Need Help
Querist :
Anonymous
(Querist) 31 December 2009
This query is : Resolved
I have a company registered as a pvt limited and I need to list it in Calcutta stock market, Kindly help me out with the procedures and documents. the company is registered on 26th dec 2009.
Raj Kumar Makkad
(Expert) 31 December 2009
Visit the following link for the satisfaction of your quarry:
http://www.dmoz.org/Business/Investing/Stocks_and_Bonds/Exchanges/
A V Vishal
(Expert) 01 January 2010
YOU HAVE NOT MENTIONED THE AUTHORIZED SHARE CAPITAL OF YOUR COMPANY, HOWEVER, I AM ENCLOSING THE LISTING ELIGIBILITY
A V Vishal
(Expert) 01 January 2010
The following eligibility criteria have been prescribed effective August 1, 2006 for listing of companies on BSE, through Initial Public Offerings (IPOs) & Follow-on Public Offerings (FPOs):
Companies have been classified as large cap companies and small cap companies. A large cap company is a company with a minimum issue size of Rs. 10 crore and market capitalization of not less than Rs. 25 crore. A small cap company is a company other than a large cap company.
In respect of Large Cap Companies
The minimum post-issue paid-up capital of the applicant company (hereinafter referred to as "the Company") shall be Rs. 3 crore; and
The minimum issue size shall be Rs. 10 crore; and
The minimum market capitalization of the Company shall be Rs. 25 crore (market capitalization shall be calculated by multiplying the post-issue paid-up number of equity shares with the issue price).
In respect of Small Cap Companies
The minimum post-issue paid-up capital of the Company shall be Rs. 3 crore; and
The minimum issue size shall be Rs. 3 crore; and
The minimum market capitalization of the Company shall be Rs. 5 crore (market capitalization shall be calculated by multiplying the post-issue paid-up number of equity shares with the issue price); and
The minimum income/turnover of the Company shall be Rs. 3 crore in each of the preceding three 12-months period; and
The minimum number of public shareholders after the issue shall be 1000.
A due diligence study may be conducted by an independent team of Chartered Accountants or Merchant Bankers appointed by BSE, the cost of which will be borne by the company. The requirement of a due diligence study may be waived if a financial institution or a scheduled commercial bank has appraised the project in the preceding 12 months.
For all companies :
In respect of the requirement of paid-up capital and market capitalization, the issuers shall be required to include in the disclaimer clause forming a part of the offer document that in the event of the market capitalization (product of issue price and the post issue number of shares) requirement of BSE not being met, the securities of the issuer would not be listed on BSE.
The applicant, promoters and/or group companies, shall not be in default in compliance of the listing agreement.
The above eligibility criteria would be in addition to the conditions prescribed under SEBI (Disclosure and Investor Protection) Guidelines, 2000.
Submission of Letter of Application
As per Section 73 of the Companies Act, 1956, a company seeking listing of its securities on BSE is required to submit a Letter of Application to all the stock exchanges where it proposes to have its securities listed before filing the prospectus with the Registrar of Companies.
As per the Listing Agreement, a company is required to complete the allotment of securities offered to the public within 30 days of the date of closure of the subscription list and approach the Designated Stock Exchange for approval of the basis of allotment.
In case of Book Building issues, allotment shall be made not later than 15 days from the closure of the issue, failing which interest at the rate of 15% shall be paid to the investors.
As per SEBI Guidelines, an issuer company should complete the formalities for trading at all the stock exchanges where the securities are to be listed within 7 working days of finalization of the basis of allotment.
A company should scrupulously adhere to the time limit specified in SEBI (Disclosure and Investor Protection) Guidelines 2000 for allotment of all securities and dispatch of allotment letters/share certificates/credit in depository accounts and refund orders and for obtaining the listing permissions of all the exchanges whose names are stated in its prospectus or offer document. In the event of listing permission to a company being denied by any stock exchange where it had applied for listing of its securities, the company cannot proceed with the allotment of shares. However, the company may file an appeal before SEBI under Section 22 of the Securities Contracts (Regulation) Act, 1956.
Requirement of 1% Security
Companies making public/rights issues are required to deposit 1% of the issue amount with the Designated Stock Exchange before the issue opens. This amount is liable to be forfeited in the event of the company not resolving the complaints of investors regarding delay in sending refund orders/share certificates, non-payment of commission to underwriters, brokers, etc.
Querist :
Anonymous
(Querist) 02 January 2010
AUTHORIZED SHARE CAPITAL would be 4 lacs. Please help me more, regarding this.
and what is this post-issue paid-up capital ?
A V Vishal
(Expert) 02 January 2010
The minimum authorized share capital has to be 5 crores and the company must be a public limited company, since a private limited company cannot place its capital in public.
Querist :
Anonymous
(Querist) 02 January 2010
you mean to say i can't list my company cos it is a PVT. ltd ?
Querist :
Anonymous
(Querist) 02 January 2010
fne, as i have already set it up as Pvt limited company can i later change it to a public one. and what is the procedure for the same? Plz advise.
A V Vishal
(Expert) 04 January 2010
Convene a meeting of the Board of Directors and pass a resolution approving the conversion of the company from private limited into public limited;
Convene a General Meeting of the members of the company for alteration of name clause of the Memorandum of Association and the Articles of Association by special resolution;
Make an application to the concerned Registrar of Companies for approving conversion to public company.
The application to the Registrar of Companies should be accompanied by the following documents:
Form No. 23 (with requisite filing fees) for special resolution for conversion of private company into public company u/s. 44 of Companies Act, 1956 and for altering the Articles of Association u/s. 31 of the Companies Act, 1956 for deleting the restrictive provisions applicable to private company along with a copy each of (i) the notice calling meeting; (ii) text of special resolution; and (iii) explanatory statement duly certified by a Director or Company Secretary of the Company.
Statement in lieu of prospectus (with requisite filing fees) drawn up in the prescribed form containing the matters/reports specified or set out in Parts I & II of Schedule II o the Companies Act, 1956. The Prospectus / Statement in lieu of prospectus must be dated and signed by all Directors. Consent of Auditors for inclusion of their name in the Prospectus must be given separately and such statement in lieu of prospectus must be filed within 30 days from the date of passing of the Special Resolution.
Particulars of Members, which should not be below 7, duly certified by a Director of Company Secretary of the Company.
Particulars of Directors, which should not be less than 3, duly certified by a Director or Company Secretary of the Company.
Any alterations relating to the provisions applicable to a Public Company must also be effected in the Articles of Association of the Company.
A copy of fee receipt evidencing the filing of latest documents.
Obtain revised Certificate of Incorporation of the Company. Although the company becomes a public limited company immediately on passing the special resolution, the change in its name becomes complete and effective only on the issue of the fresh Certificate of Incorporation.
