LISTING Agreement Compliance

Listing Agreement Compliance as on Monthly Basis (Regular Compliance)

Month Compliance period Clause

January • Submission of Shareholding Pattern

• Press release for Board Meeting for the Consideration

of Unaudited Result

• Prior Intimation to stock exchange for BM for the

Consideration of the Unaudited Results

• Intimation to stock exchange for Conclusion of BM

for the Consideration of the Unaudited Results

• Publication of Unaudited Result in Two papers (Eng &

Vernacular Language)

• Audited Financial Result sent to Stock Exchange

(If audited quarterly result is approved time period is 2 months.

3 months time is allowed for last quarter of the finance year if

advance notice to SEs is given that the Company will publish

Audited Result for the year within 3 months from end of the last

quarter of the Finance Year.)

• Secretarial Audit Report (Quarterly)

• Corporate Governance Report (Quarterly)

• Compliance Certificate regarding dematerialization of

shares (Quarterly) to be sent by RTA

21/01

7 days before BM

7 Days Before

BM

15 minutes after

BM Concluded

within 48 hours

of conclusion of

BM

90 days from the

close of the

quarter

31/01

15/01

07/01

35

41

41

41

41

41

SEBI

Circular

49

cdsl/nsdl

February • Limited Review Report within 2 month of the end of

quarter

29/02

March

April

• Compliance Certificate from CSP that all certificate

have been issued within one month from the date of

lodgement.

• Submission of Shareholding Pattern


of Unaudited Result










31/04

21/04

7 days before BM

7 Days Before

BM

15 minutes after

BM Concluded

within 48 hours

of conclusion of

BM

90 days from the

close of the

quarter

47©

35

41

41

41

41

41








• Listing Fee (Annual)

31/04

15/04

07/04

30/04

Sebi

Circular

49

cdsl/nsdl

May Limited Review Report within 2 month of the end of quarter 31/05

June

July



of Unaudited Result

















21/07

7 days before BM

7 Days Before

BM

15 minutes after

BM Concluded

within 48 hours

of conclusion of

BM

90 days from the

close of the

quarter

31/07

15/07

07/07

35

41

41

41

41

41

Sebi

Circular

49

cdsl/nsdl

August Limited Review Report within 2 month of the end of quarter 31/08

September

October

• Compliance Certificate from CSP that all certificate

have been issued within one month from the date of

lodgement


21/10

7 days before BM

7 Days Before

35

41

41


of Unaudited Result

















BM

15 minutes after

BM Concluded

within 48 hours

of conclusion of

BM

90 days from the

close of the

quarter

31/10

15/10

07/10

41

41

41

Sebi

Circular

49

cdsl/nsdl

November Limited Review Report within 2 month of the end of quarter 31/11

December

Listing Agreement Compliance (Casual Compliance)

Clause Compliance Period

16 Book Closure

• Close transfer books for purposes of bonus issue/right

issue/conversion of debentures/declaration of dividend.

• Close books atleast once in a year for AGM if not closed otherwise.

• Time gap between two closures/record dates be atleast 30 days.

• Advance notice specifying purpose and send copies to other stock

exchanges.

• Declaration by company that all securities received for transfer one

month prior to intimation of closure date have been duly transferred

and dispatched to transferees.

• Further undertaking that securities pending for transfer and lodged

further will be dispatched within a period of 1 month from date of

receipt.

21 days (15days in

case of demat shares)

advance notice /or for

such other time

prescribed by SE.

Advertisement in

News Paper for the

book Closure atleast

7 days before the

Book Closure.

(Section 154 of

Companies Act,

1956)

17 Company will receive the transfers lodged before book closure for

registration and for those received thereafter will defer till book reopens.

19 Dividend & Board Meeting

• Notify without delay the date of board meeting considering Buy-

back/declaration of dividend /cash bonuses or right /bonus issue /

convertible debentures with right to subscribe equity shares or passing

over of dividend is due.

• Declare dividend /cash bonus 5 days prior the book closure

• Prior intimation of board meeting recommending dividend

• Simultaneous notice where declaration of bonus is communicated to

the board as part of agenda papers. Not required if not on agenda

papers.

• Recommend /declare /cash bonus atleast 5 days before

commencement of book closure.

7 days prior of

meeting

20 Intimate SE immediately after the board meeting held to consider the

same–

• All dividend /cash bonus recommended / declared/decision to pass

any dividend or interest payment.

• Total turnover/gross profit/loss, provision for depreciation/tax, net

profit/loss (with comparison with previous year) and capital

/accumulated profits, special source of the dividend even if it calls for

qualification that information is provisional or subject to audit.

• The decision on Buy-back.

Within 15 minutes of

closure of the board

meeting by fax.

21 Fix and notify 21 days in advance the date from which the dividend

/interest on debentures amounts be repayable and issue warrants /cheques

simultaneously so as to reach the shareholders on or before due date.

22 Intimate immediately after the board meeting –

Particulars of increase in capital/ reissue of forfeited shares /issue of

reserve shares/creation of new shares /any other alteration of capital/any

other information to enable the investors appraise the company’s position.

Within 15 minutes of

closure of the board

meeting by fax.

25 Stock option

Promptly notify the number of shares covered, terms of options and the

time within which they may be exercised and of any changes thereof.

29 Promptly notify any proposed change in general character or nature of

its business.

30 Promptly notify any change in –

Directors /Managing Director /Secretaries/Auditors

Promptly

31 Annual Report

Forward promptly and without application -

• 6 copies of Annual Reports /other periodical and special reports

• 1 copy of annual reports to other recognised SEs’ in India.

• 6 copies of all notices/resolutions to issue new capital

• 3 copies of all other notices to shareholders & resolutions when they

become effective U/S 391 & 394.

• Copies of proceedings of all AGM/EGM

• 3 copies of notices issued/advertised for amalgamation /merger etc.

Advertisement in

News Paper for the

date of General

Meeting ( Section

172 of the Companies

Act)

As soon as issued to

share holders.

32 • Supply a copy of the complete and full Balance Sheet, Profit and Loss

Account and the Director’s Report, to each shareholder and upon

application to any member of the Exchange. Single copy may be

given to one household unless requested otherwise and abridged to all

shareholders in same household.

• In Balance Sheet, Cash flow statement as per standard AS-3 shall be

given.

• In case company has changed its name suggesting any new line of

business (including software) after 1st Jan, 98 or hereafter will

disclose the turnover and income from such new activity separately

for 3 years.

• Publish consolidated Financial Statements in its Annual Reports in

addition to

• Other disclosures.

33 Alteration in MOA& AOA

Furnish

• copies of notices for amendments in memorandum and articles.

• 6 copies (one certified) of such amendments when adopted in GM.

Soon after adoption

in GM.

36 Inform material events having bearing on performance/operations of Within 15 minutes of

company and other price sensitive information both at the time of

occurrence of the event and cessation of the event so as to enable the share

holders and public to appraise the position of the company.

• change in nature of business

• disruption of business due to natural calamity, loss/damage, isurance

coverage thereof.

• commencement of commercial production of unit revenues from

which for a full year is estimated to be not less than 10% of revenues

of issuer company.

• strike/lockout

• litigation /dispute with material impact

• revision in ratings

• issue of securities

• acquisition/merger/amalgamation

• forfeiture of shares

• cancellation of dividend/bonus /rights

Information to be made public immediately.

conclusion of the

board meeting by fax.

40 Substantial acquisition

Acquisition over 5% of voting capital – intimation by company &

authorised- intermediary &acquirer

Notify stock exchange that has affect on its assets and liabilities or

financial position, in general course of business leading to substantial

movement in price of securities.

To acquire 10% or more of voting capital – notify immediately public

announcement by offerer /offeree and company.

SEBI(Substantial acquisition & takeover code) 1997 be complied with

within 2 days

45 Share Transfer Compliance

• Appoint Company Secretary as Compliance Officer who shall be

responsible for monitoring the share transfer process and report to

Company’s Board in each meeting.

And directly liase with the authorities such as SEBI, SE, ROC and

investors w.r.t implementation of various rules, regulations and laws.

• Undertake due diligence survey to ascertain that RTA is sufficiently

equipped with infrastructure facilities to serve shareholders.

Insistence by the company that RTA shall produce a certificate from

practicing CS that all transfers have been completed within stipulated

time.

• Furnish information relating to loss of share certificates and issue of

duplicate shares.

• Company has to produce a copy of MOU entered with RTA

specifying their mutual responsibilities.

51 Feeding of following datas on the website of SEBI-

• Quarterly results

• Distribution Schdule for the qurter ended date

• Audited Financial results etc.

Documents

LISTING Agreement Compliance