Understand 30 clauses of debt securities listing agreement with 2 parts & 5 annexures under securitised debt instruments regulations, 2008

Simplified Listing Agreement for Debt Securities

SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009

as amended SCRA enables, SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 from 26 may 2008 onwards, SEBI has issued Listing Agreement for debt securities w.e.f. 11th May 2009.

As per Regulation 2(1)(e) of the said regulations, Debt Securities MEANS a non-convertible debt security,

• which create/acknowledge indebtedness AND INCLUDES,
• debentures/bonds/other securities of body corporate/statutory body,
• whether constituting CHARGE on the assets OR not, BUT EXCLUDES,
• bonds issued by Government, Security Receipts (SR) & Securitised Debt Instruments.

The said listing agreement is divided into 2 parts with 30 clauses and 5 annexures.  Kindly note dematerialisation of securities is a pre-condition to listing as per Clause 24.

Part A - Minimum Incremental Disclosures, when equity of the issuer company is listed [Clauses 1 to 11].

Part B – Detailed Disclosures (though fewer than Equity Listing), in all other cases [Clauses 12 to 30].

Part A

(in case issuer’s equity securities are listed)

1. Issuer may, subject to the consent of the debenture trustee, send the information stipulated in Clause 2(a) to (d) in electronic form/ fax.  Issuer (NOT, bank/NBFC) to submit within 1 month a half yearly certificate regarding maintenance of 100% security cover in respect of listed secured debt securities as certified by Practising Company Secretary or practising Chartered Accountant.

2. Issuer (NOT, bank/NBFC) shall disclose EPS along with debt service coverage ratio & interest service coverage ratio in accordance with Clause 4 read with Annexures I, II & III in half yearly/annual results.

3. Issuer to create and maintain security ensuring 100% security cover for listed secured debt securities at all times as per Clause 5.

4. Issuer to send half-yearly report to Stock Exchange WITHIN 1 month of September & March, the details of payment of principal interest, alongwith such other details as per Clause 6.

5. Issuer to use ECS/RTGS/NEFT for the purpose of interest/redemption/repayment and also intimate the expected default as soon as it becomes apparent as per Clause 7 & 8.

6. Issuer to credit DEMAT account of allottees WITHIN 2 working days of allotment as per Clause 9.

7. In case of public issue & listing of debt securities, allotment or refund orders shall be given WITHIN 30 days of closure of public issue or pay interest @ 15% p.a. as per Clause 10.

Part B

(in case of NO listed equity securities or on delisting of equity securities)

1. Issuer to transfer unclaimed interest to IEPF and redeem listed securities on pro rata basis or by lots, UNLESS the issue provides otherwise as per Clause 12.
2. Issuer may, subject to the consent of the debenture trustee, send
   the information stipulated in Clause 13(a) to (d) in electronic form/ fax.  Issuer (NOT, bank/NBFC) to submit within 1 month a half yearly certificate regarding maintenance of 100% security cover in respect of listed secured debt securities as certified by Practising Company Secretary or practising Chartered Accountant.
3. Issuer agrees to send copies of Director’s Annual Report, Balance Sheet and Profit and Loss Account to Debenture Trustees, Stock Exchanges & on request to debt security holders as per Clause 15.
4. Issuer to use ECS/RTGS/NEFT for the purpose of interest/redemption/repayment and issue ‘payable-at-par’ warrants/ cheques for payment of interest and redemption and comply with such other requirements of SEBI/SCRA as per Clause 16.
5. Issuer to credit DEMAT account of allottees WITHIN 2 working days of allotment as per Clause 17.
6. In case of public issue & listing of debt securities, allotment or refund orders shall be given WITHIN 30 days of closure of public issue or pay interest @ 15% p.a. as per Clause 18.
7. Issuer shall promptly notify stock exchange of any change that would affect the rights and obligations of the holders of debt securities and any other information having bearing on the operation/performance of the Issuer as well as price sensitive information, including Clause 19 (a) to (n).
8. In case of book closure/record date, 7 clear working days advance notice to be given to stock exchange as per Clause 20.
9. Issuer to intimate any intention to issue new debt securities and also make listing application for the same.  Any material modification in terms of debentures requires prior approval of Stock Exchange as approved by Board of Directors & Debenture Trustees [Clause 21].
10. As per Clause 22, Issuer to designate the Company Secretary or any
    other person as Compliance Officer.
11. Annual listing fees to be paid on or before 30th April every year [Clause 23].
12. Issuer to send notice of meetings & half-yearly report to Stock Exchange WITHIN 1 month of September & March, the details of payment of principal interest, alongwith such other details as per Clause 27.
13. As per Clause 28, Issuer to give Annual Disclosures in Annual Report with respect to its parent & subsidiary companies along with Cash Flow Statement in accordance with AS-3.
14. The Issuer shall,  [Clause 29]
    • WITHIN 48 hours of the conclusion of the Board/Council/Sub Committee Meeting, publish the unaudited financial results in at least one English daily newspaper (which is signed by MD/Executive Director). 
    • Furnish Unaudited Financial Results (Ann I/II/III) to Stock Exchange WITHIN 1 month of half-year.
    • Furnish Limited Review Report (Ann IV/IV) by statutory auditors (PCA for Public Sector) to Stock Exchange WITHIN 1 month of the month of publication of Unaudited financials.
    • Issuer has the option to furnish audited report WITHIN 3 months of financial year (for last half-year) with advance intimation to stock exchange.
    • address qualifications in audit report, if any.

Issuer shall comply with the said agreement and all provisions of  securities laws.  ‘Securities Laws’ mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc. made under these Acts and the Listing Agreement for debt securities.  Issuer also has the option to apply for relaxation of strict enforcement of provisions, in which case Stock Exchange may grant exemption with prior approval of SEBI.

Thus, now Debt Securities has a separate regulation and separate listing agreement.

New Clause 5A&20A in Listing Agreement as amended-unclaimed shares,common notice period, dividend per share basis&voting rights pattern are the updates…

Click here for the amendments in Listing Agreement as on 24th April 2009 http://www.sebi.gov.in/circulars/2009/circfd04.pdf

All the following amendments shall come into force with immediate effect.

To put it simply,

• The unclaimed shares in escrow account shall be transferred to Demat Suspense A/c. after 3 reminders, including corporate benefits, if any and its voting rights will be frozen until claimed.
• The timelines of notice period for record date & board meeting, which were applicable only to rights issue is now made applicable for all corporate actions including mergers, demergers, bonus, buy back, etc…
• “The Issuer agrees to declare and disclose the dividend on per share basis only”.  So, you won’t see hereon 100% or 200%, etc…
• Shareholding pattern to be given for each class of security and voting rights pattern also to be given.

Uniform procedure for dealing with unclaimed shares – Insertion of clause 5A in Listing Agreement
It has been brought to the notice of the Board that there is a large quantum of shares issued pursuant to the public issues, which remain unclaimed despite the best efforts of the Registrar to Issue or Issuers and that there is no uniform practice for dealing with such shares.

It has been decided to provide a uniform procedure for dealing with unclaimed shares i.e., shares which could not be allotted to the rightful shareholder due to insufficient/incorrect information or any other reason (in escrow A/c.). Accordingly, the new Clause 5A is to be inserted, which, inter alia, provides the following:

• The unclaimed shares shall be credited to a demat suspense account opened by the issuer with one of the depository participants after giving 3 reminders at the address mentioned in the depositories database. [Cl 5A(a)]
• Any corporate benefit in terms of securities, accruing on unclaimed shares such as bonus shares, split etc., shall also be credited to such account. [Cl 5A(b)]
• Details of shareholding of each individual allottee whose shares have been credited to such suspense account shall be properly maintained by the issuer. [Cl 5A(c)]
• The allottee’s account shall be credited as and when he/she approaches the issuer, after undertaking the proper verification of identity of the allottee. [Cl 5A(d)]
• The voting rights of these shares will remain frozen till the rightful owner claims the shares. [Cl 5A(f)]
• Details (in aggregate) of shares in the suspense account including freeze on their voting rights, shall be disclosed in the Annual Report as long as there are shares in the suspense account. [Cl 5A(g)]

Notice period for Record Date and Board Meeting – Amendments to clause 16 and clause 19
It has been decided to reduce the timelines for notice period for all corporate actions like dividend, bonus, rights, mergers, demergers, splits, etc, for all scrips whether in demat or physical, whether in F&O segment or not.

The notice period for record date has been reduced to 7 working days (now there is no confusion of whether 30 days or 21 days or 15 days or 7 days) and for board meeting has been reduced to 2 working days (now there is no confusion of whether 7 days or 2 days). 

Kindly note, it is the board meeting intimation where buy back is proposed to be considered as per Cl 19(d) is also 2 working days (not 7 days as earlier).

Uniformity in dividend declaration – Insertion of clause 20A
It has been decided to mandate that listed companies shall declare their dividend on per share basis only. This is expected to bring uniformity in the manner of declaring dividend amongst the listed companies.

 

Cl 20A - “The Issuer agrees to declare and disclose the dividend on per share basis only”.

 

Shareholding pattern for each class of shares and voting rights pattern – Amendment to clause 35
It is clarified that clause 35 of the listing agreement which gives a format for disclosures of shareholding pattern, is required to be given for each class of security separately. Further, it has been decided to amend clause 35 to provide an additional format for disclosures of voting rights pattern in the company.  For the new formats, click http://www.sebi.gov.in/circulars/2009/circfd04.pdf or wait for the amendments in Listing Agreement.

File Offer Documents (50 crores) at SEBI Western Regional Office, Ahmedabad from 1st May 2009

Schedule XXII of SEBI (DIP) Guidelines, 2000 (click here for the latest guideline) got amended enabling Merchant Bankers  to file the draft offer documents (public issue & rights issue) of size up to Rs. 50 crores, of the companies whose registered office falls in Gujarat and Rajasthan, with the regional office of SEBI in Ahmedabad.

Securities and Exchange Board of India

Western Regional Office

Unit No: 002, Ground Floor, SAKAR I,

Near Gandhigram Railway Station,

Opposite Nehru Bridge, Ashram Road,

Ahmedabad – 380 009.

Phone: (079) 26583633, 26583634 and 26583635.

Click here for the said circular http://www.sebi.gov.in/circulars/2009/cfdcir04.pdf

SEBI guidelines for Exit option to Regional Stock Exchanges

RSE means Recognised Stock Exchange u/s. 4 of SCRA as Regional Stock Exchange concept is almost extinct.

For - Regional Stock Exchanges (RSEs) whose recognition is withdrawn and/or renewal of recognition is refused by SEBI and RSEs who may want to surrender their recognition

1. The brokers/trading members of such de-recognised stock exchanges shall be liable to pay SEBI registration fees as per Schedule III of the SEBI (Stock Brokers and Sub Brokers) Regulations, 1992 till the date of such de-recognition. Dues of the brokers to SEBI shall be recovered by the exchange out of the brokers’ deposits / capital / share of sale proceeds / winding up proceeds / dividend payable, etc. available with the exchange and transferred to SEBI.
2. In case the stock exchange, after de-recognition, continues as a corporate entity under the Companies Act, 1956, it shall not use the expression ‘stock exchange’ or any variant in its name or in its subsidiaries name so as to avoid any representation of any present or past affiliation with the stock exchange.
3. The companies which are listed in such de-recognised RSEs and also listed in any other stock exchange(s) may continue to remain listed in the other stock exchange(s). In case of companies exclusively listed on those de-recognised stock exchanges, it shall be mandatory for such companies to either seek listing at other stock exchanges or provide for exit option to the shareholders as per SEBI Delisting Guidelines / Regulations after taking shareholders’ approval for the same, within a time frame, to be specified by SEBI, failing which the companies shall stand delisted through operation of law.

Find full details in SEBI Circular MRD/DoP/SE/Cir- 36 /2008 dated 29.12.2008

Download amended SEBI takeover code & listing agreement clause 35 & 41 disclosure tables in word form

SEBI has mandated disclosure of pledged shares by Promoters or Promoters group by Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2009 and can be understood in http://yehseeyes.blogspot.com/2009/02/regulation-8atakeover-disclosure-of.html

Takeover Amendment
Now,
1. REPORTING FORMAT Under Regulation 8A(1), 8A(2) and 8A(3) TO BE FILED BY THE PROMOTER / PROMOTER GROUP TO THE COMPANY and
2. REPORTING FORMAT U/Regulation 8A(4) TO BE FILED BY THE COMPANY TO STOCK EXCHANGE is notified.

Further in the format, 1. "Entity" means "Promoter or every person forming part of the Promoter Group". 2. Names of the promoter and promoter group shall be the same as appearing in other filings made with stock exchanges. Amendment Notification in http://www.sebi.gov.in/circulars/2009/cfdcir.pdf

You can now download the word formats for editing & filing with Stock Exchanges by clicking http://www.box.net/shared/tvlcjj1ayr

Listing Agreement Amendment

Subsequently Amendment to Clause 35 & 41 of listing agreement is notified.

Cl 35: The format for reporting the shareholding pattern contains six parts. The first two parts viz. Part I(a) and I(b) contains disclosures of shareholding of promoter and promoters group. Part I(a) and I(b) of the format are required to be amended to include details of shares pledged by promoters and promoter group entities.

Cl 41: The format for submitting the quarterly financial result of the company, is required to be modified to include details of promoters and promoter group shareholding including the details of pledged shares.

The reporting as per the revised formats under clause 35 and 41 shall start from the quarter ending March 31, 2009.

Amendment Notification in http://www.sebi.gov.in/circulars/2009/dil0309.pdf

You can now download the word formats for editing & filing with Stock Exchanges by clicking http://www.box.net/shared/1e9yquco6a

SEBI amends Listing Agreement Clauses 16,19,24&41 on 4th September 2008

SEBI today amended equity listing agreement to give effect to the reduction of time period  in case of Rights issue as decided on the previous SEBI Board meeting and also in line with the circular issued on August 28,2008 amending the SEBI (DIP) guidelines and also made certain changes to existing clause 41 (Submission of financial results) based on the decision taken by SEBI's committee on disclosures and Accounting standards and also on the representations received from the various quarters :

Following clauses are amended :Clause 16,19,24 and 41.

1. Clause 16 & 19-:

Notice period regarding Rights Issues: The notice period for intimation of the record date to Stock Exchange (SE) reduced to 7 days in case of Rights issue and the notice period for intimation to SE regarding the Board meeting in which the decision regarding the Rights issue to be taken was reduced to 2 days from 7 days. The reduction in timelines would reduce the market risk faced by an issuer and ensure faster turnaround of money for investors. There are also certain amendments to bring homogeneity in the number of days for notice period and for record date in case of rights issue.

2. Clause 24:

“Fairness Opinion” of independent merchant banker:

To protect the interest of the investor, in case of any scheme of arrangement entered into by the company and to ensure proper valuation is done in those cases , the listed company as well as the unlisted company which are getting merged shall  be required to appoint an independent merchant banker for giving a fairness opinion on the valuation done by Valuers. Further, the “Fairness opinion” of the merchant bankers shall be made available to the shareholders at the time of approving the resolution under Clause 24.

3. Clause 41:

Submission & Publication of Financial Results: In order to bring more efficiency in the disclosures of financial results, it has been decided to modify Clause 41 of the listing agreement. The major modifications are as follows:

a. Time limit for submission of financial results to stock exchanges: A listed entity in addition to submitting quarterly and year to date standalone financial results within one month of end of the quarter may also submit consolidated financial results to the stock exchange within two months from the end of the quarter.

b. Publication of financial results: A listed entity opting to submit consolidated financial results in addition to standalone results to the stock exchanges shall publish consolidated financial results only.

c. Limited review report to be placed before Board of Directors: A listed entity would be required to place the limited review report on un-audited financial results before its board of directors / committee before submission to stock exchanges only if the variation (as defined in present Clause 41) between un-audited financials and financials amended pursuant to limited review for the same period exceeds 10%.

d. Submission of limited review report in case of last quarter: Where the listed entity chooses to submit un-audited financial results for the last quarter (instead of submitting audited financial results for the entire financial year within 3 months of end of financial year), the limited review report shall be submitted for the last quarter also.

4. Applicability:

Changes in Clauses 16, 19, 24 and 41 of the Equity Listing Agreement mentioned above would be applicable with immediate effect. However, with regard to Clause 41, the provisions under sub-clause (VI) item (b) relating to submission and publication of the financial results shall be applicable from the second quarter onwards for the current financial year.

You can access the full text of circular at http://www.sebi.gov.in/circulars/2008/amendmentslisting.pdf

as amended SCRA enables, SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 from 26 may 2008

The amendment to Securities Contracts (Regulation) Act, 1956 (SCRA) enabled SEBI to provide for disclosure based regulation for public issue of or listing of securitized debt instruments on the recognized stock exchanges with  a view to develop market for securitized debt instruments. Accordingly, SEBI has notified SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 on May 26, 2008 taking into account the market needs, cost of the transactions, competition policy, the professional expertise of credit rating agencies, disclosures and obligations of the parties involved in the transaction and the interest of investors in such instruments. Salient features of the regulations are as follows : -



(a)The special purpose distinct entity i.e. issuer shall be in the form of a trust, the trustees thereof will require registration from SEBI. The registration granted to a trustee shall be permanent subject to compliance with the provisions with the SCRR and the regulations and payment of appropriate fees.

(b) If a debenture trustee registered with SEBI or a securitization company or a asset reconstruction company registered with Reserve Bank of India or National Housing Bank or the NABARD is the trustee of the issuer no registration from SEBI to act as such shall be required.

(c)  The securitized debt instruments issued to public or listed on recognized stock exchange shall acknowledge the beneficial interest of the investors in underlying debt or receivables assigned to the issuer. The regulations provide flexibility in terms of pay through / pass through structures and do not restrict any particular mode.

(d) The assignment of assets to the issuer shall be a true sale. The debt or receivables assigned to the issuer should be expected to generate identifiable cash flows for the purpose of servicing the instrument and the originator should have valid enforceable interests in the assets and in cash flow of assets prior to securitization.

(e) The issuer shall be a bankruptcy remote from the originator. Originator shall be an independent entity from the issuer and its trustees and the originator and its associates shall not exercise any control over the issuer. However, the originator may be appointed as a servicer. The issuer may appoint any other person as servicer in respect of any its schemes to co-ordinate with the obligors, manage the said pool and collection therefrom, administer the cash flows of asset pool, distribution to investors and reinvestments. The issuer shall not acquire any debt or receivables from any originator who is part of the same group or which is under the same management as the trustee.  Regulations require strict segregation of assets of each scheme.

(f).  The issuer may offer securitised debt instruments to public for subscription through an offer document containing disclosures of all relevant material facts including financials of the issuer, originator, quality of the asset pool, disclosure of various kinds of risks, credit ratings including unaccepted ratings, arrangements made for credit enhancement, liquidity facilities availed, underwriting of the issue etc. apart from the routine disclosures relating to issue, offer period, application, etc.

(g)Rating from atleast two credit rating agencies is mandatory and all ratings including unaccepted ratings shall be disclosed in the offer documents. The rating rationale should include reference to the quality of the said pool and strengthen of cash flows, originator profile, payment structure, risks and concerns for investors, etc.

(h) The instrument shall be in dematerialized form.

(i)The draft offer document shall be filed with SEBI atleast 15 days before opening of the issue.

(j)   In case of public issuances listing will be mandatory. The instruments issued on private placement basis may also be listed subject to the compliance of simplified provisions of the regulations. The securitised debt instruments issued to the public or listed on a recognized stock exchange in accordance with these regulations shall be freely transferable.

(k). It has been proposed to introduce simplified and relaxed listing agreement. Listing of private placement is also permitted subject to the compliance of simplified provisions of the listing agreement and the regulations. The simplified listing agreement is under preparation.

Please find attached the full text of the SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 <http://www.sebi.gov.in/acts/sdireg.pdf> .

Source: PR No.124/2008 dated 19th June 2008

Thanks & Regards

Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Moble: 919884731993/ 919790906827
 

SEBI simplifies (Issuance and Listing of Debt Securities) Regulations, 2008

SEBI (Issue & Listing of Debt Securities) Regulations, 2008

 

In order to facilitate development of a vibrant primary market for corporate bonds in India, Securities and Exchange Board of India (SEBI) has notified Regulations for Issue and Listing of Debt Securities to provide for simplified regulatory framework for issuance and listing of non-convertible debt securities (excluding bonds issued by Governments) issued by any company, public sector undertaking or statutory corporations.  The Regulations  will not apply to  issue and listing of, securitized debt instruments  and  security receipts for which separate regulatory regime is in place.

The Regulations provide for rationalized disclosure requirements for public issues and flexibility to issuers to structure their instruments and decide on the mode of offering, without diluting the areas of regulatory concern. In case of public issues, while the disclosures specified under Schedule II of the Companies Act, 1956 shall be made, the Regulations require additional disclosures about the issuer and the instrument such as nature of instruments, rating rationale, face value, issue size, etc.

While the requirement of filing of draft offer documents with SEBI for observations has been done away with, emphasis has been placed on due diligence, adequate disclosures, and credit rating as the cornerstones of transparency. Regulations prescribe certifications to be filed by merchant bankers in this regard. The Regulations emphasize on the role and obligations of the debenture trustees, execution of trust deed, creation of security and creation of debenture redemption reserve in terms of the Companies Act.

The Regulations enable electronic disclosures. The draft offer document needs to be filed with the designated stock exchange through a SEBI registered merchant banker who shall be responsible for due diligence exercise in the issue process and the draft offer document shall be  placed on the websites of the stock exchanges for a period of seven working days inviting comments. The documents shall be downloadable in PDF or HTML formats. The requirements for advertisements have also been simplified.

While listing of securities issued to the public is mandatory, the issuers may also list their debt securities issued on private placement basis subject to compliance of simplified regulatory requirements as provided in the Regulations. The Regulations provide an enabling framework for listing of debt securities issued on a private placement basis, even in cases where the equity of the issuer is not listed. NBFCs and PFIs are exempted from mandatory listing. However, they may list their privately placed debt securities subject to compliance with the simplified requirements and Listing Agreement. A rationalized listing agreement for debt securities is under preparation.

Please find attached the full text of the SEBI (Issue and Listing of Debt Securities) Regulations <http://www.sebi.gov.in/acts/debtregu.pdf> .

Source: PR No.123/2008 dated 19th June 2008
 

Thanks & Regards

Alagar
Investment Banking
Karvy Investor Services Limited
Chennai
Moble: 919884731993/ 919790906827
 

SEBI amends Clause 49

SEBI amends Clause 49

Loophole left in the Clause 49 was plugged...

1) Companies are complying with Clause 49 of the listing Agreement only in letter and not in spirit. Now, if you have a person related to promoter as non-executive chairman, then half of the board should be independent.

2) The age limit of the Independent director fixed to a minimum of 21 years.

3) The time limit for appointment of another independent director after resignation of an independent director fixed as max. 180 days...but if the one-third/half composition is complied with, even after resignation, then this provision is not applicable.

SEBI had received requests/suggestions to bring about clarifications on certain provisions of the clause. After examining the same, it has been decided to modify the existing Clause 49. Hence SEBI vide circular SEBI/CFD/DIL/CG/1/2008/08/04 dated April 08, 2008 issued to stock exchanges has amended Clause 49 of the Listing Agreement to include the following provisions:

Mandatory provisions:

1. If the non-executive Chairman is a promoter or is related to promoters or persons occupying management positions at the board level or at one level below the board, at least one-half of the board of the company should consist of independent directors.

2. Disclosures of relationships between directors inter-se shall be made in specified documents/filings.

3. The gap between resignation/removal of an independent director and appointment of another independent director in his place shall not exceed 180 days. However, this provision would not apply in case a company fulfils the minimum requirement of independent directors in its Board, i.e., one-third or one-half as the case may be, even without filling the vacancy created by such resignation/removal.

4. The minimum age for independent directors shall be 21 years.

Non-mandatory provisions:

The company shall ensure that the person who is being appointed as an independent director has the requisite qualifications and experience which would be of use to the company and which, in the opinion of the company, would enable him to contribute effectively to the company in his capacity as an independent director.

Full text of SEBI circular at http://www.sebi.gov.in/Index.jsp?contentDisp=WhatsNewScroll&FilePath=/circulars/2008/cfdcir08.html

Understand the SEBI Updates here....

NSE Listing Fees & Clause 35 amendments

Credits to Mr. Ashwin...for this detailed presentation...

Listing fees as the name implies is the fees to be paid by the companies to the stock exchange where their shares are listed based on the paid up capital of the Company. This is to be paid annually. The Annual listing fee of National Stock Exchange of India Ltd.,(NSEIL) each year has to be paid on or before 30^th of April.

The listing fees of NSEIL has been revised/changed w.e.f. 1^st April, 2008 and the revised list is as follows:-

S.No.	Particulars		Amount (Rs.)
1	Initial listing Fees(one time payment)		25,000
2	Annual listing Fees (based on paid up share, bond and/or debenture and/or debt capital, etc.)
	Above(Rs.)	Upto(Rs.)
	N.A.	1 Crores	10,000
	1 Crores	5 Crores	15,000
	5 Crores	10 Crores	25,000
	10 Crores	20 Crores	45,000
	20 Crores	30 Crores	70,000
	30 Crores	40 Crores	75,000
	40 Crores	50 Crores	80,000
	50 Crores	100 Crores	130,000
	100 Crores	150 Crores	150,000
	150 Crores	200 Crores	180,000
	200 Crores	250 Crores	205,000
	250 Crores	300 Crores	230,000
	300 Crores	350 Crores	255,000
	350 Crores	400 Crores	280,000
	400 Crores	450 Crores	325,000
	450 Crores	500 Crores	375,000
	500 Crores		375,000+2500 for every increase of 5 crores or part thereof
	1000 Crores		630,000+2750 for every increase of 5 crores or part thereof

ALTERATION IN FORMAT (l)(d) UNDER CLAUSE 35 OF

LISTING AGREEMENT

Through Circular NSE/CML/2006/002 dated April 26, 2006 amendment was made in Clause 35 of listing agreement requiring the company to file shareholding pattern within 21 days from the end of the each quarter.

Under clause 35, company is also required to file statement of locked in shares in Format (l) (d)

Format (l) (d) under Clause 35 of the listing agreement is altered by introducing a new column – "Category of share holders" After the amendment it stands as follows:-

(l)(d) – Statement showing details of locked in shares

Sr.No.	Name of the shareholder	*Category of shareholders (Promoters/Public)	Number of locked-in shares	Locked-in shares as a percentage of total number of shares{i.e., Grand Total (A)=(B)+(C) indicated in Statement at para (l)(a) above}
1.
2.
TOTAL

*New addtion in the format (l)(d) of the clause

Keep updatin...