We are SME IPO consultant and SME IPO advisors! Traditionally Debt/loans used to be an instrument available to Companies to raise funds for business. However, there are certain costs such as marketing, logistics, research, a brand creation where debt option is not available.
Companies also opt for Venture Capital / Private Equity. However, performance pressure and stringent conditions make such investment unattractive for most of the businesses.
Therefore, Initial Public Offering (IPO) on Main board i.e. National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) is the ultimate solution. Now after the introduction of SME Stock Exchanges small IPOs like Rs.2 Cr are also possible. SME IPOs are quick (3 to 6 months) and comparatively cost effective than Main board IPOs. Such listing entitles Companies raised a good amount of money from the public without any repayment or commitment. Also, SME IPO does not require any permission from SEBI. Further after certain period and criteria, such Companies are allowed to migrate to Main Boards of BSE & NSE.
IPO Sizes SME IPO size is Rs 1.50 Cr to 40.00 Cr in recent times. More than 200 Companies have listed on SME Exchanges. Main board IPO are usually on the higher side.
SME IPOs listing is suitable for Companies with low turnover, less capitalization but the potential for high growth in near future. Upcoming companies, startups, e-commerce, technology companies, infrastructure, developers, agro focused companies are few of them.
The sale of unlisted shares in short-term attract the capital gain tax up to 30% as applicable to the taxpayer 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 Share Securities Transaction Tax. This makes it clear that the listing of shares is a very attractive option for SMEs.
The following criteria should be complied with as on the date of filing the Public Offer Document with NSE as well as when the same is filed with RoC and SEBI.
Parameter | Listing Criterion |
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Incorporation | The Issuer should be a company incorporated under the Companies Act 1956 / 2013 in India. |
Post Issue paid up Capital | The post issue paid up capital of the company (face value) shall not be more than Rs. 25 crore. |
Track record |
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Other Listing conditions |
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Disclosures | The following matters should be disclosed in the offer document:
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The following criteria should be complied with as on the date of filing the Public Offer Document with NSE as well as when the same is filed with RoC and SEBI.
Parameter | Listing Criterion |
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Incorporation | The Company shall be incorporated under the Companies Act, 1956/2013 |
Financials |
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Other Requirements |
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Disclosures | A certificate from the applicant company / promoting companies stating the following a) ” The Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).” Note: Cases where company is out of BIFR is allowed. b) There is no winding up petition against the company, which has been admitted by the court or a liquidator has not been appointed. |
The companies seeking migration to Main Board of BSE should satisfy the eligibility criteria It is mandatory for the company to be listed and traded on the BSE SME Platform for a minimum period of two years and then they can migrate to the Main Board as per the guidelines specified by SEBI vide their circular dated 18th May 2010 and as per the procedures laid down in the ICDR guidelines Chapter X B.