listing without ipo in india

PROPOSAL IN UNION PROPOSAL IN UNION BUDGET 2013BUDGET 2013 1414BUDGET 2013BUDGET 2013--1414

AGB & PartnersCorporate Counsel & Lawyers

PROPOSAL APPROVED BY SEBIPROPOSAL APPROVED BY SEBI

Start up & SMEpListing Listing


OPPORTUNTIESOPPORTUNTIESBetter Visibility

W d I b Wider Investor base

Multiple Funding Multiple Funding Options

EExpenses of listing saved

Transformation of listing of start ups & SME into Institutional Trading Platform


“ Institutional trading platform” g p

Means the trading platform in a SMEMeans the trading platform in a SMEexchange for listing and trading ofspecified securities of SME for informedspecified securities of SME for informedinvestors.


CONTD…..

“ Small and Medium Enterprise”

Means a public company including start upcompany, that complies with all theeligibility conditions specified ing y pregulation 106Y


ELIGIBILITY FOR IPOELIGIBILITY FOR IPOAnyAny oneone ofof thethe followingfollowing ::--


ELIGIBILITY FOR IPOELIGIBILITY FOR IPO

AnyAny oneone ofof thethe followingfollowing ::--


Possibility of Alternate Fundingi h S ifi i C lwithout Sacrificing Control on

Management

Enticing Informed Investors toparticipate in Emerging GrowthStoryStory

Ready Exit Route to OutsideIInvestors

Cheaper Listing


Listing of Securities on Institutional Listing of Securities on Institutional Trading Platform Trading Platform

Listing not to be accompanied by any other issue to public in whatsoever manner.

Compan not to make an IPOCompany not to make any IPO .

Private Placement /Right issuePrivate Placement /Right issue allowed without option for renunciation of the right.


PP/Right Issue PP/Right Issue -- ConditionsConditionsReceipt of InReceipt of In--principle approval from principle approval from pp p p ppp p pprecognized stock exchangerecognized stock exchange

SR under sub SR under sub ––section (1A) of section 81 section (1A) of section 81 of Companies Act 1956of Companies Act 1956of Companies Act, 1956.of Companies Act, 1956.

Time span for allotment Time span for allotment –– 2 Months2 Months

Explanatory statement to include :Explanatory statement to include :--PurposePurposeIdentity of Identity of allotteesallotteesNature of securities Nature of securities Nature of securities Nature of securities Price Price Information to be disseminated at Information to be disseminated at least least 15 days prior to General 15 days prior to General body meetingbody meeting

Price not to be less than :Price not to be less than :--Book value as per last audited B/sBook value as per last audited B/sValue as determined by Value as determined by Value as determined by Value as determined by Independent Independent auditor or merchant auditor or merchant bankerbanker AGB & Partners

Corporate Counsel & Lawyers

PP/Right Issue PP/Right Issue -- ConditionsConditions

No option as to renunciation of the rightg

Receipt of In-principle approval from recognized stock exchange

C t di t h l tt fCompany to dispatch a letter of offer to its shareholders through either of the mode.either of the mode.


Decline due to lack of funds

Expansion Stage

IPODeveloping Stage

portu

nitie

s

PE Firms hold the hands of SMEs

Growth Stage

al M

arke

t OppStable Profit

Margins

Supported by Venture ng th

e C

apita

Supported by Venture Capital FirmsNascent

Stage

Unl

ocki

nProfitability

High Risk & Lower Profit Margins

Increase in Sales & Rise in Profit

Profit Margin tends to rise as the business expands


Expansion Stage PP/ Right Issue

Entry of Informed InvestorsDeveloping Stage

portu

nitie

s

Decline / Delay due to lack of fundsGrowth

Stage

al M

arke

t Opp

Stable Profit Margins

Listing w/o IPO

ng th

e C

apita

Supported by Promoter & promoter’s group

Nascent Stage

Unl

ocki

n

E f I f d

Profitability

Promoter & promoter’s group

Listing without IPO Profit Margin tends to rise as the business expands

Entry of Informed Investors


Preparation of Information Document

Application to BSE for listing on ITPApplication to BSE for listing on ITP

Hosting of ID on the website of BSE

In-principle Approval by BSE

Signing of Listing Agreement and OtherDocuments

Listing of Securities after satisfaction ofconditions of Regulation 106Y


RISK FACTORSBUSINESS Beneficial

Owners

FACTORS

Directors and KMP R l ti hi

Promotersand KMP Relationship,

Related Transactions

,etc.

Legal Proceedings Declarations


Companies Act, 1956 and 2013

SEBI (Listing of SS on ITP) Regulations, 13

SEBI (ICDR) Regulations, 2009

D i i A 1996Depositories Act, 1996

Listing Agreement, Rules & Regulations Laws & Bye LawsRegulations, Laws & Bye Laws of Stock Exchange


AGBIANSAGBIANSInitiation of Assignment –Conceptual Clarity AGBIANSAGBIANSConceptual Clarity

Initial Legwork

Initiation

Reconstitution of BOD

Conversion into Public Co.

Issuance of Bonus SharesIssuance of Bonus Shares

Preparation of InformationDocumentDocument


Conversion of Sharesf f Ph i lform from Physical toDemat Mode

Completion ofS t i l R dSecretarial Records

Li i ith St kLiaison with StockExchange


15 – 25

lacs


YYearly Budget would

b d 5 6 lakhbe around 5 -6 lakhincluding theappointment ofCompany secretaryp y y


SOME FAQ’sSOME FAQ’s

1 CHow ?

1.Can some one take over my business

?without my permission?



How ?

2.Can some one interfere in daytoday management of the

?Business ?AGB & Partners



How ?

3.How new funds will come into

Company?Company?



How ?

4 Do I need to pay capital gain tax 4.Do I need to pay capital gain tax

di t t ft li ti ?on my divestment after listing ?AGB & Partners



How ?

5.What will happen if some one acquires 11 % equity in one

Company ? 11%

EquityAGB & Partners



How ?

6.What will happen if some one6.What will happen if some one

accumulate 26 % of the equity ?accumulate 26 % of the equity ?AGB & Partners



How ?

7.Can I delist after some time ?Delist

List



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listing without ipo in india

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