IPO Application 9 - Metropolitan Stock Exchange of India … · · 2013-12-17with Clause 49 of the Listing Agreement. ... • The securities to be issued shall rank pari-passu with

Listing RequirementInitial Public O�ering - Equity

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Listing Requirement - IPO

Disclaimer: Over and Above the criterion as mentioned, the Exchange may use its discretion for Listing of Securities of the Issuer(s). Further, the Exchange strictly reserves its rights for grant of approvals.

Criteria for Initial Public O�erings (IPO)• The applicant Company shall be in compliance with SEBI (Issue of Capital & Disclosure Requirments)

Regulations, 2009 and amendments thereof.

• The paid up equity share capital of the issuer company shall not be less than Rs. 10 Crores.

• The issuer shall inter-alia agree to comply with the following:

- Companies Act, 1956

- Securities Exchange Board of India Act, 1992

- Securities Contracts (Regulations) Act, 1956

- Securities Contracts (Regulations) Rules, 1957

- Any other guidelines, circulars, Regulations issued by any regulatory authority from time to time.

Guidance NoteListing requirements for public issues has been divided in two stages:

I. Pre Issue Stage i.e. at the time of Vetting of DRHP • Checklist and Documents required at the time of vetting of DRHP

II. Post Issue Stage i.e. after closure of the Issue • Checklist and Documents required after closure of the issue • Listing Application - Company Details - Share Capital & Forfeited Shares History - Securities Information - IPO Details - Basis of Allotment Details

You may like to take note of the following with respect to �lling of Listing Application:

• All the pages of the documents submitted to the Exchange must bear rubber stamp of com-pany and initials of company secretary.

• All resolutions/ reports/ agreements/ undertakings should be certified to be true copy.

• Use extra sheets/ annexures (duly stamped and initialed) if required in case the space provided is inadequate.

• No details on the form should be left blank. Please strikethrough, if, not applicable.

• The Exchange reserves the right to ask for more documents in addition to mentioned herein.

• Digital versions of the forms may be downloaded from the Corporate section of our website www.mcx-sx.com

• You may tear the sheet and submit to the Exchange wherever applicable.

• Listing application letter to be printed on the letterhead of the applicant.

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Check List and Documents Required for vetting - IPO

Resolutions

1. Copy of the resolution passed by the Board of Directors for further issue of securities

2. Copy of the resolution passed by the Board of Directors for listing the securities of the company on the MCX Stock Exchange Limited

3. Copy of resolution passed by the board of directors for appoint-ment of Merchant Bankers/ RTA & Other Issue Management Team

4. Copy of the resolution passed by the shareholders at the AGM/ EGM authorising the issue of securities to the public

Undertakings

5. Undertaking from the Issuer that the Company is in compliant with Section 19 (2) (a) of Securities Contracts (Regulation) Rules, 1957 with respect to provisions required under Articles of Associations (Please highlight the relevant clauses in AoA)

6. Undertaking from the Issuer and a Statutory Auditor/ Practicing CA/ Practicing Company Secretary stating the issuer is compliant with Clause 49 of the Listing Agreement.

Company to provide details regarding compliance with the provi-sions of Clause 49 of the Listing Agreement relating to Corporate Governance (As per format mentioned in Clause 49 of the Listing Agreement)

7. The Issuer agree to undertake the following that :

• The Company will comply with all the eligibility criteria of the Exchange

• 100% of Promoter Shareholding and 50% Non-Promoter Share-holding shall be held in dematerialized form post listing of equity shares of the company.

• There are no restrictive clauses in the Articles of Association of the Company

• The provisions of the Memorandum and Articles of Association are not inconsistent with the clauses of the Listing agreement or any other applicable law, Rules or Regulations

• The securities to be issued shall rank pari-passu with the existing equity shares of the Company including dividend

Yes No NA

Yes No NA

Yes No NA

Yes No NA

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Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Pre Issue Stage

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Particular

8. Undertaking from the issuer that there has not be any disciplinary action taken by any recognised Stock Exchange or any regulatory authorities including SEBI against the promoter(s)/ group company(ies) or any other company(ies) promoted by the same promoter(s). In case of any action, provide the details of the same

Other Documents

9. Copies of Annual Report of the Company for the last 5 years, or in the case of new companies , for such period for which accounts have been prepared

10. 11 Copies of Draft Red Herring Prospectus/ Draft Prospectus (Hard as well as Soft Copies)

11. Copies of all Prospectus or Statement in lieu of Prospectus issued by company at any time

12. Copy of Memorandum and Article of Association (AoA) and a copy of the trust deed, in case of debenture issue

13. Copies of all the Material contracts and documents

14. 1% security deposit of the issue size to be deposited before open-ing of the issue (the same shall be collected at least one day prior to the opening of the issue in case MCX-SX is the designated stock exchange)

Yes No NA

Yes No NA

Yes No NA

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Yes No NA

Date:

Place:

Signature of Company Secretary/ Authorised Signatory:

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Date:

Place:


1. Copy of MOA and AOA if amended after the vetting approval

2. Sample share certi�cate marked cancelled (3 sets)

3. Copy of all types of IPO application forms

4. Certi�ed true copy of:

• Acknowledgment card or the receipt of filing offer document with the Securities and Exchange Board of India

• Agreement , if any, with the Industrial Finance Corporation, Indus-trial Credit and Investment Corporation and similar bodies

5. List of authorized signatories along with their specimen signatures

6. SEBI observation letter and reply thereof

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Check List and Documents Required for Public IssueSubmission after Closure of the Issue - Within 2 working days


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Date:

Place:


1. Copy of all the additional documents mentioned in Section 19 (f ), (g), (h) and (i) of the Securities Contracts (Regulation) Rules, 1957 which have not been submitted earlier to Exchange

2. Undertaking from the issuer that the issuer has submitted all the documents mentioned in Section 19 (f ), (g), (h) and (i) of the Securi-ties Contracts (Regulation) Rules, 1957

3. Certi�ed true copy of table showing collection of application money regionwise

4. Certi�cate from the bankers to the issue regarding the collection of application money

5. List of rejected cases

6. Copy of the letter from Registrar addressed to Merchant bankers regarding the details they have veri�ed with the depositories (NSDL/ CDSL) pursuant to SEBI directive

7. Certi�cate from the Registrar about the validation of the electronic bid details with the depository’s records for DP ID, client ID and PAN

8. Rational behind allocation to anchor investors (if any)

9. Copy of the basis of allotment approved by the Designated Stock Exchange

10. Copy of Internal Minutes executed in between Lead Manager, Issuer and Registrar during Basis of allotment

11. Two Copies of RHP/ Prospectus (also in soft copy)

Yes No NA

Yes No NA

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Check List and Documents Required for Public IssueSubmission after Closure of the Issue* - Within 8 working days

* In case MCX-SX is the designated Stock Exchange for the Issue, the above mentioned documents must be submitted within 7 days

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1. Listing application duly �lled up and Listing Agreement duly executed on non-judicial stamp paper of Rs. 100/-

2. Copy of the resolution passed by the Board of Directors for allot-ment of securities and for a�xing the Common Seal on the Listing Agreement

3. Specimens of the allotment advice (CAN) marked cancelled (3 sets)

4. Shareholding pattern of the company as per clause 35 of the Listing Agreement (pre issue, for the issue and post issue)

5. Distribution schedule (pre issue, for the issue and post issue)

6. 3 day monitoring report

7. Copy of all the due diligence certi�cate submitted by merchant banker to SEBI (only to be submitted if the same is not a part of the material documents)

8. Certi�cate from the BRLM that the issue has received minimum subscription as speci�ed under Regulation 14(1) of SEBI ICDR Regulations, 2009.

9. Certi�cate from Statutory Auditors / Practicing Chartered Account-ants / Practicing Company Secretary stating that :

• Allotment has been made as per the basis of allotment approved by the Designated Stock Exchange.

• The share certificates corresponding to Equity shares under lock in have been enfaced with non-transferability condition

• Allotment of shares from the employees' quota has been made to permanent/regular employees of the company and of the promoter companies, as on the date of the opening of the public issue and who are entitled to such allotment

10 List of Top 200 allottes along with the number of Securities allotted and address, percentage of holding

11 List of QIB’s along with their addresses and number of Securities allotted

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Yes No NA

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Yes No NA


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12. Con�rmation from RTA regarding the credit of bene�ciary accounts of the security holders along with lock-in details, if any in the format provided below:

13 Con�rmation from the Lead Manager and Issuer con�rming that the issue is in compliance with all requirements of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009, any other applicable law, Rules and Regulations

14 Allotment register in soft copy for the issue

15 The Company hereby undertakes to �le all of its disclosure / submission required under various clauses of Listing agreement or any other rules / regulations / circulars / guidelines through the electronic medium, as may be made available by the Exchange from time to time.

Yes No NA

Yes No NA

Yes No NA

Date:

Place:


From To

Number of securities Distinctive number range Date up to which securitiesare under lock-in

Physical/Demat

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1 Copy of the letter from Registrars and lead manager regarding dispatch of share/ debenture/ warrant certi�cates, allotment advice, refund orders, underwriting commission, uploading of electronic credit of Securities, uploading of ECS/ NEFT/ RTGS credits and brokerage warrants

2 Certi�cate from the Registrar reconciling the total securities allotted with the total securities credited and securities that have failed to be credited

3 Con�rmation from the depositories regarding the credit of bene�ciary accounts of the security holders

4 Listing fee, as applicable

5 Copies of all the statutory advertisement published with respect to the issue

6 Con�rmation from Issuer that the copies of all advertisements (including draft/ �nal advertisement for basis of allotment) published as regards to the current issue have been submitted to the Exchange

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Date:

Place:


It may be noted that the documents mentioned above may be provided at different stages as applicable.

The Head - Listing & Compliance Date:MCX Stock Exchange Limited Exchange Square,Suren Road, Chakala, Andheri (East), Mumbai - 400093

Dear Sir / Madam,

In conformity with the listing requirements of MCX Stock Exchange Limited (MCX-SX), we hereby apply for admission of the following securities of the Issuer for dealings on the MCX-SX (Please tick, wherever applicable):

Equity Debentures Warrants

Any Other (Please specify)

Further, we undertake to be bound by all requirements, terms and provisions and conditions relating to listing of securities as contained in the Rules, Bye-Laws and Regulations of MCX Stock Exchange Limited (MCX-SX), Securities and Exchange Board of India (SEBI) and any other applicable law, rules and regulations.

Your’s faithfully

Authorised Signatory

Name:

Designation:

Date:

Place:

This covering letter should be submittedon the letterhead of Applicant

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1. Name of the applicant Company:2. Type of Company: 3. Date of incorporation:4. Place of incorporation:5. PAN No. of the Company:6. Industry/ Sector:7. Place of location of plant: 8. Major products of the Company: 9. ISIN Code (As provided by the Depository):

10. Address of Registered O�ce: Tel (STD Code): Fax:

11. Address of Corporate O�ce : Tel (STD Code): Fax:

12. Website:13. Email (for Exchange Communication):14. Email (for Investor Grievances):15. Address of Communication (Corporate/ Registered O�ce): 16. Name and Address of Registrars and Transfer Agents: Name of Contact Person:

Tel (STD Code):

Mobile: Fax:

Email: Website:

17. Name of the all the Statutory Auditors: Name of the Partners:

Tel (STD Code):

Mobile: Fax:

Email: Website:

Company Details(For issuers listing on the MCX-SX for the first time)

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18. Has any security of the issuer been delisted from any Exchange, before? If so give particulars:

19. Name(s) of the depositories with whom issuer has executed Tripartite Agreement:

Details of Key Managerial Personnel / Promoters20. Name of the Promoters:

21. Name of the Chairperson: DIN No: PAN:

Tel. (Direct): Mobile:

Email:

22. Name of the Managing Director: DIN No: PAN:


Email:

23. Name of the Chief Executive O�cer: DIN No: PAN:


Email:

24. Name of the Chief Financial O�cer: DIN No: PAN:


Email:

25. Name of the Company Secretary (Compliance O�cer): Tel. (Direct): Mobile:

Email:

26. Name of other Directors on the Board along with their DIN No, PAN, Residential Address, Telephone No (Direct) and Email:

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History of Share Capital & Other Securities(Kindly provide for each Listed Security Separately)

Sr. Security Date of No. of Issue price Distinctive Numbers No. Description Allotment shares

Nominal Value

From ToPremium

Details of Dividend and Cash Bonuses if any, paidduring the last ten years (Whether as a public or private company)

Year Percentage (%) Amount per share Total Amount (Rs.)

Particulars of the dividends or interest in arrears if any Please provide the same

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Details on shares forfeited Sr. Details of Shares Date of No. of Issue price Distinctive Numbers No. for�eted forfeiture shares

Nominal Value

From ToPremium

Name of Issuer

Distribution of as on

Kind of Security

Total Nominal value Rs. Nominal Value of each share/unit Rs.

Total number of shares/unit Paid up value per share/unit Rs.

Distinctive Nos. from to

Part I

Distribution of HoldingsShare or Debenture holding

of nominal valueShare/Debenture

Amount Share/Debenture

Holders

Rs. Rs. Number % to Total Rs. % to Total

(1) (2) (3) (4) (5)

Upto - 5000

5001 - 10000

10001 - 20000

20001 - 30000

30001 - 40000

40001 - 50000

50001 - 100000

100001 and above

Total

Distribution ScheduleCertified Schedule of Distribution

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Security details in respect of which Listing Application is being madeEquity Shares1. Proposed Symbol (max 10 characters):2. Number of shares:3. Nominal value per share:4. Paid up value per share:5. Total nominal value:6. Total paid up value:7. Distinctive numbers:8. ISIN Code for fully paid up shares:9. Details of shares under lock in: No. of shares: Distinctive numbers:

Name of Shareholders: Date up to which shares are under lock in:

Provide a separate excel file with the above details:Debentures / Preference Shares / Warrants etc. 1. Number of Securities:2. Nominal value per Securities:3. Paid up value per Securities:4. Total nominal value:5. Total paid up value:6. Distinctive numbers:7. ISIN Code:8. Details of securities under lock in: No. of securities: Distinctive numbers:

Date up to which securities are under lock in:

9. Coupon Rate:10. Date of Allotment:11. Interest Payment Dates:12. Date(s) of Redemption:13. Redemption Amount:14. Credit Rating:15. Rating Agency:16. Put/call option or Early redemption date:17. Remarks:18. Terms of Conversion / Redemption:19. Date of conversion (in case of convertible security):

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Number of Securities Date up to which sharesare under lock- in

DistinctiveNumber Range

Category ofShareholders

From To From To

Details of Lock-in schedule

Basis of Allotment DetailsCategorySr.

No.

No. ofapplication

received

No. ofapplication

rejected

Total no.of valid

application

Total no. of shares allotted

Percentage of shares allotted

1. QIB

2. HNI

3. Retail

Grand Total

1. No. of Securties o�erd through IPO:2. No. of securities allotted in IPO:3. Issue price:4. Issue Open date:5. Issue Close date:6. Price band, if applicable: Upper price band: Lower price band:

7. Date of Basis of allotment:8. Date of allotment:9. Date of dispatch of Refund:10. Date of In-principle approval of: MCX-SX:

BSE: NSE:

11. Date of SEBI observation letter:

IPO Details

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Share Capital Details (Equity)1. Authorised Share Capital

Total Amount:

No. of shares:

Nominal value per share:

Total Nominal value:

2. Subscribed and paid up share capital

No. of shares subscribed:


Amount paid up per share:

Total nominal value:

Total paid up value:

Amount of calls in arrears:

Amount paid up on forfeited shares:

3. Issued Share Capital

No. of shares:



4. Listed Share Capital

No. of shares:



Security Details

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Part II

Name of Share/Debenture holder and Shares/Debenturesheld by following, viz.

Name of Share/ Debenture Holder

(1)

% of totalno. of Share/Debenture

capital

(3)

No. ofShares

or Debentures

(2)

2. Govt./Govt. Sponsored Financial Institutions

3. Mutual Funds

1. Foreign Holdings i. Foreign Collaborators

ii. Foreign Financial Institutions

iii. Foreign Nationals

iv. NRI (Persons holding Indian passport staying abroad) holding more than 1% of the equity capital **

v. Overseas Corporate Bodies **

Total

i. LIC of India

ii. UTI

iii. IFCI

iv. ICICI

v. IDBI

vi. GIC of India and its Subsidiaries

vii. Nationalized Banks

viii.Government Companies

ix. Central Government

x. State Governments

xi. State Financial Corporations

Total

Total

i. Holding Company**

ii. Subsidiary Companies**

iii. Any Other Bodies Corporate in the same group / affiliates**

4. Bodies Corporate (not covered under (1) & (2) )

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** Name, address, number of shares/debentures and % holdings of each body corporate / persons falling under above categories to be given as a separate annexure as per format given below.

Sr No Name Address No. of shares/debentures held

% of total no. ofshare/debenture

capital

iv. Other Bodies Corporate not in the same group/ not affiliated but holding more than 1% of the equity capital and not included in i, ii and iii above**

Total

5. Directors and their relatives (as de�ned in Sec. 6 of the Companies Act, 1956

6. Top 100 individual shares/ debenture holders other than those listed above**

7. Top 100 bodies corporate shares/ debenture holders other than those listed above**

8. Others (please specify)

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Part III

Holdings of O�ce BearersNames of Directors, Managing Director,

Chairman, President, Secretary & Manager

O�cial relationship to the Issuer

Number of shares/

debentures

Date:

Place:


Exchange Square, Suren Road, Andheri (East), Mumbai - 400 093 Tel.: +91-22-6731 8417 Fax: +91-22-6726 9555

Email: [email protected]

You may like to contact the Listing – Issuer Services team in case of any queries / suggestions and enquiry about listing on MCX Stock Exchange Limited (MCX-SX).

Contact UsListing - Issuer ServicesExchange Square, Suren Road,Andheri (East), Mumbai - 400093Tel No: +91 22 6731 8949 | Fax: + 91 22 6726 9555Mobile: + 91 91672 59201Email Id: [email protected]: www.mcx-sx.com

MCX-SX O�cesHEAD OFFICE: Exchange Square, Suren Road, Chakala, Andheri (E), Mumbai - 400 093. Tel.: +91-22-6731 8949, Fax: +91-22-6726 9555. E-mail: [email protected], Url: www.mcx-sx.com.

Ahmedabad: 401, Sakar - 1, Nr. Gandhigram Railway station, Opp Nehru Bridge, Ashram Road, Ahmedabad - 380 009. Tel: +91-79- 6661 5888/6661 9888.

Bangalore: No: 206, 2nd Floor, Money Chambers, No: 6, K H Road, Bangalore – 560027. Tel: +91-80-3296 2066, Fax: +91-80-4167 3707.

Chennai: Flat No: 1A & B, 1st Floor, Doshi Towers, EVR Salai, Kilpauk, Chennai – 600010. Tel: +91-44-4395 0850, Fax No: +91-44-4395 0899.

Hyderabad: Flat No.201, Meridian Plaza, Besides Lal Bungalow, Ameerpet, Hyderabad - 500 016. Tele/Fax: +91-40-4007 5037.

Indore: 403, Corporate House, A Wing, Near DAW University, RNT Marg, Indore (MP) – 452001, Tel: +91-731-3206 669, Fax: +91-731-2524 206.

Jaipur: 212 Shekhawati Comp, 2nd Floor, Station Road, Jaipur - 302 001 Tel: +91-141-4011 930, Fax: +91-141-4011 930.

Kolkata: BNCCI House, 3rd Floor, 23, Sir R N Mukherjee Road, Kolkata - 700 001. Tel: +91-33-2231 7253/54, Fax: +91-33-2231 7254.

Kanpur: NBHC Ltd, 1st floor, 7/43, D-2, Tilak Nagar, Near State Bank of India, Kanpur - 208 002. Tel: +91-512-2533 079.

Ludhiana: 501, LSE Building, Feroze Gandhi Market, Ludhiana - 141 001. Tel: +91-161-3206 872.

New Delhi: MCX Stock Exchange, Mercantile House, 404-407, 4th Floor, K.G. Marg, Connaught Place, New Delhi - 110 001 Tel: +91-11-4300 3000, Fax: +91-11-4300 3030.

Contact Details