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TMI BlogSecurities and Exchange Board of India (Issue of Capital And Disclosure Requirements) (Fourth Amendment) Regulations, 2015X X X X Extracts X X X X X X X X Extracts X X X X ..... 3) and before sub-regulation (4), the following proviso shall be inserted, namely:- "Provided that requirements of this sub-regulation shall not be applicable in case of product advertisements of the issuer." (ii) for Chapter XC, the following shall be substituted, namely:- "CHAPTER XC LISTING ON INSTITUTIONAL TRADING PLATFORM Applicability. 106W. (1) The provisions of this chapter shall apply to entities which seek listing of their specified securities exclusively on the institutional trading platform either pursuant to a public issue or otherwise. (2) The provisions of these regulations, in respect of the matters not specifically dealt or excluded under this Chapter, shall apply mutatis mutandis to any listing of specified securities under this Chapter: Provided that the provisions of sub-regulation (4) of regulation 4, sub-regulations (1) and (2) of regulation 26 of these regulations shall not apply to listing of specified securities made under this Chapter. (3) The institutional trading platform shall be accessible to institutional investors and non-institutional investors. Definitions. 106X. (1) In this chapter, unless the context otherwise requires,- (a) "institut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ublic 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pt projections, as deemed fit by the issuers in order to enable investors to take informed decisions and the disclosures shall suitably caution the investors about basis of valuation. Lock-in. 106ZB. (1) The entire pre-issue capital of the shareholders shall be locked-in for a period of six months from the date of allotment in case of listing pursuant to public issue or date of listing in case of listing without public issue: Provided that nothing contained in this regulation shall apply to: (i) equity shares allotted to employees under an employee stock option or employee stock purchase scheme of the entity prior to the initial public offer, if the entity has made full disclosures with respect to such options or scheme in accordance with Part A of Schedule VIII; (ii) equity shares held by a venture capital fund or alternative investment fund of Category I or a foreign venture capital investor: Provided that such equity shares shall be locked in for a period of at least one year from the date of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor. (iii) equity shares held by persons other than promoters, continuously for a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d by the independent directors of such a delisted entity. Migration to main board. 106ZE. An entity that has listed its specified securities on a recognized stock exchange in accordance with the provisions of this Chapter may at its option migrate to the main board of that recognized stock exchange after expiry of three years from the date of listing subject to compliance with the eligibility requirements of the stock exchange. Repeal and saving. 106ZF. The provisions of Chapter XC and all directions, guidelines, instructions or circulars, issued by the Board as applicable to small and medium enterprises which are listed on the institutional trading platform, as on the date of commencement of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015 shall continue to remain in force for the period such companies are listed on the institutional trading platform or till such time as specified by the Board, whichever is earlier, as if Chapter XC had not been repealed. Explanation.- Under this Chapter, the phrases 'pre-issue' and 'post-issue', wherever they occur shall be construed as 'pre-listing' and 'post-list ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndertakings and other creditors, separately giving details of number of cases and amount involved; (iii) Complete details about outstanding dues to creditors as per (i) and (ii) above shall be disclosed on the webpage of the company with a web link thereto in the offer document." (II) sub-clause (3) shall be omitted. (vi) Schedule XIX A shall be omitted. U.K. SINHA, Chairman [ADVT.-III/4/Exty./69 ZB/15(165)] Footnote: 1. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 were published in the Gazette of India on 26th August, 2009 vide No. LAD-NRO/GN/2009- 10/15/174471. 2. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 were subsequently amended on:- (1) 11th December, 2009 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009 vide No. LAD-NRO/GN/2009- 10/23/186926. (2) 1st January, 2010 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2010 vide No. LAD-NRO/GN/2009- 2010/25/189240. (3) 8th January, 2010 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ide No. LAD-NRO/GN/2013-14/28/6720. (17) 7th January, 2014 by Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 vide No. LAD-NRO/GN/2013-14/36/12. (18) 4th February, 2014 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2013-14/44/226. (19) 23rd May, 2014 by Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/03/1089. (20) 25th August, 2014 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/06/1372. (21) 24th March 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2015 vide No. LAD-NRO/GN/2014-15/24/538. (22) 5th May 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2015 vide No. No.SEBINRO/OIAE/GN/2015-16/003. (23) 11th August 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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