Regulation 106Z - Listing without public issue - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

2 [Listing without public issue. 106Z. (1) An entity seeking listing of its specified securities without making a public issue shall file a draft information document along with necessary documents with the Board in accordance with these regulations along with fee as specified in Schedule IV of these regulations. (2) The draft information document shall contain the disclosures as specified for draft offer document in these regulations. (3) Regulations relating to the following shall not be applicable in case of listing without public issue: (i) allotment; (ii) issue opening / closing; (iii) advertisement; (iv) underwriting; (v) sub-regulation (5) of regulation 26; (vi) pricing; (vii) dispatch of issue material; (viii) and other such provisions related to offer of specified securities to public. (4) The entity shall obtain in-principle approval from the recognized stock exchanges on which it proposes to get its specified securities listed. (5) The entity shall list its specified securities on the recognized stock exchange(s within thirty days: (a) from the date of issuance of observations by the Board; or (b) from the expiry of the period stipulated in sub-regulation (2) of regulation 6, if the Board has not issued any such observations. (6) The entity which has received in-principle approval from the recognized stock exchange for listing of its specified securities on the institutional trading platform, without making a public issue, shall be deemed to have been waived by the Board under sub-rule (7) of rule 19 from the requirement of clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulation) Rules, 1957 for the limited purpose of listing on the institutional trading platform. (7) Provisions relating to minimum public shareholding shall not apply to entities listed on institutional trading platform without making a public issue. (8) The draft and final information document shall be approved by the board of directors of the entity and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the Companies Act, 2013 and the Chief Financial Officer, i.e., the Whole-time Finance Director or any other person heading the finance function and discharging that function. (9) The signatories shall also certify that all disclosures made in the information document are true and correct. (10) In case of mis-statement in the information document or any omission therein, any person who has authorized the issue of information document shall be liable in accordance with the provisions of the SEBI Act, 1992 and regulations made thereunder. ] ********** 1. Inserted vide SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013 , w.e.f. 8-10-2013 2. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015 , w.e.f. 14.08.2015 before it was read as 1 [Listing of specified securities 106Z. (1) A company that fulfils the eligibility criteria specified in Regulation 106Y may apply to a recognised stock exchange for listing of its specified securities on the institutional trading platform, enclosing therewith an information document containing disclosures as specified in Schedule XIX A. (2) The information document shall be made public by hosting it on the website of recognized stock exchange for a period of atleast twenty one days from the date of such filing. (3) The recognised stock exchange may grant in-principle approval to the company. (4) The company which has received in-principle approval from the recognised stock exchange for listing of its specified securities on the institutional trading platform shall be deemed to have been waived by the Board under sub-rule (7) of Rule 19 from clause (b) of sub-rule (2) of Rule 19 of Securities Contracts (Regulation) Rules, 1957 for the limited purpose of listing on institutional trading platform. (5) The recognised stock exchange on satisfying that the applicant is compliant with Regulation 106Y and its bye-laws may list the securities of the company on the institutional trading platform.]