Note:  To be stamped as an agreement - please use Non-Judicial stamp paper of Rs.100/- or the value prevailing in your State, whichever is higher (Please type the following on the Stamp Paper as the first page and sign)

 

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APPENDIX F

 

LISTING AGREEMENT

This Non-Judicial Stamp Paper of Rs............... forms part and parcel of this Listing agreement with National  Stock Exchange  of  India  Limited  executed  by  ________________________________________________________________________ on ________________________________________ , day of ________________ , _____ .

 

 

 

 

(Authorised Signatory)

 

 

 

 

 

 

 

 

LISTING AGREEMENT

 

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’).

Witnesseth

 

WHEREAS 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:

 

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 indemnity

 

4. 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; and

b) 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 Articles 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.

 

12A (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.

(1a) 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.

 

(1b) The Issuer agrees that any claim, difference or dispute arising out of Clause 12 (1a) may be referred to and decided by arbitration as provided in the Bye-Laws and Regulations of the Exchange. The issuer further agrees to actively participate in any arbitral proceeding so initiated and comply with the arbitration award.

 

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.

 

(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; or

b) 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 twenty one 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 twenty one days  to fifteen 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.

 

The Company on whose stocks, derivatives are available or whose stocks form part of an index on which derivatives are available, shall give a notice period of 30 days to stock exchanges for corporate actions like mergers, de-mergers, splits and bonus shares.

 

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.

 

19a) 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 (cmlist@nse.co.in)

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 (cmlist@nse.co.in):

 

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 (cmlist@nse.co.in):

 

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 company agrees to obtain ‘in-principle’ approval for listing from the exchanges having nationwide trading terminals where it is listed, before issuing further shares or securities.  Where the company is not listed on any exchange having nationwide trading terminals, it agrees to obtain such ‘in-principle’ approval from all the exchanges in which it is listed before issuing further shares or securities. The company also agrees to make an application to the Exchange 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;

and

ii) 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.

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.

f) The company agrees that it shall file any scheme/petition proposed to be filed before any Court or Tribunal under sections 391, 394 and 101 of the Companies Act, 1956, with the stock exchange, for approval, at least a month before it is presented to the Court or Tribunal.

(g) The company agrees to ensure that any scheme of arrangement/ amalgamation/ merger/ reconstruction/ reduction of capital, etc., to be presented to any Court or Tribunal does not in any way violate, override or circumscribe the provisions of securities laws or the stock exchange requirements.

(h) Explanation: For the purposes of this sub-clause, ‘securities laws’ mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc. made under these Acts and the Listing Agreement.

(i) The  company agrees that in the explanatory statement forwarded by it to the shareholders u/s 393 or accompanying a proposed resolution to be passed u/s 100 of the  Companies Act, it shall disclose the pre and post-arrangement or amalgamation (expected) capital structure and shareholding pattern.

 

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.

 

26. Unless the terms of 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 including notices of meetings convened u/s 391 or section 394 read with section 391 of the Companies Act, 1956, together with Annexures thereto, at the same time as they are sent to the shareholders, debenture holders or creditors or any class of them 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 mandatory 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 Report

ii) In case the securities are suspended from trading, the Directors Report should explain the reason thereof

iii) 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.

 

iv) The following disclosure requirements are prescribed for the listed companies in the annual accounts of the company.

S.No

In the accounts of

Disclosures of amounts at the year end and the maximum amount of loans/ advances/ investments outstanding during the year.

1.

Parent

·         Loans and advances in the nature of loans to subsidiaries by name and amount.

·         Loans and advances in the nature of loans to associates by name and amount

·         Loans and advances in the nature of loans where there is

(i)         no repayment schedule or repayment  

 beyond seven years or

    (ii)     no interest or interest below section 372A of Companies Act by name and amount.

·         Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount

2

Subsidiary

Same disclosures as applicable to the parent company in the accounts of subsidiary company.

3

Parent

Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.

 

Note: 1) For the purpose of the above disclosures the terms "parent" and "subsidiary" shall have the same meaning as defined in the Accounting Standard on Consolidated Financial Statement (AS21) issued by ICAI.

2) For the purpose of the above disclosures the terms ‘Associate’ and ‘Related Party’ shall have the same meaning as defined in the Accounting Standard on "Related Party Disclosures (AS 18)" issued by ICAI

3) For the purpose of above disclosures directors interest shall have the same meaning as given in Sec 299 of Companies Act.

The above disclosures shall be applicable to all listed companies except for listed banks.

 

If the company has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name.

Provided that tax expense shall be allocated between the said new line of business and other business of the company in the ratio of the respective figures of net profit before tax, subject to any exemption, deduction or concession available under the tax laws.

 

Frequent change of names by listed companies

All listed companies which decide to change their names shall be required to comply with the following conditions:

1.         A time period of at least 1 year should have elapsed from the last name change.

 

2.         At least 50% of its total revenue in the preceding 1 year period should have been accounted for by the new activity suggested by the new name.

 

The new name along with the old name shall be disclosed through the web sites of the respective stock exchange/s where the company is listed and also through the EDIFAR web site for a continuous period of one year, from the date of the last name change.

 

 

33. The Issuer will 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 the following details with the Exchange on a quarterly basis, within 21 days from the end of each quarter, in the format specified as under:

 

(I)(a)    Statement showing Shareholding Pattern

 

Name of the Company:

Scrip Code:

Quarter ended:

 

Cate-gory code

Category of shareholder

Number of shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

As a percentage of (A+B)[1][1]

As a percentage of (A+B+C)

(A)

Shareholding of Promoter and Promoter Group[2][2]

 

 

 

   

 

(1)

Indian

 

 

 

 

 

(a)

Individuals/ Hindu Undivided Family

 

 

 

 

 

(b)

Central Government/ State Government(s)

 

 

 

 

 

(c)

Bodies Corporate

 

 

 

 

 

(d)

Financial Institutions/ Banks

 

 

 

 

 

(e)

Any Other

(specify)

 

 

 

 

 

 

Sub-Total (A)(1)

 

 

 

 

 

(2)

Foreign

 

 

 

 

 

(a)

Individuals (Non-Resident Individuals/ Foreign Individuals)

 

 

 

 

 

(b)

Bodies Corporate

 

 

 

 

 

(c)

Institutions  

 

 

 

 

 

(d)

Any Other  (specify)

 

 

 

 

 

 

Sub-Total (A)(2)

 

 

 

 

 

 

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

 

 

 

 

 

(B)

Public shareholding[3][3] 

 

 

 

 

 

(1)

Institutions

 

 

 

 

 

(a)

Mutual Funds/ UTI

 

 

 

 

 

(b)

Financial Institutions/ Banks

 

 

 

 

 

(c)

Central Government/ State Government(s)

 

 

 

 

 

(d)

Venture Capital Funds

 

 

 

 

 

(e)

Insurance Companies

 

 

 

 

 

(f)

Foreign Institutional Investors

 

 

 

 

 

(g)

Foreign Venture Capital Investors

 

 

 

 

 

(h)

Any Other (specify)

 

 

 

 

 

 

Sub-Total (B)(1)

 

 

 

 

 

(2)

Non-institutions