TaxTMI 
TaxTMI 
Conditions of listing for issuers seeking listing on SME Exchange - Model SME Equity Listing Agreement
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....e, is specified through this circular. 2. The full text of "Model Equity Listing Agreement - for SME Exchange" is given at Annexure A. This agreement shall be executed for listing of specified securities issued or migrated on SME exchange, in terms of Chapter XA of the SEBI (ICDR) Regulations. 3. Certain relaxations are provided to the issuers whose securities are listed on SME exchange in comparison to the listing requirements in Main Board, which inter-alia include the following: a. Companies listed on the SME exchange may send to their shareholders, a statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to section 219 of the Companies Act, 1956, instead of sending a full Annual Report; b. Periodical financial results may be submitted on "half yearly basis", instead of "quarterly basis" and c. SMEs need not publish their financial results, as required in the Main Board and can make it available on their website. 4. The above listing conditions are specified in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India ....
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....nge having agreed to list the said securities, the Issuer hereby covenants and agrees with the Stock Exchange as follows: 1. The Issuer agrees: a. that letters of allotment will be issued simultaneously and that in the event of its being impossible to issue letters of regret at the same time, a notice to that effect will be inserted 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 Page 4 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 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 Stock....
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....nations corresponding to the market units of trading or other units as may be decided by the Stock Exchangefrom 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 the Stock Exchange; e. to exchange rights' or `entitled' shares into coupons or fractional certificates when so required by the Stock Exchange; f. to issue call notices and splits and duplicates thereof in a standard form acceptable to the Stock Exchange, to forward a supply of the same promptly to the Stock Exchange 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 the Stock Exchange 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 rene....
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....ting rights on such shares shall remain frozen till the rightful owner claims the shares. g. The issuer shall disclose the following details in its Annual Report, as long as there are shares in the suspense account: i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year; iii. Number of shareholders to whom shares were transferred from suspense account during the year: iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; v. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. 7. The Issuer will, if so required by the stock exchange, 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 for the within mentioned Certificate/Allotment Letter No. securities is Page 7 of 83 G....
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....t of transfer is in any usual or common form approved by the stock exchange; and Page 8 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 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 the Stock Exchangeor an official of Clearing House as provided herein. and c. the transferee(s) furnish a copy of their PAN card to the Issuer/RTA's for registration of transfer of shares, for securities market transactions and off-market / private transactions involving transfer of shares in physical form. 13. On lodgment of the proper documents, the Issuer agrees that it will register transfers of its securities in the name of the transferee except: 14. a. when the transferee is, in exceptional circumstances, not appr....
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....he arbitration award. d. In addition, the Issuer 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. e. The Issuer 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. 15. The Issuer will promptly notify the Stock Exchange of any attachment or prohibitory orders restraining the Issuer from transferring securities out of the names of the registered holders and furnish to the Stock Exchange particulars of the numbers of securities so affected, the distinctive numbers of such securities and the names of the registered holders thereof. 16. If, in view of the volume of business in the listed securities of the Issuer, the Stoc....
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.... 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. The Issuer further agrees to ensure that the time gap between two book closures and record dates would be atleast 30 days. b. The Issuer 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 atleast 7 working days to stock exchanges for corporate actions like mergers, de-mergers, splits and bonus shares. 19. 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 13 will register such transfers forthwith; and unless the Stock Exchange 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. 20. a. The Issuer will notify the Stock Exchange at least 2 worki....
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....erest 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 the Stock Exchange 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 the Stock Exchange 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. Page 12 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India b. Wherever possible, the Issuer shall use the facility of ECS/ RTGS/ NEFT for payment of dividends. 24. 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 Issuer is listed, (within 15 minutes of the clo....
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.... 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. a. The Issuer 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 Issuer 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 Issuer also agrees to make an application to the Stock Exchange for the listing of any new issue of ....
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....Court or Tribunal does not in any way violate, override or circumscribe the provisions of securities laws or the Stock Exchange requirements. 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", h. The Issuer agrees that in the explanatory statement forwarded by it to the shareholders u/s 393 or a proposed resolution to be passed u/s 100 of the Companies Act, 1956 it shall disclose the pre and post-arrangement or amalgamation (expected) capital structure and shareholding pattern and the "fairness opinion' obtained from independent merchant bankers on valuation of assets / shares done by the valuer for the Issuer and the unlisted company; i. The Issuer agrees that, while filing for approval any draft Scheme of amalgamation / merger / reconstruction, etc. with the stock exchange under sub-clause (f), it shall also file an audi....
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.... 31. The Issuer will promptly notify the Stock Exchange of any proposed change in the general character or nature of its business. 32. The Issuer will promptly notify the Stock Exchange: 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; Page 16 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India c. of any change of Auditors appointed to audit the books and accounts of the Issuer. 33. The Issuer shall display the following on its website and forward a copy of the following, to the Stock Exchange, promptly and without application,: 34. a. Statutory and Directors' Annual Reports, Complete Balance Sheets and Profits & Loss Accounts and of all periodical and special reports as soon as they are issued b. all notices, resolutions and circulars relating to new issue of capital prior to their dispatch to the shareholders; c. all the no....
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.... addition to the individual financial statements. Audit of Consolidated Financial Statements by the statutory auditors of the Issuer shall be mandatory. e. Related Party Disclosures: Issuer shall make disclosures in compliance with the Accounting Standard on "Related Party Disclosures" in the annual reports. f. 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 exchanges at which the Issuer's securities are listed and also confirm that Annual Listing Fee has been paid to each of such stock exchanges. g. The following disclosure requirements are prescribed for the listed companies in the annual accounts of the Issuer. In the accounts Disclosures of amounts at the year end and of the maximum amount of loans/ advances/ investments outstanding during the year. Parent Loans and advances in the nature of loans to subsi....
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.... i. 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. 35. The Issuer will forward to the Stock Exchange copies of all notices sent to its shareholders with respect to amendments to its Memorandum and Articles of Association and will file with the Stock Exchange six copies (one of which will Page 19 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India be certified) of such amendments as soon as they shall have been adopted by the Issuer in general meeting. 36. 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 excep....
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....ivided Family 1 For determining public shareholding for the purpose of Clause 42. 2 For definitions of "Promoter" and "Promoter Group", refer to Clause 42 Page 21 of 83 Cate-Category gory shareholder code GB of Number à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India of Total Number of Total shareholding as Shares Pledged or otherwise shareholder number shares held in a percentage of totalencumbered dematerialize number of shares shares d form S of As a As a Number of As a percentage percentag percentage Shares e of (A+B) of (A+B+C) (1) (11) (III) (IV) (V) (VI) (VII) (VIII) |(IX) = (VIII)/(IV) * 100 (b) Central (c) Government/ State Government(s) Bodies Corporate (d) Financial (e) 27 (2) (a) Institutions/ Banks Any Other (specify) Sub-Total (A)(1) Foreign Individuals (Non-Resident Individuals/ Foreign Page 22 of 83 Cate-Category gory shareholder code ....
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....d dematerialize number of shares S of shares d form As aAs a Number of As a percentage percentag percentage Shares e of (A+B) of (A+B+C) (1) (11) (III) (IV) (V) (VI) (VII) (VIII) |(IX) = (VIII) / (IV) * 100 (g) Foreign Venture Capital Investors (h) Nominated investors (as defined in Chapter XA of SEBI (ICDR) Regulations) (i) Market Makers (h) Any Other (specify) (2) Sub-Total (B)(1) Non- institutions (a) Bodies Page 25 of 83 N.A N.A Cate-Category gory shareholder code GB of Number à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India of Total Number of Total shareholding as Shares Pledged or otherwise shareholder number shares held in a percentage of totalencumbered dematerialize number of shares S of shares d form As a As a Number of As a percentage percentag percentage Shares e of (A+B) of (A+B+C) (1) (11) (III) (IV) (V) ....
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....} Page 28 of 83 (I)(d) GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Statement showing details of locked-in shares Sr. Name of No. shareholder the Number of Locked-in shares as a percentage of total number of locked-in shares {i.e., Grand Total (A)+(B)+(C) indicated in shares Statement at para (I)(a) above} 1. 2. TOTAL (II)(a) Statement showing details of Depository Receipts (DRs) Sr. Type No. outstanding of Number of Number of Shares underlying outstanding DRs as a DR outstanding shares percentage of total number of shares underlying {i.e., Grand Total (A)+(B)+(C) indicated outstanding in Statement at para (I)(a) above} (ADRs, GDRs, DRs SDRs, etc.) 1. 2. DRS TOTAL (II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total number of shares Sr. Name Type of Number No. of the outstanding shares DR DR (ADRs, underlying Holder GDRs, SDRs, outstanding ....
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....akers Any Other (specify) Sub-Total (B)(1) Non-institutions Bodies Corporate Individuals - i. Individual shareholders holding nominal share capital up to Rs. 1 lakh. ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. (c) Any (specify) Others GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) (C) Shares held by Page 32 of 83 Custodians and against which Depository GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Receipts have been issued GRAND TOTAL (A)+(B)+(C) Page 33 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिà¤....
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....tions of Commercial Production/Commercial The issuer will promptly notify the Stock Exchange the commencement of commercial/production or the commencement of commercial operations of any unit/division where revenue from the unit/division for a full year of production or operations is estimated to be not less than ten per cent of the revenues of the Issuer for the year. • Developments with respect to pricing/realisation arising out of change in the regulatory framework The Issuer will promptly inform the Stock Exchange of the developments with respect to pricing of or in realisation on its goods or services (which Page 34 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India are subject to price or distribution, control/restriction by the Government or other statutory authorities, whether by way of quota, fixed rate of return, or otherwise) arising out of modification or change in Government's or other authorities' policies provided the change can....
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.... à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India the Issuer's interest a special submission to that effect may be made for the consideration of the Stock Exchange when furnishing the information. a. Payment of Listing Fees to the Exchange: The Issuer agrees that as soon as its Securities are listed on Stock Exchnage, it will pay to the Stock Exchange an initial listing fee as prescribed in Schedule III annexed hereto and made a part thereof, and that thereafter, so long as the Securities continue to be listed on Stock Exchange, it will pay to Stock Exchange on or before April 30, in each year an Annual Listing Fee computed on the basis of the capital of the Issuer as on March 31 and worked out as provided in Schedule III annexed hereto and made a part thereof. The Issuer also agrees that it shall pay the additional Annual Listing Fee, at the time of making application for listing of Securities arising out of further issue, as is computed in terms of Schedule III annexed....
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....ch class or kind is less than 25% of the total number of issued shares of such class or kind, the Issuer agrees not to dilute in any way its public shareholding, except for supervening extraordinary events, including, but not limited to events specified in sub-clause (iv) of Clause 42, with the prior approval of the SSE. The Issuer agrees not to make any allotment of its shares to its promoters or entities belonging to its promoter group, except on account of supervening extraordinary events, including, but not limited to events specified in sub-clause (iv) of Clause 42, or 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%. Where the public shareholding in any class or kind of shares of a Issuer falls below the minimum level of public shareholding on account of supervening extraordinary events, including, but not limited to - issuance or transfer of shares in compliance with directions of a regulatory or statuto....
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....Provided that for the purpose of adopting methods specified at sub- clauses (c) and (d) above, the Issuer agrees to take prior approval of the SSE which may impose such conditions as it deems fit. (vii) Nothing contained in sub-clauses (i) to (v) shall apply to - (a) (b) (c) a company in respect of which reference is or has been made to the Board for Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985 or to the National Company Law Tribunal under Section 424A of the Companies Act, 1956 and such reference is pending or a company in respect of which any rehabilitation scheme is sanctioned by the Board for Industrial and Financial Reconstruction or the National Company Law Tribunal pursuant thereto and is pending full implementation or any appeal is pending regarding such reference or scheme before the Appellate Authority for Industrial and Financial Reconstruction or National Company Law Appellate Tribunal; a government company as defined under Section 617 of the Companies Act, 1956; or, an infrastructure company as defined in SEBI (Issue of Capital and Disclosure ....
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....Exchange, as may be applicable. 43. The Issuer agrees to comply with the following provisions: I) Preparation and Submission of Financial Results a) The financial results filed in compliance with this clause shall be prepared on the basis of accrual accounting policy and in accordance with uniform accounting practices adopted for all the periods. b) The Issuer shall submit its half yearly and annual financial results to the Stock Exchange in the manner prescribed in this clause. Page 39 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India c) The Issuer has an option either to submit audited or unaudited half yearly financial results to the Stock Exchange within forty-five days of end of first half year, subject to the following: (i) In case the Issuer opts to submit unaudited financial results, they shall be subjected to limited review by the statutory auditors of the Issuer (or in case of public sector undertakings, by any practicing Chartered Accountant) ....
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....statement of assets and liabilities as at the end of the half-year. However, when an Issuer opts to submit un-audited financial results for the last half of the financial year, it shall, submit a statement of assets and liabilities as at the end of the financial year only along with the audited financial results for the entire financial year, as soon as they are approved by the Board. g) The financial results covered under this sub-clause shall be submitted to the Stock Exchange within fifteen minutes of conclusion of the meeting of the Board or Committee in which they were approved pursuant to sub-clause (II), through such mode as may be specified by the Stock Exchange. h) In case the Issuer has subsidiaries and it opts to submit consolidated financial results as mentioned at (e) above, it may submit the consolidated financials as per the International Financial Reporting Standards (IFRS) notified by the International Accounting Standards Board. II) Manner of approval and authentication of the financial results a) The half yearly financial results submitted under sub-clause (I) shall be approved by the Board of Directors of ....
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....ntimation and date of the meeting)to the Stock Exchange and shall immediately display it in its website. IV) Other requirements as to financial results a) Where there is a variation between the unaudited half year or year to date financial results and the results amended pursuant to limited review for the same period, and - (i) the variation in net profit or net loss after tax is in excess of 10% or Rs. 10 lakhs, whichever is higher; or (ii) the variation in exceptional or extraordinary items is in excess of 10% or Rs.10 lakhs, whichever is higher – the Issuer shall submit to the Stock Exchange an explanation of the reasons for variations, while submitting the limited review report. The explanation of variations so submitted shall be approved by the Board of Directors: Provided that in case of results for the last half year, the above sub- clause shall apply in respect of variation, if any, between the year to date figures contained in the unaudited results and the figures contained in the annual audited results. b) If the auditor has expressed any qualification or other reservation in respect of audited financial r....
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.... sub-clause (II); (ii) the expression "amounts raised" shall mean the proceeds of any issue of shares or debentures made by the Issuer. f) The half yearly and year to date results shall be prepared in accordance with the recognition and measurement principles laid down in Accounting Standard 25 (AS 25 Interim Financial Reporting) issued by the Institute of Chartered Accountants of India (ICAI)/ Company (Accounting Standards) Rules, 2006, whichever is applicable. g) All items of income and expenditure arising out of transactions of exceptional nature shall be disclosed. Page 43 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ fak Securities and Exchange Board of India h) Extraordinary items, if any, shall be disclosed in accordance with Accounting Standard 5 (AS 5 – Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) issued by the Institute of Chartered Accountants of India (ICAI)/ Company (Accounting Standards) Rules, 2006, whichever is applica....
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....ि और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India disposed of during the half yearly and those remaining unresolved at the end of the half yearly. V) Formats a) The half yearly financial results shall be in the format given in Annexure I. b) Issuers engaged in manufacturing, trading and service, which have followed functional (secondary) classification of expenditure in the annual profit and loss account published in the most recent annual report or which proposed to follow such classification for the current financial year, may furnish half yearly financial results in the alternative format given in Annexure II. The alternative format can be used only if such format is used consistently from the first half year of the financial year. c) Consolidated financial results shall be in the same format as is applicable to stand-alone financial results. Additionally, details relating to minority interest, share of associates and other related items shall be separately given as additional row items. d) Annual audited financial results shall be in the forma....
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.... mentioned at item (c). Page 46 of 83 ANNEXURE I TO CLAUSE 43 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Format for submitting the half yearly financial results Particulars 6 ended (dd/mm/yyyy) months Corresponding 6 Year to date months ended in figures the previous current year for (dd/mm/yyyy) period ended (dd/mm/yyyy) Audited/ Audited/ Audited/ Unaudited* Unaudited* Unaudited* from (a) Net Sales/Income Operations (b) Other Operating Income 2. Expenditure a. Increase/decrease in stock in trade and work in progress b. Consumption of raw materials c. Purchase of traded goods d. Employees cost e. Depreciation f. Other expenditure g. Total (Any item exceeding 10% of the total expenditure to be shown separately) 3. Profit from Operations before Page 47 of 83 (Rs. in lakhs) Year to date figures for the previous year ended (dd/mm/yyyy Audited/ Unaudited* Previous ....
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....¿à¤®à¤¯ बोरà¥à¤¡ Securities and Exchange Board of India Annexure II to Clause 43 Format for submitting the half yearly financial results by Issuers eligible for alternative format (Rs. In Lakhs) Particulars S. No Year to date Previous ended figures for accounting the previous year ended (dd/mm/yyy 6 months Corresponding ended 6months ended (dd/mm/yy (dd/mm/yyyy) yy) in the previous year Year to date figures current period ended (dd/mm/yyyy) for y) Audited/ Unaudited* Audited/ Audited/ Unaudited* Unaudited* Audited/ Unaudited* year (dd/mm/yyyy ) Audited/ Unaudited* 1 -2 34567 812 9 10 Net Income from sales/services Cost of sales/services (a) Increase/decrease in stock in trade and work in progress (b) Consumption of raw materials (c) Purchase of traded goods (d) Other expenditure Gross Profit (1-2) General Administrative Expenses Selling and Distribution Expenses Depreciation Operating Profit before interest (3) − (4+5+6) Interest Exceptional Items Operating Profit af....
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....¥‹à¤°à¥à¤¡ Securities and Exchange Board of India Annexure III to Clause 43 Format for Reporting of Segment wise Revenue, Results and Capital Employed along with the half yearly results (Rs in Lakhs) Particulars 6 months ended Corresponding (dd/mm/yyyy) 6 months ended (dd/mm/yyyy) in the previous year for Year to date figures current period ended (dd/mm/yyyy) Audited/ Unaudited* Audited/ Audited/ Unaudited* Unaudited* Year to date Previous figures for accounting the previous year ended year ended (dd/mm/yyyy (dd/mm/yyy ) y) Audited/ Unaudited* Audited/ Unaudited* 1. Segment Revenue (net sale/income from each segment should be disclosed under this head) (a) Segment - A (b) Segment - B (c) Segment - C (d) Segment.... (e) Unallocated Total Less: Inter Segment Revenue Net sales/Income From Operations 2. Segment Results (Profit) (+)/ Loss (-) before tax and interest from Each segment)# (a) Segment A (b) Segment - B (c) Segment C (d) Segment.... Page 53 of 83 (e) Unallocated Total Less: i) Interest** ii) Other ....
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....lan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of Issuer's personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards¹ and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 43 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any material misstatement. For XYZ & Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation)² (Membership Number) Place of signature Date 1The Accounting Standards notified pursuant to the Companies (Accounting Standards) Rules, 2006 and/or Accounting St....
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....ed and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. In our opinion and to the best of our information and according to the explanations given to us these half yearly financial results as well as the year to date results: (i) are presented in accordance with the requirements of clause 43 of the Listing Agreement in this regard; and 4 Where, an Issuer is not a company. Page 56 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (ii) give a true and fair view of the net profit/ loss and other financial information for the half year ended ..(date of the half year end) as well as the year to date to results for the period from Further, we also report that we have, on the basis of the books of account and other records and information and explanations given to us by the management, also verified the number of shares as well as percentage of shareholdings in respect of aggregate amount of p....
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....ting standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of (number) subsidiaries included in the consolidated half yearly financial results and consolidated year to date results, whose consolidated interim financial statements reflect total assets of Rs. as at ... (year to date) and as at the half year ended .(date of half year end); as well as the total revenue of Rs. as at (year to date) and Rs. as at the half year ended ... (date of half year end). These interim financial statements and other financial information have been audited by other auditors whose report(s) has (have) been furnished to us, and our opinion on the half yearly financial re....
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....sets (e) Loans and Advances Less: Current Liabilities and Provisions (a) Liabilities (b) Provisions MISCELLANEOUS EXPENDITURE WRITTEN ADJUSTED) (NOT OFF OR PROFIT AND LOSS ACCOUNT TOTAL (Rs. in lakhs) 6 months ended Corresponding 6 months (dd/mm/yyyy) ended in the previous year (dd/mm/yyyy) Audited/ Unaudited Audited/ Unaudited Page 60 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 44. 45. a. 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 Stock Exchange(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....
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....any deviation in the use of the proceeds of the issue from the objects stated in the offer document or has given any other reservations about the end use of funds, the Issuer agrees to intimate the same to the stock exchange, without any delay. c. The information mentioned in sub-clause (a) shall be furnished to the Stock Exchange along with the interim or annual financial results submitted under clause 43 and shall also be displayed in the website of the Issuer. d. The information mentioned in sub-clause (b) shall, after review by the Audit Committee, be furnished to the Stock Exchange as and when received " 47. Without prejudice to any other provisions of this agreement, in general and its Clause 41 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, Regulations/Guidelines issued from time to time by the Government and/or the Securities Exchange Board of India. 48. The Issuer agrees that - a) the allotment of securities offered to the public/ rights shall be....
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....redit Rating Agencies in giving correct and adequate information for periodical review of the securities during lifetime of the rated securities. 52. Corporate Governance The Issuer agrees to comply with the following provisions: I. Board of Directors (A) Composition of Board i. The Board of directors of the Issuer 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. ii. Where the Chairman of the Board is a non-executive director, at least one- third of the Board should comprise of independent directors and in case he is an executive director, at least half of the Board should comprise of independent directors. Provided that where the non-executive Chairman is a promoter of the Issuer or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one- half of the Board of the Issuer shall consist of independent directors. Explanation-For the purpose of the expression "related to any promoter" referred to in sub-clause (ii): Page 63 of....
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.... below the executive directors, including all functional heads. c. "Relative†shall mean “relative" as defined in section 2(41) and section 6 read with Schedule IA of the Companies Act, 1956. d. Nominee directors appointed by an institution which has invested in or lent to the Issuer shall be deemed to be independent directors. Explanation: "Institution' for this purpose means a public financial institution as defined in Section 4A of the Companies Act, 1956 or a "corresponding new bank" as Page 64 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India defined in section 2(d) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 or the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 [both Acts]." (B) Non executive directors' compensation and disclosures All fees/compensation, if any paid to non-executive directors, including independent directors, shall be fixed by the Board of Directors and shall requir....
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....¤®à¤¯ बोरà¥à¤¡ Securities and Exchange Board of India Provided that where the Issuer fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director within the period of 180 days shall not apply (D) Code of Conduct i. The Board shall lay down a code of conduct for all Board members and senior management of the Issuer. The code of conduct shall be posted on the website of the Issuer. ii. All Board members and senior management personnel shall affirm compliance with the code on an annual basis. The Annual Report of the Issuer shall contain a declaration to this effect signed by the CEO. Explanation: For this purpose, the term “senior management†shall mean personnel of the Issuer who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads. II. Audit Committee (A) Qualified and Independent Audit C....
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....here should be a minimum of two independent members present. (C) Powers of Audit Committee The audit committee shall have powers, which should include the following: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. (D) Role of Audit Committee The role of the audit committee shall include the following: 1. Oversight of the Issuer's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Di....
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.... 12. 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. 13. To review the functioning of the Whistle Blower mechanism, in case the same is existing. 14. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 15. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India. Page 68 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Explanation (ii): If the Issuer has set up an audit committee pursuant to provision....
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....ing company, the above provisions shall apply to the listed subsidiary insofar as its subsidiaries are concerned. Page 69 of 83 GB IV. Disclosures à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (A) Basis of related party transactions i. A statement in summary form of transactions with related parties in the ordinary course of business shall be placed periodically before the audit committee. ii. Details of material individual transactions with related parties which are not in the normal course of business shall be placed before the audit committee. iii. Details of material individual transactions with related parties or others, which are not on an arm's length basis should be placed before the audit committee, together with Management's justification for the same.. (B) Disclosure of Accounting Treatment Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be d....
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....of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc. b. Details of fixed component and performance linked incentives, along with the performance criteria. c. Service contracts, notice period, severance fees. d. Stock option details, if any - and whether issued at a discount as well as the period over which accrued and over which exercisable. iii. The Issuer shall publish its criteria of making payments to non-executive directors in its annual report. Alternatively, this may be put up on the Issuer's website and reference drawn thereto in the annual report. iv. The Issuer shall disclose the number of shares and convertible instruments held by non-executive directors in the annual report. v. Non-executive directors shall be required to disclose their shareholding (both own or held by / for other persons on a beneficial basis) in the listed Issuer in which they are proposed to be appointed as directors, prior to their appointment. These details should be disclosed in the notice to the general meeting called for appointment of such director (F) ....
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....de to the stock exchanges where the Issuer is listed. iii. half yearly results and presentations made by the Issuer to analysts shall be put on Issuer's web-site, or shall be sent in such a form so as to enable the Stock Exchange on which the Issuer is listed to put it on its own web- site. iv. A board committee under the chairmanship of a non-executive director shall be formed to specifically look into the redressal 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'. v. To expedite the process of share transfers, the Board of the Issuer 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. V. CEO/CFO certification The CEO, i.e. the Managing Director or Manager appointed in terms of the Companies Act, 1956 and the CFO i.e. the whole-time Finance Director or any other person heading the finance functio....
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....ically highlighted. The suggested list of items to be included in this report is given in Annexure-I C and list of non-mandatory requirements is given in Annexure – I D. ii. The companies shall submit a quarterly compliance report to the stock exchanges within 15 days from the close of each quarter as per the format given in Annexure | B. The report shall be signed either by the Compliance Officer or the Chief Executive Officer of the Issuer VII. Compliance 1. The Issuer shall obtain a certificate from either the auditors or practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and annex the certificate with the directors' report, which is sent annually to all the shareholders of the Issuer. The same certificate shall also be sent to the Stock Exchanges along with the annual report filed by the Issuer. 2. The non-mandatory requirements given in Annexure - I D may be implemented as per the discretion of the Issuer. However, the disclosures of the compliance with mandatory requirements and adoption (and compliance) / Page 73 of 83 GB à¤à¤¾à¤....
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....IB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Format of Quarterly Compliance Report on Corporate Governance Name of the Issuer: Quarter ending on: Particulars Clause of Compliance Remarks I. Board of Directors (A) Composition of Board (B) Non-executive compensation & disclosures Listing agreement 52 1 52 (IA) Directors' 52 (IB) (C) Other provisions as to Board and 52 (IC) Committees (D) Code of Conduct II. Audit Committee 52 (ID) 52 (II) (A) Qualified & Independent Audit 52 (IIA) Committee (B) Meeting of Audit Committee (C) Powers of Audit Committee (D) Role of Audit Committee 52 (IIB) 52 (IIC) 52 II(D) (E) Review of Information by Audit 52 (IIE) Committee III. Subsidiary Companies IV. Disclosures 52 (III) 52 (IV) (A) Basis of related party transactions 52 (IV A) (B) Disclosure of Accounting 52 (IV B) Treatment (C) Board Disclosures 52 (IV C) (D) Proceeds from public iss....
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....of members and Chairperson iii. Meetings and attendance during the year 4. Remuneration Committee: i. Brief description of terms of reference ii. Composition, name of members and Chairperson iii. Attendance during the year iv. Remuneration policy v. Details of remuneration to all the directors, as per format in main report. 5. Shareholders Committee: i. Name of non-executive director heading the committee ii. Name and designation of compliance officer iii. Number of shareholders' complaints received so far iv. Number not solved to the satisfaction of shareholders v. Number of pending complaints Page 76 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6. General Body meetings: i. Location and time, where last three AGMs held. ii. Whether any special resolutions passed in the previous 3 AGMs iii. Whether any special resolution passed last year through postal ballot details of voting pattern iv. Person who conducted the postal ballot exercise ....
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....dent director has the requisite qualifications and experience which would be of use to the Issuer and which, in the opinion of the Issuer, would enable him to contribute effectively to the Issuer in his capacity as an independent director." 2. Remuneration Committee i. The board may set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the Issuer'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 may 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 could be present at the meeting. iv. The Chairman of the remuneration committee could 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. 3. Shareh....
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....g the correctness, and comprehensiveness of the information, statements and reports filed under this clause and also for ensuring that such information is in conformity with the applicable laws and the listing agreement." iii. to ensure that the electronic filing of pursuant to compliance with CFDS, information through any clause of the Page 79 of 83 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India listing agreement, shall be done within the time limit specified in the respective clause of the listing agreement. iv. to put in place such infrastructure as may be required to comply with the clause. Explanation: For the purposes of this clause - (i) The term "Corporate Filing and Dissemination System (CFDS)" shall mean the portal at the URL www.corpfiling.co.in or such other website as may be specified by the participating stock exchanges from time to time to take care of exigencies, if any. (ii) The term "Participating Stock Exchanges" shall m....