In this Article I will explain the relevant provisions of SEBI (LODR) Regulations 2015, SEBI (ICDR) Regulations 2018, and of Companies Act 2013 w.r.t the Voluntary Migration of an issuer from SME Emerge platform to the Main Board.
As we all are aware of that a Company who is not eligible to fulfill the Conditions mentioned under the Chapter II of SEBI (ICDR) Regulations 2018 to get its Equity shares listed on Main Board can get its shares listed on SME Emerge platform by Complying with the provisions mentioned under Chapter IX of SEBI (ICDR) Regulations 2018.Further if the Company Subsequently wants to get its Equity Shares Listed on the Main Board then it can do so as per Regulation 277 of SEBI (ICDR) Regulations 2018.
Regulation 277 of SEBI (LODR)
Company having Post issue face value of equity shares is of more than 10 crore and Upto 25 crore may voluntarily migrate to main board Subject to Approval of the Shareholders by passing Special resolution through postal ballot
Provided that special resolution shall considered valid if and only if the total votes cast by non promoters in favour of the resolution shall amount to 2times the votes cast against the resolution.
PROCEDURE FOR MIGRATION
Step 1: Obtain Prior Consent of the Scrutinizer.
Step 2: Appoint an Agency for e-voting.
Step 3: Decide a Cutoff date for sending of notice to shareholders.
Step 4: Decide calendar of event.
Step 5: Prior intimation of board meeting to the concerned stock exchange.
Step 6: Conduct Board meeting and approve the following:
1. Appointment of Scrutinizer.
2. Approval of Notice for Postal Ballot.
Step 7. Printing of notice of Postal ballot
Step 8: Dispatch the notice of postal ballot along with the ballot paper and explanatory statement.
Step 9: Publish the Advertisement, same shall be given in one vernacular and one English newspaper, and contain the following details:
a) Date of dispatching the notice of EGM
b) Date of Commencement of Voting [through postal ballot or e-voting (if voting is conducted through electronic mode then provisions of Rule 20 of The Companies (Management and administration) Rules 2014 shall apply mutatis mutandis.]
c) Last date of Voting.
d) Statement that any Postal Ballot Received after 30 days from the date of dispatching the EGM Notice Shall be treated Invalid.
e) Statement that members who has not received the Postal Ballot may apply to the Company to obtain the duplicate Copy of the same.
f) Contains the details of person for the redressal of the grievances
Step 10: Commencement of Postal ballot/E-voting.
Step 11: Scrutinizer shall declare the result ASAP after the last date of receipt of Ballot paper but not later than 7 days thereof.
Step 11: File form MGT-14 to the concerned ROC within 30days from the date of declaration of Results by Scrutinizer.
Step 12: Upload the results on the website of the Company.
Step 13 Submission of results alongwith the Application for in-principle approval to the concerned stock exchange
|Postal Ballot Tentative Timeline
|Sr. No||Event||Simultaneous Activities||Dates
|0||1. Prior Consent of Scrutinizer
2. Appoint an agency for e-voting
3. Decide cut-off date for sending of notice to shareholders
4. Decide calendar of event.
|1||Prior intimation of Board Meeting to Stock Exchanges
1. Board Meeting
|4||Completion of Printing of notice of Postal Ballot||File an application for activating/obtaining EVSN to NSDL/CDSL/evoting agency –
|any time after board meeting but before starting of E-voting)
Obtain details of shareholders from RTA for dispatch of notices as on cutoff date
|5||Completion of Dispatch of Notice of Postal Ballot and approval to printer for release of advertisement for completion of dispatch||At any time after printing of notice|
|6||Publishing of advertisement w.r.t. postal ballot in newspaper and filing of form in ROC||Submission to STX, upload advertisement on Website||At any time after dispatching the notice|
|7||Commencement of Postal Ballot/E-voting||Actual|
|8||Last date for receiving Postal Ballot forms by the Scrutinizer/ Last date for E-voting and
Date on which resolution/s will be deemed to be passed
|Commencement of Postal Ballot/E-voting + 30days.|
|8||Last Date of Submission of Report by the Scrutinizer||Any time after last date of receiving postal ballot/e-voting but not later than 7days thereof
|9||Date of Announcement of Results at registered office||Approval to be sent to Printer for publishing of postal ballot results||Last date of receiving postal ballot + 7days|
|10||Submission of results alongwith Application for in-principle approval to Stock Exchange and uploading the results on website of the Company||PA w.r.t. postal ballot results, Filing of requisite forms with ROC||Any time after declaration of results.|