
by the Company, or by any company which the Company proposes to
absorb or with which the Company proposes to merge or amalgamate, or

http://www.mehta-mehtaadvisory.com/.../Listing%20Agreement%20presentation.pps>, visited on 24.12.09
under orders of the court or any other statutory authority in connection with
any merger, amalgamation, re-construction, reduction of capital, scheme or
arrangement, including notices, circulars, etc. issued or advertised in the press
in regard to meetings of shareholders or debenture holders or creditors or
any class of them and copies of the proceedings at all such meetings.20


(i)‘ To file with the stock exchange the shareholding pattern of the company on
quarterly basis within 15 days from the end of every quarter.
(ii)‘ The company agrees to file with the Exchange the shareholding pattern as per
the guidelines and formats contained herein for each quarter of the year within
15 days of each quarter ending. In addition, the Company agrees to file these
forms within 2 days of change of 1% or more in the shareholding of any entity
in the "Controlling/ Strategic Holdings" group.21


Securities and Exchange Board of India (SEBI) vide Circular dated July 10, 2007, has
directed all stock exchanges to replace the existing Clause 41 of the Equity Listing
Agreement with a revised clause which aims to rationalize and modify the process and
formats for submission of financial results to the stock exchanges. The revised clause also
contains other modifications aimed at improving the presentation of the sub-clauses.

Among the modifications, the revised clause requires listed companies to furnish either
unaudited or audited quarterly and year to date financial results to the Stock Exchange within
one month from the end of each quarter. Where unaudited results are furnished, the same are
required to be followed with a Limited Review Report. This is with a view to enable
investors to know the performance of listed companies as early as possible.

The revised clause has also simplified provision for explanation in variation between items of
unaudited and audited quarterly/ year to date / annual results. The revised clause requires that


explanation for variation be furnished in respect of Net Profit or Loss after Tax and for
exceptional / extraordinary items. The percentage of variation for the purpose is revised from
†20% or more´ to †10% or Rs.10 Lakhs, whichever is higher´.22

As regards the publication of financial results, companies having subsidiaries who file both
stand-alone and consolidated results to the stock exchange will now have an option to publish
stand-alone or consolidated results, subject to the condition that a choice once exercised
cannot be changed during the year. In case the company changes its option in any subsequent
financial year, it would be required to furnish comparative figures for the previous financial
year in accordance with the option exercised for the current year.23


Appointment of Company Secretary to act as Compliance Officer who shall be responsible

for monitoring the share transfer process and report to company¶s Board of Directors in each


(i)‘ To ensure that the RTA and /or the In-house Share Transfer facility produces a
certificate from a Practicing Company Secretary.
(ii)‘To submit the Clause 47(c) RTA report from the end of each half of the financial year
within 24 hours of the receipt of the same from PCS to the Stock Exchange.

(i)‘ The Company has to submit to the Stock Exchange Clause 49 Compliance Report on
a quarterly basis.24

http://indianprofits.com/www/forum/showthread.php?t=5867>, visited on 28.12.09.
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Ê $
 has institutionalized a process of verifying compliance of various conditions of the
listing agreement. It conducts a periodic review for compliance on account of announcement
of book closure/record date, announcement of quarterly results, submission of shareholding
pattern, annual reports, appointment of compliance officer, corporate governance report,
investor grievances and various disclosures, etc.
It is very much essential that all critical and price sensitive / material information relating to
securities is made available to the market participants and the investors immediately to enable
them to take informed decisions in respect of their investments in securities. The Exchange
therefore ensures certain important timely disclosures by listed companies and makes it
available to the market through NEAT terminals and through its website. These disclosures
include corporate actions, quarterly / half yearly results, decisions at board meeting, non-
promoters¶ holding, announcements / press releases, etc.
Prior to 1994, the nos. of companies listed on NSE were µzero¶ and those permitted and
available for trading were 300 with a market capitalization of Rs. 2.92.637 crore i.e. 93,108
US $. Today, the nos. of listed companies is around 1,432 and those available for trading are
1291 with a market capitalization of Rs. 28,96,194 crore i.e. 5.68.439 US $.


Information and figures mentioned in this paragraph are taken from www.nseindia.com

4 )

An issuer of a company has to adhere to a number of legal provisions for getting his shares
listed on the stock exchange. An attempt has been made to study some of the important
provisions pertaining to the same.

Ê<8?- º-

As per section 73(1) of the Companies Act, 1956, (as amended by 1988 Act), every company
intending to offer shares or debentures to the public for subscription by the issue of a
prospectus is required to make an application to one or more recognized stock exchanges
before such issue, for permission for the securities intending to be so offered to be dealt with
in the stock exchange(s).

As per section 73(1A) of the Companies Act 1956, prospectus should state the names of the
stock exchanges where application for listing has been made and any allotment of securities
made on the basis of such prospectus should be void if permission of listing is not granted by
the stock exchange(s) before the expiry of 10 weeks from the closure of the issue.

As per section 73(2), if the application for listing is not made or if permission is not granted,
the company should forthwith repay without interest all money received from the applicants
within 8 days. If the money is not refunded within 8 days as stated, the company and its every
officer in default should, from the expiry of 8th day be jointly and severally liable to repay
that money with interest (presently it should not be less than 4% and more than 15% per

%:@<8?- º5

As per section 4 of the Securities contracts (Regulation) Act, 1956, every recognized stock
exchange has the powers to make bye-laws for the listing of securities on the stock exchange,

Companies Act 1956
Securities Contract (Regulations) Act 1956
inclusion of any security for the purpose of dealings and suspension or withdrawal of
securities and the prohibition of trading in any specified security subject to SEBI approval.
Every company while submitting its application for listing with the stock exchange(s) should
produce a number of documents as enclosures to satisfy the requirements of the concerned
stock exchange. It should also give a number of undertakings as a condition precedent before
listing sought by the concerned stock exchange. Finally when the stock exchange(s) agree(s)
to list the securities the company shall execute a listing agreement with the stock
exchange(s). The listing agreements of different stock exchanges have clauses ranging from
50 to 60.

&º< of the Securities Contract (Regulations) Act, 1956, deals with the listing of the public

<8?5 º8
S. 19 of the Act deal with the requirements and documents to be submitted with respect to the
listing of securities on a recognized stock exchange and they are as under:

a) Memorandum and articles of association and, in case of a debenture issue, a copy of the
trust deed.
b) Copies of all prospectuses or statements in lieu of prospectuses issued by the company at
any time.
c) Copies of offers for sale and circulars or advertisements offering any securities for
subscription or sale during the last five years.
d) Copies of balance sheets and audited accounts for the last five years, or in the case of new
companies, for such shorter period for which accounts have been made up.
e) A statement showing-
(i) Dividends and cash bonuses, if any, paid during the last ten years (or such shorter period
as the company has been in existence, whether as a private or public company).
(ii) Dividends or interest in arrears, if any.
f) Certified copies of agreements or other documents relating to arrangements with or
(i) Vendors and/or promoters,

http://www.legalserviceindia.com/article/l329-Listing-&-Delisting-Of-Securities.html>, visited on 27.12.09
(ii) Underwriters and sub-underwriters,
(iii) Brokers and sub-brokers.
g) Certified copies of agreements with-
(i) Managing agents and secretaries and treasurers,
(ii) Selling agents,
(iii) Managing directors and technical directors,
(iv) General manager, sales manager, manager or secretary.
h) Certified copy of every letter, report, balance sheet, valuation contract, court order or other
document, part of which is reproduced or referred to in any prospectus, offer for sale, circular
or advertisement offering securities for subscription or sale, during the last five years.
i) A statement containing particulars of the dates of, and parties to all material contracts,
agreements (including agreements for technical advice and collaboration), concessions and
similar other documents (except those entered into in the ordinary course of business carried
on or intended to be carried on by the company) together with a brief description of the terms,
subject-matter and general nature of the documents.
j) A brief history of the company since its incorporation giving details of its activities
including any reorganization, reconstruction or amalgamation, changes in its capital structure
(authorized, issued and subscribed) and debenture borrowings, if any.
k) Particulars of shares and debentures issued (i) for consideration other than cash, whether in
whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option.
l) A statement containing particulars of any commission, brokerage, discount or other special
terms including an option for the issue of any kind of the securities granted to any person.
m) Certified copies of-
(i) letters of consent of the Controller of Capital Issues
n) Particulars of shares forfeited.
o) A list of highest ten holders of each class or kind of securities of the company as on the
date of application along with particulars as to the number of shares or debentures held by
and the address of each such holder.
p) Particulars of shares or debentures for which permission to deal is applied for.

.( ,A
(i)‘ 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.
(ii)‘ Issuer company to 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.
(iii)‘ Companies making public/rights issues are required to deposit 1 % of the
issue amount with the designated stock exchange before the issue price.

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When a company signs a listing agreement with a stock exchange, it means it has entered a
legally binding contract with that exchange and it has to ensure compliance of each and every
term and condition in the listing agreement. If the company does not ensure proper
compliance, the stock exchange can take an action against the company after giving an
opportunity of being heard including delisting of their securities.

In case the exchange does not give permission to the company for listing of securities, the
company cannot proceed with the allotment of shares. However the company may file an
appeal before SEBI under S. 22 of SCRA, 1956.
Listing of securities on Indian Stock Exchanges, thus, is essentially governed by the
provisions in the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956,
Rules, bye laws, regulations of concerned stock exchange, the listing agreement entered into
by the issuer and stock exchange and circulars/guidelines issued by the Central government
and SEBI.

Earlier we had the SEBI (Central Listing Authority) Regulations, 2003 and SEBI DIP
Guidelines but both of these have been repealed and now new regulations have been issued
by SEBI known as SEBI (Issue of Capital and Disclosure Requirements) Regulations. 2009,
which were issued on 24th August, 2009.
A company delisted by a stock exchange and seeking relisting at the same exchange is
required to make a fresh public offer and comply with the extant guidelines of the exchange.




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The Securities and Exchange Board of India is turning a stricter eye on company promoters
who have been issued preferential warrants, saying that they will have to forfeit the upfront
payment made on unexercised warrants.

This is contained in its recently notified Issue of Capital and Disclosure Requirements
(ICDR) Regulations 2009, which SEBI made public on Thursday 3rd September 2009.
These regulations replace the Disclosure and Investor Protection (DIP) Guidelines 2000 that
now stand rescinded. 32

In the matter of preferential warrants, SEBI¶s new norms are probably meant to contain the
situation following January 2008, when the stock market crash brought the price of several
shares below the warrant exercise price for promoters, several of whom decided not to
exercise their warrants in full. Promoters will now have to be more careful, as their upfront
payment made only against exercised warrants will now be adjusted, said an expert familiar
with regulatory matters.33

The ICDR Regulations have been primarily created by conversion of the SEBI (Disclosure
and Investor Protection) Guidelines 2000, a SEBI circular said:

Changes brought about by the new regulations vis-à-vis the old Guidelines.
(i)‘ SEBI has directed stock exchanges to disclose details of complaints lodged by
investors against trading members and companies listed on the exchange, on
their website. These disclosures would also include details pertaining to


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arbitration and penal action against trading members. This is a welcome
change and an important move to bring in more transparency in the grievance
redress mechanism.
(ii)‘ Further, with respect to the issue of disclosure of currency of financial
statements disclosed in the offer document, the old Guidelines mandated that
particulars as per audited financial statements not to be more than 6 months
old from the issue opening date for all issuers, except Government companies.
Also, the new Regulations mandate that disclosure of pledge of shares by
promoters ± a feature that was not provided in the old Guidelines.
(iii)‘ New norms pertaining to Minimum promoters¶ contribution to mandate that
the same shall be brought in only by promoters whose identity photograph, etc
are disclosed in the offer document.




The term "delisting" of securities means permanent removal of securities of a listed company
from a stock exchange. As a consequence of delisting, the securities of that company would
no longer be traded at that stock exchange.35

It may happen either when the company does not comply with the guidelines of the stock
exchange, or that the company has not witnessed trading for years, or that it voluntary wants
to get delisted or in case of merger or acquisition of a company with/by some other company.

So, broadly it can be classified under two head:

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Compulsory delisting refers to permanent removal of securities of a listed company from a

stock exchange as a penalizing measure at the behest of the stock exchange for not making
submissions/comply with various requirements set out in the Listing agreement within the
time frames prescribed. In voluntary delisting, a listed company decides on its own to
permanently remove its securities from a stock exchange. This happens mainly due to merger
or amalgamation of one company with the other or due to the non-performance of the shares
on the particular exchange in the market.

A stock exchange may compulsorily delist the shares of a listed company under certain
circumstances like:
(i)‘ Non-compliance with the Listing Agreement. for a minimum period of six
(ii)‘ Failure to maintain the minimum trading level of shares on the exchange.


(iii)‘ Promoters' Directors' track record especially with regard to insider trading,
manipulation of share prices, unfair market practices (e.g. returning of share
transfer documents under objection on frivolous grounds with a view to
creating scarcity of floating stock, in the market causing unjust aberrations in
the share prices, auctions, close-out, etc. (Depending upon the trading position
of directors or the firms).
(iv)‘ The company has become sick and unable to meet current debt obligations or
to adequately finance operations, or has not paid interest on debentures for the
last 2-3 years, or has become defunct, or there are no employees, or liquidator
appointed, etc.

Where the securities of the company are delisted by an exchange under this method, the
promoter of the company shall be liable to compensate the shareholders of the company by
paying them the fair value of the securities held by them and acquiring their securities,
subject to their option to remain shareholders with the company. In such a case there is no
provision for an exit route for the shareholders except that the stock exchanges would allow
trading in the securities under the permitted category for a period of one year after delisting.

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Companies may upon request get voluntarily delisted from any stock exchange other than the
regional stock exchange, following the delisting guidelines. In such cases, the companies are
required to obtain prior approval of the holders of the securities sought to be delisted, by a
special resolution at a General Meeting of the company.

The shareholders will be provided with an exit opportunity by the promoters or those who are
in the control of the management.

Companies can get delisted from all stock exchanges following the substantial acquisition of
shares. The regulation state that if the public shareholding slides to 10 per cent or less of the
voting capital of the company, the acquirer making the offer, has the option to buy the
outstanding shares from the remaining shareholders at the same offer price.

An exit price mechanism called the book-building method is used by the delisted companies
to derive to the price at which the share will be brought into and that which will be paid to the
shareholders. However, an exit opportunity need not be given in cases where securities
continue to be listed in a stock exchange having nationwide trading terminals.

Under the existing SEBI takeover code, an acquirer is required to make an offer to buy
securities at the same offer price. However, here the exit price is based on the average of the
preceding 26-week high and low prices.

The acquirer is required to allow a further period of 6 months for any of the remaining
shareholders to tender securities at the same price. The stock exchange monitors the
possibility of any price manipulation and keeps under special watch the securities for which
announcement for delisting has been made.

This mechanism however is not seen as beneficial in depressed Indian market conditions as
the price arrived through this principle may not adequately compensate the shareholder for
the permanent loss of investment opportunity, especially in a company whose shares are
regarded as value investment.

The SEBI (Delisting of Securities) Regulations- 2009 is the regulating Act framing the
guidelines and the procedure for delisting of securities. These regulations have a total of 8
chapters and 3 schedules.

On 10th day of June 2009, Securities and Exchange Board of India, the watch-dog of
Securities market, has notified Regulations for delisting of equity shares to be known as
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009 doing
away with the SEBI (Delisting of Securities) Guidelines, 2003. This Regulation charters
down the path to be followed for delisting the equity shares of a company from the stock

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The new regulation is a fresh breeze and a more mature look to the old guidelines. As against
the existing guidelines the new regulations now allow public shareholders to have a
meaningful say in approving the special resolution required for delisting. The requirement of
two times the vote in favour of as against that cast against the resolution by the non-promoter
shareholders provides a stronger foothold for the minority shareholders and this would reduce
unethical and farcical methods of promoter shareholders.

The new norms provide that the delisting would be effective only if promoters hike their
stake to 90% or purchase 50% through purchase offer. Besides, the Securities and Exchange
Board of India (SEBI) has framed conditions for stock exchanges in the cases of compulsory
delisting, and has made special provisions for cases related to delisting of small companies
and those necessitated due to factors like winding up and de-recognition.

A new development provided clearly in the regulations is complete ban on the use of
company¶s funds, directly or indirectly, for the purpose of delisting.

The earlier guidelines †SEBI (Delisting of securities) Guidelines 2003´ was wide in its
application including within its ambit delisting of all securities of a company. Securities, in
itself, is a very wide terms and has been defined under the Securities Contracts (Regulations)
Act, 1956 to include shares, stocks, bonds, debentures or other marketable security,
derivative, units issued by CIS etc. In contrast, the new regulations known by †SEBI
(Delisting of Equity Shares) Regulations, 2009´ only apply to delisting of equity shares of a
company. Does that lead to restricting the scope of the new regulations? In such a case, what
shall be the governing law for delisting of debt securities? The issues are yet to be addressed
by the SEBI.

Delisting of securities means permanent removal of securities of a listed company from a

stock exchange and as a consequence of which the securities of that company would no
longer be traded at that stock exchange. Two modes of delisting provided for in the
Regulations are:


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‡ Delists its equity shares from all recognized
‡ After delisting if continues to remain listed stock exchanges.
on any recognized stock exchange having ‡ After delisting does not continue to remain
nation-wide trading terminal. listed on any recognized stock exchange
having nation-wide trading terminal

‡ Board Resolution
(i)‘ Board Resolution. ‡ Shareholders approval by POSTAL
(ii)‘ Public notice in newspaper BALLOT:
(iii)‘ Application to stock exchange (i)‘ Number of votes cast by
for delisting. †public shareholders´ in
(iv)‘ Disclosure of delisting in the FAVOUR to be at least TWO
1st Annual Report of the times the votes AGAINST it.
Company prepared subsequent (ii)‘ In-principle approval of the
to delisting. stock exchange
(iii)‘ Make application for delisting
Application to be disposed by SE within 30 within ONE year of passing
days from receipt.‘ resolution.
Application for In-principle approval to be
disposed by SE within 30days from receipt.
Application for in-principle approval to be
supported by:
‡ Auditors report as required under SEBI
(Depositories and Participants)
Regulations, 1996 in respect of delisted
Final Application to SE to be supported by
proof of having given the Exit opportunity.

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After In-principle approval from stock exchange promoters shall:
(i)‘ Open Escrow Account and deposit therein full estimated amount of
consideration calculated on the basis of floor price.
(ii)‘ Appoint Merchant Banker and such other intermediary as necessary.
(iii)‘ Make public announcement which shall specify a date to be called µspecified
date¶ which shall not be not later than 30 days of public announcement for
determining the name of shareholders to whom letter of offer shall be sent.
(iv)‘ Escrow Account shall consist of
(a)‘ Cash deposited with bank
(b)‘Bank guarantee in favour of Merchant Banker
(c)‘ Combination of both.
(v)‘ After payment in full, balance in escrow to be released to the promoters.
(vi)‘ Letter of offer to be dispatched to the shareholders not later than 45 days from
public announcement to reach shareholders at least 5 working days before
opening of bidding process.
(vii)‘ Opening of bidding process not later than 55 days from public announcement.
(viii)‘ Offer to remain open for minimum 3 and maximum 5 days
(ix)‘ Offer price shall be determined through book-building process
(x)‘ Floor price where equity shares are frequently traded not to be less than the
higher of the following:
(a)‘ average of the weekly high and low of the closing prices of the equity
shares of the company duringthe twenty six weeks, OR
(b)‘Two weeks before the date of notification of delisting proposal
(xi)‘ Floor price where the shares are not traded frequently, to be determined by
the Promoters and Merchant Banker taking into account the following:
(a)‘ Highest price paid by promoter twenty six weeks before it was notified of
Board meeting upto the date of public announcement.
(b)‘Return on net worth.
(c)‘ Book value of the shares of the company.
(d)‘Earnings per share.
(e)‘ Price earning multiple vis-à-Vis the industry average.

.   ""#
(i)‘ ‘Promoter shall not be bound to accept the equity shares at the price
determined by the book building mechanism.
(ii)‘ If the price is not acceptable, promoter shall not move ahead with the
delisting procedure.
(iii)‘ Promoters to ensure minimum level of public shareholding.

"  ""#

(i)‘ When the shareholding of the promoter combined with the shares accepted
through eligible bids crosses higher of:
(a)‘ 90% of the total shares issued of that class,
(b)‘Aggregate percentage of pre offer promoter shareholding and fifty percent
of offer size.
(ii)‘ Within 8 working days of closure of offer promoter and the merchant banker
to make public announcement in the same newspaper.
(iii)‘ Open a special account with banker to issue and transfer consideration from
Escrow Account.
(iv)‘ Make final payment to genuine shareholders within 10 days of closure of

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(i)‘ If the offer is rejected then return the equity shares deposited/pledged by a
shareholder within 10 working days of close of bidding process.
(ii)‘ No final application to Stock Exchange.
(iii)‘ Escrow Account to be closed.

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(i)‘ Remaining public shareholder holding such equity shares may tender his shares to the
promoter upto a period of at least one year from the date of delisting.
(ii)‘ The promoter shall pay the same final price at which the earlier acceptance of shares
was made.
(iii)‘ Balance released after full payment.

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(i)‘ On any ground prescribed in the rules made under section 21A of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956).
(ii)‘ Before making order SE to make public notice giving at least 15 days for any
representations from aggrieved person.
(a)‘ On passing order make public notice, disclosing:
(b)‘Name and address of the company.
(c)‘ Fair value of the delisted equity shares.
(d)‘Names and addresses of the promoters of the company.
(iii)‘ Inform all other stock exchanges where the equity shares of the company are listed.
(iv)‘ Stock exchange shall appoint an independent valuer who shall determine the fair
value of the delisted equity shares.
(v)‘ The promoter of the company shall acquire delisted equity shares from the public
shareholders by paying them the value determined by the valuer, subject to their
option of retaining their shares.

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(i)‘ Pursuant to buy back of shares.
(ii)‘ Pursuant to Preferential allotment made by the company.
(iii)‘ If three years not elapsed since listing of that class of shares.
(iv)‘ Convertible securities cannot be delisted.


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(i)‘ A company which has paid up capital upto one crore rupees and its equity shares
were not traded in any recognized stock exchange in the one year immediately
preceding the date of decision.
(ii)‘ A company which has three hundred or fewer public shareholders and where the
paid up value of the shares held by such public shareholders in such company is
not more than one crore rupees.
In the above cases equity shares may be delisted from all the recognized stock exchanges
where they are listed without being required to comply with the requirement of making public
announcement and book building process.

Following conditions to be complied in case of small companies in addition to Regulation 8:

(i)‘ promoter appoints a merchant banker and decides an exit price.
(ii)‘ exit price not be less than the price arrived at in consultation with the merchant
(iii)‘ Inform all shareholders individually of delisting of equity shares.
(iv)‘ At least ninety per cent of such public shareholders give their positive consent in
writing to the proposal for delisting, and have consented either to sell their equity
shares at the price offered by the promoter or to remain holders of the equity
shares even if they are delisted;
(v)‘ The promoter completes the entire process of delisting within 75 working days of
first communication.
(vi)‘ Payment should be made within 15 from the expiry of 75 working days.
While the new regulations attempted to provide relief to the small companies from following
the lengthy procedure of going through the public announcement and the book building
mechanism, by retaining the requirement of appointing merchant bankers has made the
process complicated and expensive for the small companies. Further the requirement of
obtaining positive consent from ninety percent of public shareholders also does not seem
practical. The net effect is the so-called relief provided to the small companies is more of an

 1%"1$ #

(i)‘ VOLUNTARY DELISTING: No application for listing for a period of FIVE

years from the delisting
(ii)‘ COMPULSORY DELISTING: Reinstatement of delisted shares not permitted for
TEN years.
(iii)‘ In case of delisting due to winding up of the company listing would not be
permitted for five years.
(iv)‘ An application for listing may be entertained on recommendation of BIFR under
SICA Act, 1985.

Thus, the new regulation addresses some core aspects and also emphasizes on incremental
improvements to the earlier guidelines. However, there are certain issues still left to be
addressed by SEBI for delisting mechanism. The new regulations also provide for transitional
provisions for replacing the earlier guidelines in a phased manner.


Ê Ê  

In the last few chapters I have tried to understand the listing procedure, the legal provisions
pertaining to that, the benefits, the types and along with it the delisting procedure also.

The stock markets have come a long way, from no regulator regime to a strong regulator like
SEBI. SEBI has come out with various rules and regulations. Time and again SEBI has been
updating the same. As a recent development, we have the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009. For delisting also new regulations have been

SEBI is of course playing a major role in the listing of the shares on the stock exchanges.

SEBI has set certain bye-laws and the stock exchanges, the issuers, the merchant bankers, the
brokers, the intermediaries, etc; have to adhere to it.

The listing of the securities as discussed in my project provides various benefits to the
company. To name a few, unprecedented reach, liquidity, goodwill, etc; At the same time, I
observe that the listing procedure is too stringent. I also observe that there is a wide disparity
in the listing fees of BSE vis-à-vis NSE. The reasons may be pertinent, but still the gap may
be bridged.

In the current liberalized environment and in a market driven economy, entry and exit into
and from the market should be free subject to the regulatory framework. Artificial barriers to
free exit to companies could ultimately prove to be entry barriers. It would be desirable
therefore not to make any provision in the regulatory framework that may act as an exit
barrier. Internationally, stock exchanges do not impose any restriction on de-listing and allow
de-listing subject to certain conditions such as minimum notice period for the company, exit
offers to investors, etc. 38

There is no denying the fact that de-listing, especially of companies whose shares are
regarded as value investments by investors narrows the securities market, which in turn limits
the choice for investors and ultimately reduce the liquidity as well as mobility of investment.

.. (

(i)‘ Reverse Book Building: A Price Discovery Mechanism of De-listing of Securities in
India ±Siddhartha Sankar Saha

(i)‘ Institute of company secretaries of India ± Module 6 ± Executive Programme ± 2008

(i)‘ SEBI (ICDR) Regulations 2009
(ii)‘SEBI (Delisting of Equity Shares) Regulations, 2009

(i)‘ Companies Act 1956
(ii)‘Securities and Contracts (Regulation) Act 1956

Ë #
(i)‘ www.nseindia.com
(ii)‘ www.bseindia.com
(iii) www.sebi.gov.in
(iv)‘ www.legalserviceindia.com
(v)‘ http: //indianprofits.com
(vi)‘ www.taxguru.in
(vii)‘ www.mehta-mehtaadvisory.com
(viii)‘ www.icai.org