Nse Listing Agreement Part Iii - Legal Draft

EDIFAR FILING1.

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.Annexure

1Information

to be placed before board of directors1. Annual operating

plans and budgets and any updates.1. Capital budgets and

any updates.2. Quarterly results for

the company and its operating divisions or business segments.3. Minutes of meetings

of audit committee and other committees of the board.4. 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.5. Show cause, demand,

prosecution notices and penalty notices which are materially important.6. Fatal or serious

accidents, dangerous occurrences, any material effluent or pollution problems.7. Any material default

in financial obligations to and by the company, or substantial non-payment for

goods sold by the company.8. 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.9. Details of any joint

venture or collaboration agreement.10. Transactions that

involve substantial payment towards goodwill, brand equity, or intellectual

property.11. 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.12. Sale of material

nature, of investments, subsidiaries, assets, which is not in normal course of

business.13. Quarterly details of

foreign exchange exposures and the steps taken by management to limit the risks

of adverse exchange rate movement, if material.14. 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

2Suggested

list of items to be included in the report on corporate governance in the

annual report of companies1. A brief statement on

company's philosophy on code of governance.2. 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

- 3Non-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

Committeei.

The

board should set up a remuneration committee to determine on their behalf and

on behalf of the shareholders with agreed terms of reference, the company's

policy on specific remuneration packages for executive directors including

pension rights and any compensation payment.ii.

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.iii.

All

the members of the remuneration committee should be present at the meeting.iv.

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.a.b.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:a. Matters relating to

alteration in the memorandum of association of the company like changes in

name, objects, address of registered office etc;b. Sale of whole or

substantially the whole of the undertaking;c. Sale of investments

in the companies, where the shareholding or the voting rights of the company

exceeds 25%;d. Making a further issue

of shares through preferential allotment or private placement basis;e. Corporate

restructuring;f. Entering a new

business area not germane to the existing business of the company;g. Variation in rights

attached to class of securities;h. Matters relating to change

in managementPROVIDED

ALWAYS AND THE ISSUER HEREBY IRREVOCABLY AGREES AND DECLARES THAT unless the

NSE agrees otherwise the Issuer will not without the previous permission in

writing of the Central Government/SEBI withdraw its adherence to this agreement

for listing its securities.AND

THE ISSUER HEREBY FURTHER AGREES AND DECLARES THAT any of its securities listed

on the NSE shall remain on the list entirely at the pleasure of the NSE AND

THAT nothing herein contained shall restrict or be deemed to restrict the right

of the NSE to suspend or remove from the list the said securities at any time

and for any reason which the NSE considers proper in its absolute discretion.

If the Issuer fails to comply with the provisions of the listing agreement or relevant

Acts or provisions prescribed by the Statutory and Regulatory Bodies, the NSE

has the right to take suitable action as it deems fit including levy of

fines/penalties, suspension of security for dealings and delistings.IN

WITNESS WHEREOF the Issuer has caused these presents to be executed and its

Common Seal to be hereunto affixed as of the day and year first above written.The

common seal of.............................................................................................................................................................was

hereunto affixed pursuant to a resolution passed at a meeting Signature of the

Board of Directors of the company held on...................day of........................,........in

the presence of *..........*Signature.................................................................................................(Name

& Designation)As

required in the Articles of Association of the CompanySchedule IIssuer's listed

Securities(for shares only)Kind

of Security (Shares)Numbers

IssuedNominal

Value Per share Rs.Paid-up

Value Per Share Rs.Total

Nominal Value Rs.Total

Paid-up Value Rs.Distinctive

NumbersSchedule IIIssuer's listed

Securities(for securities other

than shares)Kind

of SecurityAmount

(Rs.)Unit

(Rs.)Rate

of Interest %Interest

due DateDate

of RedemptionDistinctive

NumbersSchedule IIILISTING FEESSr. No. Particulars

Amount (Rs.)Sr. No.ParticularsAmount (Rs.)1.Initial

Listing Fees75002.Annual Listing Feesa. Companies with paid

up Share and /or debenture capital of Rs. 1 Croreb. Above Rs. 1 Crore

and upto Rs.5 Croresc. Above Rs. 5 Crore

and upto Rs.10 Croresd. Above Rs. 10 Crore

and upto Rs.20 Crorese. Above Rs. 20 Crore

and upto Rs.50 Croresf. Above Rs. 50 Crores4200840014000280004200070000Companies

which have a paid up capital of more than Rs. 50 crores will pay additional

listing fees of Rs. 1400 for every increase of Rs. 5 crores or part thereof in

the paid up share/debenture capital. In case of annual listing fee, they will

be reduced by 50% for the companies which are non - regional for the exchange.Please

draw your Cheques/Demand Drafts favouring National Stock Exchange of India

Limited payable at Mumbai.Schedule IVFormat for

Electronic Upload - Corporate ActionsFieldsFormatChecksSymbolX

(10)As

allotted by the ExchangeSeriesX

(2)As

allotted by the Exchange eg. EQ, N1, N2, P1, P2, etc.Book

Closure / Record DateX

(1)To

indicate Book Closure (B) / Record Date (R)BC

Start DateDD-MMM-YYYYBC

End DateDD-MMM-YYYYRecord

DateDD-MMM-YYYYPurposeX

(25)The

detailed purpose can be given by way of notesCorporate

Action Type*

As given belowThe

different types of CA are given below.Corporate

Action Type*

As given belowIn

case there are more than one type the 2nd row is used.Dividend

(%)X

(N)Dividend

TypeInterim

/ FinalDividend

for Financial Year FromDD-MMM-YYYYDividend

for Financial Year ToDD-MMM-YYYYMeetings

(AGM) DateDD-MMM-YYYYIssue

of Securities - BonusX

(N)X

(N) Ratio of Bonus Issue, if the CA is for BonusIssue

of Securities - RightsEQIf

the Rights issue is of Equity shares, the information is required to be

enteredIssue

of Securities - RightsX

(N)X(N)

Ratio of Rights Issue, if the CA is for RightsIssue

of Securities - RightsX

(N)Issue

Price including premiumInterest

(%)X

(N)Interest

From DateDD-MMM-YYYYInterest

To DateDD-MMM-YYYYMerger

/ Hive OffX

(N)X(N)

Ratio of Merger / AmalgamationSplit

/ Sub DivisionX

(N)X(N)

Ratio of Split / Sub Division*

Corporate ActionBonusAny

of the following Corporation Action Types have to be selectedComposite

ActionConsolidationCalls

on SecuritiesConversionDividendInterestMerger

/ Hive OffMeetingsOthersPreferential

OfferReduction

in CapitalRedemptionRightsSplit

/ Sub DivisionSchedule VFormat for Electronic

Upload - Financial ResultsFieldsFormatChecksSymbolX

(10)As

allotted by the ExchangeFrom

DateDD-MMM-YYYYTo

DateDD-MMM-YYYYResult

TypeX

(1)To

indicate Audited, Unaudited or Project statusPeriod

TypeX

(2)To

indicate whether the results are AN(Annual), Q1(1st Qtr), Q2 (2nd Qtr), Q3

(3rd Qtr), Q4 (4th Qtr), OT (Others), H1 (1st Half), H2 (2nd Half)Cumulative

/ Non CumulativeX

(1) (C or N)To

indicate whether the results are cumulative / non cumulative i.e. Q3 - N will

be results for 3 months and not for 9 months1.Net

Sales / Income from OperationsRs.

in lakhs2.Other

IncomeRs.

in lakhs3.Total

ExpenditureRs.

in lakhsa)

Increase / decrease in stock in tradeRs.

in lakhsb)

Consumption of raw materialsRs.

in lakhsc)

Staff costRs.

in lakhsd)

Other expenditure(Any other item exceeding 10% of the total expenditure to be

shown separately)Rs.

in lakhs4.InterestRs.

in lakhs5.DepreciationRs.

in lakhs6.Profit

(+)/ Loss(-) before tax (1+2-3-4-5)Rs.

in lakhs7.Provision

for TaxationRs.

in lakhs8.Net

Profit (+)/ Loss (-) (6-7)Rs.

in lakhs9.Paid-up

equity share capitalRs.

in lakhs10.Reserves

excluding revaluation reserves (as per balance sheet) of previous accounting

year to be given in column (5)Rs.

in lakhs11.Basic

and diluted EPS for the period, for the year to date and for the previous

year (not to be annualised)In

RupeesNote:Please

adhere to the above format as the same will be directly uploadedPlease

provide the results on a quarterly basis (except the Annual) Eg. For the 3rd

quarter give the results for the 3rd quarter only as against the entire 9

months.