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This is an archive article published on August 13, 1997

Norms for unlisted cos revised

MUMBAI, AUG 12: The Securities and Exchange Board of India (SEBI) has further tightened the entry barrier for unlisted companies by asking ...

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MUMBAI, AUG 12: The Securities and Exchange Board of India (SEBI) has further tightened the entry barrier for unlisted companies by asking them to have a dividend paying record immediately preceding the last three years. Earlier, these companies were required to pay dividend in at least three out of the preceding five years.

Announcing the re-designed disclosure and investor protection guidelines after its board meeting in Mumbai today, chairman D R Mehta said the board has added clarity to these norms and has rationalised the overlapping provisions. He said a listed company would now be required to meet the entry norm only if the post-issue networth becomes more than five times the pre-issue networth.

Mehta said companies would be required to make their partly paid-up shares to fully paid-up or forfeit the same, before making a public/rights issue. “An unlisted company can now freely price its securities provided it has shown net profit in the immediately preceding three years, subject to its fulfilling the existing disclosure requirements,” the SEBI chairman said.

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The promoters contribution has now been made uniform at 20 per cent irrespective of the issue size. Presently, promoters contribution for public issues by unlisted as well as listed companies is specified as 25 per cent for issue size upto Rs 100 crore and 20 per cent for issue size above Rs 100 crore.

He said only such securities could be offered for promoters contribution for which a specified written consent has to be obtained from the shraeholders for lock-in.

SEBI has also made appointment of registrar to rights issue mandatory and made a provision regarding disclosure of the share holding of the promoters whose names figure on `promoters and their background’ in the offer document.

Mehta said the SEBI (registrars to an issue and share transfer agents) rules and regulations 1993 has been amended to provide for an arm’s length relationship between the issuer and the registrar to the issue. SEBI has said that no registrar to an issue can act as such for any issue of securities made by any body corporate, if the registrar to the issue and the issuer companies are associates.

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Talking about the R Chandrasekaran committee recommendations, Mehta said the board considered those recommendations which did not require any amendment of any Act, rules and regulations authorised SEBI to go ahead with their implementation.

Mehta said in order to encourage brokers to go for corporatisation, the corporate entity may be exempted from payment of turnover based fees for which the erstwhile broker has already paid the fee based on turnover.

Presently about 27 per cent brokers have already gone for corporatisation, he informed.

The board also reviewed the FII investments and during the current fiscal.

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Mehta said the FIIs have made investments of $ 1.047 billion during the current financial year so far (April 1 to August 11, 1997). “The cumulative FII investment by FIIs is, thus, $ 8.673 billion,” Mehta said.

SEBI has received public announcements for 15 takeover after the notification of new regulations. It has so far referred to the takeover panel 12 cases for exemption from making public offers.

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