Securities and Exchange Board of India (SEBI) vide circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016 has provided following two options to Exclusively Listed Companies (ELCs) of De-recognized / Non-operational / exited Stock Exchanges placed in the Dissemination Board (DB).
1) Raise capital for listing on Nationwide Stock Exchange
2) Provide exit to investors
As per the said circular promoters of ELCs opting to provide exit to investors are required to appoint an independent valuer from panel of expert valuers of the designated stock exchange.
Based on the requirements of the said circular, the Exchange would empanel only SEBI registered Category I Merchant Bankers to act as independent valuers for the panel of expert valuers.
The broad framework under which such SEBI Registered Category I Merchant Bankers desirous of being empaneled with the Exchange would operate is as given below. BSE would have the right to carry out necessary changes, make additions to the broad frame work, terms and conditions with or without giving any prior intimation to the independent valuers.
Purpose
Promoters of ELCs placed in DB to appoint Independent Valuers from panel of expert valuers of the designated stock exchange as mentioned in Annexure – A of SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016.
Eligibility Criteria
Only SEBI registered active (not under suspension) Category I Merchant Bankers shall form panel of expert valuers of the designated stock Exchange (BSE Ltd) to act as Independent valuers for arriving at a Fair Value as required by SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016.
Procedure for Applying for appointment as Independent Valuer
Any SEBI registered active (not under suspension) Category I Merchant Bankers desirous of being part of panel of expert valuers of the designated stock Exchange (BSE Ltd) to act as Independent Valuers for arriving at a Fair Value as required by SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016 shall make an application to BSE as per format in Annexure I.
The details of such Independent Valuers who are part of panel of expert valuers on BSE shall be uploaded on BSE website.
Period of appointment
The Independent Valuer shall be empaneled for a period as stipulated by SEBI as per circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016. The Exchange would reserve the right to de-list the name of the Independent Valuer at any stage, if found unsatisfactory or does not comply with the BSE’s requirement.
Should the Independent Valuer cease to be SEBI registered Category I Merchant Bank, it shall cease to be Independent Valuers with the Exchange as well.
Other general Terms and Conditions
1) The Exchange would not be held liable for any act of commission and omission by the Independent Valuer while arriving at fair value for giving exit to the investors.
2) It shall be at the sole discretion of the ELCs to select the Independent Valuer and the Exchange would not have any role to play in the said appointments.
3) The ELCs and the Independent Valuer will decide among themselves w.r.t nature of job, responsibilities, scope of work, fee structure, remuneration, etc. however, the same shall not be in contravention to the requirements mentioned in SEBI circular or of the Exchange.
4) Empanelment shall be at the sole discretion of BSE as per its requirement and BSE has the right to reject an application without assigning any reasons thereof.
5) The Independent Valuer shall submit the reports as per standard formats prescribed by BSE / SEBI and reports/documents furnished by the Independent Valuer shall reflect true and correct information.
6) BSE shall, under no circumstances whatsoever, be liable for the fees/costs which is payable or due for the services offered by the Independent Valuer.
7) BSE shall neither be held liable nor responsible regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity, or for any delay or interruption, or for any claims or losses arising therefrom or occasioned thereby during the empanelment as an independent valuer on BSE or thereafter.
8) BSE reserves the right to cancel/withdraw the permission granted without giving prior notice or assigning any reasons whatsoever on such terms and conditions as it may deem fit.
9) The valuation shall be conducted according to the terms and conditions specified by BSE / SEBI from time to time.
10) The Independent Valuer shall indemnify BSE and keep BSE indemnified, against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that may arise as a result of the valuation carried out by the Independent Valuer.
11) Any other condition which the Exchange would stipulate from time to time.
Active SEBI registered Category I Merchant Bankers desirous of forming panel of expert valuer of the designated stock exchange (BSE LTD) to act as independent valuers may make a simple application, on company Letter-Head to BSE in format as given in Annexure I.
The standard Format in which the Independent Valuers would submit report of due diligence and fair value would be made available on BSE website at a later date.
For further details, you may contact the following at BSE.
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Mr. Atul Dhotre - Manager – Listing
Mail id : atul.dhotre@bseindia.com / direct.listing@bseindia.com
Tel. No.: +91-22-22728934
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Khyati Shah
Deputy General Manager
November 4, 2016
Annexure I
Format of application for getting empaneled on the panel of independent valuers of BSE Ltd. as required in SEBI circular SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016.
On Company Letter- Head
Date:
To,
Senior General Manager - Listing Dept,
BSE Ltd.
20th Floor, PJ Towers, Fort
Mumbai 200023
Dear Sir,
Sub : Application for getting empaneled on the panel of independent valuers of BSE Ltd. as required in SEBI circular no. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016 (“SEBI Circular”).
I / We __________________________________ <Name of the Merchant Bank>, being Category I SEBI registered Merchant Banker hereby make an application to BSE Ltd.(“BSE”) for empanelment as an independent valuer on the panel of expert valuers at BSE as per SEBI Circular.
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Our relevant details as Applicant are furnished below:
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Sr. No.
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Particulars
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Details to be filled in by the applicant
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1
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Name of the Applicant
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2
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PAN , TAN and CIN of the Applicant
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3
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SEBI Registration no
(as category I Merchant Banker) Please attach certified true copy of the SEBI registration certificate
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4
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Is the SEBI registration number temporary or permanent?
If temporary, expiry date
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5
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Address of Registered Office of the applicant
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STD Code
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Tel. Nos.
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Fax Nos.
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Email id.
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website
(Please ensure that website is under working condition and accessible)
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6
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Address of Correspondence of the Applicant
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STD Code
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Tel. Nos.
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Fax Nos.
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Email id.
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7
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Name of the single point of contact (SPOC) official of the Applicant
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8
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Address and contact details like
tel no, mail id cell no
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I/we hereby apply for empanelment as an independent valuer on the panel of expert valuers of BSE as per SEBI Circular and declare that:
1. The particulars furnished above are true to the best of my/our knowledge and belief, and any incorrect information furnished may lead to cancellation of my/our application for empanelment as an independent valuer with BSE.
2. I/We understand and accept that empanelment shall be at the sole discretion of BSE as per its requirement and BSE has the right to reject our application without assigning any reasons thereof.
3. I/We shall submit the reports as per standard formats prescribed by BSE / SEBI and reports/documents furnished by me/us shall reflect true and correct information.
4. I/We understand that in case my/our application for empanelment as independent valuer on BSE is accepted, I/We shall abide by all the terms & conditions stated herein as well as other terms & conditions as may be prescribed by BSE / SEBI from time to time.
5. I/We understand that BSE shall, under no circumstances whatsoever, be liable for the fees/costs which is payable or due for the services offered by me/us.
6. I/We undertake that BSE shall neither be held liable nor responsible regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity, or for any delay or interruption, or for any claims or losses arising therefrom or occasioned thereby during the empanelment as an independent valuer on BSE or thereafter.
7. I/We understand that empanelment as such does not guarantee allocation of assignments by BSE.
8. I/We understand that assignment provided to me/us shall be subject to periodical review by BSE / SEBI.
9. I/We understand that BSE reserves the right to cancel/withdraw the permission granted without giving prior notice or assigning any reasons whatsoever on such terms and conditions as it may deem fit.
10. I/We understand that the valuation shall be conducted according to the terms and conditions specified by BSE / SEBI from time to time.
11. I/We understand that the valuation report shall reveal true & fair assessment keeping in view the market conditions and the report shall be submitted in the format as may be prescribed by BSE/SEBI.
12. I/We shall maintain secrecy of the valuation report.
13. I/We hereby consent that BSE may take steps as deemed fit in case any irregularity is observed in my/our conduct.
14. I/We undertake to keep BSE informed of any events or happenings which would make me/us ineligible for acting as an independent valuer.
15. I/We have not concealed or suppressed any material information, facts and records and I/We have made a complete and full disclosure.
16. I/We shall indemnify BSE and keep BSE indemnified, against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that may arise as a result of the valuation carried out by Me/Us.
17. I/We undertake that in case of debarment by SEBI, I/We shall discontinue to act as an independent valuer on BSE.
Thanking you,
Yours faithfully,
Signature of Authorised Signatory
Name and Designation of the official
Seal of the company |