Notesa.
Indicate
by way of note total expenditure incurred onStaff
CostAny
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.a.b.c.d.e.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 Year1.Net
Income from Sales / Services2.Cost
of Sales / Servicesa.
Increase / decrease in stock in tradeb.
Consumption of raw materialsc.
Other expenditure3.Gross
Profit4.General
Administrative Expenses5.Selling
and Distribution Expenses6.Operating
Profit before interest and depreciation7.Interest8.Depreciation9.Operating
Profit after interest and depreciation10.Other
Income11.Profit
(+)/Loss(-) before tax12.Provision
for taxation13.Net
Profit (+)/Loss (-)14.Paid-up
equity share capital15.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)17Aggregate
of non promoters shareholding* (applicable for half yearly results)*
Number of shares*
Percentage of shareholding1.
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)Others2.
Other IncomeA.
TOTAL INCOME (1+2)3.
Interest Expended4.
Operating Expenses(e)
+ (f)(e)
Payments to and provisions for employees(f)
Other operating expensesB.
TOTAL EXPENDITURE(3)
+(4)(excluding Provisions and Contingencies)C.
OPERATING PROFIT(A-B)(Profit
before Provisions and Contingencies)D.
Other Provisions and ContingenciesE.
Provision for TaxesF.
Net Profit (C-D-E)5.
Paid-up equity share capital6.
Reserves excluding revaluation reserves (as per balance sheet of previous
accounting year)7.
Analytical RatiosPercentage
of shares held by Government of IndiaCapital
Adequacy RatioEarning
per Share8.
*Aggregate of Non-PromoterShareholding**Number
of SharesPercentage
of shareholdingThe
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 non-promoter 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.Notesa. 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.a.b.c.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.
Deleted46.
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 GOVERNANCEI.
Board of DirectorsA.
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 viz-a-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 statementsAny
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 DirectorsA.
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 ProcedureA.
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.
ManagementA.
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.
Outlooke.
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
ShareholdersA.
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; andc.
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 GovernanceThe
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
ComplianceThe
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 non-mandatory 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 directorsAnnual
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 CompaniesA
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 non-executive, 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 referenceComposition,
name of members and ChairpersonMeetings
and attendance during the year4.
Remuneration Committee.Brief
description of terms of referenceComposition,
name of members and ChairpersonAttendance
during the yearRemuneration
policyDetails
of remuneration to all the directors, as per format in main report.5.
Shareholders Committee.Name
of non-executive director heading the committeeName
and designation of compliance officerNumber
of shareholders complaints received so farNumber
not solved to the satisfaction of shareholdersNumber
of pending share transfers6.
General Body meetings.Location
and time, where last three AGMs held.Whether
special resolutionsWere
put through postal ballot last year, details of voting pattern.Person
who conducted the postal ballot exerciseAre
proposed to be conducted through postal ballotProcedure
for postal ballot7.
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
resultsWhich
newspapers normally published in.Any
website, where displayedWhether
it also displays official news releases; andThe
presentations made to institutional investors or to the analysts.Whether
MD&A is a part of annual report or not.9.
General Shareholder informationAGM:
Date, time and venueFinancial
CalendarDate
of Book closureDividend
Payment DateListing
on Stock ExchangesStock
CodeMarket
Price Data: High/Low during each month in last financial yearPerformance
in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.Registrar
and Transfer AgentsShare
Transfer SystemDistribution
of shareholdingDematerialisation
of shares and liquidityOutstanding
GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely
impact on equityPlant
LocationsAddress
for correspondenceAnnexure
3 - Non-Mandatory Requirementsa.
Chairman of the BoardA
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 CommitteeThe
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 RightsThe
half-yearly declaration of financial performance including summary of the
significant events in last six-months, should be sent to each household of
shareholders.d.
Postal BallotCurrently,
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 management50.
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,
directors report and auditors 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 (companys 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
companys name shall be displayed immediately below the disclaimer
clause."Schedule
I above referred to:Schedule
of Company's listed SecuritiesKind
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
NumbersKind
of security (Shares) Amount Rs. Unit Rs. Rate of Interest Percent Interest -
due Date Date of Redemption Distinctive NumbersSchedule
II above referred to:1.INITIAL
LISTING FEERs.20,0002.ANNUAL
LISTING FEEi)Companies
with paid-up capital* upto Rs. 5 croresRs.10,000ii)above
Rs.5 crores and upto Rs.10 croresRs.15,000iii)above
Rs.10 crores and upto Rs.20 croresRs.30,0003.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.CBefore
the said AcquisitionProposed
after the said AcquisitionNo.
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 specifyIn
case, the acquisition is by way of inter-se transfer as per regulations,
disclose names of transferors and their shareholding in T.C before transferNo.
and % of shares voting rights of T.C proposed to be acquired through the
acquisitionAcquisition
price per shareDate
of proposed acquisitionFormat
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 reportingName
of Stock exchanges where shares of reporting company are listedDetails
of acquisition as informed u/r/ 7(1)Name
of Acquirer(s)Date
of Acquisition/date of receipt of intimation of allotment by acquirerMode
of acquistion (market purchases / interse transfer / public / rights /
preferential offer etc.)No.
& % of shares/voting rights acquiredShareholding
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 1997Name
of the Target company (Reporting company)Date
of ReportingName
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 rightsDetails
of shareholding/voting rights of persons mentioned at (A) as informed u/r/ 8(1)
to target company)NamesAs
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 himNames
of promoter(s) or every person(s) having control over a company and persons
acting in concert with himShareholding/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 signatoryPlace:Date:THE
STOCK EXCHANGE, MUMBAI.Form
of Shareholding Pattern(Please
return this form duly filled in to theCorporate
Development Department - Publication Section)-------------------------------------------------------------------------Name
of the Company: ________________________________________________Financial
Year Ending: ________________________________________________Shareholding
Pattern as on: ________________________________________________A.CategoryEquity
Shares%
of Col.2No.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 FUNDSSub
Total3.Foreign
Holding*
FII*
NRI*
OCB's*
Foreign NationalsSub
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
Public6.Any
Other(Please
specify)Grand
TotalB.Names
and addresses of top 50 Shareholders including telephone numbers, fax and email
should be givenC.Fax
Number and E mail address of CompanyDate:
_________________________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.