BSE - INDIA

The Exchange has a separate Listing Department to grant approval for listing of securities
of companies in accordance with the provisions of the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, Companies Act, 1956,
Guidelines issued by SEBI and Rules, Bye-laws and Regulations of the Exchange.

A company intending to have its securities listed on the Exchange has to comply with the
listing requirements prescribed by the Exchange. Some of the requirements are as under :

A. Minimum Listing Requirements for new companies.

B. Minimum Listing Requirements for companies listed on other stock exchanges.
C. Minimum Requirements for companies delisted by this Exchange seeking
relisting of this Exchange.
D. Permission to use the name of the Exchange in an Issuer Company's prospectus.
E. Submission of Letter of Application.
F. Allotment of Securities.
G. Trading Permission.
H. Requirement of 1% Security.
I. Payment of Listing Fees.
J. Compliance with Listing Agreement.
K. Compliance with regard to Valuation Certificate for fixing the base price.
L. Cash Management Services (CMS) - Collection of Listing Fees.

A. Minimum Listing Requirements for new companies

The following revised eligibility criteria for listing of companies on the Exchange,
through Initial Public Offerings (IPOs) & Follow-on Public Offerings (FPOs), effective
August 1, 2006.

ELIGIBILITY CRITERIA FOR IPOs/FPOs

1. 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 crores
and market capitalization of not less than Rs. 25 crores. A small cap company is a
company other than a large cap company.

a. In respect of Large Cap Companies

i. The minimum post-issue paid-up capital of the applicant company

(hereinafter referred to as "the Company") shall be Rs. 3 crores;
and
ii. The minimum issue size shall be Rs. 10 crores; and
iii. The minimum market capitalization of the Company shall be Rs.
25 crores (market capitalization shall be calculated by multiplying
the post-issue paid-up number of equity shares with the issue
price).

b. In respect of Small Cap Companies

i. The minimum post-issue paid-up capital of the Company shall be

Rs. 3 crores; and
ii. The minimum issue size shall be Rs. 3 crores; and
iii. The minimum market capitalization of the Company shall be Rs. 5
crores (market capitalization shall be calculated by multiplying the
post-issue paid-up number of equity shares with the issue price);
and
iv. The minimum income/turnover of the Company should be Rs. 3
crores in each of the preceding three 12-months period; and
v. The minimum number of public shareholders after the issue shall
be 1000.
vi. A due diligence study may be conducted by an independent team
of Chartered Accountants or Merchant Bankers appointed by the
Exchange, 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.

2. For all companies :

a. In respect of the requirement of paid-up capital and market capitalisation,

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 capitalisation
(product of issue price and the post issue number of shares) requirement of
the Exchange not being met, the securities of the issuer would not be listed
on the Exchange.
b. The applicant, promoters and/or group companies, should not be in default
in compliance of the listing agreement.
c. The above eligibility criteria would be in addition to the conditions
prescribed under SEBI (Disclosure and Investor Protection) Guidelines,
2000.

B. Minimum Listing Requirements for companies listed on other stock exchanges

The Governing Board of the Exchange at its meeting held on 6th August, 2002 amended
the direct listing norms for companies listed on other Stock Exchange(s) and seeking
listing at BSE. These norms are applicable with immediate effect.

1. The company should have minimum issued and paid up equity capital of Rs. 3
crores.
2. The Company should have profit making track record for last three years. The
revenues/profits arising out of extra ordinary items or income from any source of
non-recurring nature should be excluded while calculating distributable profits.
3. Minimum networth of Rs. 20 crores (networth includes Equity capital and free
reserves excluding revaluation reserves).
 4. Minimum market capitalisation of the listed capital should be at least two times of
the paid up capital.
5. The company should have a dividend paying track record for the last 3
consecutive years and the minimum dividend should be at least 10%.
6. Minimum 25% of the company's issued capital should be with Non-Promoters
shareholders as per Clause 35 of the Listing Agreement. Out of above Non
Promoter holding no single shareholder should hold more than 0.5% of the paid-
up capital of the company individually or jointly with others except in case of
Banks/Financial Institutions/Foreign Institutional Investors/Overseas Corporate
Bodies and Non-Resident Indians.
7. The company should have at least two years listing record with any of the
Regional Stock Exchange.
8. The company should sign an agreement with CDSL & NSDL for demat trading.

C. Minimum Requirements for companies delisted by this Exchange seeking

relisting of this Exchange

The companies delisted by this Exchange and seeking relisting are required to make a
fresh public offer and comply with the prevailing SEBI's and BSE's guidelines regarding
initial public offerings.

D. Permission to use the name of the Exchange in an Issuer Company's prospectus

The Exchange follows a procedure in terms of which companies desiring to list their
securities offered through public issues are required to obtain its prior permission to use
the name of the Exchange in their prospectus or offer for sale documents before filing the
same with the concerned office of the Registrar of Companies. The Exchange has since
last three years formed a "Listing Committee" to analyse draft prospectus/offer
documents of the companies in respect of their forthcoming public issues of securities
and decide upon the matter of granting them permission to use the name of "Bombay
Stock Exchange Limited" in their prospectus/offer documents. The committee evaluates
the promoters, company, project and several other factors before taking decision in this
regard.

E. Submission of Letter of Application

As per Section 73 of the Companies Act, 1956, a company seeking listing of its securities
on the Exchange 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.

F. Allotment of Securities

As per Listing Agreement, a company is required to complete allotment of securities

offered to the public within 30 days of the date of closure of the subscription list and
approach the Regional Stock Exchange, i.e. Stock Exchange nearest to its Registered
Office for approval of the basis of allotment.

In case of Book Building issue, 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.

G. Trading Permission

As per Securities and Exchange Board of India Guidelines, the 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 finalisation of Basis of Allotment.

A company should scrupulously adhere to the time limit for allotment of all securities and
dispatch of Allotment Letters/Share Certificates and Refund Orders and for obtaining the
listing permissions of all the Exchanges whose names are stated in its prospectus or offer
documents. In the event of listing permission to a company being denied by any Stock
Exchange where it had applied for listing of its securities, it cannot proceed with the
allotment of shares. However, the company may file an appeal before the Securities and
Exchange Board of India under Section 22 of the Securities Contracts (Regulation) Act,
1956.
H. Requirement of 1% Security

The companies making public/rights issues are required to deposit 1% of issue amount
with the Regional 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.

I. Payment of Listing Fees

All companies listed on the Exchange have to pay Annual Listing Fees by the 30th April
of every financial year to the Exchange as per the Schedule of Listing Fees prescribed
from time to time.

The schedule of listing fees for the year 2007-2008, prescribed by the Governing Board
of the Exchange is given hereunder

SCHEDULE OF LISTING FEES FOR THE YEAR 2007-2008

Sr. Particulars Amount
No. (Rs.)
1 Initial Listing Fees 20,000
2 Annual Listing Fees
(i) Companies with listed capital* upto Rs. 5 crores
10,000
(ii) AboveRs. 5 crores and upto Rs. 10 crores
15,000
(iii) Above Rs. 10 crores and upto Rs. 20 crores
30,000

3 Companies which have a listed capital* of more than Rs. 20 crores

will pay additional fee of Rs. 750/- for every increase of Rs. 1 crores
 or part thereof.
4 In case of debenture capital (not convertible into equity shares) of
companies, the fees will be charged @ 25% of the fees payable as
per the above mentioned scales.
*includes equity shares, preference shares, fully convertible debentures, partly convertible
debenture capital and any other security which will be converted into equity shares.

J. Compliance with Listing Agreement

The companies desirous of getting their securities listed are required to enter into an
agreement with the Exchange called the Listing Agreement and they are required to make
certain disclosures and perform certain acts. As such, the agreement is of great
importance and is executed under the common seal of a company. Under the Listing
Agreement, a company undertakes, amongst other things, to provide facilities for prompt
transfer, registration, sub-division and consolidation of securities; to give proper notice of
closure of transfer books and record dates, to forward copies of unabridged Annual
Reports and Balance Sheets to the shareholders, to file Distribution Schedule with the
Exchange annually; to furnish financial results on a quarterly basis; intimate promptly to
the Exchange the happenings which are likely to materially affect the financial
performance of the Company and its stock prices, to comply with the conditions of
Corporate Governance, etc.

The Department of Corporate Services (Listing Department) of the Exchange monitors

the compliance by the companies with the provisions of the Listing Agreement,
especially with regard to timely payment of annual listing fees, submission of quarterly
results, shareholding pattern, maintenance of minimum public shareholding, corporate
announcements, corporate actions, etc. and takes penal action against the defaulting
companies.

To facilitate the Companies to submit Corporate Filings, the Exchange has earmarked
Ten Designated Fax Numbers for Corporate Filings. The Companies are advised to
submit all Corporate Filings on these Designated Fax Numbers only. Filings on numbers
other than the Designated Fax Numbers will not be construed as effective compliance and
the Exchange will not be responsible for any consequent delayed uploading of the same
on its website. Moreover, the Exchange may initiate such suitable action as may deem fit
in this regard.

K. Compliance with regard to Valuation Certificate for fixing the base price

For the purpose of commencing / re-commencing / determining the ex-price for trading in
securities in cases like de-merger, amalgamation, capital reduction, scheme of
arrangements, revocation of suspension (for suspension of more than 6 months), etc., the
Companies are required to submit a Valuation certificate from the SEBI registered
Merchant Banker indicating the price/ fair value of the shares.

The indicative price/ fair value mentioned in the certificate of SEBI registered Merchant
Banker provided by the company will be considered as base price for applying actual
price band / circuit filters upon the commencement/ re-commencement of trading and for
determining the ex-price for trading in securities.

The Company shall indicate to the Merchant Banker very clearly, that the fair value so
calculated by them is for the purpose of setting the base price upon commencement/ re-
commencement of trading and for determining the ex-price for trading in securities.

L. Cash Management Services (CMS) - Collection of Listing Fees

As a further step towards simplifying the system of payment of listing fees, the Exchange
has entered into an arrangement with HDFC Bank for collection of listing fees, from 141
locations, situated all over India.Details of the HDFC Bank branches, are available on our
website site www.bseindia.com as well as on the HDFC Bank website
www.hdfcbank.com The above facility is being provided free of cost to the Companies.

Companies intending to utilise the above facility for payment of listing fee would be
required to furnish the information, (mentioned below) in the Cash Management Cash
Deposit Slip. These slips would be available at all the HDFC Bank centres.

S.No HEAD INFORMATION TO BE PROVIDED

1. Client Bombay Stock Exchange Limited
Name
2. Client Code BSELIST
3. Cheque No. mention the cheque No & date
4. Date date on which payment is being deposited with the bank.
5. Drawer state the name of the company and the company code No.The last
digits mentioned in the Ref. No. on the Bill is the company code
No.e.g If the Ref. No in the Bill is mentioned as : Listing/Alf-
Bill/2004-2005/4488, then the code No of that company is 4488
6. Drawee state the bank on which cheque is drawn
Bank
7. Drawn on Mention the location of the drawee bank.
Location
8. Pickup Not applicable
Location
9. No. of Insts Not applicable
 NSE - INDIA
Benefits of Listing on NSE

• A premier market place

• Visibility
• Largest exchange
• Unprecedented reach
• Modern infrastructure
• Transaction speed
• Short settlement cycles
• Broadcast of corporate announcements
• Trade statistics for listed companies
• Investor service centers
• Nominal listing fees

A premier marketplace
The sheer volume of trading activity ensure that the impact cost is lower on the Exchange
which in turn reduces the cost of trading to the investor. NSE’s automated trading system
ensure consistency and transparency in the trade matching which enhances investors
confidence and visibility of our market.

Visibility
The trading system provides unparallel level of trade and post-trade information. The best
5 buy and sell orders are displayed on the trading system and the total number of
securities available for buying and selling is also displayed. This helps the investor to
know the depth of the market. Further, corporate announcements, results, corporate
actions etc are also available on the trading system.

Largest exchange
NSE is the largest exchange in the county in terms of trading volumes. During the year
2006-2007, NSE reported a turnover of Rs. 1,945,285 crores in the equities segment.

Unprecedented reach
NSE provides a trading platform that extends across the length and breadth of the
country. Investors from 360 centres can avail of trading facilities on the NSE Trading
Network. The Exchange uses the latest in communication technology to give instant
access from every location.

Modern infrastructure
NSE introduced for the first time in India, fully automated screen based trading. The
Exchange uses a sophisticated telecommunication network with over 9000 trading
terminals connected through VSATs (Very Small Aperture Terminals).

Transaction speed
The speed at which the Exchange processes orders, results in liquidity and best available
prices. The Exchange's trading system on an average processes 8000 orders per minute.
The highest number of trades in a day of 63,89,264 was recorded on october 03, 2007.

Short settlement cycles

The Exchange has successfully completed more than 1900 settlements without any
delays.

Broadcast facility for corporate announcements

The NSE network is used to disseminate information and company announcements
across the country. Important information regarding the company is announced to the
market through the Broadcast Mode on the NEAT System as well as disseminated
through the NSE website. Corporate developments such as financial results, book closure,
announcements of bonus, rights, takeover, mergers etc. are disseminated across the
country thus minimizing scope for price manipulation or misuse.

Trade statistics for listed companies

Listed companies are provided with monthly trade statistics for all the securities of the
company listed on the Exchange.

Investor service centers

Six investor-service centers opened by NSE across the country cater to the needs of
investors.

Nominal listing fees

The listing fee charged by the Exchange is much lower compared to the listing fees
charged by other exchanges.

Eligibility Criteria for Listing on NSE

An applicant who desires listing of its securities with NSE must fulfill the following pre-
requisites:

 For Initial Public Offerings (IPOs)

 For Securities of Existing Companies

NSE staff welcome the opportunity to discuss a company’s eligibility to list before a
formal application is made. On fulfillment of the eligibility criteria, the company is
required to fill in the listing application form.

IPOs by Companies
Qualifications for listing Initial Public Offerings (IPO) are as below:

1. Paid up Capital
The paid up equity capital of the applicant shall not be less than Rs. 10 crores and
the capitalisation of the applicant’s equity shall not be less than Rs. 25 crores

2. Conditions Precedent to Listing:

The Issuer shall have adhered to conditions precedent to listing as emerging from
inter-alia from Securities Contracts (Regulations) Act 1956, Companies Act 1956,
Securities and Exchange Board of India Act 1992, any rules and/or regulations
framed under foregoing statutes, as also any circular, clarifications, guidelines
issued by the appropriate authority under foregoing statutes.

3. Atleast three years track record of either:

a. the applicant seeking listing; or

b. the promoters/promoting company, incorporated in or outside India or
c. Partnership firm and subsequently converted into a Company (not in existence
as a Company for three years) and approaches the Exchange for listing. The
Company subsequently formed would be considered for listing only on fulfillment
of conditions stipulated by SEBI in this regard.

For this purpose, the applicant or the promoting company shall submit annual
reports of three preceding financial years to NSE and also provide a certificate to
the Exchange in respect of the following:
• The company has not been referred to the Board for Industrial and Financial
Reconstruction (BIFR).
• The networth of the company has not been wiped out by the accumulated losses
resulting in a negative networth
• The company has not received any winding up petition admitted by a court.
The applicant desirous of listing its securities should satisfy the exchange on the
following:

a) No disciplinary action by other stock exchanges and regulatory authorities

in past three years

The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) have not been in default in
payment of listing fees to any stock exchange in the last three years or has not
been delisted or suspended in the past, and has not been proceeded against by
SEBI or other regulatory authorities in connection with investor related issues or
otherwise.

b) Redressal Mechanism of Investor grievance

The points of consideration are:

o The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) track
record in redressal of investor grievances
o The applicant’s arrangements envisaged are in place for servicing its
investor.
o The applicant, promoters/promoting company(ies), group companies,
companies promoted by the promoters/promoting company(ies) general
approach and philosophy to the issue of investor service and protection
o Defaults in respect of payment of interest and/or principal to the
debenture/bond/fixed deposit holders by the applicant,
promoters/promoting company(ies), group companies, companies
promoted by the promoters/promoting company(ies) shall also be
considered while evaluating a company’s application for listing. The
 auditor’s certificate shall also be obtained in this regard. In case of
defaults in such payments the securities of the applicant company may not
be listed till such time it has cleared all pending obligations relating to the
payment of interest and/or principal.

c) Distribution of shareholding

The applicant’s/promoting company(ies) shareholding pattern on March 31 of last

three calendar years separately showing promoters and other groups’ shareholding
pattern should be as per the regulatory requirements.

d) Details of Litigation

The applicant, promoters/promoting company(ies), group companies, companies

promoted by the promoters/promoting company(ies) litigation record, the nature
of litigation, status of litigation during the preceding three years period need to be
clarified to the exchange.

e) Track Record of Director(s) of the Company

In respect of the track record of the directors, relevant disclosures may be insisted
upon in the offer document regarding the status of criminal cases filed or nature of
the investigation being undertaken with regard to alleged commission of any
offence by any of its directors and its effect on the business of the company,
where all or any of the directors of issuer have or has been charge-sheeted with
serious crimes like murder, rape, forgery, economic offences etc. ”

Note:
In case a company approaches the Exchange for listing within six months of an IPO, the
securities may be considered as eligible for listing if they were otherwise eligible for
listing at the time of the IPO. If the company approaches the Exchange for listing after
six months of an IPO, the norms for existing listed companies may be applied and market
capitalisation be computed based on the period from the IPO to the time of listing

Eligibility Criteria for Listing

Securities of Existing Companies Checklist for Eligibility

Existing Companies listed on other stock exchanges

1. Paid up Capital & Market Capitalisation

a. The paid-up equity capital of the applicant shall not be less than Rs. 10
crores and the market capitalisation of the applicant’s equity shall not be
less than Rs. 25 crores

Provided that the requirement of Rs. 25 crores market capitalisation under

this clause 1(a) shall not be applicable to listing of securities issued by
Government Companies, Public Sector Undertakings, Financial
Institutions, Nationalised Banks, Statutory Corporations and Banking
Companies who are otherwise bound to adhere to all the relevant statutes,
guidelines, circulars, clarifications etc. that may be issued by various
regulatory authorities from time to time.
or

b. The paid-up equity capital of the applicant shall not be less than Rs. 25
crores (In case the market capitalisation is less than Rs. 25 crores, the
securities of the company should be traded for at least 25% of the trading
days during the last twelve months preceding the date of submission of
application by the company on at least one of the stock exchanges where it
is traded.)
or

c. The market capitalisation of the applicant’s equity shall not be less than
Rs. 50 crores.
or
 d. The applicant Company shall have a net worth of not less than Rs.50
crores in each of the three preceeding financial years. The Company shall
submit a certificate from the statutory auditors in respect of networth as
stipulated above.
2. Conditions Precedent to Listing:

The applicant shall have adhered to conditions precedent to listing as emerging

from inter-alia, Securities Contracts (Regulations) Act 1956, Companies Act
1956, Securities and Exchange Board of India Act 1992, any rules and/or
regulations framed under foregoing statutes, as also any circular, clarifications,
guidelines issued by the appropriate authority under foregoing statutes.

3. Atleast three years track record of either:

a. the applicant seeking listing; or or

b. the promoters/promoting company, incorporated in or outside India or

For this purpose, the applicant or the promoting company shall submit annual
reports of three preceding financial years to NSE and also provide a certificate to
the Exchange in respect of the following:

o The company has not been referred to the Board for Industrial and
Financial Reconstruction (BIFR)
o The networth of the company has not been wiped out by the accumulated
losses resulting in a negative networth.
o The company has not received any winding up petition admitted by a
court.
2. The applicant should have been listed on any other recognised stock exchange for
atleast last three years

3. The applicant has paid dividend in atleast 2 out of the last 3 financial years
immediately preceding the year in which listing application has been made

or

The applicant has distributable profits ( as defined under section 205 of the
Companies Act, 1956) in at least two out of the last three financial years (an
auditors certificate must be provided in this regard).
or
The networth of the applicant is atleast Rs. 50 crores

While considering the profitability / ability to distribute dividend, the non

recurring income/extraordinary income shall be excluded from the total income.
Further in case of companies where networth criteria is satisfied on account of
shares being issued at a premium for consideration other than cash, such cases be
referred to the Listing Advisory Committee (LAC) for consideration.
applicable for listing of:

a) Equity shares and securities convertible into equity issued by

i. a banking company including a local area bank (i.e. Private Sector Banks) set
up under sub-clause (c) of Section 5 of the Banking Regulation Act, 1949 and
which has received license from the Reserve Bank of India or

ii. a corresponding new bank set up under the Banking Companies (Acquisition
and Transfer of Undertakings) Act, 1970, Banking Companies (Acquisition and
Transfer of Undertakings) Act, 1980, State Bank of India Act, 1955 and the State
Bank of India (Subsidiary Banks) Act, 1959 (i.e. Public Sector Banks) or

iii. an infrastructure company – (a) whose project has been appraised by a Public
Financial Institution or Infrastructure Development Finance Corporation (IDFC)
or Infrastructure Leasing and Financial Services Limited (IL&FS) and (b) not less
 than 5% of the project cost is financed by any of the institutions referred to in
clause (a) above, jointly or severally, irrespective of whether they appraise the
project or not, by way of loan or subscription to equity or a combination of both.

b) Securities other than equity shares or securities convertible into equity shares at
a later date issued by Government Companies, Public Sector Undertakings,
Financial Institutions, Nationalised Banks, Statutory Corporations, Banking
Companies and subsidiaries of Scheduled Commercial Banks.”

4. The applicant desirous of listing its securities should also satisfy the Exchange on
the following:

a. No Disciplinary action has been taken by other stock exchanges and

regulatory authorities in the past three years

The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) have not
been in default in payment of listing fees to any stock exchange in the last
three years or has not been delisted or suspended in the past and has not
been proceeded against by SEBI or other regulatory authorities in
connection with investor related issues or otherwise.

b. Redressal mechanism of Investor grievance

The points of consideration are:

 The applicant, promoters/promoting company(ies), group

companies, companies promoted by the promoters/promoting
company(ies) track record in redressal of investor grievances

 The applicant’s arrangements envisaged are in place for servicing

its investor
  The applicant, promoters/promoting company(ies), group
companies, companies promoted by the promoters/promoting
company(ies) general approach and philosophy to the issue of
investor service and protection

 defaults in respect of payment of interest and/or principal to the

debenture/bond/fixed deposit holders by the applicant,
promoters/promoting company(ies), group companies, companies
promoted by the promoters/promoting company(ies) shall also be
considered while evaluating a company’s application for listing.
The auditor’s certificate shall also be obtained in this regard. In
case of defaults in such payments, the securities of the applicant
company may not be listed till such time it has cleared all pending
obligations relating to the payment of interest and/or principal.

c. Distribution of shareholding

The applicant company/promoting company(ies) shareholding pattern on

March 31 of preceding three years separately showing promoters and other
groups’ shareholding pattern should be as per the regulatory requirements.

d. Details of Litigation

The applicant, promoters/promoting company(ies), group companies,

companies promoted by the promoters/promoting company(ies) litigation
record, the nature of litigation, status of litigation during the preceding
three years need to be clarified to the exchange.

e. Track Record of Director(s) of the Company

In respect of the track record of the directors, relevant disclosures may be

 insisted upon in the offer document regarding the status of criminal cases
filed or nature of the investigation being undertaken with regard to alleged
commission of any offence by any of its directors and its effect on the
business of the company, where all or any of the directors of issuer have
or has been charge-sheeted with serious crimes like murder, rape, forgery,
economic offences etc.

f. Change in Control of a Company/Utilisation of funds raised from

public

In the event of new promoters taking over listed companies which results
in change in management and/or companies utilising the funds raised
through public issue for the purposes other than those mentioned in the
offer document, such companies shall make additional disclosures (as
required by the Exchange) with regard to change in control of a company
and utilisation of funds raised from public.

Note:

a) Where an unlisted company merges with a company listed on other

stock exchanges and the merged entity seeks listing on the NSE, the
Exchange may grant listing to the merged entity only if the listed company
(prior to the merger with the unlisted company) meets all the criteria for
listing on its own account or the unlisted company meets the requirements
for listing on the Exchange, except for the market capitalisation condition,
on its own account. In case either of the above conditions are not met then
such company may be considered for listing after a minimum period of 18
months or after the publication of two annual reports whichever is later,
provided it satisfies the criteria at that point of time.

Listing Procedure
An Issuer has to take various steps prior to making an application for listing its securities
on the NSE. These steps are essential to ensure the compliance of certain requirements by
the Issuer before listing its securities on the NSE. The various steps to be taken include:

• Approval of Memorandum and Articles of Association

• Approval of draft prospectus
• Submission of Application
• Listing conditions and requirements

In case the company fulfils the criteria, please send the following information for further
processing :

1. A brief note on the promoters and management.

2. Company profile.
3. Copies of the Annual Report for last 3 years.
4. Copies of the Draft Offer Document.
5. Memorandum & Articles of Association.

Listing Procedure
Approval of Memorandum and Articles of Association

Rule 19(2) (a) of the Securities Contracts (Regulation) Rules, 1957 requires that the
Articles of Association of the Issuer wanting to list its securities must contain provisions
as given hereunder.

The Articles of Association of an Issuer shall contain the following provisions namely:

a. That there shall be no forfeiture of unclaimed dividends before the claim becomes
barred by law;
b. That a common form of transfer shall be used;
c. that fully paid shares shall be free from all lien and that in the case of partly paid
shares the Issuer's lien shall be restricted to moneys called or payable at a fixed
 time in respect of such shares;
d. That registration of transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the
Issuer on any account whatsoever;
e. That any amount paid up in advance of calls on any share may carry interest but
shall not in respect thereof confer a right to dividend or to participate in profits;
f. That option or right to call of shares shall not be given to any person except with
the sanction of the Issuer in general meetings.
g. Permission for Sub-Division/Consolidation of Share Certificate.

Note: The Relevant Authority may take exception to any provision contained in the
Articles of Association of an Issuer which may be deemed undesirable or unreasonable in
the case of a public company and may require inclusion of specific provisions deemed to
be desirable and necessary.

If the Issuer's Articles of Association is not in conformity with the provisions as stated
above, the Issuer has to make amendments to the Articles of Association. However, the
securities of an Issuer may be admitted for listing on the NSE on an undertaking by the
Issuer that the amendments necessary in the Articles of Association to bring Articles of
Association in conformity with Rule 19(2)(a) of the Securities Contract (Regulation)
Rules, 1957 shall be made in the next annual general meeting and in the meantime the
Issuer shall act strictly in accordance with prevalent provisions of Securities Contract
(Regulation) Act, 1957 and other statutes.

It is to be noted that any provision in the Articles of Association which is not in tune with
sound corporate practice has to be removed by amending the Articles of Association.

Listing Procedure
Approval of draft prospectus

The Issuer shall file the draft prospectus and application forms with NSE. The draft
prospectus should have been prepared in accordance with the statutes, notifications,
circulars, guidelines, etc. governing preparation and issue of prospectus prevailing at the
relevant time. The Issuers may particularly bear in mind the provisions of Companies
Act, Securities Contracts (Regulation) Act, the SEBI Act and the relevant subordinate
legislations thereto. NSE will peruse the draft prospectus only from the point of view of
checking whether the draft prospectus is in accordance with the listing requirements, and
therefore any approval given by NSE in respect of the draft prospectus should not be
construed as approval under any laws, rules, notifications, circulars, guidelines etc. The
Issuer should also submit the SEBI acknowledgment card or letter indicating
observations on draft prospectus or letter of offer by SEBI.

Listing Procedure :
Submission of Application :

For Issuers listing on NSE for the first time

Listing of further Issues by Issuers already listed on NSE
Listing Fees
Security deposit (for new & fresh issues and when NSE is the Regional Stock
Exchange)
Supporting documents

Submission of Application (For Issuers listing on NSE for the first time)

Issuers desiring to list existing/new securities on the NSE shall make application for
admission of their securities to dealings on the NSE in the forms prescribed in this regard
as per details given hereunder or in such other form or forms as the Relevant Authority
may from time to time prescribe in addition thereto or in modification or substitution
thereof.

Appendix 'A' - Clauses of Articles of Association.

Appendix 'B'- Application Letter for Listing.
Appendix 'C-1' - Listing Application providing pre-issue details of securities.
Appendix 'C-2' - Listing Application providing post-issue details of securities.
Appendix 'D'- Checklist for supporting documents ( as applicable to the issuer)
Appendix 'E' - Schedule of Distribution
Appendix 'F'- Listing Agreement

Submission of Application (Listing of further Issues by Issuers already listed on

NSE)

Issuers whose securities are already listed on the NSE shall apply for admission to listing
on the NSE of any further issue of securities made by them. The application for
admission shall be made in the forms prescribed in this regard or in such other form or
forms as the Relevant Authority may from time to time prescribe in addition thereto or in
modification or substitution thereof.

Appendix 'E' - Schedule of Distribution

Appendix 'G'- Application Letter for Listing of further issues.
Appendix 'H' - Listing Application providing details of securities.
Appendix 'I' - Checklist for supporting documents submitted (as applicable)

Listing Fees

The listing fees depend on the paid up share capital of the Company:

Particulars Amount (Rs.)

Initial Listing Fees 7,500
Annual Listing Fees
Companies with paid up share and/or debenture capital:
Of Rs.1 crore 4,200
Above Rs.1 crore and up to Rs.5 crores 8,400
Above Rs.5 crores and up to Rs.10 crores 14,000
Above Rs.10 crores and up to Rs.20 crores 28,000
Above Rs.20 crores and up to Rs.50 crores 42,000
Above Rs.50 crores 70,000

Companies which have a paid up capital of more than Rs. 50 crores will pay additional
listing fees of Rs. 1400 for every increase of Rs. 5 crores or part thereof in the paid up
share/debenture capital.

Submission of Application (Security Deposit)

(Payable only for new and fresh issues and only when NSE is the Regional Stock
Exchange)

The Relevant Authority shall not grant admission to dealings of securities of an Issuer
which is not listed or of any new (original or further) issue of securities of an Issuer
excepting Mutual Funds, which is listed on the NSE unless the Issuer deposits and keeps
deposited with the NSE (in cases where the securities are offered for subscription,
whether through the issue of a prospectus, letter of offer or otherwise, and NSE is the
Regional Stock Exchange for the Issuer) an amount calculated at 1% of the amount of
securities offered for subscription to the public and or to the holders of existing securities
of the Issuer, as the case may be for ensuring compliance by the Issuer within the
prescribed or stipulated period of all requirements and conditions hereinafter mentioned
and shall be refundable or forfeitable in the manner hereinafter stated:

1. The Issuer shall comply with all prevailing requirements of law including all
requirements of and under any notifications, directives and guidelines issued by
the Central Government, SEBI or any statutory body or local authority or any
body or authority acting under the authority or direction of the Central
Government and all prevailing listing requirements and conditions of the NSE and
of each recognized Stock Exchange where the Issuer has applied for permission
for admission to dealings of the securities, within the prescribed or stipulated
period;
2. If the Issuer has complied with all the aforesaid requirements and conditions
including, wherever applicable, its obligation under Section 73 (or any statutory
modification or re-enactment thereof) of the Companies Act, 1956 and obligations
arising therefrom, within the prescribed or stipulated period, and on obtaining a
No Objection Certificate from SEBI and submitting it to NSE , NSE shall refund
to the Issuer the said deposit without interest within fifteen days from the expiry
of the prescribed or stipulated period;

3. If on expiry of the prescribed or stipulated period or the extended period referred

to hereafter, the Issuer has not complied with all the aforesaid requirements and
conditions, the said deposit shall be forfeited by the NSE, at its discretion, and
thereupon the same shall vest in the NSE. Provided the forfeiture shall not release
the Issuer of its obligation to comply with the aforesaid requirements and
conditions;

4. If the Issuer is unable to complete compliance of the aforesaid requirements and

conditions within the prescribed or stipulated period, the NSE, at its discretion
and if the Issuer has shown sufficient cause, but without prejudice to the
obligations of the Issuer under the laws in force to comply with any such
requirements and conditions within the prescribed or stipulated period, may not
forfeit the said deposit but may allow such further time to the Issuer as the NSE
may deem fit; provided that

a. the Issuer has at least ten days prior to expiry of the prescribed or
stipulated period applied in writing for extension of time to the NSE
stating the reasons for non-compliance, and

b. the Issuer, having been allowed further time by the NSE, has before expiry
of the prescribed or stipulated period, published in a manner required by
the NSE, the fact of such extension having been allowed; provided further
that where the NSE has not allowed extension in writing before expiry of
the prescribed or stipulated period, the request for extension shall be
deemed to have been refused; provided also that any such extension shall
 not release the Issuer of its obligations to comply with the aforesaid
requirements and conditions.
2. 50% of the above mentioned security deposit should be paid to the NSE in cash.
The balance amount can be provided by way of a bank guarantee, in the format
prescribed by or acceptable to NSE. The amount to be paid in cash is limited to
Rs.3 crores

Submission of Application (Supporting Documents)

Issuers applying for admission of their securities to dealings on the NSE shall submit to
the NSE the following:

• Documents and Information

The documents and information prescribed in Appendix D or Appendix I (as the
case may be) to this Regulation or such other documents and information as the
Relevant Authority may from time to time prescribe, in addition thereto or in
modification or substitution thereof together with any other documents and
information which the Relevant Authority may require in any particular case;

• Distribution Schedules
Distribution Schedules duly completed in respect of each class and kind of
security in the form prescribed in Appendix E (Table I, II & III) to this Regulation
or in such other form or forms as the Relevant Authority may from time to time
prescribe in addition thereto or in modification or substitution thereof.

Listing conditions and requirements

All Issuers whose securities are listed on the NSE shall comply with the listing conditions
and requirements contained in the Listing Agreement Form appearing in Appendix F to
this Regulation or such other conditions and requirements as the Relevant Authority may
from time to time prescribe in addition thereto or in modification or substitution thereof.