26/11/2017
How does the SME exchange benefit the Small and Medium Enterprises (SME)
Listing provides an opportunity to the corporates / entrepreneurs to raise capital to fund new projects / undertake expansions / diversifications and for acquisitions.
This mode of fund raising through infusion of equity can help the Companies to raise borrowed funds at efficient rate.
Equity financing lowers the debt burden leading to lower financing costs and healthier balance sheets for the firms.
Listing also provides an exit route to private equity investors as well as liquidity to the ESOP-holding employees. SME Listing channelizes meaningful Schemes. Listing pre supposes good Corporate Governance which results in sustainability of the Company.
Listing also helps generate an independent valuation of the company by the market.
Listing raises a company’s public profile with customers, suppliers, investors, financial institutions and the media.
A listed company is typically covered in analyst reports and may also be included in one or more of indices of the stock exchanges.
An initial listing increases a company’s ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs / GDRs / FCCBs, and in the process attract a wide and varied body of institutional and professional investors.
Listing leads to better and timely disclosures and thus also protects the interest of the investors.
Listing provides a continuing liquidity to the shareholders of the entity. This in turn helps broaden the shareholder base.
Listed companies generally find that the market perception of their financial and business strength is enhanced.
Tax Benefits –
The sale of unlisted shares in short term attract the capital gain tax upto 30% as applicable to the tax payer and the long term capital gain tax of 10% without indexation and 20% with indexation.
The sale of listed securities in the short term attract the capital gain tax of 15% and there is no long term capital gains tax provided it has been subject to STT. This makes it clear that the listing of shares on SME is very attractive.
All Companies listed on SME Exchange can anytime migrate to the main Board of BSE provided shareholders approval is accorded.
Eligibility criteria for SME IPO
SEBI Guidelines
Max Post Issue capital – Rs.25 crores
Min No. of members for Issue – 50
After listing, no min no. of members required to be continued
Market making – Mandatory for 3 years
Underwriting – 100% (Merchant Bankers to underwrite 15% in own account)
Minimum application and Trading Lot size – Rs.1,00,000/- or in multiples thereof
BSE Guidelines
Net Tangible assets of at least Rs.3 crores as per the latest audited financial results
Net worth (excluding revaluation reserves) of at least Rs.3 crores as per the latest audited financial results.
Track record of distributable profits in terms of sec. 123 of Companies Act, 2013 for at least two years out of immediately preceding three financial years and each financial year has to be a period of at least 12 months. Extraordinary income will not be considered for the purpose of calculating distributable profits.
OR
Net worth shall be at least Rs. 5 crores.
The post-issue paid up capital of the company shall be at least Rs.3 crores.
Other Requirements:
The Company shall have a website
The company shall mandatorily facilitate trading in demat securities and enter into an agreement with both the depositories.
There should not be any change in the promoters of the company in preceding one year from date of filing the application to BSE for listing under SME segment.
Certificate from the applicant company / promoting companies stating the following:
The Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
There is no winding up petition against the company that has been accepted by a court.
Note: Cases where company is out of BIFR are allowed.
Listing Process will also involve
Visit to the registered office of the Company by BSE officials to verify general documents and processes followed in the Company.
Promoters to attend an interview with the Listing Advisory Committee.
Migration from BSE SME Exchange to the main Board of BSE:
It is mandatory for the company to be listed and traded on the BSE SME Platform for a minimum period of two years.
Post issue capital should be more than Rs.10 crores and upto Rs.25 crores.
Shareholders’ approval to be sought by special resolution passed through postal ballot – In postal ballot, the votes cast by shareholders other than promoters in favour of the proposal to migrate to Main Board should be at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal to migrate to Main Board.
To fulfill the eligibility criteria for migration to Main Board – The companies seeking migration to Main Board of BSE should satisfy the eligibility criteria as specified in 26 of SEBI (ICDR) Regulations, 2009 either at the time of initial listing on SME platform or at the time of seeking migration to Main Board. However, same will not be applicable where the company had sought listing on SME platform by following the book building process and as per the requirements prescribed in 26(2) of SEBI (ICDR) Regulations, 2009.