December 23, 1996


The Managing Director/
Executive Director of all Stock Exchanges.

Dear Sir,

The issue relating to the listing of debt securities of a company without prior requirements of its equity having been listed has been considered by SEBI and it has been decided in view of the consistent changes taking place in the capital markets and with basic intention of offering depth to the debt market, the guideline insisting on listing of equity first of unlisted companies is no longer applicable and that listing of debt is permitted without listing of the equity shares of the unlisted company in cases where the said unlisted company has issued its debt security by way of a prospectus and with full disclosures as required under SEBI guidelines.

Minimum Number of Shareholders:

In continuation of our circular No: SMD/RCG/JJ/1819/96 dated May 15, 1996, it is clarified that companies which do not satisfy the norms of minimum number of shareholders at the time of listing, a period of six months should be given to all issuer companies to fulfil the requirement in this regard.

Yours sincerely,


cc: 1. All Sr. EDs/EDs of SEBI
2. Regional Managers of NRO, SRO, ERO.
3. All SEBI Officers who are on the Board of various SEs, with a request to please ensure compliance of the above decisions by their respective SE.
4. All Officers of SMD.

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