BSE Listing Agreement - Part - II[CD1]
Notes
a. Indicate
by way of note total expenditure incurred on
Staff Cost
Any item of expenditure which
exceeds 10% of the total expenditure.
This information shall be given
in respect of all the periods included at the above statement.
b. Any
event or transaction that is material to an understanding of the results for
the quarter including completion of expansion and diversification programmes,
strikes, 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.
c. 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.
d. 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.
e. 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.
f. 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.
g. 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.
h. 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.
i. The
un-audited 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.
j.
If the period of the Financial Year is more than 12
months and not exceeding 15 months there will be 5 Quarters and is more than 15
months but not exceeding 18 months there will be 6 Quarters and the financial
results will be intimated to the Exchange and published in the News papers
accordingly. Half yearly results which are required to be subjected to the
"Limited Review" by the Auditors shall be prepared for the first two
quarters where the Financial Year does not exceed 15 months and for the first
two quarters and also separately for the third and fourth quarters where the
Financial Year exceeds 15 months.
The format for declaration of
Unaudited Quarterly Results for banks is as follows:
UNAUDITED QUARTERLY FINANCIAL
RESULTS FOR THE THREE MONTHS ENDED............:
(Rs. In Lakhs) Sr. No.
(1) 3
Months Ended
(2) Correspond-ing
3 Months in the Previous year
(3) Year
To date Figures for current period
(4) Year
to date Figures for the Previous year
(5) Previous
Accounting Year
1.
Net Income from Sales / Services
2.
Cost of Sales / Services
a. Increase /
decrease in stock in trade
b. Consumption
of raw materials
c. Other
expenditure
3.
Gross Profit
4.
General Administrative Expenses
5.
Selling and Distribution Expenses
6.
Operating Profit before interest
and depreciation
7. Interest
8.
Depreciation
9.
Operating Profit after interest
and depreciation
10.
Other Income
11.
Profit (+)/Loss(-) before tax
12.
Provision for taxation
13.
Net Profit (+)/Loss (-)
14.
Paid-up equity share capital
15.
Reserves excluding revaluation
reserves (as per balance sheet) of previous accounting year to be given in
column (5)
16.
Basic and diluted
EPS for the period, for the year to date and for the previous year (not to be
annualised) 17
Aggregate of non promoters
shareholding* (applicable for half yearly results)
* Number
of shares
* Percentage
of shareholding
1. Interest Earned
(a)+(b)+(c)+(d)
(a) Interest/discount
on advances/bills
(b) Income on
Investments
(c) Interest on
balances With Reserve Bank of India and other inter bank funds
(d)Others
2. Other Income
A. TOTAL INCOME (1+2)
3. Interest
Expended
4. Operating
Expenses
(e) + (f)
(e) Payments to
and provisions for employees
(f) Other
operating expenses
B. TOTAL EXPENDITURE
(3)
+(4)(excluding Provisions and Contingencies) C. OPERATING PROFIT
(A-B)(Profit before Provisions
and Contingencies)
D. Other
Provisions and Contingencies
E. Provision
for Taxes
F. Net Profit
(C-D-E)
5. Paid-up
equity share capital
6. Reserves
excluding revaluation reserves (as per balance sheet of previous accounting
year) 7.
Analytical Ratios
Percentage of shares held by
Government of India
Capital Adequacy Ratio
Earning per Share
8. *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 the
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. Company
shall give the following information in respect of dividend paid or recommended
for the year including interim dividends declared:
i.
Amount of Dividend distributed or proposed
distinguishing between different classes of shares and Dividend per share also
indicating nominal value per share.
ii.
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.
d. 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.
e. 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.
f. 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.
g. Half
yearly results which are required to be subjected to the "Limited
Review" by the auditors shall be prepared for the first two quarters.
If the period of the Financial
Year is more than 12 months and not exceeding 15 months there will be 5
Quarters and is more than 15 months but not exceeding 18 months there will be 6
quarters and the financial results will be intimated to the Exchange and
published in the News Papers accordingly. Half yearly results which are
required to be subjected to the "Limited Review" by the Auditors
shall be prepared for the first two quarters where the Financial Year does not
exceed 15 months and for the first two quarters and also separately for the
third and fourth quarters where the Financial Year exceeds 15 months.
42. The Company agrees
that it shall be a condition precedent for issuance of new securities that it
shall deposit before the opening of subscription list and keep deposited with
the Exchange (in cases where the securities are offered for subscription
whether through a prospectus, letter of offer or otherwise) an amount
calculated at the rate of 1% (one per cent) of the amount of securities offered
for subscription to the public and/or to the holders of existing securities of
the company, as the case may be for ensuring compliance by the company, within
the prescribed or stipulated period, of all prevailing requirements of law and
all prevailing listing requirements and conditions as mentioned in, and
refundable or forfeitable in the manner stated in the Rules, Bye-laws and
Regulations of the Exchange for the time being in force.
50% (fifty per cent) of the above
mentioned security deposit should be paid to the Exchange in cash. The balance
amount can be provided for by way of a bank guarantee. The amount to be paid in
cash is limited to Rs.3 crores.
43. The Company
agrees that it will furnish on a quarterly basis a statement to the Exchange
indicating the variations between projected utilisation of funds and/or
projected profitability statement made by it in its prospectus or letter of
offer or object/s stated in the explanatory statement to the notice for the
general meeting for considering preferential issue of securities, and the
actual utilisation of funds and/or actual profitability.
The statement referred to in clause (1) shall be given for
each of the years for which projections are provided in the prospectus/letter
of offer/object/s stated in the explanatory statement to the notice for
considering preferential issue of securities and shall be published in
newspapers simultaneously with the unaudited/audited financial results as
required under clause 41.
If there are material variations
between the projections and the actual utilisation/profitability, the company
shall furnish an explanation therefore in the advertisement and shall also
provide the same in the Directors' Report."
44. The company
agrees that:
(a)
as far as possible allotment of securities offered to
the public shall be made within 30 days of the closure of the public issue;
(b)
it shall pay interest @ 15% per annum if the allotment
has not been made and/or the refund orders have not been despatched to the
investors within 30 days from the date of the closure of the issue.
45. Deleted
46. The Company shall
comply with the provisions of SEBI Guidelines on Disclosure and Investor
Protection issued by SEBI from time to time.
47. The Company
agrees:
a)
to appoint the Company Secretary to act as Compliance
Officer who will be responsible for monitoring the share transfer process and
report to the Company's Board in each meeting. The compliance officer will
directly liaise with the authorities such as SEBI, Stock Exchanges, Registrar
of Companies, etc., and investors with respect to implementation of various
clauses, rules, regulations and other directives of such authorities and investor
service and complaints of related matter;
b)
to undertake a due diligence survey to ascertain
whether the Registrars and Share Transfer Agent/s (RTA) and/or In-house Share
Transfer facility, as the case may be, are sufficiently equipped with infrastructure
facilities such as adequate manpower, computer hardware and software, office
space, documents handling facility, etc., to serve the shareholders.
c)
that it will ensure that the RTA and/or the In-house
Share Transfer facility, as the case may be, produces a certificate from a
practicing Company Secretary within one month of the end of each half of the
financial year, certifying that all certificates have been issued within one
month of the date of lodgment for transfer, sub-division, consolidation, renewal,
exchange or endorsement of calls/allotment monies and a copy of the same shall
be made available to the Exchange within 24 hours of the receipt of the
certificate by the Company;
d)
to furnish to the Exchange both by way of floppy disks
and printed details, within 48 hours of its getting information regarding loss
of share certificates and issue of the duplicate certificates;
e)
to maintain copies of Memorandum of Understanding
entered into with the RTA setting out their mutual responsibilities, at the Registered
Office of the Company for Public inspection and the company further agrees to
submit within 48 hours a copy of the same to the Exchange for its
records."
48 The company agrees to
co-operate with the Credit Rating Agencies in giving correct and adequate
information for periodical review of the securities during lifetime of the
rated securities."
49. CORPORATE GOVERNANCE
I. Board of Directors
A.
The company agrees that the board of directors of the
company shall have an optimum combination of executive and non-executive
directors with not less than fifty percent of the board of directors comprising
of non-executive directors. The number of independent directors would depend
whether the Chairman is executive or non-executive. In case of a non-executive
chairman, at least one-third of board should comprise of independent directors
and in case of an executive chairman, at least half of board should comprise of
independent directors.
Explanation: For the purpose of
this clause the expression 'independent directors' means directors who apart
from receiving director's remuneration, do not have any other material
pecuniary relationship or transactions with the company, its promoters, its
management or its subsidiaries, which in judgement of the board may affect
independence of judgement of the director. Institutional directors on the
boards of companies should be considered as independent directors whether the
institution is an investing institution or a lending institution.
B.
The company agrees that all pecuniary relationship or
transactions of the non-executive directors viza-viz. the company should be
disclosed in the Annual Report.
II. Audit Committee.
A. The company agrees that a
qualified and independent audit committee shall be set up and that:
a. The audit
committee shall have minimum three members, all being non-executive directors,
with the majority of them being independent, and with at least one director
having financial and accounting knowledge;
b. The
chairman of the committee shall be an independent director;
c. The
chairman shall be present at Annual General Meeting to answer shareholder
queries;
d. The audit
committee should invite such of the executives, as it considers appropriate
(and particularly the head of the finance function) to be present at the
meetings of the committee, but on occasions it may also meet without the
presence of any executives of the company. The finance director, head of
internal audit and when required, a representative of the external auditor
shall be present as invitees for the meetings of the audit committee;
e. The Company
Secretary shall act as the secretary to the committee.
B. The audit committee shall meet
at least thrice a year. One meeting shall be held before finalisation of annual
accounts and one every six months. The quorum shall be either two members or
one third of the members of the audit committee, whichever is higher and
minimum of two independent directors. C. The audit committee shall have powers which should include
the following:
a. to
investigate any activity within its terms of reference.
b. to seek
information from any employee.
c. to obtain
outside legal or other professional advice.
d. to secure
attendance of outsiders with relevant expertise, if it considers necessary.
D. The company agrees that the
role of the audit committee shall include the following:
a.Oversight of the company's financial
reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible.
b.Recommending the appointment and
removal of external auditor, fixation of audit fee and also approval for
payment for any other services.
c. Reviewing
with management the annual financial statements before submission to the board,
focusing primarily on;
Any changes in accounting policies
and practices.
Major accounting entries based on
exercise of judgment by management.
Qualifications in draft audit
report.
Significant adjustments arising
out of audit.
The going concern assumption.
Compliance with accounting
standards.
Compliance with stock exchange
and legal requirements concerning financial statements
Any related party transactions
i.e. transactions of the company of material nature, with promoters or the
management, their subsidiaries or relatives etc. that may have potential
conflict with the interests of company at large.
d.Reviewing with the management,
external and internal auditors, the adequacy of internal control systems.
e.Reviewing the adequacy of internal
audit function, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
f. Discussion
with internal auditors any significant findings and follow up there on.
g.Reviewing the findings of any
internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.
h.Discussion with external auditors
before the audit commences nature and scope of audit as well as have post-audit
discussion to ascertain any area of concern.
i. Reviewing
the company's financial and risk management policies.
j. To
look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non payment of declared dividends)
and creditors.
E. If the company has set up an
audit committee pursuant to provision of the Companies Act, the company agrees
that the said audit committee shall have such additional functions / features
as is contained in the Listing Agreement.
III. Remuneration of Directors
A.
The company agrees that the remuneration of
non-executive directors shall be decided by the board of directors.
B.
The company further agrees that the following
disclosures on the remuneration of directors shall be made in the section on
the corporate governance of the annual report.
All elements of remuneration
package of all the directors i.e. salary, benefits, bonuses, stock options,
pension etc.
Details of fixed component and
performance linked incentives, along with the performance criteria.
Service contracts, notice period,
severance fees.
Stock option details, if any -
and whether issued at a discount as well as the period over which accrued and
over which exercisable.
IV. Board Procedure
A.
The company agrees that the board meeting shall be held
at least four times a year, with a maximum time gap of four months between any
two meetings. The minimum information to be made available to the board is
given in Annexure-I.
B.
The company further agrees that a director shall not be
a member in more than 10 committees or act as Chairman of more than five
committees across all companies in which he is a director. Furthermore it
should be a mandatory annual requirement for every director to inform the
company about the committee positions he occupies in other companies and notify
changes as and when they take place.
Explanation: For the purpose of
considering the limit of the committees on which a director can serve, all
public limited companies, whether listed or not, shall be included and all
other companies (i.e. private limited companies, foreign companies and
companies of Section 25 of the Companies Act, etc.) shall be excluded. Further
only the three committees viz. the Audit Committee, the Shareholders' Grievance
Committee and the Remuneration Committee shall be considered for this purpose.
V. Management
A. The company agrees that as
part of the directors' report or as an addition there to, a Management
Discussion and Analysis report should form part of the annual report to the
shareholders. This Management Discussion & Analysis should include
discussion on the following matters within the limits set by the company's
competitive position:
a. Industry
structure and developments.
b. Opportunities
and Threats.
c. Segment-wise
or product-wise performance.
d. Outlook
e. Risks and
concerns.
f. Internal
control systems and their adequacy.
g. Discussion
on financial performance with respect to operational performance.
h. Material
developments in Human Resources / Industrial Relations front, including number
of people employed.
B. Disclosures should be made by
the management to the board relating to all material financial and commercial
transactions, where they have personal interest, that may have a potential
conflict with the interest of the company at large (for e.g. dealing in company
shares, commercial dealings with bodies, which have shareholding of management
and their relatives etc.)
VI Shareholders
A. The company agrees that in
case of the appointment of a new director or re-appointment of a director the
shareholders must be provided with the following information:
a. A brief
resume of the director;
b. Nature of
his expertise in specific functional areas; and
c. Names of
companies in which the person also holds the directorship and the membership of
Committees of the board.
B.
The company further agrees that information like
quarterly results, presentation made by companies to analysts shall be put on
company's web-site, or shall be sent in such a form so as to enable the stock
exchange on which the company is listed to put it on its own web-site.
C.
The company further agrees that a board committee under
the chairmanship of a non-executive director shall be formed to specifically
look into the redressing of shareholder and investors complaints like transfer
of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.
This Committee shall be designated as 'Shareholders/Investors Grievance Committee'.
D.
The company further agrees that to expedite the process
of share transfers the board of the company shall delegate the power of share
transfer to an officer or a committee or to the registrar and share transfer
agents. The delegated authority shall attend to share transfer formalities at
least once in a fortnight.
VII Report
on Corporate Governance
The company agrees that there
shall be a separate section on Corporate Governance in the annual reports of
company, with a detailed compliance report on Corporate Governance. Non
compliance of any mandatory requirement i.e. which is part of the listing
agreement with reasons there of and the extent to which the non-mandatory
requirements have been adopted shall be specifically highlighted. The suggested
list of items to be included in this report is given in Annexure-2 and list of
non-mandatory requirements is given in Annexure - 3.
VIII Compliance
The company agrees that it shall
obtain a certificate from the auditors of the company regarding compliance of
conditions of corporate governance as stipulated in this clause and annexe the
certificate with the directors' report, which is sent annually to all the
shareholders of the company. The same certificate should also be sent to the
Stock Exchanges along with the annual returns filed by the company.
Notes:
1. With regard
to listed entities such as banks financial institutions etc. which are
incorporated under other statutes, the requirements will apply to the extent
they do not violate the existing statutes or guidelines or directions issued by
the relevant regulatory authority.
2. As regards
the non-mandatory requirements given in Annexure - 3, they shall be implemented
as per the discretion of the company. However, the disclosures of the
adoption/non-adoption of the nonmandatory requirements shall be made in the
section on corporate governance of the Annual Report.
3. The clause
49 is to be implemented as under:
Schedule of Implementation:
By all entities seeking listing
for the first time, at the time of listing.
Within financial year
2000-2001,but not later than March 31, 2001 by all entities, which are included
either in Group 'A' of the BSE or in S&P CNX Nifty index as on January 1,
2000. However to comply with the requirements, these companies may have to begin
the process of implementation as early as possible.
Within financial year
2001-2002,but not later than March 31, 2002 by all the entities which are
presently listed, with paid up share capital of Rs. 10 crores and above, or
networth of Rs 25 crores or more any time in the history of the company.
Within financial year 2002-2003,but not
later than March 31, 2003 by all the entities which are presently listed, with
paid up share capital of Rs.3 crores and above. Annexure 1 - Information to be placed
before board of directors
Annual operating plans and budgets and any updates.
Capital budgets and any updates.
Quarterly results for the company
and its operating divisions or business segments.
Minutes of meetings of audit
committee and other committees of the board.
The information on recruitment
and remuneration of senior officers just below the board level, including
appointment or removal of Chief Financial Officer and the Company Secretary.
Show cause, demand, prosecution
notices and penalty notices which are materially important.
Fatal or serious accidents,
dangerous occurrences, any material effluent or pollution problems.
Any material default in financial
obligations to and by the company, or substantial non-payment for goods sold by
the company.
Any issue, which involves
possible public or product liability claims of substantial nature, including
any judgement or order which, may have passed strictures on the conduct of the
company or taken an adverse view regarding another enterprise that can have
negative implications on the company.
Details of any joint venture or
collaboration agreement.
Transactions that involve
substantial payment towards goodwill, brand equity, or intellectual property.
Significant labour problems and
their proposed solutions. Any significant development in Human Resources/
Industrial Relations front like signing of wage agreement, implementation of
Voluntary Retirement Scheme etc.
Sale of material nature, of
investments, subsidiaries, assets, which is not in normal course of business.
Quarterly details of foreign
exchange exposures and the steps taken by management to limit the risks of
adverse exchange rate movement, if material.
Non-compliance of any regulatory,
statutory nature or listing requirements and shareholders service such as
non-payment of dividend, delay in share transfer etc.
Annexure 2 - Suggested List Of
Items To Be Included In The Report On Corporate Governance In The Annual Report
Of Companies
A brief statement on company's
philosophy on code of governance.
Board of Directors:
Composition and category of
directors for example promoter, executive, non-executive, independent
nonexecutive, nominee director, which institution represented as Lender or as
equity investor.
Attendance of each director at the
BoD meetings and the last AGM.
Number of other BODs or Board
Committees he/she is a member or Chairperson of.
Number of BoD meetings held,
dates on which held.
3. Audit
Committee.
Brief description of terms of
reference
Composition, name of members and
Chairperson
Meetings and attendance during
the year
4. Remuneration
Committee.
Brief description of terms of
reference
Composition, name of members and
Chairperson
Attendance during the year
Remuneration policy
Details of remuneration to all
the directors, as per format in main report.
5. Shareholders
Committee.
Name of
non-executive director heading the committee Name and designation of compliance
officer
Number of shareholders complaints
received so far
Number not solved to the
satisfaction of shareholders
Number of pending share transfers
6. General
Body meetings.
Location and time, where last
three AGMs held.
Whether special resolutions
Were put through postal ballot
last year, details of voting pattern.
Person who conducted the postal
ballot exercise
Are proposed to be conducted
through postal ballot
Procedure for postal ballot
7. Disclosures.
Disclosures on materially
significant related party transactions i.e. transactions of the company of
material nature, with its promoters, the directors or the management, their
subsidiaries or relatives etc. that may have potential conflict with the
interests of company at large.
Details of non-compliance by the
company, penalties, strictures imposed on the company by Stock Exchange or SEBI
or any statutory authority, on any matter related to capital markets, during
the last three years.
8. Means of
communication.
Half-yearly report sent to each
household of shareholders.
Quarterly results
Which newspapers normally
published in.
Any website, where displayed
Whether it also displays official
news releases; and
The presentations made to
institutional investors or to the analysts.
Whether MD&A is a part of
annual report or not.
9. General
Shareholder information
AGM: Date, time and venue
Financial Calendar
Date of Book closure
Dividend Payment Date
Listing on Stock Exchanges
Stock Code
Market Price Data: High/Low
during each month in last financial year
Performance in comparison to
broad-based indices such as BSE Sensex, CRISIL index etc.
Registrar and Transfer Agents
Share Transfer System
Distribution of shareholding
Dematerialisation of shares and
liquidity
Outstanding GDRs/ADRs/Warrants or
any Convertible instruments, conversion date and likely impact on equity
Plant Locations
Address for correspondence
Annexure 3 - Non-Mandatory
Requirements
a. Chairman of the Board
A non-executive Chairman should
be entitled to maintain a Chairman's office at the company's expense and also
allowed reimbursement of expenses incurred in performance of his duties.
b. Remuneration
Committee
The board should set up a
remuneration committee to determine on their behalf and on behalf of the
shareholders with agreed terms of reference, the company's policy on specific
remuneration packages for executive directors including pension rights and any
compensation payment.
To avoid conflicts of interest,
the remuneration committee, which would determine the remuneration packages of
the executive directors should comprise of at least three directors, all of whom
should be non-executive directors, the chairman of committee being an
independent director.
All the members of the
remuneration committee should be present at the meeting.
The Chairman of the remuneration
committee should be present at the Annual General Meeting, to answer the
shareholder queries. However, it would be up to the Chairman to decide who
should answer the queries.
c. Shareholder
Rights
The half-yearly declaration of
financial performance including summary of the significant events in last
sixmonths, should be sent to each household of shareholders.
d. Postal
Ballot
Currently, although the formality
of holding the general meeting is gone through, in actual practice only a small
fraction of the shareholders of that company do or can really participate
therein. This virtually makes the concept of corporate democracy illusory. It
is imperative that this situation which has lasted too long needs an early
correction. In this context, for shareholders who are unable to attend the
meetings, there should be a requirement which will enable them to vote by
postal ballot for key decisions. Some of the critical matters which should be
decided by postal ballot are given below:
Matters relating to alteration in
the memorandum of association of the company like changes in name, objects,
address of registered office etc;
Sale of whole or substantially
the whole of the undertaking;
Sale of investments in the
companies, where the shareholding or the voting rights of the company exceeds
25%;
Making a further issue of shares
through preferential allotment or private placement basis;
Corporate restructuring;
Entering a new business area not
germane to the existing business of the company;
Variation in rights attached to
class of securities;
Matters relating to change in
management
50. The company will mandatorily
comply with all the Accounting Standards issued by Institute of Chartered
Accountants of India (ICAI) from time to time."
PROVIDED ALWAYS AND THE COMPANY
HEREBY IRREVOCABLY AGREES AND DECLARES THAT unless the Exchange agrees
otherwise the Company will not without the previous permission in writing of
the Central Government withdraws its adherence to this agreement for listing
its securities.
AND THE COMPANY HEREBY FURTHER
AGREES AND DECLARES THAT all or any of its securities listed on the EXCHANGE
shall remain on the list entirely at the discretion of the EXCHANGE AND THAT,
the Exchange may, in its absolute discretion, suspend or remove the securities
from the list at any time and for any reason whatsoever. For the said suspended
security to be re-admitted to dealings on the Exchange, the company shall pay
to the Exchange such amount as re-instatement fees as may be prescribed by the
Exchange from time to time.
IN WITNESS WHEREOF the Company
has caused these presents to be executed and its Common Seal to be hereunto
affixed as of the day and year first above written.
"51. EDIFAR FILING
(1)
The company agrees that it shall file the following
information, statements and reports on the Electronic Data Information Filing
and Retrieval (EDIFAR) 1[web site maintained by National Informatics Center
(NIC)]1, on-line, in such manner and format and within such time as may be
specified by SEBI:
Full version of annual report
including the balance sheet, profit and loss account, director´s report and
auditor´s report; cash flow statements; half yearly financial statements
quarterly financial statements.
Corporate governance report.
Shareholding pattern statement.
Statement of action taken against
the company by any regulatory agency. Such other statement, information or
report as may be specified by SEBI from time to time in this regard.
Provided that the requirement of
this clause shall be in addition to and not in derogation from the requirements
of other clauses of this listing agreement, which may require filing of any
statements, reports and information in the physical or other form with the
exchange.
(2)
The company agrees that it shall appoint a compliance
officer who shall be responsible for filing the above information in the EDIFAR
system. The compliance officer and the company shall ensure the correctness and
authenticity of the information filed in the system and that it is in
conformity with applicable laws and terms of the listing agreement.
(3)
The company undertakes that while filing the
information in the EDIFAR system, it shall make the following disclaimer
clause:
''The information furnished above
is certified by [company´s name] to be true, fair and accurate (except in
respect of errors in or omissions from documents filed electronically that
result solely from electronic transmission errors beyond our control and in
respect of which we take corrective action as soon as it is reasonably
practicable after becoming aware of the error or the omission). SEBI, the Stock
Exchanges or the NIC do not take any responsibility for the accuracy, validity,
consistency and integrity of the data entered and updated by it.´ The name of
the compliance officer with his designation and the company´s name shall be displayed
immediately below the disclaimer clause." Schedule I above referred to:
Schedule of Company's listed
Securities
Kind of security (Shares) Number
Issued Nominal Value per Share Rs. Paid-up Value per Share Rs. Total Nominal
Value Rs. Total Paid-up Value Rs. Distinctive Numbers
Kind of security (Shares) Amount Rs. Unit
Rs. Rate of Interest Percent Interest - due Date Date of Redemption Distinctive
Numbers Schedule
II above referred to:
1.
INITIAL
LISTING FEE Rs. 20,000
2.
ANNUAL LISTING FEE
i)
Companies
with paid-up capital* upto Rs. 5 crores Rs. 10,000
ii)
above
Rs.5 crores and upto Rs.10 crores Rs.
15,000
iii)
above
Rs.10 crores and upto Rs.20 crores Rs.
30,000
3.
Companies which have a paid-up
capital* of more than Rs.20 crores pay additional fee of Rs.750/- for every
increase of Rs.1 crore or part thereof.
4.
In case of debenture capital (not
convertible into equity shares) of companies, the fees will be charged @25% of
the fees payable as per the above mentioned scales.
* includes equity share,
preference share, Fully Convertible Debenture, Partly Convertible Debenture
capital and any other security which will be converted into equity shares.
Note: The above Schedule of
Listing Fee is uniformly applicable for all the companies irrespective of
whether the Exchange is Regional or Non Regional.
The Common Seal of the above named
____________________________________ was hereunto affixed pursuant to a
resolution passed at a meeting of the Board of Directors held on the _______
day of ___________ 19____ in the presence of
_________________________________________________________
Director(s) of the Company.
_____________________________
(Signature of the Director)
_____________________________
(Signature of the Director)
(last updated on September 14,
2001)
(Securities and Exchange Board of India (SEBI) vide its
letter FITTC/TO/NB/17172/99 dt. September 2,
1999 informed the Exchange that
the following regulations of SEBI (Substantial Acquisition of Shares &
Takeovers) Regulations 1997 require acquirer/target company to file certain
information with Stock Exchanges where shares of target company (term as
defined in SEBI (Substantial Acquisition of Shares & Takeovers) Regulations
1997 are listed.
To view the standard formats of
the reports click on respective regulations.)
Regulation 3(3)
Regulation 7(3)
Regulation 8(3)
Name of the Target Company (T.C)
Name of acquirer(s) along with
PAC {referred together as "acquirers" hereinafter}
Shareholding/voting rights of
acquirer(s) in T.C
Before the said Acquisition
Proposed after the said Acquisition
No. of shares
% (shares/voting rights)
No. of shares
% (shares/voting rights)
Type of acquisition (By way of
public/rights/preferential allotment/inter-se-transfer) Please specify
In case, the acquisition is by
way of inter-se transfer as per regulations, disclose names of transferors and
their shareholding in T.C before transfer
No. and % of shares voting rights
of T.C proposed to be acquired through the acquisition
Acquisition price per share
Date of proposed acquisition
Format for informing details of
acquisition to Stock Exchanges by target company, in terms of Regulation 7(3)
Name of Target Company (Reporting
company)
Date of reporting
Name of Stock exchanges where
shares of reporting company are listed
Details of acquisition as
informed u/r/ 7(1)
Name of Acquirer(s)
Date of Acquisition/date of
receipt of intimation of allotment by acquirer
Mode of acquistion (market
purchases / interse transfer / public / rights / preferential offer etc.)
No. & % of shares/voting
rights acquired
Shareholding of acquirers stated
at (A) before acquisition (in terms of No. & % of shares/VRs)
Shareholding of acquirer(s)
stated at (A) after acquisition (In terms of No. & % of shares/VRs)
(A)
(B)
(C)
(D)
(E)
(F)
Format
for informing details of shareholding {obtained u/r 8(1) & 8(2) from
acquirer(s)} by target company to Stock Exchanges, in terms of Regulation 8(3)
of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997
Name of the Target company
(Reporting company)
Date of Reporting
Name of Stock Exchanges where
shares of reporting company are listed
(I) Information about persons
holding more than 15% shares or voting rights (VRs)
Names of persons holding more
than 15% shares or voting rights
Details of shareholding/voting
rights of persons mentioned at (A) as informed u/r/ 8(1) to target company) Names
As on March 31 (Current year)
As on March 31 (Previous year)
Changes, if any between (A) &
(B)
As on record date for dividend
(current year)
As on record date for dividend
(previous year)
Changes, if any between (D) &
(E)
(A) (B)
(C)
(D)
(E)
(F)
(II) Promoter(s) or every person
having control over a company and also persons acting in concert with him
Names of promoter(s) or every
person(s) having control over a company and persons acting in concert with him
Shareholding/Voting rights of
persons mentioned at (II) as informed to target company u/r 8(2)
As on March 31 (Current year)
As on March 31 (Previous year)
Changes, if any between (A) &
(B)
As on record date for dividend
(current year)
As on record date for dividend
(previous year)
Changes, if any between (D) &
(E)
(A) (B)
(C)
(D)
(E)
(F)
Signed by
authorised signatory
Place:
Date:
THE STOCK EXCHANGE, MUMBAI.
Form of Shareholding Pattern
(Please return this form duly
filled in to the
Corporate Development Department
- Publication Section)
-------------------------------------------------------------------------
Name of the Company: ________________________________________________
Financial Year Ending:
________________________________________________ Shareholding Pattern as on:
________________________________________________
A.
Category
Equity Shares
% of Col.2
No.of Shareholders
% of Col.4
(1)
(2)
(3)
(4)
(5)
1. Promoters
* Indian
Promoters
* Directors
& Relatives
* Bodies
Corporates (Holding Companies & Subsidiaries & Affiliates)
* Foreign
Promoters
* Foreign
Collaborators:
Sub Total
(Names and addresses of entire Promoter
Group should be given as an Annexure)
2.
Government Sponsored Financial
Institutions/Indian Financial Institutions
* LIC
* UTI
* IFCI
* IDBI
* ICICI
* GIC
& SUBS
* BANKS
* GOVT
COS
* CENTRAL
GOVT
* STATE
GOVT
* STATE
FINANCIAL CORPS.
* MUTUAL
FUNDS
Sub Total
3.
Foreign Holding
* FII
* NRI
* OCB's
* Foreign
Nationals
Sub Total
(Names and addresses of entire
Foreign Holdings should be given as an Annexure)
4.
Other Bodies Corp.
(Names and addresses should be
given as an Annexure)
5.
Indian Public
6.
Any Other
(Please specify)
Grand Total B.
Names
and addresses of top 50 Shareholders including telephone numbers, fax and email
should be given
C.
Fax Number and E mail address of
Company
Date: _________________________ AUTHORISED
SIGNATORY.
NOTES:
Please submit this form in
duplicate.
You may add new category of
allottees under "any other".
The information submitted in this
form should be as latest & current as possible.
Shareholding pattern for
company's other securities such as Fully Convertible Debentures/Partly
Convertible Debentures, Warrants etc. should be seperately furnished in the
above format. For that purpose you may take xerox copy of this form, if
required.
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