, Checklist for listing in Institutional Trading platform of BSE SME exchange ~ CS GAURAV SHARMA

July 31, 2015

Checklist for listing in Institutional Trading platform of BSE SME exchange




A.  Documents at the time of In-principle approval :

1.  Particulars of securities for which permission to deal is applied for.

2.  Company  should  submit  an  updated  Information  document  containing  disclosures  as specified in Schedule XIX A of SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulation, 2013, duly certified by the Managing Director as well as Company Secretary or PCS, of the Company.

3.  Copy of Memorandum and Articles of Association of the Company.

4.  Copies of Annual Report for the last five years, or in the case of new companies, for such shorter period for which accounts have been made up.

5.  Undertaking from the Managing Director as well as Company Secretary or PCS, stating that the following documents (as mentioned in 19 (1) of SCRR) will be produced to the Exchange as and when called for by the Exchange:
a)  Certified copies of agreements or other documents relating to arrangements with or between Vendors and/ or promoters
b)  Certified copies of agreements with i)          Selling agents
ii Managing Directors and technical directors
iii)  General Manager, sales manager, manager or secretary
c)  Certified copy of every letter, report, balance sheet, valuation contract, court order or other document, part of which is reproduced or referred to in the information document , during the last 5 years
d)  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.

6.  Following documents that are required as per 19 (1) of SCRR:
a)    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.
b)   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.
c)   Particulars of shares forfeited.
d)    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.



7.  Confirmation from the Managing Director as well as Company Secretary or PCS both, that :
a)  the securities of the Company are not listed on any Recognized Stock Exchange.



b)  The  company  has  achieved  point  wise  compliance  with  the  Eligibility  Criteria  as specified under Reg. 106Y of SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulation, 2013. As per Annexure I.  In case where, in terms of Reg. 106Y of ICDR, a Merchant Banker (MB) has made an investment in the Company of at least Rs. 50 lakhs, then the MB would be required to submit a Due Diligence certificate as per format given in Form A & Form H of Schedule VI of SEBI (ICDR) Regulations, 2009.

c)  the Company satisfies at least one of the following requirements :
Net Tangible Assets of minimum Rs. 1 Crore. (Net fixed assets plus net Current assets)
OR

Net income* (excluding extraordinary and other income) of Rs. 50 Lacs as per the latest audited financials.
*(Net income = Sales – Purchases)

d)  There has been no change in the promoters of the Company in the preceding one year from date of filing of application with BSE for listing on the SME ITP platform.
e)  The minimum amount of investment shall be Rs. 10 crores or 25% of the listed capital of the ITP Company, whichever is higher. Further, the same should be locked in for a
period of three years from the date of listing.

Bifurcation of Rs, 10 crores shall be as follows:

·    Minimum investment of Rs. 50 lakhs by entities in equity shares of the company as prescribed by SEBI in its above referred circular with a lock- in for a period of three years for all entities

·    Balance amount of investment as per above limits (i.e. rupees ten crores or more, as the case may be) by any other SEBI approved categories of investors like qualified institutional buyers, etc. with a lock-in period of 3 years from the date of  listing.

8.  Details of erstwhile promoter group / subsidiary companies listed on BSE/ Other Recognized
Exchanges to be submitted.

9.  Latest Shareholding Pattern as per Clause 34 of the Listing Agreement, alongwith all its schedules to be submitted.

10. A certificate from Statutory Auditor / Practicing Company Secretary confirming compliance with Corporate Governance requirements in accordance with Clause 42 of the ITP Listing Agreement.

11. Copy of Tripartite agreements signed with both the depositories along with the ISIN allotted for the securities proposed to be listed.

12. Details of PAN/ DIN/ TAN of the company/directors/promoters/promoter group/ compliance officers
i Details of PAN / TAN of the company



Sr. No.
Name of the company
PAN of the company
TAN of the company





ii Details of the PAN of the promoters, entities belonging to promoter group, Directors and
Compliance Officer
Sr.
No.
Name of the entities
Category
(Promoter/Promoter group/ Director/ Compliance officer)
PAN of the
person
DIN - only in
case of
Directors






13. Non-refundable processing fees as prescribed by the Exchange along with service tax as applicable drawn in favour of BSE Ltd.


Name & Designation of Contact
Person(s)

Telephone Nos. (landline & mobile)

Email id


 
14. In case of any queries / clarifications, the under-mentioned official(s) of the company may be contacted



CSGAURAV +919990694230 
[email protected]
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