Qualified institutions placement requires shareholder special resolution, a one-year listing condition and specification of the relevant date. A listed issuer may make a qualified institutions placement only if shareholders pass a special resolution and the equity shares of the same class proposed to be allotted (or issuable on conversion/exchange) have been listed on a recognised stock exchange with nationwide trading terminals for at least one year prior to the notice convening the meeting; the transferee company proviso allows counting the transferor's listing period. The special resolution must state the proposed QIP allotment and specify the relevant date; 'equity shares of the same class' is defined by the Explanation to rule 19(4) of the Securities Contracts (Regulation) Rules.