A comprehensive checklist covering the key eligibility and compliance requirements for listing an IPO on NSE. It includes paid-up capital and market capitalisation, legal compliance, 3-year track record, financial and insolvency status, investor grievance mechanisms, payment defaults, and previous listing rejection requirements.

NSE IPO Listing Eligibility & Due Diligence Checklist

1. Paid-up Capital & Market Capitalisation

• Post-issue paid-up equity share capital is at least ₹10 crore.
• Post-issue equity market capitalisation is at least ₹25 crore.
• Market capitalisation is calculated as:
  Issue Price × Post-issue Number of Equity Shares.
• Post-issue share capital considered is the capital for which listing is being sought.
• Offer document contains the required disclaimer regarding the minimum market-capitalisation requirement.
• Confirm that if the required market capitalisation is not achieved, the securities will not be listed on NSE.

2. Compliance with Conditions Precedent to Listing

• Compliance with the Securities Contracts (Regulation) Act, 1956 and applicable provisions.
• Compliance with the Companies Act, 1956/2013, as applicable.
• Compliance with the SEBI Act, 1992.
• Compliance with applicable rules and regulations framed under the above legislation.
• Compliance with applicable SEBI/NSE circulars, guidelines and clarifications.
• Verify that there are no regulatory restrictions preventing the proposed listing.

3. Track Record – Minimum 3 Years

The applicant should satisfy the applicable 3-year track-record requirement through one of the permitted routes:

• Applicant company itself has at least 3 years' track record, OR
• Promoter/promoting company has the required track record, OR
• In case of conversion from a partnership firm into a company, applicable SEBI conditions have been fulfilled.

Promoter Track Record

Where promoter track record is relied upon:

• Each promoter has at least 3 years' experience in the same line of business.
• Promoter/promoters collectively/individually hold at least 20% of post-issue equity share capital, as applicable under the stated requirement.
• Verify promoter experience through appropriate documentary evidence.

Annual Reports

• Annual reports for the preceding 3 financial years are available.
• Annual reports are submitted to NSE.
• Financial statements and audit reports for the relevant period have been reviewed.
• Board reports and other relevant annual-report disclosures are available.

4. Financial & Insolvency Status

• Company has not been referred to BIFR, where applicable.
• No proceedings have been admitted under the Insolvency and Bankruptcy Code (IBC) against the issuer/promoting company, as applicable.
• No winding-up petition has been admitted by NCLT against the company.
• Company has positive net worth.
• If net worth is negative, verify whether the proposed issue size is more than ₹500 crore, where the stated exception applies.
• Net worth is calculated in accordance with the applicable SEBI ICDR Regulations definition.

5. Investor Grievance Redressal Mechanism

• Details of pending investor grievances have been obtained.
• Pending grievances of the issuer have been reviewed.
• Pending grievances of listed subsidiaries, if applicable, have been reviewed.
• Pending grievances of the top 5 listed group companies by market capitalisation, where applicable, have been reviewed.
• Company has an adequate mechanism for receiving and resolving investor complaints.
• Mechanism for handling complaints through SEBI SCORES is in place.
• Responsibility for investor grievance redressal has been assigned to the appropriate officer.
• Pending complaints, if any, are being appropriately addressed.

6. Defaults in Payment Obligations

Check the issuer and relevant group entities for defaults relating to:

• Interest payments on debentures/bonds.
• Principal repayment on debentures/bonds.
• Interest payments to fixed deposit holders.
• Principal repayment to fixed deposit holders.
• Defaults by promoters/promoting companies.
• Defaults by group companies.
• Defaults by subsidiary companies.
• Obtain confirmation that all pending payment obligations have been cleared.
• If any default exists, verify that the outstanding obligation has been settled before listing.

7. Rejection / Cooling-off Period

• Confirm that the company's listing application has not been rejected by NSE during the preceding 6 complete months.
• Obtain details of any previous listing application made to NSE.
• If an earlier application was rejected, verify the date of rejection.
• Ensure the required 6-month cooling-off period has elapsed before making a fresh application.

8. Listing Within 6 Months of IPO

If the company approaches NSE for listing within 6 months of its IPO:

• Verify whether the securities were otherwise eligible for listing at the time of the IPO.
• Confirm compliance with the applicable eligibility requirements existing at the IPO stage.

If the company approaches NSE after 6 months of the IPO:

• Check the norms applicable to existing listed companies.
• Calculate market capitalisation based on the applicable period from the IPO to the proposed listing date.
• Verify compliance with the applicable existing-listed-company requirements.

Quick Due-Diligence Summary

Before recommending/processing the listing application, verify these 7 key areas:

1. Capital: ₹10 crore minimum post-issue paid-up capital and ₹25 crore minimum market capitalisation.
2. Legal compliance: Companies Act, SCRA, SEBI Act, SEBI regulations and applicable circulars.
3. Track record: Minimum 3 years through the permitted applicant/promoter route.
4. Financial status: Positive net worth, no relevant insolvency/winding-up proceedings.
5. Investor grievances: Adequate redressal mechanism and SCORES compliance.
6. Payment defaults: No outstanding interest/principal defaults affecting listing eligibility.
7. Previous rejection: No NSE rejection within the preceding 6 complete months.