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An Issuer has to take various steps prior to making an application for listing
its securities on the ISE. These steps are essential to ensure the compliance of
certain requirements by the Issuer before listing its securities on the ISE. The
various steps to be taken include :
Submission of Memorandum and Articles of Association :Rule 19(2) (a) of
the Securities Contracts (Regulation) Rules, 1957 requires that the Articles of
Association of the Issuer wanting to list its securities must contain provisions
as given hereunder.
The Articles of Association of an Issuer shall contain the following provisions namely :
Note : The Relevant Authority may take exception to any provision contained in the Articles of
Association of an Issuer which may be deemed undesirable or unreasonable in the case of a public company
and may require inclusion of specific provisions deemed to be desirable and necessary.
- that there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law;
- that a common form of transfer shall be used;
- that fully paid shares shall be free from all lien and that in the case of partly paid shares the Issuer's lien shall be restricted to moneys called or payable at a fixed time in respect of such shares;
- that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Issuer on any account whatsoever;
- that any amount paid up in advance of calls on any share may carry interest but shall not in respect thereof confer a right to dividend or to participate in profits;
- that option or right to call of shares shall not be given to any person except with the sanction of the Issuer in general meetings.
- permission for Sub-Division/Consolidation of Share Certificate.
If the Issuer's Articles of Association is not in conformity with the provisions as stated above,
the Issuer has to make amendments to the Articles of Association. However, the securities of an Issuer
may be admitted for listing on the ISE on an undertaking by the Issuer that the amendments necessary
in the Articles of Association to bring Articles of Association in conformity with Rule 19(2)(a) of
the Securities Contract (Regulation) Rules, 1957 shall be made in the next annual general meeting and
in the meantime the Issuer shall act strictly in accordance with prevalent provisions of Securities
Contract (Regulation) Act, 1957 and other statutes.
It is to be noted that any provision in the Articles of Association which is not in tune with sound
corporate practice has to be removed by amending the Articles of Association.