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TMI BlogApplication under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for relaxing strict enforcement of clause (b) to sub-rule (2) of rule 19 thereofX X X X Extracts X X X X X X X X Extracts X X X X ..... SEBI ( I ssue of C apital and D isclosure R equirements) Regulations, 2009 (hereinafter referred to as the ICDR Regulations ). The ICDR Regulations have been notified on August 26, 2009. 2. Clause 8.3.5 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 (since rescinded) contained provisions for considering the applications under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as the SCRR ) in certain cases. Since this clause pertained to the matters relating to listing of securities under SCRR, it was decided not to incorporate it in the ICDR Regulations but to issue the same by way of a circular under section 11 of the Securities and Exchange Board of India Act, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or listing of equity shares pursuant to Scheme sanctioned by a High Court 1. An unlisted issuer may make an application to the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as the SCRR ), seeking relaxation from the strict enforcement of clause (b) to sub-rule (2) of rule 19 thereof for listing of its equity shares on a recognised stock exchange without making an initial public offer if it satisfies the following conditions: (a) The equity shares sought to be listed have been allotted by the unlisted issuer (transferee entity) to the holders of securities of a listed entity (transferor entity) pursuant to a scheme of reconstruction or amalgamation (Scheme) sanctione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s for listing of its equity shares, within thirty days of the date of the order of the High Court sanctioning the Scheme, simultaneously on all the stock exchanges where the equity shares of the transferor entity are/were listed. 3. In case of a hiving off of a division of a listed entity (say, entity A ) and its merger with a newly formed or existing unlisted issuer (say, entity B ) there will not be any additional lock-in, if the paid-up share capital of the unlisted issuer 'B' is only to the extent of requirement for incorporation purposes. 4. In case of merger where the paid-up share capital of the unlisted issuer seeking listing (say, entity B ) is more than the requirement for incorporation, the promoters' shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the amalgamation. (i) Financial statements for the previous three years prior to the date of listing. (j) Latest audited financial statements along with notes to accounts and any audit qualifications. Change in accounting policies in the last three years and their effect on profits and reserves (Financial statements should not be later than six months prior to the date of listing). (k) Details of its other group companies including their capital structure and financial statements. (l) Outstanding litigations and defaults of the transferee entity, promoters, directors or any of the group companies. (m) Particulars of high, low and average prices of the shares of the listed transferor entity during the preceding three years. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard under sub-Rule (7) of rule 19 of the SCRR seeking relaxation from strict enforcement of clause (b) to sub-rule (2) of rule 19 if it satisfies the following conditions: (a) warrants are issued as combined offering of NCDs and warrants through qualified intuitions placement under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as the ICDR Regulations ); (b) the issuer is in compliance with all the provisions of Chapter VIII of the ICDR Regulations ; (c) NCDs and warrants shall be traded in the minimum trade lot of one lakh rupees. PART D Miscellaneous 1. An application to the Board under Part A, Part B or Part C shall be made through the designated s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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