Listing application - Security Analysis and Investment Management

A public company desirous of listing its securities on a recognized stock exchange has to apply for the purpose to the stock exchange and forward along with its application the following documents and particulars:

  1. Three certified copies of memorandum and articles of association and, in the case of a debenture issue, a copy of the trust deed.
  2. Copies of all prospectuses or statements in lieu of prospectuses issued by the company at any time.
  3. Copies of offers for sale and circulars or advertisements offering any securities for subscription or sale during the last five years.
  4. Copies of balance sheets and audited accounts for the last five years, or in the case of new companies, for such shorter period for which accounts have been made up.
  5. A statement showing-
    • dividends and cash bonuses, if any, paid during the last ten years (or such shorter period as the company has been in existence, whether as a private or public company), and
    • Dividends or interest in arrears, if any.
  6. Certified copies of agreements or other documents relating to arrangements with or between-
    • vendors and/or promoters;
    • underwriters and sub underwriters; and
    • Brokers and sub-brokers.
  7. Certified copies of agreements with-
    • managing agents and secretaries and treasurers;
    • selling agents;
    • managing directors and technical directors; and
    • General Manager, sales manager, manager or secretary.
  8. Certified copy of every letter, report, balance sheet, valuation contract, court order or other document, part of which is reproduced or referred to in any prospectus, offer for sale, circular or advertisement offering securities for subscription or sale, during the last five years.
  9. A statement containing particulars of the dates of, and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company) together with a brief description of the terms, subject-matter and general nature of the documents.
  10. A brief history of the company since its incorporation, giving details of its activities including any reorganization, reconstruction or amalgamation, changes in its capital structure (authorized, issued and subscribed), and debenture borrowings, if any.
  11. Particulars of shares and debentures issued-
    • for consideration other than cash, whether in whole or part,
    • at a premium or discount, or
    • In pursuance of an option.
  12. A statement containing particulars of any commission, brokerage, discount or other special terms including an option for the issue of any kind of the securities granted to any person.
  13. A list of highest ten holders of each class or kind of securities of the company as on the date of application along with particulars as to the number of shares or debentures held by and the address of each such holder.
  14. Particulars of shares or debentures for which permission to deal is applied for:
    Provided that a recognized stock exchange may, either generally by its bye-laws or in any particular case, call for such further particulars or documents as it deems proper.

Compulsory share capital audit for listed companies

On January 1, 2003 the SEBI ordered that all listed companies have to subject themselves to a secretarial audit within two months, to be undertaken by a qualified chartered accountant or company secretary. The purpose of the audit is reconciliation of the total admitted capital of issuer companies with both the depositories and to ascertain the total issued and listed capital as on December 31, 2002.

Thereafter, every quarter starting March 31, all companies have to submit an audit report to the stock exchanges as well as to the company’s board of directors. Any difference in the admitted, issued and listed capital is to be immediately reported to the SEBI, the two depositories and the relevant stock exchanges.

The audit should certify that the total number of shares held in NSDL, CDSL and physical form tallies with the issued/paid up capital, dematerialization requests are being confirmed within 21 days, changes in share capital (due to rights, bonus, preferential issue, IPO, etc.) during the quarter and that in principle approval for listing has been obtained from the relevant stock exchanges for pending issues.

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