Listing Listing AgreementAgreement

Presentation Presentation byby

Bhavik GalaBhavik Gala

What do you mean by What do you mean by Listing of Securities?Listing of Securities?

Listing means admission of the Listing means admission of the securities to dealings on a securities to dealings on a recognized stock exchange. The recognized stock exchange. The securities may be of any public securities may be of any public limited company, Central or State limited company, Central or State Government, quasi governmental Government, quasi governmental and other financial and other financial institutions/corporations, institutions/corporations, municipalities, etc.municipalities, etc.

Listing agreementListing agreement

The companies desirous of The companies desirous of getting their securities listed are getting their securities listed are required to enter into an required to enter into an agreement with the Exchange agreement with the Exchange called the Listing Agreement and called the Listing Agreement and they are required to make they are required to make certain disclosures and perform certain disclosures and perform certain acts. certain acts.

Importance of Listing Importance of Listing AgreementAgreement

Under the Listing Agreement, a Under the Listing Agreement, a company undertakes, amongst other company undertakes, amongst other things, to provide facilities for prompt things, to provide facilities for prompt transfer, registration, sub-division and transfer, registration, sub-division and consolidation of securities; to give consolidation of securities; to give proper notice of closure of transfer proper notice of closure of transfer books and record dates, to forward books and record dates, to forward copies of unabridged Annual Reports copies of unabridged Annual Reports and Balance Sheets to the and Balance Sheets to the shareholders,shareholders,

Cont’dCont’d

to file Distribution Schedule with the to file Distribution Schedule with the Exchange annually; to furnish financial Exchange annually; to furnish financial results on a quarterly basis; intimate results on a quarterly basis; intimate promptly to the Exchange the promptly to the Exchange the happenings which are likely to materially happenings which are likely to materially affect the financial performance of the affect the financial performance of the Company and its stock prices, to comply Company and its stock prices, to comply with the conditions of Corporate with the conditions of Corporate Governance, etc. Governance, etc.

Importance of Listing Importance of Listing AgreementAgreement

The Listing The Listing Agreement contains Agreement contains

51 clauses51 clauses

and and schedule of payment schedule of payment

of Listing feeof Listing fee

Important clauses of Listing Important clauses of Listing AgreementAgreement

• Clause 16 Clause 16

• Clause 31Clause 31

• Clause 35 Clause 35

• Clause 41 Clause 41

• Clause 47 Clause 47

• Clause 49Clause 49

Clause 16Clause 16

• To close the register of transfers at least To close the register of transfers at least

once in a year at the time of the AGM once in a year at the time of the AGM

• To give notice to the SE stating the date To give notice to the SE stating the date

of closure of the register of transfers or of closure of the register of transfers or

record date ,and signifying the purpose record date ,and signifying the purpose

for which the register is closed or the for which the register is closed or the

record is fixed and to send copies of such record is fixed and to send copies of such

notice to other recognized SE’s in Indianotice to other recognized SE’s in India

Clause 16Clause 16

• The Stock Exchange should be The Stock Exchange should be intimated at least 21 days before the intimated at least 21 days before the closure or record date closure or record date

• In case of Securities compulsory In case of Securities compulsory delivered in the dematerialized form delivered in the dematerialized form then the SE should be intimated at then the SE should be intimated at least 15 days before the closure or least 15 days before the closure or record date record date

• The company should not have a gap The company should not have a gap of less than 30 days between two of less than 30 days between two book closures and /or record date book closures and /or record date

Clause 35 of the Listing Clause 35 of the Listing AgreementAgreement

• To file with the stock exchange the To file with the stock exchange the

shareholding pattern of the company shareholding pattern of the company

on quarterly basis within 15 days from on quarterly basis within 15 days from

the end of every quarter .the end of every quarter .

• The format of the shareholding pattern The format of the shareholding pattern

has been amended since June 2007has been amended since June 2007

FORMATFORMAT

Clause 41Clause 41 • To make announcement to the stock To make announcement to the stock

exchange regarding quarterly unaudited exchange regarding quarterly unaudited financial results within 15 minutes of financial results within 15 minutes of the closure of Board meeting .the closure of Board meeting .

• To publish unaudited /audited financial To publish unaudited /audited financial results in one English daily newspaper results in one English daily newspaper circulating in the whole of India and in circulating in the whole of India and in regional newspaper regional newspaper

• The format of Clause 41 is amended The format of Clause 41 is amended since 10since 10thth July and the revised format July and the revised format has been mandatedhas been mandated

FORMATFORMAT

Clause 47 (a)Clause 47 (a) Appointment of Company Secretary Appointment of Company Secretary

to act as Compliance Officer who to act as Compliance Officer who

shall be responsible for monitoring shall be responsible for monitoring

the share transfer process and report the share transfer process and report

to company’s Board of Directors in to company’s Board of Directors in

each meeting each meeting

Clause 47 (c)Clause 47 (c)

• To ensure that the RTA and /or the To ensure that the RTA and /or the In-house Share Transfer facility In-house Share Transfer facility produces a certificate from a produces a certificate from a Practicing Company Secretary.Practicing Company Secretary.

• To submit the Clause 47( c) RTA To submit the Clause 47( c) RTA report from the end of each half of report from the end of each half of the financial year within 24 hours of the financial year within 24 hours of the receipt of the same from PCS to the receipt of the same from PCS to the Stock Exchange the Stock Exchange

FORMATFORMAT

Clause 49 Clause 49 Compliance ReportCompliance Report

• The Company has to submit to the The Company has to submit to the

Stock Exchange Clause 49 Stock Exchange Clause 49

Compliance Report on a quarterly Compliance Report on a quarterly

basis .basis .

FORMATFORMAT

Secretarial Audit ReportSecretarial Audit Report

• The company has to submit a The company has to submit a secretarial audit report on a secretarial audit report on a quarterly basisquarterly basis

FORMATFORMAT

Thank YouThank You