scope document- direct listing on nse ltd
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Privilege and confidential
Pantomath CapitalInvestment Banking | M&A | Capital Markets
Scope Document-
Direct Listing on
NSE Ltd.May 2021
ContentsOverview and Key Contours 1 2
Eligibility Criteria for Direct listing2 3
ParticularsPage No.
Scope of Work3 5
Pantomath hand holding-End to End Execution4 6
Legal Framework5 7
2
Listed Companies on BSE Ltd. have the option of direct listing of its securities on
NSE Ltd.
Overview and Key Contours
Direct Listing is a process through which a
company having its equity shares already
listed on the stock exchange gets its equity
shares listed on any other stock exchange.
Recently NSE has allowed companies whose
securities are listed on BSE to further list its
securities with NSE. Such companies may
apply for listing under direct listing mode by
fulfilling the pre-requisites laid down by NSE
and as explained in the next slides.
Access to vast network of NSE
trading members
Better and Increased Visibility
Benefits of dual listing
3
Eligibility Criteria for Direct Listing (1/2)
Particulars Eligibility Criteria Norms
Networth Rs. 75 crores (in each previous three FY)
i)EBITA; or
ii)Dividend Paid; or
iii)Market Capitalization (full).
Positive EBDITA in each of the three preceding financial years
Paid for 2 out of 3 yrs.
Average Market capitalization of the company to be more than INR 1,000 Cr for a
6 (six) months period prior to the date on which the listing application has been
made
Atleast 3 years track record The Applicant Company shall have atleast 3 years track record
No. of Public Shareholders The Applicant company shall comply with Minimum public shareholding.
Company Website Applicant shall have Functional and updated website
Processing Fees 0.05% of issue size; maximum – Rs. 30,00,000
Annual Listing Fees Rs. 2,90,000 or based in the Company’s Paid up Capital
Listed on RSE
The applicant company should have been listed on any other recognized Stock
Exchange for at least last three years or listed on the exchange having nationwide
trading terminals for at least six months
SEBI registered SCORES ID Applicant company shall have SEBI registered SCORES ID.
https://www1.nseindia.com/corporates/content/eligibility_criteria.html
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Eligibility Criteria for Direct Listing (2/2)
Particulars Eligibility Criteria Norms
Investor grievance
Applicant company, promoters/promoting company(ies), group companies, companies promoted by
the promoters/promoting company(ies)(listed entity) should have pending investor grievance (if any)
not be more than 30 days
Defaults in respect of payment
of any borrowings /debt or
interest thereto
Defaults in respect of payment of interest or debt by the applicant company, promoters/promoting
company(ies), group companies, companies promoted by the promoters/promoting company(ies)-
Details of Litigation The Applicant company shall provide Clarification to exchange w.r.t details of Litigation, if any.
Rejection cooling off period The application of the applicant company should not have been rejected in last 6 months.
Audit qualificationThe applicant company should not have audit qualification w.r.t. going concern and adverse opinion
or disclaimer of opinion pertaining to financials.
Avg. daily turnover for last 6
monthsMinimum average daily turnover during last 6 months (value) - Rs. 10 lakhs
Avg. daily trades for last 6
months Minimum average daily number of trades during last 6 months (count) – 50
Trading above FVSecurities of the company should be trading above face value during six months preceding the date
of application.
Cooling periodCooling period of two months from the date the security has come out of trade-to-trade category or
any other surveillance action, by other exchanges where the security has been actively listed.
5
A
1.Preliminary examination
and evaluation of Company
Action Plan for
Intermediary Divisions
Preliminary examination and
understanding of Company
details;
Evaluation of compliances under
Companies Act, 2013, SEBI Act
and Regulations made thereunder
and Stock Exchange parameters
for direct listing of the Company
at NSE;
Providing our insights in the form
of a presentation, encapsulating
adherence to eligibility criteria
norms by Company, estimated
key costs, indicative steps and
time-frame involved;
Assistance in ensuring adherence
to eligibility criteria norms.
A structured way to help Companies for Direct Listing at NSE
Scope of Work
Preliminary
examination and
evaluation of CompanyB
Compliance with
corporate governance
obligationsC
Drafting of documents
and Intermediary
assistanceD
Filing of in-principle,
Listing and Trading
Applications with NSE
Providing a ‘periodical compliance
calendar’ exhibiting applicable
compliances and timeframe thereof.
The applicable compliances shall be
determined keeping in mind the
following laws / regulations:
o The Companies Act, 2013;
o The SEBI Act and Regulations
made thereunder
Analysis of the compliances done by
the Company with the applicable
compliances and finding
discrepancies therein;
Assisting in taking measures for
compliance of corporate governance
obligations;
Drafting of undertakings / reports /
certificates required for complying
with compliance with corporate
governance obligations;
Assisting in updating Company
website in accordance with
compliance requirements.
Drafting of notice / agenda /
resolutions for obtaining board and
shareholder approval;
Drafting of Information
Memorandum and all supporting
documents;
Assistance in obtaining certificates
from PCA / PCS pertaining to
compliance with corporate
governance requirements,
networth and distributable profit;
Assistance in obtaining new ISIN
for securities;
Assistance in obtaining
confirmation letter from BSE
certifying that the securities
proposed to be listed are not under
suspension;
Assistance in filing relevant Forms
with ROC.
Assistance in executing the Listing
Agreement with NSE;
Drafting of the in-principle, listing
and trading application and all
supporting documents;
Submitting the in-principle, listing
and trading application to NSE;
Liaising with NSE, providing
clarification / information and
resolving its queries, if any;
Co-ordinating and obtaining the
in-principle, listing and trading
approval from NSE.
6
Identifying the criteria and exchange requirements
Plotting the Exchange criteria & requirements vis-à-vis the
Company
Preparing application to be submitted to NSE
Drafting of other documents, certificates, undertakings,
annexures etc.
Preparing profile of the company, KMPs & other
details related to business
Co-ordination with BSE for Compliance Certificate & Recommendation Letter
Preparation of IM & other documents to be submitted to
NSE
Co-ordination with NSE for receiving in principle approval
of NSECoordination with
Intermediaries
Co-ordination with NSE for final trading approval
Pantomath’s Handholding: End to End Execution
7
Legal & Regulatory Framework (bird’s eye view)
Depositories LawForeign Exchange Management Act (FEMA), 1999 & Regulations issued
there under, if applicable
Companies Act, 2013
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations
SEBI (Prohibition of Insider Trading) Regulation, 1992
8
Pantomath
- Know Your Manager to DIRECT Listing
9
Our Founders & Directors
Mahavir Lunawat Group Managing Director
Pantomath Group
Madhu Lunawat Executive Director
Pantomath Group
Our Founders Independent Directors
• Mr. Ambareesh Baliga has over 35 years of
experience in Wealth Management, Fund
Management, Corporate Advisory, Retail Finance &
Stock Broking.
• Mr. Baliga is acknowledged for his acumen and deep
understanding of the markets
• Former Secretary in the Ministry of MSME, Govt. of
India
• Belongs to 1982 batch of Indian Administrative
Service (IAS)
• Served as Commissioner at Central Provident Fund
Commissioner, Additional Chief Secretary to the
Government of Haryana
Ambareesh Baliga
K K Jalan
Group Founder, Mr. Lunawat who is a CFA Level II
(AIMS, US), ICFAI FCS and PGDSL, and who has stints
with top notch organizations viz. ITC Ltd. RIL, and PwC.
With over 15 years of vast exposure, Mr. Lunawat has
handled IPOs, mergers, Demergers, and advised on
various mega restructuring projects.
Mr. Lunawat is currently Vice Chairman of Association
Member of Investment Bankers of India (“AIBI”) and
represents on various experts/ committees formed by
SEBI, Stock Exchanges & trade bodies/ chambers.
CA Madhu Lunawat also had stints with leading
organizations viz. Infosys, ASREC, and Edelweiss.
Ms. Lunawat served as CFO of Edelweiss ARC
immediately before joining the Board of Pantomath
Capital
10
Our Credentials - Building Relationships, Based on Trust
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transactions
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Pantomath Network Offices Across the Globe
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Greece India
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Banking Platform for Mid-Market Businesses with
Dedicated capital market division
11
Disclaimer
This confidential document has been prepared by “Pantomath Capital Advisors Private Limited” (Pantomath) on the basis of information
available in public domain. While the information contained herein has been prepared in good faith, neither Pantomath nor any of its directors,
offices, agents, employees or advisers give have given or have the authority to give, any representations or warranties (express or implied) as to,
or in relation to, the accuracy, reliability or Completeness of the information in the presentation, or any revision thereof (all such information
being referred to as “information”) and any liability therefore is expressly disclaimed .
Accordingly, neither Pantomath nor any of its directors, officers, agents, employees or advisers take any responsibility for, or will accept any
liability , whether direct or indirect, express or implied, contractual, tortuous, statutory or otherwise, in respect of the accuracy or completeness
of the information or for any of the opinions contained in the presentation or for any errors, omissions or misstatements or for any loss/ damage,
be it tangible or intangible, howsoever arising, from the use of this Presentation.
This Presentation and its contents are confidential. Accordingly, this presentation and its contents are on the basis that they will be held in
complete confidence. By accepting a copy of this Presentation, the recipient agrees to keep its contents, and any other information regarding
the assignment, which is disclosed to such recipient, confidential, and shall not divulge or cause to divulge any information contained herein, in
part of in full, without the prior written consent of Pantomath
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