Format
for publication of Annual audited results (Companies opting to give audited
results instead of unaudited fourth quarter results)Annexure
I(Rs
in lacs)Particulars(1)
Figures for the 9 months(2)
Figures for the last quarter(3)
Figures for the corresponding quarter of the previous year(4)
Audited figures for the current year(5)
Audited figures for the previous year1. Net ales/Incomefrom Operations1.2. Other Income2.3. Total expenditurea. Increase/decrease in
stock in tradeb. Consumption of raw
materials
c. Staff costc. Other expenditured. (Any item exceeding
10% of the total expenditure to be shown separately).1.2.3.4. Interest5. Depreciation6. Profit (+)/Loss(-)
before tax (1+2-3-4-5)7. Provision for
taxation8. Net Profit (+)/Loss
(-) (6-7)9. Paid-up equity
share capital (face value of the share shall be indicated)10. Reserves excluding
revaluation reserves (as per balance sheet) of previous accounting year to be
given in column (5)11. Basic and diluted
EPS for the period, for the year to date and for the previous year (not to be
annualised)12. (Applicable for
half yearly financial results)aggregate of non promoting shareholding*a. no. of sharesb. percentage of
shareholdingNon
promoters shareholding- as classified under category B in the shareholding
pattern in the Clause 35 of Listing AgreementNotes:
All the notes applicable to the format of un-audited quarterly financial
results specified under Clause 41 of the Listing Agreement shall also be
applicable to this format.Companies
which have changed 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 quarterly/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.The
quarterly results shall be prepared on the basis of accrual accounting policy
and on uniform accounting practices for all the periods. The unaudited results
should be based on the same set of accounting policies as those followed in the
previous year. In case, there are changes in the accounting policies, the
results of previous year will be recast as per the present accounting policies,
to make it comparable with current year results.The
quarterly results shall be prepared on the basis of accrual accounting policy
and in accordance with uniform accounting practices adopted for all the periods
on quarterly basis. The pro-forma for submitting the results for companies
other than Banks is given below:Quarterly
Results For Period ______ To ______(For Companies Other Than Banks)(Rs.
In Lakhs)(1)(2)(3)(4)(5)3
months endedCorresponding
3 months in the previous year.Year
to Date figures for current periodYear
to date figures for the previous yearPrevious
accounting year1. NetSales/Income
from Operations2. Other Income3. Total Expenditurea. )Increase/decrease
in stock in Tradeb. Consumption of raw
materialsc. Staff costd. Other expenditure
(Any item exceeding 10% of the total expenditure to be shown separately).4. Interest5. Depreciation6. Profit (+)/Loss(-)
before tax (1+2-3-4-5)7. Provision for
taxation8. Net Profit (+)/Loss
(-) (6-7)9. Paid-up equity
share capital (Face Value of the Share shall be indicated)10. Reserves excluding
revaluation reserves (as per balance sheet) of previous accounting year to be
given in column (5)11. Basic and diluted
EPS for the period, for the year to date and for the previous year (not to be
annualised)12. *(Applicable for
half yearly financial results): Aggregate of non-promoter shareholding**a. Number of sharesb. Percentage of shareholdingThe
companies shall be required to disclose the aggregate non-promoter shareholding
along with the half yearly financial results with effect from the half year
ending on or after March 31, 2001. Companies shall also be required to disclose
the aggregate non-promoter shareholding at the end of the corresponding half
year in the previous year and at the end of the previous accounting year from
the half year ending on or after March 31, 2002.Non
Promoter Shareholding - as classified under category B in the shareholding
pattern in Clause 35 of 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 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.b. All material
non-recurring/abnormal income/gain and expenditure/loss and effect of all
changes in accounting practices affecting the profits materially must be
disclosed separately.c. In case of companies
whose revenues are subject to material seasonal variations, they shall disclose
the seasonal nature of their activities and may also supplement their unaudited
financial results into information for 12 month periods ended at the interim
date (last day of the quarter) for the current and preceding years on a rolling
basis.d. Company shall give
the following information in respect of dividend paid or recommended for the
year including interim dividends declared:Amount
of Dividend distributed or proposed distinguishing between different classes of
shares and Dividend per share also indicating nominal value per share.Where
Dividend is paid or proposed pro-rata for shares allotted during the year, the
date of allotment, number of shares allotted pro-rata amount of dividend per
share and the aggregate amount of dividend paid or proposed on pro-rata basis.e. The effect of changes
in composition of the company during the quarter, including business
combinations, acquisitions or disposal of subsidiaries and long term
investments, restructuring and discontinuing operations shall be disclosed.a.b.c.d.e.f.i.
If
there is/are any qualification(s) by the Auditors in respect of Audited
Accounts of any period, then the company shall disclose the same along with the
impact of such audit qualification(s) on the profit or loss while publishing
the accounts for the said period.ii.
While
publishing unaudited quarterly results, the company shall disclose how the
qualification(s), if any, by the Auditors in respect of the Audited Accounts of
the previous accounting year has/have been addressed in the unaudited quarterly
results and if the same is not addressed, then the impact that the
qualification(s) would have had on the profit or loss in the unaudited
quarterly results shall be disclosed.iii.
The
company, while furnishing the audited or unaudited financial results to the exchange,
shall also explain to the exchange about the reasons for the qualification's)
referred under (i) and (ii) above, why the company had failed to publish
accounts without such audit qualifications) and when the company will remove
the qualification(s) and publish accounts without such qualifications)."g. If the company is yet
to commence commercial production, then instead of the quarterly results, the
company should give particulars of the status of the project, its
implementation and the expected date of commissioning of the project.h. The un-audited
results send 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.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 Newspapers 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.Alternative
format for un-audited financial results:The
manufacturing and trading/service companies which have followed functional
(secondary) classification of expenditure in the annual profit and loss account
in their most recent annual report may furnish un-audited financial results on
a quarterly basis in the alternative format. The proforma for submitting the
results for companies in the alternative format is given below:Quarterly
Results For the Period ______ TO ______(Alternative
format of financial results for manufacturing and trading/service companies,
which have followed functional (secondary) classification of expenditure in the
annual profit and loss account published in most recent annual report).(Rs.
In Lacs)Sr.
NO.(1)(2)(3)(4)3
months endedCorresponding
3 months in the previous year.Year
to Date figures for current periodYear
to date figures for the previous yearPrevious
accounting year1.Net
Sales/Income from Operations2.Costof
sales/services
(a) Increase/decrease in stock in trade
(b) Consumption of raw materials
(c) Other expenditure3.Greneral
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.Paid-up
equity share capital14.Reserves
excluding revaluation reserves (as per balance sheet) of previous accounting
year to be given in column (5)15.Basic
and diluted EPS for the period, for the year to date and for previous year
(not to be annualised)16.Aggregate
of non promoters shareholding*
(applicable for half yearly results)
* Number of shares
* Percentage of shareholdingnon
- promoter shareholding as classified under category B in the shareholding
pattern in clause 35 of the Listing Agreement.Notes:a.
Indicate
by way of note total expenditure incurred oni.
Staff
Costii.
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:i.
i
Amount of Dividend distributed or proposed distinguishing between different
classes of shares and Dividend per share also indicating nominal value per
share.ii.
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.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.i.
If
there is/are any qualification(s) by the Auditors in respect of Audited
Accounts of any period, then the company shall disclose the same along with the
impact of such audit qualification(s) on the profit or loss while publishing
the accounts for the said period.ii.
While
publishing unaudited quarterly results, the company shall disclose how the
qualification(s), if any, by the Auditors in respect of the Audited Accounts of
the previous accounting year has/have been addressed in the unaudited quarterly
results and if the same is not addressed, then the impact that the
qualification(s) would have had on the profit or loss in the unaudited
quarterly results shall be disclosed.iii.
The
company, while furnishing the audited or unaudited financial results to the
exchange, shall also explain to the exchange about the reasons for the
qualification(s) referred under (i) and (ii) above, why the company had failed
to publish accounts without such audit qualification(s) and when the company
will remove the qualification(s) and publish accounts without such qualification(s)."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
proforma for submitting results and the review report for banks whose
securities are listed in the Stock Exchange is given below:Quarterly
Results For The Period From _____ To______ (For Banks)(Rs
in lakhs)Particulars(1)(2)(3)(4)(5)3
Months endedCorresponding
3 months in the previous year.Year
to date figures for current periodYear
to date figures for the previous yearPrevious
accounting Year1.
Interest earned (a)+(b)+(c)+(d)(a)Interest/discount
on 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 Ratios(i)
Percentage of shares held by Government of India(ii)
Capital Adequacy Ratio(iii)
Earning per Share8.*(Applicable
for half yearly financial results) Aggregate of Non Promoter Shareholding** *
No. of shares
* Percentage of ShareholdingThe
companies shall be required to disclose the aggregate non-promoter shareholding
along with the half yearly financial results with effect from the half year
ending on or after March 31, 2001. Companies shall also be required to disclose
the aggregate non-promoter shareholding at the end of the corresponding half
year in the previous year and at the end of the previous accounting year from
the half year ending on or after March 31, 2002.Non
Promoter Shareholding - as classified under category B in the shareholding
pattern in Clause 35 of Listing Agreement.Notes:a.
Any
event or transaction that is material to an understanding of the results for
the quarter including 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 recommend
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.i.
If
there is/are any qualification(s) by the Auditors in respect of Audited
Accounts of any period, then the company shall disclose the same along with the
impact of such audit qualification(s) on the profit or loss while publishing
the accounts for the said period.ii.
While
publishing unaudited quarterly results, the company shall disclose how the
qualification(s), if any, by the Auditors in respect of the Audited Accounts of
the previous accounting year has/have been addressed in the unaudited quarterly
results and if the same is not addressed, then the impact that the
qualification(s) would have had on the profit or loss in the unaudited
quarterly results shall be disclosed.iii.
The
company, while furnishing the audited or unaudited financial results to the
exchange, shall also explain to the exchange about the reasons for the
qualification(s) referred under (i) and (ii) above, why the company had failed
to publish accounts without such audit qualification(s) and when the company
will remove the qualification(s) and publish accounts without such
qualification(s)."f.
The
unaudited results sent to Stock Exchange/s and published in newspapers (for
listed banks) 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 the 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.The
Review Report for Banks shall be in the following format:"We
have reviewed the accompanying statement of unaudited financial results of ____
(Name of the Company) for the period ended ____. This statement is the
responsibility of the Company's Management 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 inquires of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with the generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.In
the conduct of our Review we have relied on the review reports in respect of
non-performing assets received from concurrent auditors of _________ branches,
inspection teams of the bank of _______ branches and other firms of auditors of
_________ branches specifically appointed for this purpose. These review
reports cover ______ percent of the advances portfolio of the bank. Apart from
these review reports, in the conduct of our review, we have also relied upon
various returns received from the branches of the bank.Based
on our review conducted as above, nothing has come to our notice that causes us
to believe that the accompanying statement of unaudited financial results
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 or that it has not been prepared in accordance with the relevant
prudential norms issued by the Reserve Bank of India in respect of income
recognition, asset classification, provisioning and other related
matters."Qualifications
in Audit Reports:Companies
shall be required to disclose the audit qualifications along with the audited
financial results published under Clause 41 of the Listing Agreement in
addition to the explanatory statement as to how audit qualifications in respect
of the audited accounts of the previous accounting year have been addressed in
the financial results.Quarterly
disclosures by companies which are yet to commence commercial production.The
issuer agrees that where it has not yet commenced its commercial production, it
will make additional quarterly disclosures as prescribed under Schedule VI of
the companies Act 1956, for the balance of unutilised monies raised by issue
and the form in which such unutilised funds have been invested by the issuer.1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39.40.41.42.
The
Issuer agrees that it shall be a condition precedent for issuance of new
securities excepting Mutual Funds, that it shall deposit before the opening of
subscription list and keep deposited with the NSE (in cases where the
securities are offered for subscription whether through the Issue of a
prospectus, letter of offer or otherwise) an amount calculated at 1% of the amount
of securities offered for subscription to the public and/or to the holders of
existing securities of the Issuer, as the case may be, for ensuring compliance
by the Issuer, 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 NSE for the time being in force. 50% of the
above mentioned security deposit should be paid to the NSE 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. The said amount at the security deposit will
be released by NSE after the issuer obtains No Objection Certificate from SEBI.43.1.
The
company agrees that it will furnish on a quarterly basis a statement to the NSE
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.2.
The
statement referred to in clause (1) shall be given for each of the years for
which projections are provided in its 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 41.3.
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.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39.40.41.42.43.44.
Without
prejudice to any other provisions of this agreement, in general and its Clause
39 in particular as a condition for continued listing, the Issuer shall comply
with the provisions of the relevant Acts including the Securities Contract
Regulations Act, 1956, Securities Contract Regulation Rules, 1957, guidelines
issued from time to time by the Government and/or the Securities Exchange Board
of India including the guidelines on Disclosure and Investor Protection.45.
The
issuer 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 refund orders have
not been dispatched to the investors within 30 days from the date of the
closure of the issue.46.
This
Clause stands withdrawn.47.
The
Issuer agrees:a. to appoint the
Company Secretary of the Issuer 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, ROC etc., and investors with respect to
implementation of various clause, rules, regulations and other directives of
such authorities and investor service & complaints related matter.b. to undertake a due
diligence survey to ascertain whether the RTA is sufficiently equipped with
infrastructure facilities such as adequate manpower, computer hardware and
software, office space, documents handling facility etc., to serve the
shareholdersc. to insist that the
RTA produces a certificate from a practicing company secretary that all
transfers have been completed within the stipulated time.d. to furnish
information regarding loss of share certificates and issue of duplicate
certificates.e. to produce a copy of
the MOU entered into with the RTA regarding their mutual responsibilities.48.
Companies
should 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 judgment 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.I.II.
Audit
CommitteeA. The company agrees
that a qualified and independent audit committee shall be set up and that:1.
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;2.
The
chairman of the committee shall be an independent director;3.
The
chairman shall be present at Annual General Meeting to answer shareholder
queries;4.
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;5.
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;i.
Any
changes in accounting policies and practices. Major accounting entries based on
exercise of judgment by management.ii.
Qualifications
in draft audit report.iii.
Significant
adjustments arising out of audit.iv.
The
going concern assumption.v.
Compliance
with accounting standards.vi.
Compliance
with stock exchange and legal requirements concerning financial statementsvii.
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.a.b.c.a. Reviewing with the
management, external and internal auditors, the adequacy of internal control
systems.b.c.d. 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.e. Discussion with
internal auditors any significant findings and follow up there on.f. 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.g. 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.h. Reviewing the
company's financial and risk management policies.i. 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.I.II.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.i.ii.iii.I.II.III.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 must 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.)I.II.III.IV.V.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.I.II.III.IV.V.VI.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 should 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 shall also be sent to the Stock Exchanges
along with the annual returns filed by the company.Schedule
of Implementation:The
above amendments to the listing agreement have to be implemented as per
schedule of implementation given below: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 recommendations, 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 crore and
above, or networth of Rs 25 crore 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 crore and aboveAs
regards the non-mandatory requirement 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.50.
Companies shall mandatorily comply with all the Accounting Standards issued by
ICAI from time to time