BSE LISTING AGREEMENT
– PART – I

Listing Agreement

Agreement made this
day of ________________

By
_____________________ a Company duly formed and registered under the Indian
Companies Act and having its Registered Office in (hereinafter called “the
Company”) WITH THE STOCK EXCHANGE OF MUMBAI (hereinafter called “the
Exchange”)

Witnesses

WHEREAS the Company
has filed with the Exchange an application for listing its securities more
particularly described in Schedule I annexed hereto and made a part hereof

AND WHEREAS it is a
requirement of the Exchange 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 Exchange

NOW THEREFORE in
consideration of the Exchange listing the said securities the Company hereby
covenants and agrees with the Exchange as follows:

1.       The Company 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 Right will be serially numbered, printed on good quality paper
and examined and signed by a responsible officer of the Company 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 Exchange 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 Company will
issue, when so required, receipts for all the securities deposited with it
whether for registration, sub-division, consolidation, renewal, exchange or for
other purposes.

3.       The Company 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 Company 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 Company agrees:

a.     to issue, unless the
Exchange otherwise agrees and the parties concerned desire, Allotment Letters,
Share Certificates, Call Notices and other relevant documents in market units
of trading and in the case of share certificates issued pursuant to conversion
of debentures or shares allotted in respect of tradeable warrants or exercise
of rights or bonus issues or amalgamations which are not in market units of
trading, in denominations of 1, 5, 10, 50 shares;

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;

d.    to issue within one
week Split, Consolidation and Renewal Receipts duly signed by an official of
the Company and in denominations corresponding to the market units of trading,
particularly when so required by the Exchange;

e.     to exchange `Rights’
or `Entitled’ shares into Coupons or Fractional Certificates when so required
by the Exchange;

f.     to issue call notices
and splits and duplicates thereof in a standard form acceptable to the
Exchange, to forward a supply of the same promptly to the Exchange for meeting
requests for blank split and duplicate call notices, to make arrangements for
accepting call moneys at all centers where there are recognised stock exchanges
in India and not to require any discharge on call receipts;

g.    to accept the
discharge of the members of the 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 renewal through the Clearing House of
the Exchange, the Company agrees – – –

a.     that it will accept
the discharge of an official of the Stock Exchange Clearing House on the
Company’s Split, Consolidation and Renewal Receipts as good and sufficient without
insisting on the discharge of the registered holders;

b.    that when the Company
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 Company will, if
so required by the Exchange, certify transfers against Letters of Allotment,
Certificates and Balance Receipts and in that event the Company will promptly
make on transfers an endorsement to the following effect:

“Name of Company
_________________________________________________

Certificate /
Allotment Letter No._________ for the within – mentioned __________ shares is deposited
in the Company’s Office against this transfer No.____________________

Signature(s) of
Official(s) __________________________________

Date__________________________”

7.       On production of the
necessary documents by shareholders or by members of the Exchange, the Company
will make on transfers 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 document has been duly exhibited
to and registered by the Company.

8.       The Company agrees
that it will not make any charge:

a.     for registration of
transfers of its shares 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 Right;

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 Company agrees
that it will not charge any fees exceeding those which may be agreed upon with
the Exchange:

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 Company 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 the Exchange or by
the Stock Exchange Clearing House.

11.     The Company 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 the Exchange; and

b.    the transfer deeds
are properly executed and accompanied either by certificates or by Letters of
Allotment, Pucca Transfer Receipts or Split, Consolidation or Renewal Receipts
duly discharged either by the registered holders or, in the case of Split,
Consolidation and Renewal Receipts, by the members of the Exchange or an
official of the Stock Exchange Clearing House as provided herein.

12.     On lodgment of the
proper documents, the Company 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 Company, in
which event the President of the Exchange 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
restrains the Company from transferring the securities out of the name of the
transferor;

c.     when the transferor
objects to the transfer provided he serves on the Company within a reasonable
time a prohibitory order of a Court of competent jurisdiction.

12.A. 

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 sent 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.       

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 forge in the matter.

1.A.“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.

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, provide all
benefits (i.e. bonus shares, right shares, dividend) which accrued to the
investor during the intervening period on account of such delay.”

a.    
1.      

a.     The company agrees
that when the signature of 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 reason to believe that a forgery or fraud is involved.

13.     The Company will
promptly notify the Exchange of any attachment or prohibitory orders
restraining the Company from transferring securities out of the names of the
registered holders and furnish to the Exchange particulars of the number 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 the business in the listed securities of the company, the Exchange so
requires, the Company will arrange to maintain:

a.     a transfer register
in the City of Mumbai on which all securities of the Company that are listed on
the Exchange would be directly transferable; or

b.    a registry office or
some other suitable office satisfactory to the Exchange within the Fort Area of
the City of Mumbai, which will receive and redeliver all securities there
tendered for the purpose of transfer, sub division, consolidation or renewal.

15.     The Company 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 the Exchange for
the purpose of settlement of transactions, of which due notice in advance shall
have been given by the Exchange to the Company.

16.     The Company 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 rights attached to debentures or for such other purposes
as the Exchange may agree to or require and further agrees 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 the Exchange the notice in advance of at least forty-two days, (thirty days
in case of such securities which are announced by SEBI from time to time for
compulsory delivery in dematerialised form by all investors) or of as many days
as the Exchange 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 debenture
holders) 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 recognised stock exchanges in India. The company further
agrees that the minimum time gap between the two book closures and/or record
dates would be at least 30 days.

17.     The Company will
accept for registration transfers that are lodged with the company 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 the Exchange agrees otherwise, the Company
will defer, until the Transfer Books have reopened, registration of any
transfers which may be received after the closure of the Transfer Books.

18.     The Company will
publish in a form approved by the Exchange such periodical interim statements
of its working and earning as it shall from time to time agree upon with the
Exchange.

19.     The Company agrees:

a.     to give prior
intimation to the Exchange about the Board Meeting at which proposal for Buy
back of Securities, declaration/recommendation of Dividend or Rights or issue
of convertible debentures or of debentures carrying a right to subscribe to
equity shares or the passing over of dividend is due to be considered at least
7 days in advance;

b.    to give notice
simultaneously to the Stock Exchanges in case the proposal for declaration of
bonus is communicated to the Board of Directors of the company as part of the
agenda papers. (No prior intimation to the Exchange 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.     that it 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.

20.     The company will,
immediately on the date of the meeting of its Board of Directors held to
consider or decide the same, intimate to the Exchange within 15 minutes of the
closure of the Board Meetings by Letter/fax, (or, if the meeting be held
outside the City of Mumbai, by fax/ telegram):

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 decision on Buy
back of Securities.

21.     The Company will fix
and notify the Exchange 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 of redeemable shares or of debentures and
bonds, which shall be payable at par at such centers as may be agreed to
between the Exchange and the Company and which shall be collected at par, with
collection charges, if any, being borne by the Company, in any bank in the
country at centers other than the centers agreed to between the Exchange and
the Company, 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 Company will,
immediately on the date of the meeting of its Board of Directors held to
consider or decide the same, intimate to the Exchange within 15 minutes of the
closure of the Board Meetings by Letter/fax (or, if the meeting be held outside
the City of Mumbai, by fax/ telegram):

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 reissue 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 Company to
appraise its position and to avoid the establishment of a false market in such
listed securities.

23.     The Company agrees:

a.     to issue or offer in
the first instance all shares (including forfeited shares, unless the Exchange
otherwise agrees), securities, rights, privileges and benefits to subscribe to
pro rata to the equity shareholders of the Company unless the shareholders 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 the Exchange 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 Exchange agrees otherwise;

c.     to make such issues
or offers in a form to be approved by the Exchange and unless the Exchange
otherwise agrees to grant in all cases the right of renunciation to the
shareholders and to forward a supply of the renunciation forms promptly to the
Exchange;

d.    to issue, where
necessary, coupons or fractional certificates unless the Company in general
meeting or the Exchange 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 rights issue and to issue Allotment Letters or certificates within six
weeks of the last date fixed by the Company for submission of letters of
Renunciation or applications of new securities.

24.    
1.     

25.    
2.     

26.    
3.     

27.    
4.     

28.    
5.     

29.    
6.     

30.    
7.     

31.    
8.     

32.    
9.     

33.    
10.     

34.    
11.     

35.    
12.     

36.    
13.     

37.    
14.     

38.    
15.     

39.    
16.     

40.    
17.     

41.    
18.     

42.    
19.     

43.    
20.     

44.    
21.     

45.    
22.     

46.    
23.     

24.        
 

a.     The Company 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 company agrees to
make true, fair and adequate disclosure in the offer document / draft
prospectus / letter of offer in respect of any new or further issue of shares /
securities.

c.     The company 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 Acknowledgment Card
obtained from SEBI through the lead manager. Unless the regulation / guidelines
of the Securities and Exchange Board of India provide otherwise.

d.    The company further
agrees that the company shall submit to the Exchange the following documents to
enable it to admit/list the said securities for dealings on the Exchange, such
as –

                                             
i.       

a
copy of the Acknowledgment Card or letter indicating the observations on draft
prospectus/letter of offer/offer documents by SEBI; unless the
regulation/guidelines of the Securities and Exchange Board of India provide
otherwise, and

                                            
ii.       
a
certificate from a Merchant Banker acting as a lead manager to the issue reporting
positive compliance by the company of the Guidelines on Disclosure and Investor
Protection issued by SEBI.

1.      
 

a.    
 

b.    
 

c.    
 

d.    
 

e.     In the event of
non-submission of the documents as mentioned in sub-clause (d) above by the company
to the Exchange or withdrawal of the Acknowledgment Card by SEBI at any time
before grant of permission of listing/admission to dealings 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.

25.     In the event of the
Company granting any options to purchase any shares of the Company, the Company
will promptly notify the Exchange:

·        
of
the number of shares covered by such options, of the terms thereof and of the
time within which they may be exercised;

·        
of
any subsequent changes or cancellation or exercise of such options.

25.    

 

26.     Unless the terms of
issue otherwise provide, the Company will not select any of its listed
securities for redemption otherwise than pro-rata or by lot and will promptly
furnish to the Exchange any information requested in reference to such
redemption.

27.     The Company will
promptly notify the Exchange:

a.     of any action which
will result in the redemption, cancellation or retirement in whole or in part
of any securities listed on the Exchange;

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 Company will not
make any change in the form or nature of any of its securities that are listed
on the Exchange or in the rights or privileges of the holders thereof without
giving twenty-one days’ prior notice to the Exchange of the proposed change and
making an application for listing of the securities as changed if the Exchange
shall so require.

29.     The Company will
promptly notify the Exchange of any proposed change in the general character or
nature of its business.

30.     The Company will
promptly notify the Exchange:

a.     of any change in the
Company’s directorate by death, resignation, removal or otherwise;

b.    of any change of
Managing Director, Managing Agents or Secretaries and Treasures;

c.     of any change of
Auditors appointed to audit the books and accounts of the Company.

31.     The Company will
forward to the Exchange promptly and without application:

a.     six copies of the
Statutory and Directors’ Annual Reports, Balance Sheets and Profit and Loss
Accounts and of all periodical and special reports as soon as they are issued
and one copy each to all the recognised stock exchanges in India;

b.    six copies of all
notices, resolutions and circulars relating to new issue of capital prior to
their despatch to the shareholders;

c.     three copies of all
the notices, call letters or any other circulars at the same time as they are
sent to the shareholders or debenture holders or advertised in the Press;

d.    copy of the proceedings
at all Annual and Extraordinary General Meetings of the Company;

e.     three copies of all
notices, circulars, etc., issued or advertised in the press either by the
Company, or by any company which the Company proposes to absorb or with which
the Company 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 Company 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 the Exchange.

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 Company/ Registrars/Share transfer agents).
Provided that, the company on receipt of request shall supply the complete and
full Balance Sheet and Profit & 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.

In case the company
has changed its name suggesting any new line of business (including software
business), after 1st January, 1998 or it changes the name hereafter, then the
company will disclose the turnover and income, etc., from such new activities
separately in the annual results for a period of 3 years from the date of
change in the name of the company.

The Company will also
give a Cash Flow Statement along with 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 company will
mandatorily publish Consolidated Financial Statements in its Annual Report in
addition to the individual financial statements. The company will have to get
its Consolidated Financial Statements audited by the statutory auditors of the
company and file the same with the Stock Exchange.

The company will make
disclosures in compliance with the Accounting Standard on “Related Party
Disclosures” in its Annual Report.

33.     The Company will
forward to the 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 Exchange six copies (one of which will be certified) of such
amendments as soon as they shall have been adopted by the Company in general
meeting.

34.     The Company agrees:

f.     that it will not
exercise a lien on its fully paid shares and that in respect of partly paid
shares it will not exercise any lien except in respect of moneys called or
payable at a fixed time in respect of such shares;

g.    that it will not
decline to register or acknowledge any transfer of shares on the ground of the
transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever;

h.     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;

i.      that if any amount be
paid up in advance of calls on any shares 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;

j.      that it will not give
to any person the call of any shares without the sanction of the shareholders
in general meeting;

k.     that it will send out
proxy forms to shareholders and debenture holders in all cases, such proxy
forms being so worded that a shareholder or debenture holder may vote either
for or against each resolution;

l.      that when notice is
given to its shareholders by advertisement it will advertise such notice in
atleast one leading Mumbai daily newspaper.

35.     The company agrees to
file with the Exchange the shareholding pattern on a quarterly basis within 15
days of end of the quarter in the following form:

Category

No. of shares held

Percentage of
shareholding

A.

Promoter’s holding

1.

Promoters*

– Indian Promoters

– Foreign Promoters

2.

Persons acting in
concert #

Sub-Total

B.

Non-Promoters Holding

3.

Institutional
Investors

a.

Mutual Funds and UTI

b.

Banks, Financial
Institutions, Insurance Companies (Central/State Govt.
Institutions/Non-government Institutions)

c.

FIIs

Sub-Total

4.

Others

a.

Private Corporate
Bodies

b.

Indian Public

c.

NRIs/OCBs

d.

Any other (please
specify)

Sub-Total

GRAND TOTAL…

·            
as
defined in Regulation 2(h) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997. The promoters’ holding shall include all entities
in the promoters’ group – individual or body corporates.

·            
as
defined in Regulation 2(e) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.

Note 1: Name, Number
of shares held and percentage shareholding of entities / persons holding more
than 1 percent of the shares of the company be given under each head.

Note 2: Total foreign
shareholding in number of shares and percentage shareholding be given as
footnote including GDR and ADR holdings.

Note 3: The Company
shall also post this information on its web site.”

36. Apart from
complying with all specific requirements as above, the Company will keep the
Exchange informed of events such as strikes, lock-outs, closure on account of
power cuts, etc. both at the time of occurrence of the event and subsequently
after the cessation of the event in order to enable the shareholders and the
public to appraise the position of the Company and to avoid the establishment
of a false market in its securities. In addition, the Company will furnish to
the Exchange on request such information concerning the Company as the Exchange
may reasonably require. The Company will also immediately inform the Exchange
of all the events which will have bearing on the performance/operations of the
company as well as price sensitive information. The material events may be
events such as:

1.     Change in the general
character or nature of business:

Without prejudice to
the generality of Clause 29 of the Listing Agreement, the Company will promptly
notify the Exchange of any material change in the general character or nature
of its business where such change is brought about by the Company entering into
or proposing to enter into any arrangement for technical, manufacturing,
marketing or financial tie-up or by reason of the Company, selling or disposing
of or agreeing to sell or dispose of any unit or division or by the Company,
enlarging, restricting or closing the operations of any unit or division or
proposing to enlarge, restrict or close the operations of any unit or division
or otherwise.

1.    
 

2.     Disruption of
operations due to natural calamity.

The Company will soon
after the occurrence of any natural calamity like earthquake, flood or fire
disruptive of the operation of any one or more units of the Company keep the
Exchange informed of the details of the damage caused to the unit thereby and
whether the loss/damage has been covered by insurance, and without delay
furnish to the Exchange an estimate of the loss in revenue or production
arising there from, and the steps taken to restore normalcy, in order to enable
the security holders and the public to appraise the position of the issue and
to avoid the establishment of a false market in its securities.

3.     Commencement of
Commercial Production/Commercial Operations

The Company will
promptly notify the 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 Company for the year.

4.     Developments with respect
to pricing/ realisation arising out of change in the regulatory framework.

The Company will
promptly inform the Exchange of the developments with respect to pricing of or
in realisation on its goods or services (which 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 authority´s policies provided
the change can reasonable be expected to have a material impact on its present
or future operations or its profitability.

5.     Litigation/dispute
with a material impact

The Company will
promptly after the event inform the Exchange of the developments with respect
to any dispute in conciliation proceedings, litigation, assessment,
adjudication or arbitration to which it is a party or the outcome of which can
reasonably be expected to have a material impact on its present or future
operations or its profitability or financials.

6.     Revision in Ratings

The Company will
promptly notify the Exchange, the details of any rating or revision in rating
assigned to any debt or equity instrument of the Company or to any fixed
deposit programme or to any scheme or proposal of the Company involving mobilization
of funds whether in India or abroad provided the rating so assigned has been
quoted, referred to, reported, relied upon or otherwise used by or on behalf of
the Company.

7.     Any other information
having bearing on the operation/performance of the company as well as price
sensitive information which includes but not restricted to;

                     

i.       
Issue
of any class of securities.

                    
ii.       
Acquisition,
merger, de-merger, amalgamation, restructuring, scheme of arrangement, spin off
or setting divisions of the company, etc.

                   
iii.       
Change
in market lot of the company’s shares, sub-division of equity shares of
company.

                   
iv.       
Voluntary
delisting by the company from the stock exchange(s).

                    
v.       
Forfeiture
of shares.

                   
vi.       
Any
action which will result alteration in the terms regarding
redemption/cancellation/retirement in whole or in part of any securities issued
by the company.

                  
vii.       
Information
regarding opening, closing of status of ADR, GDR, or any other class of
securities to be issued abroad.

                 
viii.       
Cancellation
of dividend/rights/bonus, etc.

The above information
should be made public immediately.

36.     The Company agrees to
permit the Exchange to make available immediately to its members and to the
Press any information supplied by the Company in compliance with any of the
listing requirements provided that in cases where it is contended that such
disclosure might be detrimental to the Company’s interest a special submission
to that effect may be made for the consideration of the Exchange when
furnishing the information.

37.     The Company agrees
that as soon as its securities are listed on the Exchange, it will pay to the
Stock Exchange an Initial Listing Fee as prescribed in Schedule II hereto
annexed and made a part thereof, and that thereafter, so long as the securities
continue to be listed on the Stock Exchange, it will pay to the Exchange on or
before the 30th April, in each year an Annual Listing Fee computed on the basis
of the capital of the Company as on 31st March and worked out as provided in
Schedule II hereto annexed. The company 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 II
annexed hereto for any addition in the capital after 31st March.

38.     The Company agrees
that in the event of the application for listing being granted such listing
shall be subject to the Rules, By-laws and Regulations of the Exchange which
now are or hereafter may be in force and the Company further agrees to comply
within a reasonable time with such further regulations as may be promulgated by
the Exchange as a general requirement for new listings.

39.     A – Conditions for
continued listing:

The company agrees
that the following shall also be the condition for continued listing.

                     
i.       
The
company agrees that in the event of the application for listing being granted
by the Exchange, the company shall maintain on a continuous basis, the minimum
level of non-promoter holding at the level of public shareholding as required
at the time of listing.

                    
ii.       
Where
the non-promoter holding of an existing listed company as on April 01, 2001 is
less than the limit of public shareholding as required at the time of initial
listing, the company shall within one year raise the level of non-promoter
holding to at least 10%. In case the company fails to do so, it shall buy-back
the public share holding in the manner provided in the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.

                   
iii.       
The
company agrees that it shall not make preferential allotment or an offer to buy
back its securities, if such allotment or offer result in reducing the
non-promoter holding below the limit of public shareholding specified under the
SEBI (Disclosure and Investor Protection) Guidelines, as applicable at the time
of initial listing or the limit specified in sub-clause (ii) for the existing
listed company, as the case may be.

                   
iv.       
The
conditions stipulated in sub-clauses (i), (ii) and (iii) shall not apply to the
companies referred to BIFR.

                    
v.       
The
company agrees that the following shall also be the condition for continued
listing.

·        
When
any person acquires or agrees to acquire 5% or more of the voting rights of any
securities, the acquirer and the company shall comply with the relevant
provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997.

·        
When
any person acquires or agrees to acquire any securities exceeding 15% of the
voting rights in any company or if any person who holds securities which in
aggregate carries less than 15% of the voting rights of the company and seeks
to acquire the securities exceeding 15% of the voting rights, such person shall
not acquire any securities exceeding 15% of the voting rights of the company
without complying with the relevant provisions of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.”

40.     B – Take over offer:

A company agrees that
it is a condition for continued listing that whenever the take-over offer is
made or there is any change in the control of the management of the company, the
person who secures the control of the management of the company and the company
whose shares have been acquired shall comply with the relevant provisions of
the SEBI (Substantial Acquisition of Shares and Take-over) Regulations, 1997.

41.     The Company agrees
that it will furnish unaudited financial results on a quarterly basis with
effect from the Quarter ending on March 31, 2000, in the following pro-forma
within one month from the end of quarter (Quarter means 3 months only) to the
Stock Exchanges and will make an announcement to the Stock Exchanges where the
company is listed, immediately within 15 minutes of the closure of the Board
Meeting or Meeting of a Sub Committee of Board of Directors (consisting of not
less than one third of the Directors), in which the unaudited financial results
are placed and also within 48 hours of the conclusion of the Board or its Sub
Committee Meeting in at least one English daily news paper circulating in the
whole or substantially the whole of India and in one news paper published in
the language of the region, where the registered office of the company is
situated. The Board of Directors or its Sub Committee should take on record the
unaudited quarterly results, which shall be signed by the Managing
Director/Director. The company shall inform the Stock Exchange where its
securities are listed about the date of the Board Meeting at least 7 days in
advance and shall also issue immediately a press release in at least one
national news paper and one regional language news paper about the date of the
aforesaid Board or its Sub Committee Meeting.

The company will
furnish segment wise revenue, results and capital employed along with the
quarterly unaudited financial results with effect from quarters ending on or
after September 30, 2001 as per the format given below:

Format for Quarterly
Reporting of Segment wise Revenue, Results and Capital Employed, under Clause
41 of the Listing Agreement:

3 months ended (1)

Corresponding 3
months in the previous Year (2)

Year to date Figures
for Current Period (3)

Year to date Figures
for the Previous Year (4)

Previous Accounting
Year (5)

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. Others 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. Others

Total

Less:

i. Interest**

ii. Other
un-allocable expenditure net off un-allocable income. Total Profit Before Tax

* Profit/Loss before
tax and after interest in case of segments having operations which are
primarily of financial nature. **Other than the interest pertaining to the
segments having operations which are primarily of financial nature

3. Capital Employed
(Segment assets- Segment Liabilities).

a. Segment – A

b. Segment – B

c. Segment – C

d. Others Total

Note:

1.     Segment Revenue,
Segment Results, Segment assets and Segment liabilities shall have the same
meaning as defined in the Accounting Standards on Segment Reporting (AS-17)
issued by ICAI.

2.     The above information
shall be furnished for each of the reportable primary segments as identified in
accordance with AS-17, issued by ICAI.

3.     For the quarters ending
upto September 30, 2002, reporting of figures for the previous year under
column 2, 4 and 5 is not mandatory.

The company will
comply with the Accounting Standard on “Accounting for taxes on
income” in respect of quarterly unaudited financial results with effect
from the quarters ending on or after September 30, 2001.

The company will have
the option to publish consolidated quarterly financial results in addition to
the unaudited quarterly financial results of the parent company as required
under this clause.

The company will
publish its Annual Results in the same format as prescribed for quarterly
results in this clause.

In case the company
has changed its name suggesting any new line of business (including software
business), after 1st January, 1998 or it changes the name hereafter, then the
company will disclose the turnover and income, etc., from such new activities separately
in the quarterly/annual results which are submitted/ published for a period of
3 years from the date of change in the name of the company.

The unaudited results
should not substantially differ from the audited results of the company. If the
sum total of the First, Second, Third and Fourth quarterly unaudited results in
respect of any item given in the same proforma varies by 20 percent when
compared with the audited results for the full year the company shall explain
the reasons to the Stock Exchanges.

In addition, the
Company shall prepare the half yearly results in the same proforma with effect
from half year ending on March 31, 2000 and the same shall be approved by the
Board of Directors and subjected to a “Limited Review” by the
Auditors of the Company (or by any Chartered Accountant in case of Public
Sector Undertakings) and a copy of the Review Report shall be submitted to the
Stock Exchange within 2 months after the close of the half year. For the
purpose of this Review half year shall be construed as consisting of the first
two quarters of the Company’s Financial Year. If the sum total of First and
Second quarterly unaudited results in respect of any item given in the same
proforma format varies by 20% or more from the respective half yearly results
as determined after the “Limited Review” by the Auditors, the Company
shall send a statement (approved by the Board of Directors) explaining the
reasons to the Stock Exchanges along with Review Report.

The Review Report of
the company (except banks) shall be in the following format:

“We have
reviewed the accompanying statement of unaudited financial results of…..
(Name of the company) for the period ended……… This statement is the
responsibility of the Company’s management and has been approved by the Board
of Directors.

A review of interim
financial information consists principally of applying analytical procedures
for financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with the generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review
conducted as above, nothing has come to our notice that causes us to believe
that the accompanying statement of unaudited financial results prepared in
accordance with Accounting Standards and other recognised accounting practices
and policies has not disclosed the information required to be disclosed in
terms of Clause 41 of the Listing Agreement including the manner in which it is
to be disclosed, or that it contains any material misstatement”.

The Review report for
banks shall be in the following format:

“We have
reviewed the accompanying statement of unaudited financial results of…..
(Name of the company) for the period ended……… This statement is the
responsibility of the Company’s management.

A review of interim
financial information consists principally of applying analytical procedures
for financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with the generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

In the conduct of our
Review we have relied on the review reports in respect of non-performing assets
received from concurrent auditors of………. branches, inspection teams of
the bank of…….. branches and other firms of auditors of……… branches
specifically appointed for this purpose. These review reports cover………
percent of the advances portfolio of the bank. Apart from these review reports,
in the conduct of our review, we have also relied upon various returns received
from the branches of the bank.

Based on our review
conducted as above, nothing has come to our notice that causes us to believe
that the accompanying statement of unaudited financial results has not
disclosed the information required to be disclosed in terms of Clause 41 of the
Listing Agreement including the manner in which it is to be disclosed, or that
it contains any material misstatement or that it has not been prepared in
accordance with the relevant prudential norms issued by the Reserve Bank of
India in respect of income recognition, asset classification, provisioning and
other related matters.”

In respect of the
half yearly results, if the company intimates in advance to the Stock
Exchange/s that it will publish audited half yearly financial results within
two months of the close of the half year, then in such a case unaudited results
and Limited Review need not be published/given to the Stock Exchange/s.

In respect of results
for the last quarter of the financial year, if the company intimates in advance
to the Stock Exchange/s that it will publish audited results within a period of
3 months from the end of the last quarter of the financial year, in such a case
unaudited results for the last quarter need not be published/ given to the
Stock Exchange/s.

The company shall be
required to disclose the audit qualifications along with the audited financial
results published under this clause in addition to the explanatory statement as
to how audit qualification in respect of audited accounts of the previous
accounting year have been addressed in the financial results.

The quarterly results
shall be prepared on the basis of accrual accounting policy and in accordance
with uniform accounting practices adopted for all the periods on quarterly
basis.

The format for
declaration of Unaudited Quarterly Results for Company (except bank) is as follows:

UNAUDITED QUARTERLY
FINANCIAL RESULTS FOR THE THREE MONTHS ENDED…………:

1.

2.

3.

4.

5.

3 months ended

Corresponding 3
months in the previous year.

Year to date figures
for current period

Year to date figures
for the previous year

Previous Accounting
year

1. Net Sales/Income
from operations

2. Other Income

3. Total Expenditure

a. Increase/decrease
in stock in trade

b. Consumption of raw
materials.

c. Staff Cost

d. Other expenditure
(Any item exceeding 10% of the total expenditure to be shown separately).

4. Interest

5. Depreciation

6. Profit(+)/Loss(-)
before Tax (1+2-3-4-5)

7. Provision for
taxation

8. Net Profit
(+)/Loss(-) (6-7)

9. Paid-up equity
share Capital (Face Value of the share Shall be indicated)

10. Reserves
excluding revaluation reserves (as per balance sheet) of previous accounting
year to be given in column (5)

11. Basic and diluted
EPS for the period, for the year to date and for the previous year (not to be
annualised)

12. *Aggregate of
Non-Promoter

Shareholding**

* Number of Shares

* Percentage of
shareholding

* The disclosure is
applicable only for half yearly financial results ending on or after March 31,
2001. From he half year ending on or after March 31, 2002, the companies shall
also be required to disclose the non-promoter shareholding at the end of the
corresponding half year in the previous year and at the end of the previous
accounting year.

** Non Promoter
Shareholding – as classified under category B in the Shareholding pattern in
Clause 35 of the Listing Agreement.

Notes

a.     Any event or
transaction that is material to an understanding of the results for the quarter
including completion of expansion and diversification programs, strike,
lock-outs, change in management, change in capital structure etc, shall be
disclosed. Similar material event or transactions subsequent to the end of the
quarter, the effect whereof is not reflected in the results for the quarter
shall also be disclosed.

b.    All material
non-recurring/abnormal income/gain and expenditure/loss and effect of all
changes in accounting practices affecting the profits materially must be
disclosed separately.

c.     In case of companies
whose revenues are subject to material seasonal variations, they shall disclose
the seasonal nature of their activities and may also supplement their unaudited
financial results with information for 12 month periods ended at the interim
date (last day of the quarter) for the current and preceding years on a rolling
basis.

d.    Company shall give
the following information in respect of dividend paid or recommended for the
year including interim dividends declared:

Amount of Dividend
distributed or proposed distinguishing between different classes of shares and
Dividend per share also indicating nominal value per share.

Where Dividend is
paid or proposed pro-rata for shares allotted during the year, the date of
allotment, number of shares allotted pro-rata amount of dividend per share and
the aggregate amount of dividend paid or proposed on pro-rata basis.

8.    
a.      

9.    
b.      

10.    
c.      

11.    
d.      

e.     The effect of changes
in composition of the company during the quarter, including business
combinations, acquisitions or disposal of subsidiaries and long term
investments, restructuring and discontinuing operations shall be disclosed.

f.     If there is any
qualifications by the Auditors, in respect of the Audited Accounts of the
previous accounting year which has a material impact on the profit disclosed in
such accounts, then the company shall disclose the same along with the
unaudited quarterly results and give explanation as to how such qualifications
has been addressed in the unaudited financial results.

g.    If the company is yet
to commence commercial production, then instead of the quarterly results, the
company should give particulars of the status of the project, its
implementation and the expected date of commissioning of the project. The
companies shall further disclose the balance of unutilised monies raised by the
issue and the form in which such unutilised funds have been invested.

h.     The unaudited results
sent to Stock Exchange/s and published in newspapers should be based on the
same set of accounting policies as those followed in the previous year. In
case, there are changes in the accounting policies, the results of previous
year will be recast as per the present accounting policies, to make it
comparable with current year results.

The manufacturing and
trading/services companies which have followed functional (secondary)
classification of expenditure in the Annual Profit & Loss Account in their
most recent Annual Report may furnish results on a quarterly basis in this
alternative format.

Alternative format of
un-audited financial results for manufacturing and trading/service companies,
which have followed functional (secondary) classification of expenditure in the
annual profit and loss account published in their most recent annual report.

* non promoter
shareholding as classified under category B in the shareholding pattern in
clause 35 of the listing agreement.

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