COMPLIANCES UNDER LISTING AGREEMENT

Listing of Securities on Indian Stock Exchange is essentially governed by the

provisions in the Companies Act, 1956, the Securities Contracts (Regulation) Act,
1956, the Securities Contracts (Regulation) Rules, 1957, Rules, bye laws, regulations
of concerned stock exchange, the listing agreement entered into by the issuer and
stock exchange and circulars/guidelines issued by the Central Government and SEBI.

COMPLIANCES UNDER THE LISTING AGREEMENT

Major Compliance ought to be followed pursuant to the Listing Agreement are given
hereunder:

Reference Subject Matter Requirements

Clause 1 Share allotment – Rejection letters if any, to be posted
Regret Letters – simultaneously with allotment letters.
Notification in Press - OR
Publish in English morning daily newspaper the
next day to the date of dispatch of letters of
allotment
Clause 13 Notification of any (a) Notify any attachment or prohibitory orders
attachment or restraining transfer of securities.
prohibiting orders (b) Furnish particulars of the number of securities
against transfer of so affected, the distinctive numbers of such
securities securities and the names of the registered holder
thereof.
Clause 16 Book closure/Record (a) Atleast once in a year the books Date should
Date be closed.
(b) Gap between two book closures and/or record
dates would be atleast 30 days.
© Intimate atleast 21 days (15 days in case of
demat shares) before book closure/record date.
(d) Intimate atleast 30 days before corporate
actions like mergers, de-mergers, splits and Bonus
shares in case of Company whose stock
derivatives are available or whose shock form part
of an Index or which derivatives are available.
Clause 19 Convening of a Board (a) Intimate atleast 7 days in advance about the
Meeting for convening of a board meeting to decide the
Declaration/Decision matters (a) to (g) alongside. No prior intimation is
regarding: required about board meeting in respect of issue
(a) Dividend of bonus shares if the issue is not in the Agenda of
(b) Bonus shares if board meeting.
forming part of
Agenda. (b) Undertakes to recommend to declare all
© Issue of rights dividend and/or cash bonuses at least 5 days
shares before the commencement of the closure of its
(d) Issue of transfer books or the record date fixed for that
convertible purpose.
debentures
(e) Issue of
debentures carrying a
right to subscribe to
equity shares.
(f) Passing over of
 dividend.
(g) Buy-back of
securities.

Clause Decision regarding Furnish information to the Stock Exchanges within

20& 22 declaration of 15 minutes of thte closure of the Board Meeting.
dividend, bonus
interest payment buy-
back of securities,
rights, re-issue of
forfeited shares, calls
to be made.
Clause 21 Payment of dividend Intimate atleast 21 days in advance, of the date
on shares, interest on on and from which the amounts will be paid.
debentures / bonds,
redemption amount of
redeemable shares or
debentures/bonds
Clause 25 Granting options to Notify all the Listed Exchanges
purchase any shares (a) No. of shares covered by such options, of the
of the Company terms thereof and of the time within which they
may be exercised.
(b) Subsequent changes or cancellation or
exercise of such options.
Clause 27 Any action resulting in Notify all the listed exchanges: (a) of Such action,
redemption, or (b) of intention to make a drawing.
cancellation or Simultaneously intimate the date of the withdrawl
retirement in whole or and the period of closing of transfer books (or the
in part of listed date of striking of the balance) for the drawing,
securities, or intention and © of the amount of securities outstanding
to make withdrawal of after the drawing
such securities
Clause 28 Change in the form or (a) Give 21 days prior notice to the exchange. 9b)
nature of listed Apply to exchange for listing of the securities as
securities or change in changed, if exchange so requires.
the rights / privileges
thereof
Clause 29 (a) Change in general Promptly notify the exchange of these changes.
& 30 characters or nature
of Company’s
business
(b) Change in the
Companies Directors
© Change of
Managing Director
(d) Change of Auditors

Clause 31 Further issue of To forward to the exchange six copies of the

Securities & other Annual Reports, notices, resolutions and circulars
documents to be relating to new issue of capital, three copies of all
forwarded the notices, call letters etc. Including notices of
meeting convened under section 391 or section
394 read with section 391 of the Companies Act,
1956, copy of the proceeding at all AGM and EGM
of the Company, three copies of all notices,
 Circulars, etc., issued or advertised in the press
either by the Company, or by Company which the
Company proposes to absorb or with which the
Company proposes to merger 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.
Clause 32 Cash Flow Statement (a) Companies to prepare Cash Flow Statement in
in the Annual Report, accordance with AS-3 of ICAI and present it under
Consolidated Financial the indirect method.
Statement and related Unabridged Annual Report to be sent to member
party disclosures of listed exchange on his request. Company will
publish Consolidated Financial Statements duly
audited bys the statutory auditors and file the
same with Stock Exchange.
(b) Company will also make related party
disclosures in its Annual Reports.
Clause 35 Shareholding pattern File with the exchange the share-holding pattern
containing details of in the prescribed form within 21 days from the
promoters holding and end of the quarter on a quarterly basis.
non-promoters holding
Clause 36 Decision regarding Immediately disclose all material information
issue of shares, simultaneously to all the Stock Exchanges, where
alteration of shares, the Securities of the Company are listed.
cancellation of
declared dividend,
merger,
amalgamation, de-
merger, hiving off,
voluntary delisting
and other material
decisions.
Clause Conditions for a. To maintain on a continuous basis, public
40A & 40B continued listing and shareholding of at least 25% of the total number
Takeover offer of issued shares.
b. To maintain on a continuous basis, public
shareholding of at least 10% where the company
offers or has in the past offered a particular class
or kind of its shares to the public to the extent of
at least 10%
c. To maintain on a continuous basis, public
shareholding of at least 10% if the number of
outstanding listed shares of any class or kind of
the company are two crore or more and the
market capitalization of such company in respect
of shares of such class or kind is Rs.1000 crores or
more.
d. to increase public shareholding to 25% pr 10%,
as the case may be, within such period as may be
approved Specified Stock Exchange (SSE) but not
exceeding two year if the public shareholding is
less than 25% or 10%, as the case may be.
e. Not to dilute in any ways its public
shareholding or not to make any allotment of its
 shares to its promoters or entities belonging to its
promoter group except for supervening
extraordinary events, including, but not limited to
events specified below.
(i) Issuance or transfer of shares in compliance
with directions of a regulatory or statutory
authority or court or tribunal;
(ii) Issuance or transfer of shares in compliance
with the SEBI (Substantial Acquisition of Share and
Takeovers) Regulations, 1997;
(iii) RE-organization of capital by way of a scheme
of arrangement; and
(iv) Issuance or transfer of shares under a
restructuring plan approved in compliance with
the Corporate Debt Restructuring System laid
down by the Reserve Bank of India,
f. Not to make any offer to buyback its shares or
buy its shares for the purpose of making
sponsored issuance of depository receipts or take
any other step, including issuance of depository
receipts, if it results in reducing the public
shareholding below the minimum level of 25% or
10%, as the case may be.

Clause 41 Un-audited financial (a). To inform stock exchanges at least 7 days in

results advance the board meeting fixed for taking on
record quarterly un-audited financial results.
(b). To advertise at least 7 days in advance in at
least one national newspaper in English and in
regional language, the day of board meeting or
sub-committee meeting convened for considering
quarterly un-audited financial results.
©. To furnish to the stock exchanges on a
quarterly basis in the prescribed proforma within 3
months form the end of the quarter.
(d). To inform within 15 minutes of the closure of
the board meeting or subcommittee meeting, the
placing of unaudited financial results.
(e) The board of the company to take on record
the un-audited financial results and it should be
signed by Managing Director / Director.
(f) To advertise the un-audited financial results
within 48 hours in newspapers in English and in
regional language.
(g). In the case of results for the last quarter of
the financial year, if the Company intimate in
advance to the stock exchange that it will publish
audited results within 3 months from the end of
the financial year, there is no need for publishing
or furnishing to stock exchanges, un-audited
results for the last quarter.
Half - yearly results (a) Half-yearly results shall, besides being
and Limited Review approved by Board, be subject to a Limited
Report by auditors. Review by the statutory auditors and shall be
submitted to Stock Exchanges within 2 months
 after the close of each half year along with Review
Report.
(b) If the deviation is 20% or more, the Company
shall send an explanatory statement to Stock
Exchanges along with Review Report.

Auditors Qualification To disclose audit qualification along with audited

Quarterly reporting of financial results with explanatory statement. The
Segment wise Segment report should be furnished in the
Revenue, results and prescribed format along with quarterly un-audited
Capital Employed. financial results.

Consolidated Option is available to publish consolidated results

Quarterly Financial in addition to un-audited quarterly financial results
results of parent of the parent Company.
company

Annual Results To be published in the same format as prescribed

Change of name due for quarterly results.
to new activity Company to disclose turnover and income from
Explanation regarding new activity for a period of 3 years along with
variations in utilization quarterly results.
of funds and (i) Furnish on a quarterly basis to the Stock
profitability. Exchanges a statement indicating variations
between actual utilization of funds/actual
profitability and projected.
Utilization of funds/projected profitability. The
projections referred above connote the projections
given in an offer document/explanatory statement
for the purpose of issue of Securities.
(ii) Such statement regarding variation is required
to be furnished for all the years for which
projections were given in the offer document
explanatory statement.
(iii) Publish in newspapers such statement
simultaneously with publication of
unaudited/audited financial results as required
under Clause 41.
(iv) furnish such statement also by way of
advertisement and also in Director’s Report if the
variations are material.

Clause 47 Appointment of Appoint a Company Secretary to act as

Company Secretary as compliance officer responsible for monitoring the
Compliance officer Share Transfer process and report to the
Company’s Board in each Meeting. Compliance
office will directly liase with the authorities such
as SEBI, Stock Exchange, ROC etc. and investors
with respect to implementation of various clauses,
rules, regulations and other directives of such
authorities and investor service and compliances
of related matter.

(i) Obtain certificate form Company Secretary in

Registration of share Practice, on half yearly basis, that the securities
 Transfer lodged for transfer have been registered and
dispatched within 30 days form the date of
lodgment with the Company within 15 days form
the end of half year.
(ii) Send a copy of the same within 24 hrs form
the time of receipt to all listed exchanges.
(iii) Intimate all the exchanges within 48hrs from
the time of receipt of information of loss of
certificate/closure time of Board (Committee)
meeting.
Clause 49 Corporate Governance a. Board of Directors and composition of Board.
b. Code of Conduct of directors to be published on
the website.
c. Audit Committee and its composition and
frequency of its meeting.
d. Mandatory review of certain information by
Audit Committee.
e. Subsidiary Companies.
f. Disclosures
g. CEO/CFO Certification
h. Report on Corporate Governance, Quarterly
compliance report
i. Compliance
Clause 50 Accounting Standards Company should comply with all the accounting
standards issued by the Institute of Chartered
Accountants of India.
Clause 51 EDIFAR (Electronic Filing of information in the EDIFAR system in
Date Information Filing formats as prescribed by SEBI
and Retrival)
ROLE OF COMPANY SECRETARY:

Company Secretary is the Compliance Officer of the company who is

responsible for monitoring the share transfer process and report to the
Company’s Board in each meeting. The Compliance Officer directly
liaises with the authorities such as SEBI, Stock Exchanges, ROCs and
investors with respect to implementation of various clauses, rules,
regulations and other directives of such authorities and investor
service and compliances of related matters. The management and
compliance is the responsibility of employer Company Secretary.

The Company may undertake a transaction specific audit such as Audit

under listing agreement form a Company Secretary in Practice, an
independent professional, to ensure compliance of all applicable rules,
regulations, guidelines etc. issued by regulatory authorities.