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TMI BlogSecurities and Exchange Board of India (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013.X X X X Extracts X X X X X X X X Extracts X X X X ..... ly:- Short title and commencement 1. These regulations may be called the Securities and Exchange Board of India (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013. 2. They shall come into force on the date of their publication in the Official Gazette. Amendment to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,- (i) after Chapter XB, the following Chapter shall be inserted, namely :- CHAPTER XC LISTING AND ISSUE OF CAPITAL BY SMALL AND MEDIUM ENTERPRISES ON INSTITUTIONAL TRADING PLATFORM WITHOUT INITIAL PUBLIC OFFERING Applicability 106W. The provisions of this Chapter shall apply to small and medium enterprises which do not have their securities listed on any recognised stock exchange and which seek listing of their specified securities exclusively on the institutional trading platform. Definitions 106X. (1) In this Chapter, unless the context otherwise requires,- (a) institutional trading platform means the trading platf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company through such association/group, or (iii) The company has received finance from a scheduled bank for its project financing or working capital requirements and a period of three years has elapsed from the date of such financing and the funds so received have been fully utilized, or (iv) A registered merchant banker has exercised due diligence and has invested not less than fifty lakh rupees in equity shares of the company which shall be locked in for a period of three years from the date of listing, or (v) A qualified institutional buyer has invested not less than fifty lakh rupees in the equity shares of the company which shall be locked in for a period of three years from the date of listing, or (vi) A specialized international multilateral agency or domestic agency or a public financial institution as defined under section 4A of the Companies Act, 1956 has invested in the equity capital of the company. 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 ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued. e) the disclosures as referred to in clause (d) of sub-regulation (4) shall be made available to the recognised stock exchanges for dissemination, atleast fifteen days prior to the general body meeting where approval of shareholders is being sought for the proposed private placement; f) the securities so issued through private placement shall be made at a price not less than higher of the following: (i) the book value of the equity shares as per its last audited financial statement not older than six months; (ii) value of shares as determined in an independent auditor s or registered merchant banker's report. (5) A company listed on institutional trading platform making a rights issue shall comply with the following: a) there shall not be an option for renunciation of rights; b) the company shall obtain in-principle approval from the recognised stock exchange where its securities are listed prior to a rights issue; c) the company making a rights issue shall send a letter of offer to its shareholders through registered post or speed post or electronic mode and the same shall be made available on the website of the company and the recognised stock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... k exchange. (4) In case of a company delisted under sub-regulation (3), no company promoted by promoters and directors of such delisted company shall be permitted to be listed on institutional trading platform for a period of five years from the date of such delisting: Provided that the provisions of sub-regulation (4) shall not apply to a company promoted by the independent directors of such a delisted company. Liability for mis-statement in the information document. 106ZE. In case of any 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 Act and regulations made thereunder. (ii) after Schedule XIX, the following Schedule shall be inserted, namely :- SCHEDULE XIXA [See regulation 106Z(1)] INFORMATION DOCUMENT 1. Business. 1.1. Description of business: I. Describe the general development of the business of the company, its subsidiaries; II. The principal products produced and services rendered by the company in the segment and the principal markets for the segment's principal products and ser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s or proposed business; V. The lack of a market for the company's equity shares or securities convertible into or exercisable for equity shares. 3. Security ownership of certain beneficial owners and management. 3.1. Information with respect to the shareholding of a beneficial owner: Class/ type of securities Name and address of beneficial owner Amount and nature of beneficial ownership Percent 3.2. Any significant shareholders agreement and details thereof. 4. Directors and executive officers. List the names and ages of all directors of the company and all persons nominated or chosen to become directors; indicate all positions and offices with the company held by each such person; state his term of office as director and any period(s) during which he has served as such; describe briefly any arrangement or understanding between him and any other person(s) [naming such person(s)] pursuant to which he was or is to be selected as a director or nominee. 5. Promoters. 5.1. A complete profile of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 4. In the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, in regulation 1,- (i) in sub-regulation (3), for the full stop, the symbol : shall be substituted; (ii) after sub-regulation (3), the following proviso shall be inserted, namely,- Provided that these regulations shall not apply to direct and indirect acquisition of shares or voting rights in, or control over a company listed on the institutional trading platform of a recognised stock exchange. Amendment to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. 5. In the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, in regulation 3, - (i) in sub-regulation (1), for the full stop, the symbol : shall be substituted; (ii) after sub-regulation (1), the following proviso shall be inserted, namely,- Provided that these regulations shall not apply to securities listed on the institutional trading platform of a recognised stock exchange. U. K. SINHA, Chairman [ADVT. III/4/Exty./69 ZB/13] - Notification Tax Management India - taxmanagementind ..... X X X X Extracts X X X X X X X X Extracts X X X X
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