BSE’s Direct Listing Norms for Non-operational Stock Exchange Listed Companies

In consonance with the SEBI Circular dated 22nd May, 2014 advising the Companies exclusively listed on non-operational stock exchanges to opt for direct listing on any of the stock exchanges having
Ms. Anjali Aggarwal
Vice President
+919971673336
anjali@indiacp.com
nationwide trading terminal, the BSE has relaxed its direct listing norms for such Companies.

The main highlights of the said norms are outlined as follows:
S.No.
Criteria
Threshold
1.       
Issued and Paid up capital
Minimum Paid up capital: Rs. 1 Crore

and

Net worth: Rs. 3 Crores
Networth
2.       
Profit making track record
Distributable profits in terms of Sec. 123 of Companies Act, 2013 for at least 1 out of 2 immediately preceding financial years based on audited financial results.
3.       
Listing track record with Recognized Stock Exchange
Companies should have been exclusively Listed on stock exchanges seeking de-recognition and /or exit or de-recognized stock exchanges
4.       
Public Shareholding
Public Shareholding should be Meeting with the requirements of SCRA, SCRR and Clause 40A of the Listing Agreement i.e. at least 25% of the entire shareholding shall be held by public.
If the Company is not compliant with clause 40A of the listing agreement at time of applying for direct listing, the Company shall submit an Undertaking in this regard.
5.       
No. of public shareholders
Minimum 500
6.       
Signing with both the depositories

The Company must enter into an agreement with both the depositories.

7.       
Trading in Compulsory Demat
Minimum of 50% of the Public Shareholding and 100% of Promoters’ Shareholding should be in demat mode, else Company can commence trading ONLY in Trade-for-Trade basis till the time it complies with the above stipulation.
8.       
Action against company/ promoters/ promoter group entities/ directors
Where the Company or the promoters or the Directors have been debarred or disciplinary action has been taken against them by SEBI, then a period of at least 3 years should have elapsed since the expiry of the debarment period/disciplinary action.
9.       
Withdrawal/Rejection
Once companies that have approached for listing are denied listing for any reason whatsoever, they may reapply for listing after a minimum period of 6 months. If rejected a second time, the company would not be eligible to apply again

Company shall not have been de-listed at any time under delisting regulation 2003 /2009.
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