valid as on 23/11/2020

Regulation 106Z - Listing without public issue
Effective from 14.08.2015

(1) An entity seeking listing of its specified securities without making a public issue shall file a draft information document along with necessary documents with the Board in accordance with these regulations along with fee as specified in of these regulations.

(2) The draft information document shall contain the disclosures as specified for draft offer document in these regulations.

(3) Regulations relating to the following shall not be applicable in case of listing without public issue:

(i) allotment;
(ii) issue opening / closing;
(iii) advertisement;
(iv) underwriting;
(v) sub-regulation (5) of regulation 26;
(vi) pricing;
(vii) dispatch of issue material;
(viii) and other such provisions related to offer of specified securities to public.

(4) The entity shall obtain in-principle approval from the recognised stock exchanges on which it proposes to get its specified securities listed.

(5) The entity shall list its specified securities on the recognised stock exchange(s within thirty days:

(a) from the date of issuance of observations by the Board; or
(b) from the expiry of the period stipulated in sub-regulation (2) of regulation 6, if the Board has not issued any such observations.

(6) The entity which has received in-principle approval from the recognised stock exchange for listing of its specified securities on the institutional trading platform, without making a public issue, shall be deemed to have been waived by the Board under sub-rule (7) of rule 19 from the requirement of clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulation) Rules, 1957 for the limited purpose of listing on the institutional trading platform.

(7) Provisions relating to minimum public shareholding shall not apply to entities listed on institutional trading platform without making a public issue.

(8) The draft and final information document shall be approved by the board of directors of the entity and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the Companies Act, 2013 and the Chief Financial Officer, i.e.,the Whole-time Finance Director or any other person heading the finance function and discharging that function.

(9) The signatories shall also certify that all disclosures made in the information document are true and correct.

(10) In case of 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 SEBI Act, 1992 and regulations made thereunder.

Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. To view the notification,Click Here
To view the schedule,Click Here

SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015


ICDR – SCHEDULE IV – FEES TO BE PAID ALONG WITH OFFER DOCUMENT

[See regulations 6(1), 10(2) and 11(4) and 91E(3)

(1) There shall be charged in respect of every draft offer document, every offer document (in case of a fast track issue) and in case of updation of any draft offer document, fees at the rate as specified in Part A and Part B of this Schedule.

(2) The fees shall be paid by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by means of a demand draft drawn in favour of ‘the Securities and Exchange Board of India‘ payable at the place where the draft offer document or offer document or updated draft offer document, as the case may be, is filed with the Board.

PART A

FEES TO BE PAID ALONG WITH DRAFT OFFER DOCUMENT OR IN CASE OF A FAST TRACK ISSUE, ALONG WITH OFFER DOCUMENT

(1) There shall be charged in respect of every draft offer document or in case of a fast track issue, every offer document filed by a lead merchant banker with the Board in terms of these regulations, a fee at the following rate:

(a) In case of a public issue:

Size of the issue, including intended retention of over subscriptionAmount / Rate of fees
Less than or equal to ten crore rupees.A flat charge of one lakh rupees ( 1,00,000/-).
More than ten crore rupees, but less
than or equal to five thousand crore
rupees.
0.1 per cent of the issue size.
More than five thousand crore rupees.Five crore rupees
( 5,00,00,000/-) plus 0.025 percent of the portion of the issue size in excess of five
thousand crore rupees
( 5000,00,00,000/-)

(a) In case of a public issue:

Size of the issue, including intended retention of
oversubscription
Amount / Rate of fees
Less than or equal to ten crore rupees. A flat charge of twenty five thousand rupees
(Rs.25,000/-).
More than ten crore rupees, but less than or equal to
five thousand crore rupees.
0.025 per cent. of the issue size.
More than five thousand crore rupees, but less than
or equal to twenty five thousand crore rupees.
One crore twenty five lakh rupees
(Rs.1,25,00,000/-) plus 0.00625 per cent of the
portion of the issue size in excess of five
thousand crore rupees (Rs.5000,00,00,000/-)
.
More than twenty five thousand crore rupees. A flat charge of three crore rupees
(Rs.3,00,00,000/-).

(b) In case of a rights issue:

Size of the issue, including intended retention of over subscriptionAmount / Rate of fees
Less than or equal to ten crore rupees.A flat charge of fifty thousand rupees
(50,000/-).
More than ten crore rupees0.05 per cent. of the issue size.

(b) In case of a rights issue:

Size of the issue, including intended retention of
oversubscription
Amount / Rate of fees
Less than or equal to ten crore rupees. A flat charge of twenty five thousand rupees
(Rs.25,000/-).
More than ten crore rupees and less than or equal to
five hundred crore rupees.
Twenty five thousand rupees (Rs. 25,000/-) plus
0.005 per cent. of the issue size in excess of ten crore
rupees.
More than five hundred crore rupees. A flat charge of five lakh rupees (Rs.5,00,000/-).

(c) In case of listing without public issue:

Paid up capital of the
entity
Amount / Rate of fees
Less than or equal to ten
crore rupees.
A flat charge of one lakh rupees ( 1,00,000/-).
More than ten crore rupees, but less than or equal to five thousand crore rupees.0.1 per cent of the paid up capital
More than five thousand
crore rupees.
Five crore rupees (5,00,00,000/-) plus
0.025 percent of the portion of the paid up
capital in excess of five thousand crore
rupees (5000,00,00,000/-).

(2) Where the issue size is not determined at the time of submission of the draft offer document or the offer document (in case of a fast track issue), the issuer shall pay fees mentioned at para (1), based on the estimated issue size.

(3) If the issue size estimated by the issuer differs from eventual issue size and thereby:–

(a) the fees paid by the issuer is found to be deficient, the balance fee shall be paid by the issuer within seven days of registering the prospectus with the Registrar of Companies or filing the letter of offer with the recognised stock exchanges, as the case may be; and

(b) if any excess fee is found to have been paid, it shall be refunded by the Board to the
issuer.

PART B
FEES TO BE PAID ALONG WITH UPDATED OFFER DOCUMENT

Where updations or changes are made in any of the sections specified in  Para 3 of Schedule VII of these regulations, there shall be charged a fee of ten thousand rupees (Rs.10,000/-) for updations or changes per section, subject to total fee not exceeding one fourth (1/4th) of the filing fees paid at the time of filing the draft document with the Board or rupees fifty thousand, whichever is higher.

Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. To view the notification,Click Here

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