This agreement made
this ______________________ day of_____________, ___ by
____________________________________________________________ a Company/ any other
body duly formed and registered under the relevant Act and having its
Registered office at_______________________________________________
_______________________________________________________________ (hereinafter
called "the Issuer") with the NATIONAL STOCK EXCHANGE OF INDIA
LIMITED (hereinafter called 'the NSE').WitnessethWHEREAS the Issuer
has filed with the NSE an application for listing its securities more
particularly described in Schedule I / Schedule II annexed hereto and made a
part hereof.AND WHEREAS it is a
requirement of the NSE 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 NSE.NOW THEREFORE in
consideration of the NSE having agreed to list the said securities, the Issuer
hereby covenants and agrees with the NSE as follows:1. The Issuer 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 rights will be serially numbered, printed on good
quality paper and examined and signed by a responsible officer of the Issuer
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 NSE 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 Issuer will
issue, when so required, receipts in such forms as prescribed by the NSE, for
all securities deposited with it whether for registration, sub-division,
consolidation, renewal, exchange or for other purposes.3. The Issuer 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 Issuer 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 indemnity4. The Issuer agrees:a. to issue, unless the NSE
otherwise agrees and the parties concerned desire, allotment letters, share
certificates, call notices and other relevant documents in such units of
trading (market units) as may be specified by NSE;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 or other units as may be decided by NSE from time to
time;d. to issue within one
week split, consolidation and renewal receipts duly signed by an official of
the Issuer and in denominations corresponding to the market units of trading,
particularly when so required by NSE;e. to exchange `rights'
or `entitled' shares into coupons or fractional certificates when so required
by NSE;f. to issue call notices
and splits and duplicates thereof in a standard form acceptable to NSE, to
forward a supply of the same promptly to NSE for meeting requests for blank,
split and duplicate call notices, to make arrangements for accepting call
moneys at all centers where there are recognized stock exchanges in India and
not to require a discharge on call receipts.g. to accept the
discharge of the member of NSE 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
NSE, the Issuer agrees:a. that it will accept
the discharge of an official of NSE Clearing House on the Issuer's split,
consolidation and renewal receipts as good and sufficient without insisting on
the discharge of the registered holders;b. that when the Issuer
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 Issuer will, if
so required by NSE, certify transfer against letters of allotment, certificates
and balance receipts and in that event the Issuer will promptly make on transfers
an endorsement to the following effect;Name of Issuer
_____________________ Certificate/Allotment Letter No. _________ for the within
mentioned _______________ securities is deposited in the Issuer's Office
against this transfer No.________________________ Signature(s) of Official(s)
________________ Date _______________7. On production of the
necessary documents by security holders or by members of NSE, the Issuer will
make on transfer 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 documents have been duly exhibited
to and registered by the Issuer.8. The Issuer agrees
that it will not make any charge:a. for registration of
transfers of its share 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 rights;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 Issuer agrees
that it will not charge any fees exceeding those, which may be agreed upon with
NSE: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 Issuer 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 NSE or by NSE Clearing House.11. The Issuer 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 NSE; andb. the transfer deeds
are properly executed and accompanied either by certificates or by letters of
allotment, pucca transfer receipts, split, consolidation or renewal receipts
duly discharged either by the registered holders or, in the case of split,
consolidation or renewal receipts, by the members of NSE or an official of NSE
Clearing House as provided herein.12. On lodgment of the
proper documents, the Issuer 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 Article of Association of the Issuer, in
which event the Managing Director of NSE 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
restraints the Issuer from transferring the securities out of the name of the
transferor.c. when the transferor
objects to the transfer provided he serves on the Issuer within a reasonable
time a prohibitory order of a Court of competent jurisdiction.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 send 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.
if
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 forgery 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, shall provide
all benefits (i.e. bonus shares, right shares, dividend) which accrued to the
investor during the intervening period on account of such delay.1.2. The Company agrees
that when the signature of the 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 reasons to believe that a forgery or fraud is
involved.13. The Issuer will
promptly notify NSE of any attachment or prohibitory orders restraining the
Issuer from transferring securities out of the names of the registered holders
and furnish to NSE particulars of the numbers 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 business in the listed securities of the Issuer, NSE so requires, the
Issuer will arrange to maintain:a. a transfer register
in cities satisfactory to NSE on which all securities of the Issuer that are
listed on NSE would be directly transferable; orb. a registry office or
some other suitable office satisfactory to NSE within the Municipal Area of the
City of Bombay which will receive and re-deliver all securities that are
tendered for the purpose of transfer, sub-division, consolidation or renewal.15. The Issuer 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 NSE for the
purpose of settlement of transactions, of which due notice in advance shall
have been given by NSE to the Issuer.16. The Issuer 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 right attached to debentures or for such other purposes
as the NSE may agree to or require and further agree 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 NSE the
notice in advance of at least forty-two days, or of as many days as NSE 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 debentureholders) 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 recognized stock exchanges in India, provided that such notice period be
reduced from forty-two days to thirty days in respect of securities which are
announced by Securities and Exchange Board of India from time to time to be compulsorily
delivered in dematerialised form by all investors. The Issuer further agrees to
ensure that the time gap between two book closures and record dates would be
atleast 30 days.17. The Issuer will accept
for registration transfers that are lodged with the Issuer 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 NSE agrees otherwise, the Issuer will defer, until the
transfer books have reopened, registration of any transfer which may be
received after the closure of the transfer books.18. The Issuer will
publish in a form approved by NSE such periodical interim statements of its
working and earning as required by NSE, SEBI, or any statutory body or local
authority or any body or authority acting under the authority or direction of
the Central Government.19.a. The Issuer will
notify NSE at least 7 days in advance of the date of the meeting of its Board
of Directors at which the recommendation or declaration of a dividend or a
rights issue or convertible debentures or of debentures carrying a right to
subscribe to equity shares or the passing over of the dividend is due to be
considered and 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.b. The Issuer will give
notice simultaneously to NSE in case the proposal for declaration of bonus is
communicated to its Board of Directors as part of the agenda. No prior
intimation 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. The Issuers are also
required to send the information in the format which is given in Schedule IV by
e-mail ([email protected])d. The Issuer shall be
required to give prior notice of at least 7 days to the stock exchanges about
the Board meetings at which the proposal for Buy Back of Securities is to be
considered.20. The Issuer will,
immediately after the meeting of its Board of Directors has been held to
consider or decide the same, intimate to the Stock Exchanges where the company
is listed, (within 15 minutes of the closure of the board meeting) by phone,
fax, telegram, e-mail ([email protected]):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 Issuers are also
required to send the information by e-mail in the format which is given in
Schedule V.d. The Issuer shall be
required to intimate the stock exchanges within 15 minutes of the closure of
the Board Meetings about the decision on Buy Back of Securities.21. The Issuer will fix
and notify NSE 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 or redeemable shares or debentures and bonds, which shall be
payable at par at such centers as may be agreed to between NSE and the Issuer
and which shall be collected at par, with collection charges, if any, being
borne by the Issuer, in any bank in the country at centers other than the
centers agreed to between NSE and the Issuer, 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 Issuer will,
immediately after the meeting of its Board of Directors has been held to
consider or decide the same, intimate to the Stock Exchanges where the company
is listed, (within 15 minutes of the closure of the board meeting) by phone,
fax, telegram, e-mail ([email protected]):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 reissues 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 Issuer to
appraise its position and to avoid the establishment of a false market in such
listed securities.23. The Issuer agrees:a. to issue or offer in
the first instance all shares (including forfeited shares, unless NSE otherwise
agrees), securities, rights, privileges and benefits to subscribe pro rata to
the security shareholders of the Issuer unless the security holders 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 NSE 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 NSE agrees otherwise;c. to make such issues
or offers in a form to be approved by NSE and unless NSE otherwise agrees to
grant in all cases the right of renunciation to the shareholders and to forward
a supply of renunciation forms promptly to NSE;d. to issue, where
necessary, coupons or fractional certificates unless the Issuer in general
meeting or the NSE 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
right issue and to issue allotment letters or certificates within six weeks of
the last date fixed by the Issuer for submission of letters of renunciation or
applications of new securities.24. .a. The Issuer agrees to
obtain 'in-principle' approval for listing from the exchange before issuing
further shares or securities. The Issuer also agrees to make an application to
NSE for the listing of any new issue of shares or securities and of the
provisional documents relating thereto.b. The Issuer agrees to
make true, fair and adequate disclosure in the offer documents/draft
prospectus/letter of offer in respect of any new or further issue of shares/
securities.c. The Issuer 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 acknowledgement card
obtained from SEBI through the lead manager.d. The Issuer further
agrees that the Issuer shall submit to the exchange the following documents to
enable it to admit/ list the said securities for dealing in NSE, such as:i. a copy of the acknowledgement
card or letter indicating the observation on draft prospectus/ letter of offer/
offer documents by SEBI; andii. a certificate from a
merchant banker acting as lead manager to the issue reporting positive
compliance by the issuer of the guidelines on disclosure and investor
protection issued by SEBI.iii. a.iv. b.v. c.vi. d.e. in the event of
non-submission of the documents as mentioned in sub-clause (d) above by the
Issuer to the NSE or withdrawal of the acknowledgement card by SEBI at any time
before grant of permission for listing/ admission to dealing 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
Issuer granting any options to purchase any shares of the Issuer, the Issuer
will promptly notify NSE:a. of the number of
shares covered by such options, of the terms thereof and of the time within
which they may be exercised;b. of any subsequent
changes or cancellation or exercise of such options.c.
issue otherwise provide, the Issuer will not select any of its listed
securities for redemption otherwise than pro rata or by lot and will promptly furnish
to NSE any information requested in reference to such redemption.27. The Issuer will
promptly notify NSE:a. of any action, which
will result in the redemption, cancellation or retirement in whole or in part
of any securities listed on NSE.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 Issuer will not
make any change in the form or nature of any of its securities that are listed
on NSE or in the rights or privileges of the holders thereof without giving
twenty-one days' prior notice to NSE of the proposed change and making an
application for listing of the securities as changed if NSE shall so require.29. The Issuer will
promptly notify NSE of any proposed change in the general character or nature
of its business.30. The Issuer will
promptly notify NSE:a. of any change in the
Issuer's directorate by death, resignation, removal or otherwise;b. of any change of
Managing Director, Managing Agents or Secretaries and Treasurers;c. of any change of Auditors
appointed to audit the books and accounts of the Issuer.31. The Issuer will
forward to NSE promptly and without application:a. six copies of the
Statutory and Directors' Annual Reports, Balance Sheets and Profits & Loss
Accounts and of all periodical and special reports as soon as they are issued
and one copy each to all the recognized stock exchanges in India;b. six copies of all
notices, resolutions and circulars relating to new issue of capital prior to
their dispatch 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 Issuer;e. three copies of all
notices, circulars, etc., issued or advertised in the press either by the
Issuer, or by any Issuer which the Issuer proposes to absorb or with which the
Issuer 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 Issuer 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 NSE.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 the Company/Registrars/Share transfer
agents). Provided that, the company on receipt of request shall supply the
complete and full Balance Sheet and Profit and 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.The issuer will also
give cash flow statement along with the 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 statement shall be issued
under the authority of the Board and shall be signed on behalf of the Board of
Directors in the manner provided for the authentication of Balance Sheet and
Profit and Loss Account in Section 215 of the Companies Act,1956.a. Consolidated
Financial Statement:Companies shall be
mandatorily required to publish Consolidated Financial Statements in the annual
report in addition to the individual financial statements.Audit of Consolidated
Financial Statements by the statutory auditors of the company and the filing of
Consolidated Financial Statements audited by the statutory auditors of the
company with the stock exchanges shall be mandatory.b. Related Party
Disclosures:Companies shall be
required to make disclosures in compliance with the Accounting Standard on
"Related Party Disclosures" in the annual reports.The Issuer agrees to
make the following disclosure in the Annual Report:i. in case the shares
are delisted, it shall disclose the fact of delisting, together with reasons
thereof in its Directors Reportii. in case the
securities are suspended from trading, the Directors Report should explain the
reason thereofiii. the name and address
of each stock exchange at which the issuer's securities are listed and also
confirm that Annual Listing Fee has been paid to each of the exchange.Issuers who change
their name suggesting any new line of business (including software business)
shall disclose the turnover and income etc from such new activities separately
in the annual results.Companies, which have
changed their names after January 1, 1998 or change, the name hereafter shall
make such disclosures and shall continue to make these disclosures for a period
of 3 years from the date of change in the name.3.
forward to NSE copies of all notices sent to its shareholders with respect to
amendments to its Memorandum and Articles of Association and will file with NSE
six copies (one of which will be certified) of such amendments as soon as they
shall have been adopted by the Issuer in general meeting.34. The Issuer agrees:a. that it will not
exercise a lien on its fully paid securities and that in respect of partly paid
securities it will not exercise any lien except in respect of moneys called or
payable at a fixed time in respect of such securities;b. that it will not
decline to register or acknowledge any transfer of securities on the ground of
the transferor being either alone or jointly with any other person or persons
indebted to the Issuer on any account whatsoever;c. 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;d. that if any amount be
paid up in advance of calls on any securities 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;e. that it will not give
to any person the call of any securities without the sanction of the security
holders in general meeting;f. that it will send out
proxy forms to security holders in all cases, such proxy forms being so worded that
a security holders may vote either for or against each resolution;g. that when notice is
given to its security holders by advertisement, it will advertise such notice
in at least one leading National 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:Distribution of
Shareholding As on quarter ending...CategoryNo of shares HeldPercentage of
shareholdingPromoter's holdingPromoters*Indian PromotersForeign PromotersPersons acting in
Concert #Sub-TotalNon-Promoters
HoldingInstitutional
InvestorsMutual Funds and
UTIBanks, Financial
Institutions, Insurance Companies (Central / State
Gov.Institutions/Non-government Institutions)FIIsSub-TotalOthersPrivate Corporate
BodiesIndian PublicNRIs / OCBsAny other (please
specify)Sub-TotalGRAND TOTALas 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, 1997Note 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 Issuer will intimate to the Stock
Exchanges, where the company is listed immediately of events such as strikes,
lock outs, closure on account of power cuts, etc. and all events which will
have a bearing on the performance / operations of the company as well as price
sensitive information both at the time of occurrence of the event and
subsequently after the cessation of the event in order to enable the security
holders and the public to appraise the position of the Issuer and to avoid the
establishment of a false market in its securities. In addition, the Issuer will
furnish to NSE on request such information concerning the Issuer as the NSE may
reasonably require. The material events may be event such as:Change in the general
character or nature of businessWithout prejudice to
the generality of Clause 29 of the Listing Agreement the Issuer 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 Issuer entering into
or proposing to enter into any arrangement for technical, manufacturing,
marketing or financial tie-up or by reason of the Issuer, selling or disposing
of or agreeing to sell or dispose of any unit or division or by the Issuer,
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.Disruption of
operations due to natural calamityThe issuer 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 Issuer 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.Commencement of
Commercial Production/Commercial OperationsThe issuer 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 Issuer for the year.Developments with
respect to pricing/ realisation arising out of change in the regulatory frameworkThe Issuer 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 reasonably be expected to have a material
impact on its present or future operations or its profitability.Litigation /dispute
with a material impactThe issuer 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.Revision in RatingsThe Issuer will
promptly notify the Exchange, the details of any rating or revision in rating
assigned to any debt or equity instrument of the Issuer or to any fixed deposit
programme or to any scheme or proposal of the Issuer involving mobilisation 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 Issuer.Any other information
having bearing on the operation/performance of the company as well as price
sensitive information which includes but not restricted to:The above information
should be made public immediately.37. The Issuer agrees to
permit NSE to make available immediately to its members and to the Press any
information supplied by the Issuer in compliance with any of the listing
requirements provided that in cases where it is contended that such disclosure
might be detrimental to the Issuer's interest a special submission to that
effect may be made for the consideration of NSE when furnishing the
information.38. The Issuer agrees
that as soon as its Securities are listed on NSE, it will pay to the NSE an
initial listing fee as prescribed in Schedule III annexed hereto and made a
part thereof, and that thereafter, so long as the Securities continue to be
listed on NSE, it will pay to NSE on or before April 30, in each year an Annual
Listing Fee computed on the basis of the capital of the Issuer as on March 31
and worked out as provided in Schedule III annexed hereto and made a part
thereof. The Issuer 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 III annexed hereto and made
a part thereof for any addition in the capital after March 311.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39. .39.A. The Issuer agrees that
in the event of application for listing being granted in pursuance of this
agreement shall be subject to the Rules, Bye-laws and Regulations of NSE in
regard to listing of securities which now are or hereafter may be in force. As
a pre-condition for continued listing the Issuer further undertakes to
forthwith comply with such future conditions as may be stipulated by NSE from
time to time as conditions and requirements for listing of securities.39.B. Without prejudice to the
generality of Clause 39A above, the Issuer agrees and undertakes, as a
pre-condition for continued listing of securities hereunder, to comply with any
regulations, requirements, practices and procedures as may be laid down by the
NSE for the purpose of immobilization or dematerialization of securities
hereunder in pursuance of the then prevailing statutes and/or statutory
regulations, to facilitate scrip less trading.39.C. The issuer shall not
make a rights issue, where the aggregate value of the securities, including
premium, if any, exceeds Rs. 50 Lacs, unless a category I Merchant Banker
holding a valid certificate of registration issued by SEBI has been appointed
to manage the issue and has submitted the offer document to SEBI, wherever
required under the applicable SEBI guidelines/ regulations.39.D.
Acquisition of Securities1. The issuer agrees that
in the event of the application for listing being granted by the Exchange, the
issuer shall maintain on a continuous basis, the minimum level of non-promoter
holding at the level of public shareholding as required at the time to listing.2. 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 atleast 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 1997.3. 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.4. The conditions
stipulated in sub-clauses (i), (ii) and (iii) shall not apply to the companies
referred to BIFR.5. The company agrees that
the following shall also be the condition for continued listing.a. 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,
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.c.
40A40.A.40.B. Take Over OfferA 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 Takeovers)
Regulations, 1997.1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39.40.41. 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
Exchange and will make an announcement to the stock exchanges, where the
company is listed, 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 newspaper circulating in the
whole or substantially the whole of India and in one newspaper 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 newspaper and one
regional language newspaper about the date of aforesaid Board or its Sub
Committee Meeting.a. Segment ReportingCompanies shall be
required to furnish segment wise revenue, results and capital employed along
with the quarterly un-audited financial results with effect from the quarters
ending on or after September 30, 2001 as per the format given below.Format for Reporting
of Segment wise Revenue, Results and Capital EmployedRs in lacs3 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) OthersTotal Less:
Inter Segment
RevenueNet sales/Income
From Operations2. Segment Results
(Profit)(+)/Loss(-) before tax and interest from Each segment)*
a) Segment - A
b) Segment - B
c) Segment - C
d) OthersTotal
Less: i Interest**
Ii Other Un-allocable Expenditure net off Un-allocable incomeTotal 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) OthersTotalNote:a. 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.b. The above information
shall be furnished for each of the reportable primary segments as identified in
accordance with AS-17, issued by ICAI.c. For the quarters
ending upto September 30, 2002, reporting of figures for the previous year
under column 2, 4 and 5 is not mandatory.d.
a.b. Accounting for Taxes
on Income:Companies shall be
required to comply with the accounting standard on "Accounting for Taxes
on Income" in respect of the quarterly un-audited financial results with
effect from the quarters ending on or after September 30, 2001.c. Consolidated
Financial Results:Companies shall have
the option to publish consolidated quarterly financial results in addition to
the un-audited quarterly financial results of the parent company as currently
required under the Clause 41 of the Listing Agreement.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 pro-forma varies by 20 per cent 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 pro-forma 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 and a copy of the Review Report shall be submitted to
the Stock Exchanges 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 un-audited results in respect of any item given in the same
pro-forma 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
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 Company shall
have an option to publish audited half yearly financial results within two
months instead of publishing un-audited results within one month followed by a
Limited Review within two months.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 exchanges. The audited results for the year shall be published/given to
the stock exchanges in the same format as is applicable for publishing of
quarterly financial results.The companies which
opt to publish audited results for the entire year within 3 months instead of
publishing un-audited results for the last quarter within 30 days shall be
required to publish annual audited results in the format specified in Annexure
I. In case of banks and companies furnishing results in alternative format for
manufacturing and trading/service companies (which follow functional
(secondary) classification of expenditure) the columns 1, 2, 3, 4 & 5 as
mentioned in Annexure I shall be adopted and the rows shall remain as required
in the respective format.