BSE LISTING AGREEMENT - PART - I[CD1]
Listing Agreement
Agreement made this day of ________________
By _____________________ a Company duly formed and
registered under the Indian Companies Act and having its Registered Office in
(hereinafter called "the Company") WITH THE STOCK EXCHANGE OF MUMBAI
(hereinafter called "the Exchange")
Witnesses
WHEREAS the Company has filed with the Exchange an
application for listing its securities more particularly described in Schedule
I annexed hereto and made a part hereof
AND WHEREAS it is a requirement of the Exchange that there
must be filed with the application an agreement in terms hereinafter appearing
to qualify for the admission and continuance of the said securities upon the
list of the Exchange
NOW THEREFORE in consideration of the Exchange listing the
said securities the Company hereby covenants and agrees with the Exchange as
follows:
1.
The Company agrees:
a.
that Letters of Allotment will be issued simultaneously
and that in the event of its being impossible to issue Letters of Regret at the
same time a notice to that effect will be inserted in the press so that it will
appear on the morning after the Letters of Allotment have been posted;
b.
that Letters of Right will be issued simultaneously;
c.
that Letters of Allotment, Acceptance or Right will be
serially numbered, printed on good quality paper and examined and signed by a
responsible officer of the Company and that whenever possible they will contain
the distinctive numbers of the securities to which they relate;
d.
that Letters of Allotment and renounceable Letters of
Right will contain a provision for splitting and that when so required by the
Exchange the form of renunciation will be printed on the back of or attached to
the Letters of Allotment and Letters of Right;
e.
that Letters of Allotment and Letters of Rights will
state how the next payment of interest or dividend on the securities will be
calculated.
2.
The Company will issue, when so required, receipts for
all the securities deposited with it whether for registration, sub-division,
consolidation, renewal, exchange or for other purposes.
3.
The Company agrees:
a.
to have on hand at all times a sufficient supply of
certificates to meet the demands for transfer, sub-division, consolidation and
renewal;
b.
to issue certificates or Pucca Receipts within one
month of the date of the expiration of any Right to Renunciation;
c.
to issue certificates within one month of the date of
lodgment for transfer, sub-division, consolidation, renewal, exchange or
endorsement of calls/allotment monies or to issue within fifteen days of such
lodgment for transfer Pucca Transfer Receipts in denominations corresponding to
the market units of trading autographically signed by a responsible official of
the Company and bearing an endorsement that the transfer has been duly approved
by the Directors or that no such approval is necessary;
d.
to issue without charge Balance Certificates, within
one month, if so required;
e.
to issue new certificates in replacement of those which
are lost within six weeks of notification of loss and receipt of proper
indemnity.
4.
The Company agrees:
a.
to issue, unless the Exchange otherwise agrees and the
parties concerned desire, Allotment Letters, Share Certificates, Call Notices
and other relevant documents in market units of trading and in the case of
share certificates issued pursuant to conversion of debentures or shares
allotted in respect of tradeable warrants or exercise of rights or bonus issues
or amalgamations which are not in market units of trading, in denominations of
1, 5, 10, 50 shares;
b.
to split certificates, Letters of Allotment, Letters of
Right, and Split, Consolidation, Renewal and Pucca Transfer Receipts of large
denominations into smaller units;
c.
to consolidate certificates of small denominations into
denominations corresponding to the market units of trading;
d.
to issue within one week Split, Consolidation and
Renewal Receipts duly signed by an official of the Company and in denominations
corresponding to the market units of trading, particularly when so required by
the Exchange;
e.
to exchange `Rights' or `Entitled' shares into Coupons
or Fractional Certificates when so required by the Exchange;
f.
to issue call notices and splits and duplicates thereof
in a standard form acceptable to the Exchange, to forward a supply of the same
promptly to the Exchange for meeting requests for blank split and duplicate
call notices, to make arrangements for accepting call moneys at all centers
where there are recognised stock exchanges in India and not to require any
discharge on call receipts;
g.
to accept the discharge of the members of the Exchange
on Split, Consolidation and Renewal Receipts as good and sufficient without
insisting on the discharge of the registered holders.
5.
When documents are lodged for sub-division,
consolidation or renewal through the Clearing
House of the Exchange, the Company agrees - - -
a.
that it will accept the discharge of an official of the
Stock Exchange Clearing House on the Company's Split, Consolidation and Renewal
Receipts as good and sufficient without insisting on the discharge of the
registered holders;
b.
that when the Company is unable to issue certificates
or Split, Consolidation or Renewal
Receipts
immediately on lodgment, it will verify whether the discharge of the registered
holders on the documents lodged for sub-division,
consolidation or renewal and their signature on the relative transfers are in
order.
6.
The Company will, if so required by the Exchange,
certify transfers against Letters of Allotment, Certificates and Balance
Receipts and in that event the Company will promptly make on transfers an
endorsement to the following effect:
"Name of Company
_________________________________________________
Certificate / Allotment Letter No._________ for the within
- mentioned __________ shares is deposited in the Company's Office against this
transfer No.____________________
Signature(s) of Official(s)
__________________________________
Date__________________________"
7.
On production of the necessary documents by
shareholders or by members of the Exchange, the Company will make on transfers
an endorsement to the effect that the Power of Attorney or Probate or Letters
of Administration or Death Certificate or Certificate of the Controller of
Estate Duty or similar other document has been duly exhibited to and registered
by the Company.
8.
The Company agrees that it will not make any charge:
a.
for registration of transfers of its shares and debentures;
b.
for sub-division and consolidation of share and
debenture certificates and for sub-division of Letters of Allotment and Split,
Consolidation, Renewal and Pucca Transfer Receipts into denominations
corresponding to the market unit of trading;
c.
for sub-division of renounceable Letters of Right;
d.
for issue of new certificates in replacement of those
which are old, decrepit or worn out, or where the cages on the reverse of
recording transfers have been fully utilised;
e.
for registration of any Power of Attorney, Probate,
Letters of Administration or similar other documents.
9.
The Company agrees that it will not charge any fees
exceeding those which may be agreed upon with the Exchange:
a.
for issue of new certificates in replacement of those
that are torn, defaced, lost or destroyed;
b.
for sub-division and consolidation of share and
debenture certificates and for sub-division of Letters of Allotment and Split,
Consolidation, Renewal and Pucca Transfer Receipts into denominations other
than those fixed for the market units of trading.
10.
The Company will promptly verify the signatures of
shareholders on Allotment Letters, Split, Consolidation, Renewal, Transfer and
any other Temporary Receipts and transfer deeds when so required by the
shareholders or a member of the Exchange or by the Stock Exchange Clearing
House.
11.
The Company agrees that it will entertain applications
for registering transfers of its securities when:
a.
the instrument of transfer is in any usual or common
form approved by the Exchange; and
b.
the transfer deeds are properly executed and
accompanied either by certificates or by Letters of Allotment, Pucca Transfer
Receipts or Split, Consolidation or Renewal Receipts duly discharged either by
the registered holders or, in the case of Split, Consolidation and Renewal
Receipts, by the members of the Exchange or an official of the Stock Exchange
Clearing House as provided herein.
12.
On lodgment of the proper documents, the Company agrees
that it will register transfers of its securities in the name of the transferee
except:
a.
when the transferee is, in exceptional circumstances,
not approved by the Directors in accordance with the provisions contained in
the Articles of Association of the Company, in which event the President of the
Exchange will be taken into confidence, when so required, as to the reasons for
such rejection;
b.
when any statutory prohibition or any attachment or
prohibitory order of a competent authority restrains the Company from
transferring the securities out of the name of the transferor;
c.
when the transferor objects to the transfer provided he
serves on the Company within a reasonable time a prohibitory order of a Court
of competent jurisdiction.
12.A.
1.
The company agrees that when proper documents are lodged
for transfer and there are no material defects in the documents except minor
difference in signature of the
transferor(s),
i.
then the company will promptly sent to the first
transferor an intimation of the aforesaid defect in the documents and inform
the transferor that objection, if any, of the transferor supported by valid
proof, is not lodged with the company within fifteen days of receipt of the
company's letter, then the securities will be transferred;
ii.
the objection from the transferor with
supporting documents is not received within the stipulated period, the company
shall transfer the securities provided the company does not suspect fraud or
forge in the matter.
1.A."The company agrees that in
respect of transfer of shares where the company has not effected transfer of
shares within 1 month or where the company has failed to communicate to the
transferee any valid objection to the transfer within the stipulated time
period of 1 month, the company shall compensate the aggrieved party for the
opportunity losses caused during the period of the delay.
In addition, the company keeping in view the provisions of
Section 206A of the Companies Act and Section 27 of the Securities Contracts
(Regulation) Act, 1956, provide all benefits (i.e. bonus shares, right shares,
dividend) which accrued to the investor during the intervening period on
account of such delay."
a.
The company agrees that when the signature of transferor(s)
is attested by a person authorised by the Department of Company Affairs, u/s
108(1A) of the Companies Act, 1956, then it shall not refuse to transfer the
securities on the ground of signature difference unless it has reason to
believe that a forgery or fraud is involved.
13.
The Company will promptly notify the Exchange of any
attachment or prohibitory orders restraining the Company from transferring
securities out of the names of the registered holders and furnish to the
Exchange particulars of the number of securities so affected, the distinctive
numbers of such securities and the names of the registered holders thereof.
14.
If, in view of the volume of the business in the listed
securities of the company, the Exchange so requires, the Company will arrange
to maintain:
a.
a transfer register in the City of Mumbai on which all
securities of the Company that are listed on the Exchange would be directly
transferable; or
b.
a registry office or some other suitable office
satisfactory to the Exchange within the Fort Area of the City of Mumbai, which
will receive and redeliver all securities there tendered for the purpose of
transfer, sub division, consolidation or renewal.
15.
The Company agrees that it will not close its Transfer
Books on such days (or, when the Transfer Books are not to be closed, fix such
date for the taking of a record of its shareholders or debenture holders) as
may be inconvenient to the Exchange for the purpose of settlement of
transactions, of which due notice in advance shall have been given by the
Exchange to the Company.
16.
The Company agrees to close its Transfer Books for
purposes of declaration of dividend or issue of right or bonus shares or issue
of shares for conversion of debentures or of shares arising out of rights
attached to debentures or for such other purposes as the Exchange may agree to
or require and further agrees to close its Transfer Books at least once a year
at the time of the Annual General Meeting if they have not been otherwise
closed at any time during the year and to give to the Exchange the notice in
advance of at least forty-two days, (thirty days in case of such securities which
are announced by SEBI from time to time for compulsory delivery in
dematerialised form by all investors) or of as many days as the Exchange may
from time to time reasonably prescribe, stating the dates of closure of its
Transfer Books (or, when the Transfer Books are not to be closed, the date
fixed for taking a record of its shareholders or debenture holders) and
specifying the purpose or purposes for which the Transfer Books are to be
closed (or the record is to be taken) and to send copies of such notices to the
other recognised stock exchanges in India. The company further agrees that the
minimum time gap between the two book closures and/or record dates would be at
least 30 days.
17.
The Company will accept for registration transfers that
are lodged with the company upto the date of closure of the Transfer Books (or
when the Transfer Books are not closed, up to the record date) and save as
provided in Clause 12 will register such transfers forthwith; and unless the
Exchange agrees otherwise, the Company will defer, until the Transfer Books
have reopened, registration of any transfers which may be received after the
closure of the Transfer Books.
18.
The Company will publish in a form approved by the
Exchange such periodical interim statements of its working and earning as it
shall from time to time agree upon with the Exchange.
19.
The Company agrees:
a.
to give prior intimation to the Exchange about the
Board Meeting at which proposal for Buy back of Securities,
declaration/recommendation of Dividend or Rights or issue of convertible
debentures or of debentures carrying a right to subscribe to equity shares or
the passing over of dividend is due to be considered at least 7 days in
advance;
b.
to give notice simultaneously to the Stock Exchanges in
case the proposal for declaration of bonus is communicated to the Board of
Directors of the company as part of the agenda papers. (No prior intimation to
the Exchange is required about the Board Meeting in case the declaration of
Bonus by the Company is not on the agenda of the Board Meeting);
c.
that it will recommend or declare all dividend and/or
cash bonuses at least five days before commencement of the closure of its
transfer books or the record date fixed for the purpose.
20.
The company will, immediately on the date of the
meeting of its Board of Directors held to consider or decide the same, intimate
to the Exchange within 15 minutes of the closure of the Board Meetings by
Letter/fax, (or, if the meeting be held outside the City of Mumbai, by fax/
telegram):
a.
all dividends and/or cash bonuses recommended or
declared or the decision to pass any dividend or interest payment;
b.
the total turnover, gross profit/loss, provision for
depreciation, tax provisions and net profits for the year (with comparison with
the previous year) and the amounts appropriated from reserves, capital profits,
accumulated profits of past years or other special source to provide wholly or
partly for the dividend, even if this calls for qualification that such
information is provisional or subject to audit.
c.
The decision on Buy back of Securities.
21.
The Company will fix and notify the Exchange at least
twenty-one days in advance of the date on and from which the dividend on
shares, interest on debentures and bonds, and redemption amount of redeemable
shares or of debentures and bonds will be payable and will issue simultaneously
the dividend warrants, interest warrants and cheques for redemption money of
redeemable shares or of debentures and bonds, which shall be payable at par at
such centers as may be agreed to between the Exchange and the Company and which
shall be collected at par, with collection charges, if any, being borne by the
Company, in any bank in the country at centers other than the centers agreed to
between the Exchange and the Company, so as to reach the holders of shares,
debentures or bonds on or before the date fixed for payment of dividend,
interest on debentures or bonds or redemption money, as the case may be.
22.
The Company will, immediately on the date of the
meeting of its Board of Directors held to consider or decide the same, intimate
to the Exchange within 15 minutes of the closure of the Board Meetings by
Letter/fax (or, if the meeting be held outside the City of Mumbai, by fax/
telegram):
a.
short particulars of any increase of capital whether by
issue of bonus shares through capitalization, or by way of right shares to be
offered to the shareholders or debenture holders, or in any other way;
b.
short particulars of the reissue of forfeited shares or
securities, or the issue of shares or securities held in reserve for future
issue or the creation in any form or manner of new shares or securities or any
other rights, privileges or benefits to subscribe to;
c.
short particulars of any other alterations of capital,
including calls;
d.
any other information necessary to enable the holders
of the listed securities of the Company to appraise its position and to avoid
the establishment of a false market in such listed securities.
23.
The Company agrees:
a.
to issue or offer in the first instance all shares
(including forfeited shares, unless the Exchange otherwise agrees), securities,
rights, privileges and benefits to subscribe to pro rata to the equity
shareholders of the Company unless the shareholders in the general meeting
decide otherwise;
b.
to close the Transfer Books as from such date or to fix
such record date for the purpose in consultation with the Exchange as may be
suitable for the settlement of transactions and to so close the Transfer Books
or fix the record date only after the sanctions subject to which the issue or
offer is proposed to be made have been duly obtained unless the Exchange agrees
otherwise;
c.
to make such issues or offers in a form to be approved
by the Exchange and unless the Exchange otherwise agrees to grant in all cases
the right of renunciation to the shareholders and to forward a supply of the
renunciation forms promptly to the Exchange;
d.
to issue, where necessary, coupons or fractional
certificates unless the Company in general meeting or the Exchange agrees
otherwise, and when coupons or fractional certificates are not issued, to
provide for the payment of the equivalent of the value, if any, of the
fractional rights in cash;
e.
to give to the shareholders reasonable time, not being
less than four weeks, within which to record their interest and exercise their
rights;
f.
to issue Letters of Allotment or Letters of Right
within six weeks of the record date or date of reopening of the Transfer Books
after their closure for the purpose of making a bonus or rights issue and to
issue Allotment Letters or certificates within six weeks of the last date fixed
by the Company for submission of letters of Renunciation or applications of new
securities.
24.
a.
The Company agrees to make an application to the Exchange
for the listing of any new issue of shares or securities and of the provisional
documents relating thereto.
b.
The company agrees to make true, fair and adequate
disclosure in the offer document / draft prospectus / letter of offer in
respect of any new or further issue of shares / securities.
c.
The company agrees that it shall not issue any
prospectus/offer document/letter of offer for public subscription of any
securities unless the said prospectus/offer document/letter of offer has been
vetted by SEBI and an Acknowledgment Card obtained from SEBI through the lead
manager. Unless the regulation / guidelines of the Securities and Exchange
Board of India provide otherwise.
d.
The company further agrees that the company shall
submit to the Exchange the following documents to enable it to admit/list the
said securities for dealings on the Exchange, such as -
i.
a copy of the Acknowledgment Card or letter
indicating the observations on draft prospectus/letter of offer/offer documents by SEBI; unless the
regulation/guidelines of the Securities and Exchange Board of India provide
otherwise, and
ii.
a certificate from a Merchant Banker acting as a
lead manager to the issue reporting positive compliance by the company of the
Guidelines on Disclosure and Investor Protection issued by SEBI.
e.
In the event of non-submission of the documents as
mentioned in sub-clause (d) above by the company to the Exchange or withdrawal
of the Acknowledgment Card by SEBI at any time before grant of permission of listing/admission
to dealings of the securities, the securities shall not be eligible for
listing/dealing, as the case may be, and the company shall be liable to refund
the subscription monies to the respective investors immediately.
25.
In the event of the Company granting any options to
purchase any shares of the Company, the Company will promptly notify the
Exchange:
•
of the number of shares covered by such options, of the
terms thereof and of the time within which they may be exercised;
•
of any subsequent changes or cancellation or exercise
of such options.
26.
Unless the terms of issue otherwise provide, the
Company will not select any of its listed securities for redemption otherwise
than pro-rata or by lot and will promptly furnish to the Exchange any information
requested in reference to such redemption.
27.
The Company will promptly notify the Exchange:
a.
of any action which will result in the redemption,
cancellation or retirement in whole or in part of any securities listed on the
Exchange;
b.
of the intention to make a drawing of such securities,
intimating at the same time the date of the drawing and the period of the
closing of the Transfer Books (or the date of striking of the balance) for the
drawing;
c.
of the amount of security outstanding after any drawing
has been made.
28.
The Company will not make any change in the form or
nature of any of its securities that are listed on the Exchange or in the
rights or privileges of the holders thereof without giving twentyone days'
prior notice to the Exchange of the proposed change and making an application
for listing of the securities as changed if the Exchange shall so require.
29.
The Company will promptly notify the Exchange of any
proposed change in the general character or nature of its business.
30.
The Company will promptly notify the Exchange:
a.
of any change in the Company's directorate by death,
resignation, removal or otherwise;
b.
of any change of Managing Director, Managing Agents or
Secretaries and Treasures;
c.
of any change of Auditors appointed to audit the books
and accounts of the Company.
31.
The Company will forward to the Exchange promptly and
without application:
a.
six copies of the Statutory and Directors' Annual
Reports, Balance Sheets and Profit and Loss Accounts and of all periodical and
special reports as soon as they are issued and one copy each to all the
recognised stock exchanges in India;
b.
six copies of all notices, resolutions and circulars
relating to new issue of capital prior to their despatch to the shareholders;
c.
three copies of all the notices, call letters or any
other circulars at the same time as they are sent to the shareholders or
debenture holders or advertised in the Press;
d.
copy of the proceedings at all Annual and Extraordinary
General Meetings of the Company;
e.
three copies of all notices, circulars, etc., issued or
advertised in the press either by the Company, or by any company which the
Company proposes to absorb or with which the Company proposes to merge or
amalgamate, or under orders of the court or any other statutory authority in
connection with any merger, amalgamation, re-construction, reduction of
capital, scheme or arrangement, including notices, circulars, etc. issued or
advertised in the press in regard to meetings of shareholders or debenture
holders or creditors or any class of them and copies of the proceedings at all
such meetings.
32.
The Company will supply a copy of the complete and full
Balance Sheet, Profit and Loss Account and the Directors' Report, to each
Shareholder and upon application to any member of the Exchange.
However, the company may supply single copy of complete and
full Balance Sheet and Profit & Loss Account and Directors report to
shareholders residing in one household (i.e., having same address in the Books
of Company/ Registrars/Share transfer agents). Provided that, the company on
receipt of request shall supply the complete and full Balance Sheet and Profit
& Loss Account and Directors report also to any shareholder residing in
such household. Further, the company will supply abridged Balance sheet to all
the shareholders in the same household.
In case the company has changed its name suggesting any new
line of business (including software business), after 1st January, 1998 or it
changes the name hereafter, then the company will disclose the turnover and
income, etc., from such new activities separately in the annual results for a
period of 3 years from the date of change in the name of the company.
The Company will also give a Cash Flow Statement along with
Balance Sheet and Profit and Loss Account. The Cash Flow Statement will be
prepared in accordance with the Accounting Standard on Cash Flow Statement
(AS-3) issued by the Institute of Chartered Accountants of India, and the Cash
Flow Statement shall be presented only under the Indirect Method as given in
AS-3.
The company will mandatorily publish Consolidated Financial
Statements in its Annual Report in addition to the individual financial
statements. The company will have to get its Consolidated Financial Statements
audited by the statutory auditors of the company and file the same with the
Stock Exchange.
The company will make disclosures in compliance with the
Accounting Standard on "Related Party Disclosures" in its Annual
Report.
33.
The Company will forward to the Exchange copies of all notices
sent to its shareholders with respect to amendments to its Memorandum and
Articles of Association and will file with the Exchange six copies (one of
which will be certified) of such amendments as soon as they shall have been
adopted by the Company in general meeting.
34.
The Company agrees:
f.
that it will not exercise a lien on its fully paid
shares and that in respect of partly paid shares it will not exercise any lien
except in respect of moneys called or payable at a fixed time in respect of
such shares;
g.
that it will not decline to register or acknowledge any
transfer of shares on the ground of the transferor being either alone or
jointly with any other person or persons indebted to the Company on any account
whatsoever;
h.
that it will not forfeit unclaimed dividends before the
claim becomes barred by law and that such forfeiture, when effected, will be
annulled in appropriate cases;
i.
that if any amount be paid up in advance of calls on
any shares it will stipulate that such amount may carry interest but shall not
in respect thereof confer a right to dividend or to participate in profits;
j.
that it will not give to any person the call of any
shares without the sanction of the shareholders in general meeting;
k.
that it will send out proxy forms to shareholders and
debenture holders in all cases, such proxy forms being so worded that a
shareholder or debenture holder may vote either for or against each resolution;
l.
that when notice is given to its shareholders by
advertisement it will advertise such notice in atleast one leading Mumbai daily
newspaper.
35.
The company agrees to file with the Exchange the
shareholding pattern on a quarterly basis within 15 days of end of the quarter
in the following form:
Category
No. of shares held Percentage of shareholding A.
Promoter's holding
1.
Promoters*
- Indian
Promoters
- Foreign
Promoters
2.
Persons acting in concert #
Sub-Total B.
Non-Promoters Holding
3.
Institutional Investors
a.
Mutual Funds and UTI
b.
Banks, Financial Institutions, Insurance Companies
(Central/State Govt. Institutions/Non-government Institutions)
c.
FIIs
Sub-Total
4.
Others
a.
Private Corporate Bodies
b.
Indian Public
c.
NRIs/OCBs
d.
Any other (please specify)
Sub-Total
GRAND TOTAL...
•
as defined in Regulation 2(h) of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997. The promoters' holding
shall include all entities in the promoters' group - individual or body
corporates.
•
as defined in Regulation 2(e) of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
Note 1: Name, Number of shares held and percentage
shareholding of entities / persons holding more than 1 percent of the shares of
the company be given under each head.
Note 2: Total foreign shareholding in number of shares and
percentage shareholding be given as footnote including GDR and ADR holdings.
Note 3: The Company shall also post this information on its
web site."
36. Apart from complying with all specific requirements as
above, the Company will keep the Exchange informed of events such as strikes,
lock-outs, closure on account of power cuts, etc. both at the time of
occurrence of the event and subsequently after the cessation of the event in
order to enable the shareholders and the public to appraise the position of the
Company and to avoid the establishment of a false market in its securities. In
addition, the Company will furnish to the Exchange on request such information
concerning the Company as the Exchange may reasonably require. The Company will
also immediately inform the Exchange of all the events which will have bearing
on the performance/operations of the company as well as price sensitive
information. The material events may be events such as:
1.
Change in
the general character or nature of business:
Without prejudice to the generality of Clause 29 of the
Listing Agreement, the Company will promptly notify the Exchange of any
material change in the general character or nature of its business where such
change is brought about by the Company entering into or proposing to enter into
any arrangement for technical, manufacturing, marketing or financial tie-up or
by reason of the Company, selling or disposing of or agreeing to sell or
dispose of any unit or division or by the Company, enlarging, restricting or
closing the operations of any unit or division or proposing to enlarge,
restrict or close the operations of any unit or division or otherwise.
2.
Disruption
of operations due to natural calamity.
The Company will soon after the occurrence of any natural calamity
like earthquake, flood or fire disruptive of the operation of any one or more
units of the Company keep the Exchange informed of the details of the damage
caused to the unit thereby and whether the loss/damage has been covered by
insurance, and without delay furnish to the Exchange an estimate of the loss in
revenue or production arising there from, and the steps taken to restore
normalcy, in order to enable the security holders and the public to appraise
the position of the issue and to avoid the establishment of a false market in
its securities.
3.
Commencement
of Commercial Production/Commercial Operations
The Company will promptly notify the Exchange the
commencement of commercial/production or the commencement of commercial
operations of any unit/division where revenue from the unit/division for a full
year of production or operations is estimated to be not less than ten per cent
of the revenues of the Company for the year.
4.
Developments
with respect to pricing/ realisation arising out of change in the regulatory
framework.
The Company will promptly inform the Exchange of the
developments with respect to pricing of or in realisation on its goods or
services (which are subject to price or distribution control/restriction by the
Government or other statutory authorities, whether by way of quota, fixed rate
of return, or otherwise) arising out of modification or change in Government´s
or other authority´s policies provided the change can reasonable be expected to
have a material impact on its present or future operations or its
profitability.
5.
Litigation/dispute
with a material impact
The Company will promptly after the event inform the
Exchange of the developments with respect to any dispute in conciliation
proceedings, litigation, assessment, adjudication or arbitration to which it is
a party or the outcome of which can reasonably be expected to have a material
impact on its present or future operations or its profitability or financials.
6.
Revision in
Ratings
The Company will promptly notify the Exchange, the details
of any rating or revision in rating assigned to any debt or equity instrument
of the Company or to any fixed deposit programme or to any scheme or proposal
of the Company involving mobilization of funds whether in India or abroad provided
the rating so assigned has been quoted, referred to, reported, relied upon or
otherwise used by or on behalf of the Company.
7.
Any other
information having bearing on the operation/performance of the company as well
as price sensitive information which includes but not restricted to; i. Issue of any class of
securities.
ii.
Acquisition, merger, de-merger, amalgamation,
restructuring, scheme of arrangement, spin off or setting divisions of the
company, etc.
iii.
Change in market lot of the company's shares,
sub-division of equity shares of company. iv. Voluntary delisting by the
company from the stock exchange(s). v. Forfeiture of shares.
vi.
Any action which will result alteration in the
terms regarding redemption/cancellation/retirement in whole or in part of any
securities issued by the company.
vii.
Information regarding opening, closing of status
of ADR, GDR, or any other class of securities to be issued abroad.
viii.
Cancellation of dividend/rights/bonus, etc.
The above information should be made public immediately.
36.
The Company agrees to permit the Exchange to make
available immediately to its members and to the Press any information supplied
by the Company in compliance with any of the listing requirements provided that
in cases where it is contended that such disclosure might be detrimental to the
Company's interest a special submission to that effect may be made for the
consideration of the Exchange when furnishing the information.
37.
The Company agrees that as soon as its securities are
listed on the Exchange, it will pay to the Stock Exchange an Initial Listing
Fee as prescribed in Schedule II hereto annexed and made a part thereof, and
that thereafter, so long as the securities continue to be listed on the Stock
Exchange, it will pay to the Exchange on or before the 30th April, in each year
an Annual Listing Fee computed on the basis of the capital of the Company as on
31st March and worked out as provided in Schedule II hereto annexed. The
company also agrees that it shall pay the additional
Annual
Listing Fee, at the time of making application for listing of securities
arising out of further
issue, as is computed in terms of Schedule II annexed
hereto for any addition in the capital after 31st March.
38.
The Company agrees that in the event of the application
for listing being granted such listing shall be subject to the Rules, By-laws
and Regulations of the Exchange which now are or hereafter may be in force and
the Company further agrees to comply within a reasonable time with such further
regulations as may be promulgated by the Exchange as a general requirement for
new listings.
39.
A - Conditions for continued listing:
The company agrees that the following shall also be the
condition for continued listing.
i.
The company agrees that in the event of the
application for listing being granted by the Exchange, the company shall
maintain on a continuous basis, the minimum level of nonpromoter holding at the
level of public shareholding as required at the time of listing.
ii.
Where the non-promoter holding of an existing
listed company as on April 01, 2001 is less than the limit of public
shareholding as required at the time of initial listing, the company shall
within one year raise the level of non-promoter holding to at least 10%. In
case the company fails to do so, it shall buy-back the public share holding in
the manner provided in the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
iii.
The company agrees that it shall not make
preferential allotment or an offer to buy back its securities, if such
allotment or offer result in reducing the non-promoter holding below the limit
of public shareholding specified under the SEBI (Disclosure and Investor
Protection) Guidelines, as applicable at the time of initial listing or the
limit specified in sub-clause (ii) for the existing listed company, as the case
may be.
iv.
The conditions stipulated in sub-clauses (i),
(ii) and (iii) shall not apply to the companies referred to BIFR.
v.
The company agrees that the following shall also
be the condition for continued listing.
•
When any person acquires or agrees to acquire 5% or
more of the voting rights of any securities, the acquirer and the company shall
comply with the relevant provisions of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997.
•
When any person acquires or agrees to acquire any
securities exceeding 15% of the voting rights in any company or if any person
who holds securities which in aggregate carries less than 15% of the voting
rights of the company and seeks to acquire the securities exceeding 15% of the
voting rights, such person shall not acquire any securities exceeding 15% of
the voting rights of the company without complying with the relevant provisions
of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997."
40.
B - Take over offer:
A company agrees that it is a condition for continued
listing that whenever the take-over offer is made or there is any change in the
control of the management of the company, the person who secures the control of
the management of the company and the company whose shares have been acquired
shall comply with the relevant provisions of the SEBI (Substantial Acquisition
of Shares and Take-over) Regulations, 1997.
41.
The Company agrees that it will furnish unaudited financial
results on a quarterly basis with effect from the Quarter ending on March 31,
2000, in the following pro-forma within one month from the end of quarter
(Quarter means 3 months only) to the Stock Exchanges and will make an
announcement to the Stock Exchanges where the company is listed, immediately
within 15 minutes of the closure of the Board Meeting or Meeting of a Sub
Committee of Board of Directors (consisting of not less than one third of the
Directors), in which the unaudited financial results are placed and also within
48 hours of the conclusion of the Board or its Sub Committee Meeting in at
least one English daily news paper circulating in the whole or substantially
the whole of India and in one news paper published in the language of the
region, where the registered office of the company is situated. The Board of
Directors or its Sub Committee should take on record the unaudited quarterly
results, which shall be signed by the Managing Director/Director. The company
shall inform the Stock Exchange where its securities are listed about the date
of the Board Meeting at least 7 days in advance and shall also issue
immediately a press release in at least one national news paper and one
regional language news paper about the date of the aforesaid Board or its Sub
Committee Meeting.
The company will furnish segment wise revenue, results and
capital employed along with the quarterly unaudited financial results with effect
from quarters ending on or after September 30, 2001 as per the format given
below:
Format for Quarterly Reporting of Segment wise Revenue,
Results and Capital Employed, under Clause 41 of the Listing Agreement:
3 months ended (1)
Corresponding 3 months in the previous Year (2)
Year to date Figures for Current Period (3)
Year to date Figures for the Previous Year (4)
Previous Accounting Year (5)
1.
Segment Revenue (net sale/income from each segment
should be disclosed under this head). a. Segment - A b. Segment - B c. Segment
- C d. Others Total
Less: Inter segment revenue
Net sales/income from operations
2. Segment
Results (Profit)(+)/loss(-) before tax and interest from each segment)* a. Segment - A
b. Segment
- B
c. Segment
- C
d. Others
Total Less:
i. Interest**
ii. Other
un-allocable expenditure net off un-allocable income. Total Profit Before Tax
* Profit/Loss before tax and after interest in case of
segments having operations which are primarily of financial nature. **Other
than the interest pertaining to the segments having operations which are
primarily of financial nature
3. Capital Employed (Segment assets- Segment Liabilities).
a. Segment
- A
b. Segment
- B
c. Segment
- C
d. Others
Total Note:
1.
Segment Revenue, Segment Results, Segment assets and
Segment liabilities shall have the same meaning as defined in the Accounting
Standards on Segment Reporting (AS-17) issued by ICAI.
2.
The above information shall be furnished for each of
the reportable primary segments as identified in accordance with AS-17, issued
by ICAI.
3.
For the quarters ending upto September 30, 2002,
reporting of figures for the previous year under column 2, 4 and 5 is not
mandatory.
The company will comply with the Accounting Standard on
"Accounting for taxes on income" in respect of quarterly unaudited
financial results with effect from the quarters ending on or after September
30, 2001.
The company will have the option to publish consolidated
quarterly financial results in addition to the unaudited quarterly financial
results of the parent company as required under this clause.
The company will publish its Annual Results in the same
format as prescribed for quarterly results in this clause.
In case the company has changed its name suggesting any new
line of business (including software business), after 1st January, 1998 or it
changes the name hereafter, then the company will disclose the turnover and
income, etc., from such new activities separately in the quarterly/annual
results which are submitted/ published for a period of 3 years from the date of
change in the name of the company.
The unaudited results should not substantially differ from
the audited results of the company. If the sum total of the First, Second,
Third and Fourth quarterly unaudited results in respect of any item given in
the same proforma varies by 20 percent when compared with the audited results
for the full year the company shall explain the reasons to the Stock Exchanges.
In addition, the Company shall prepare the half yearly
results in the same proforma with effect from half year ending on March 31,
2000 and the same shall be approved by the Board of Directors and subjected to
a "Limited Review" by the Auditors of the Company (or by any
Chartered Accountant in case of Public Sector Undertakings) and a copy of the Review
Report shall be submitted to the Stock Exchange within 2 months after the close
of the half year. For the purpose of this Review half year shall be construed
as consisting of the first two quarters of the Company's Financial Year. If the
sum total of First and Second quarterly unaudited results in respect of any
item given in the same proforma format varies by 20% or more from the
respective half yearly results as determined after the "Limited
Review" by the Auditors, the Company shall send a statement (approved by
the Board of Directors) explaining the reasons to the Stock Exchanges along
with Review Report.
The Review Report of the company (except banks) shall be in
the following format:
"We have reviewed the accompanying statement of
unaudited financial results of..... (Name of the company) for the period
ended......... This statement is the responsibility of the Company's management
and has been approved by the Board of Directors.
A review of interim financial information consists
principally of applying analytical procedures for financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review conducted as above, nothing has come to
our notice that causes us to believe that the accompanying statement of
unaudited financial results prepared in accordance with Accounting Standards
and other recognised accounting practices and policies has not disclosed the
information required to be disclosed in terms of Clause 41 of the Listing
Agreement including the manner in which it is to be disclosed, or that it
contains any material misstatement".
The Review report for banks shall be in the following
format:
"We have reviewed the accompanying statement of
unaudited financial results of..... (Name of the company) for the period
ended......... This statement is the responsibility of the Company's
management.
A review of interim financial information consists
principally of applying analytical procedures for financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
In the conduct of our Review we have relied on the review
reports in respect of non-performing assets received from concurrent auditors
of.......... branches, inspection teams of the bank of........ branches and
other firms of auditors of......... branches specifically appointed for this
purpose. These review reports cover......... percent of the advances portfolio
of the bank. Apart from these review reports, in the conduct of our review, we
have also relied upon various returns received from the branches of the bank.
Based on our review conducted as above, nothing has come to
our notice that causes us to believe that the accompanying statement of
unaudited financial results has not disclosed the information required to be
disclosed in terms of Clause 41 of the Listing Agreement including the manner
in which it is to be disclosed, or that it contains any material misstatement
or that it has not been prepared in accordance with the relevant prudential
norms issued by the Reserve Bank of India in respect of income recognition,
asset classification, provisioning and other related matters."
In respect of the half yearly results, if the company
intimates in advance to the Stock Exchange/s that it will publish audited half
yearly financial results within two months of the close of the half year, then
in such a case unaudited results and Limited Review need not be published/given
to the Stock Exchange/s.
In respect of results for the last quarter of the financial
year, if the company intimates in advance to the Stock Exchange/s that it will
publish audited results within a period of 3 months from the end of the last
quarter of the financial year, in such a case unaudited results for the last
quarter need not be published/ given to the Stock Exchange/s.
The company shall be required to disclose the audit
qualifications along with the audited financial results published under this
clause in addition to the explanatory statement as to how audit qualification
in respect of audited accounts of the previous accounting year have been
addressed in the financial results.
The quarterly results shall be prepared on the basis of
accrual accounting policy and in accordance with uniform accounting practices
adopted for all the periods on quarterly basis.
The format for declaration of Unaudited Quarterly Results
for Company (except bank) is as follows:
UNAUDITED QUARTERLY FINANCIAL RESULTS FOR THE THREE MONTHS
ENDED............:
1.
2.
3.
4.
5.
3 months ended
Corresponding 3 months in the previous year.
Year to date figures for current period
Year to date figures for the previous year
Previous Accounting year
1. Net
Sales/Income from operations
2. Other
Income 3.
Total Expenditure
a. Increase/decrease
in stock in trade
b. Consumption
of raw materials.
c. Staff
Cost
d. Other
expenditure (Any item exceeding 10% of the total expenditure to be shown
separately). 4.
Interest
5.
Depreciation
6.
Profit(+)/Loss(-) before Tax (1+2-3-4-5)
7.
Provision for taxation
8.
Net Profit (+)/Loss(-) (6-7)
9.
Paid-up equity share Capital (Face Value of the share
Shall be indicated)
10. Reserves
excluding revaluation reserves (as per balance sheet) of previous accounting
year to be given in column (5)
11. Basic
and diluted EPS for the period, for the year to date and for the previous year
(not to be annualised)
12. *Aggregate
of Non-Promoter
Shareholding**
* Number
of Shares
* Percentage
of shareholding
* The
disclosure is applicable only for half yearly financial results ending on or
after March 31, 2001. From he half year ending on or after March 31, 2002, the
companies shall also be required to disclose the nonpromoter shareholding at
the end of the corresponding half year in the previous year and at the end of
the previous accounting year.
** Non Promoter Shareholding - as classified under category
B in the Shareholding pattern in Clause 35 of the Listing Agreement.
Notes
a.
Any event or transaction that is material to an
understanding of the results for the quarter including completion of expansion
and diversification programs, strike, lock-outs, change in management, change
in capital structure etc, shall be disclosed. Similar material event or
transactions subsequent to the end of the quarter, the effect whereof is not
reflected in the results for the quarter shall also be disclosed.
b.
All material non-recurring/abnormal income/gain and
expenditure/loss and effect of all changes in accounting practices affecting
the profits materially must be disclosed separately.
c.
In case of companies whose revenues are subject to
material seasonal variations, they shall disclose the seasonal nature of their
activities and may also supplement their unaudited financial results with
information for 12 month periods ended at the interim date (last day of the
quarter) for the current and preceding years on a rolling basis.
d.
Company shall give the following information in respect
of dividend paid or recommended for the year including interim dividends
declared:
Amount of Dividend distributed or proposed distinguishing
between different classes of shares and Dividend per share also indicating
nominal value per share.
Where Dividend is paid or proposed pro-rata for shares
allotted during the year, the date of allotment, number of shares allotted pro-rata
amount of dividend per share and the aggregate amount of dividend paid or
proposed on pro-rata basis.
e.
The effect of changes in composition of the company
during the quarter, including business combinations, acquisitions or disposal
of subsidiaries and long term investments, restructuring and discontinuing
operations shall be disclosed.
f.
If there is any qualifications by the Auditors, in
respect of the Audited Accounts of the previous accounting year which has a
material impact on the profit disclosed in such accounts, then the company
shall disclose the same along with the unaudited quarterly results and give
explanation as to how such qualifications has been addressed in the unaudited
financial results.
g.
If the company is yet to commence commercial production,
then instead of the quarterly results, the company should give particulars of
the status of the project, its implementation and the expected date of
commissioning of the project. The companies shall further disclose the balance
of unutilised monies raised by the issue and the form in which such unutilised
funds have been invested.
h.
The unaudited results sent to Stock Exchange/s and
published in newspapers should be based on the same set of accounting policies
as those followed in the previous year. In case, there are changes in the
accounting policies, the results of previous year will be recast as per the
present accounting policies, to make it comparable with current year results.
The manufacturing and trading/services companies which have
followed functional (secondary) classification of expenditure in the Annual
Profit & Loss Account in their most recent Annual Report may furnish
results on a quarterly basis in this alternative format.
Alternative format of un-audited financial results for manufacturing
and trading/service companies, which have followed functional (secondary)
classification of expenditure in the annual profit and loss account published
in their most recent annual report.
* non promoter shareholding as classified under category B
in the shareholding pattern in clause 35 of the listing agreement.
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