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Parag Basu Deputy General Manager Corporation Finance Department Division of Issues and Listing-II Phone: +91 22 2285 0451-56, (Extn: 410)
22871582 Fax: +91 22 2204 5633. Email: paragb@sebi.gov.in SEBI/CFD/DIL/IDR/1/2006/3/4 April 3, 2006 The Managing Director/ Executive
Directors/Administrators Of All Stock Exchanges Dear Sir(s)/Madam(s), Sub: Listing Agreement for Indian Depository Receipts (IDRs) 1.
The
Central Government, on 2.
Accordingly,
SEBI has drafted a model listing agreement for such issues, which is annexed
herewith. The Listing Agreement shall be read in conjunction with the Companies
(Issue of Indian Depository Receipts) Rules, 2004 and Chapter VIA of the SEBI
(Disclosure & Investor Protection) Guidelines, 2000, the latter having been
issued vide SEBI circular no. SEBI/CFD/DIL/DIP/20/2006/3/4
dated 3.
The
Stock Exchanges are hereby directed to: (a)
make necessary amendments to the bye-laws for the
implementation of the above decision immediately (b)
bring the provisions of this circular to the notice of the
concerned entities and also to disseminate the same on the website for easy
access to the issuers and investors and (c)
communicate to SEBI, the status of the implementation of
the provisions of this circular in the Monthly Development Report 4.
This
circular is being issued in exercise of powers conferred by Sections 11(1) and
11A of the Securities and Exchange Board of India Act, 1992 to protect
the interests of investors in securities and to promote the development of, and
to regulate the securities market. 5.
These
amendments shall come into force from the date of the circular. This circular,
along with the annexure, is available on SEBI website at www.sebi.gov.in. Yours faithfully, Parag Basu Annexure MODEL LISTING AGREEMENT FOR LISTING OF
INDIAN DEPOSITORY RECEIPTS
This agreement made this ______________________ day
of_____________, ___ by
_____________________________________________________________________________ a
Company/ any other body duly formed and registered under the ________ Act of____________(country)
and having its Registered office
at___________________________________________________________________________________________________________________________
(hereinafter called “the Issuer”) with
the _________ STOCK EXCHANGE (hereinafter called ‘the stock exchange’). Witnesseth
WHEREAS
the Issuer has filed with the stock exchange an application for listing its Indian
Depository Receipts (hereinafter referred to as ‘IDRs’) more particularly
described in Schedule I annexed hereto and made a part hereof. AND
WHEREAS the issuer has filed with the Exchange an application for listing of
IDRs as defined in rule 3(i)(d) of the Companies (Issue of Indian Depository Receipts)
Rules 2004 against …….. (number) of equity shares issued having face value of
……………. which are deposited with ………. custodian. AND
WHEREAS it is a requirement of the stock 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 IDRs upon the list of the stock exchange. The Issuer agrees: a) that advices
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
advices of rights entitlement, wherever applicable, will be issued
simultaneously; 2. a) The
Issuer will notify stock exchange at least 7 days in advance of the date of the
meeting of its Board of Directors at which the recommendation or declaration of
a dividend or a rights issue or convertible debentures or of debentures
carrying a right to subscribe to equity shares or the passing over of the
dividend is due to be considered and 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. b) The
Issuer will give notice simultaneously to stock exchange in case any proposal
for declaration of bonus issue is to be placed before its Board of Directors and
is communicated as part of the agenda.
No prior intimation is required about the Board Meeting in case the
declaration of bonus issue by the company is not on the agenda of the Board Meeting. c) The
Issuers are also required to send the information in the format which is given
in Schedule III by e-mail 3. 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 Exchange, (within 15 minutes
of the closure of the board meeting) by phone, fax, telegram, e-mail: 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 Issuers are also required to send the information by
e-mail in the format which is given in Schedule IV. d) The Issuer shall be required to intimate the stock
exchanges within 15 minutes of the closure of the Board Meetings about any decision
on buyback of equity shares. 4. The
Issuer will notify the stock exchange at least twenty-one days in advance of
the date on and from which the dividend on shares will be payable . 5. The
issuer agrees to issue simultaneously the dividend warrants, wherever
applicable, which shall be payable at par at such centers as may be agreed to
between 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 stock exchange and the Issuer, so as to reach the holders of IDRs
on or before the date fixed for payment of dividend,. Provided that the issuer
may make arrangements for electronic credit of dividends within the aforesaid
time limit in such manner as may be approved by the stock exchange. 6. The
Issuer shall within 15 minutes of the closure of any board meeting where any of
the following matters are decided, intimate to the Stock Exchanges by phone,
fax, telegram, e-mail the following: a) short
particulars of any increase of capital whether by issue of bonus shares through
capitalization, or by issue of rights shares, or in any other manner; b) short
particulars of the reissues 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 thereto; c) short
particulars of any other alterations of capital, including calls; d) any
other information necessary to enable the holders of the IDRs to appraise the
issuer’s position and to avoid the establishment of a false market. 7. The
Issuer agrees: a) to fix
record date for the purpose of payment of dividends or distribution of any
other corporate benefits to IDR holders in consultation with stock exchange ; [s1]b) to issue – (i) advices
of allotment within six weeks of the record date for the purpose of making a
bonus issue; (ii)
letters of right within six weeks of the record date for the purpose of making
a rights issue and (iii) advices of allotment within six weeks of the last date
fixed by the Issuer for submission of letters of renunciation in case of rights
issue. 8. a) The
company agrees to obtain 'in-principle' approval for listing from the exchanges
where its IDRs are listed, before issuing further IDRs. The company agrees to
make an application to the Exchange for the listing of any new issue of IDRs. b) The
Issuer agrees to make true, fair and adequate disclosure in the offer
documents/draft prospectus/letter of offer in respect of any new or further
issue of IDRs. c) The
Issuer agrees that it shall not issue any prospectus/ offer document/ letter of
offer for public subscription of any IDRs unless the legal and regulatory requirements
relating thereto have been fulfilled. d) The
Issuer further agrees that the Issuer shall submit to the exchange the
following documents to enable it to admit/ list the said IDRs for dealing in SE,
such as - i) a copy
of letter indicating the observation on draft prospectus/ letter of offer/
offer documents by SEBI; and ii) a
certificate from a merchant banker acting as lead manager to the issue
reporting positive compliance by the issuer of the guidelines on disclosure and
investor protection issued by SEBI. and (iii) a
due diligence report from the domestic depository e) in the event of
non-submission of the documents as mentioned in sub-clause (d) above by the
Issuer to the stock exchange or withdrawal of the observation letter by SEBI at
any time before grant of permission for listing/ admission to dealing of the IDRs,
the IDRs 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. f) The company agrees that it shall disclose the
pre and post arrangement capital structure and share holding pattern to the IDR
holders in case of corporate restructuring like mergers / amalgamations and
other schemes in advance g) The company agrees to ensure that any scheme
of arrangement/amalgamation/merger/ reconstruction/reduction of capital, etc.,
to be presented to any 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 purpose of this sub-clause,
’securities laws' mean the Companies (Issue of Indian Depository Receipts)
Rules, 2004, the SEBI Act, 1992, the Securities Contracts (Regulation) Act,
1956, the Depositories Act, 1996 and section 605A of the Companies Act, 1956 and
the provisions thereof which are administered by SEBI under section 55A and,
the rules, regulations, guidelines etc. made under these Acts and the Listing
Agreement. 9. In the
event of the Issuer granting any options to purchase any shares of the Issuer,
the Issuer will promptly notify SE: a) of the
number of shares covered by such options, of the terms thereof and of the time
within which they may be exercised; b) of any
subsequent changes or cancellation or exercise of such options. 10. (1)
The issuer shall notify the exchange without delay of any change in the rights
attaching to any class of equity shares into which the IDRs are exchangeable. 11. The
Issuer will promptly notify SE: a) of any
change in the Issuer’s directorate by death, resignation, removal or otherwise; b) of any
change of Managing Director,; c) of any
change of Auditors appointed to audit the books and accounts of the Issuer; d) of any
change in the compliance officer and company secretary; e) of any
change in the domestic depository or the overseas custodian bank. 12. The Issuer
will forward to stock exchange promptly and without application:- a) copies
of the Annual Reports, which shall include the Balance Sheet and Profit &
Loss Account, Directors’ Report and the Auditors Report and of all periodical
and special reports as soon as they are issued; b) copies
of all notices, resolutions and circulars relating to new issue of capital
prior to their dispatch to the equity shareholders or IDR holders; c) copies
of all the notices, call letters or any other circulars including notices of
meetings at the same time as they are sent to the equity shareholders, IDR
holders, debenture holders or creditors or any class of them or as they are advertised
in the Press. d) copy
of the proceedings at all Annual and Extraordinary General Meetings of the
Issuer; e) copy
of the deposit agreement as soon as it is executed. f) copies
of all notices, circulars, etc., issued or advertised in the press either by
the Issuer, or by any other body corporate which the Issuer proposes to absorb
or with which the Issuer 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 equity shareholders, IDR holders or any class of them and copies
of the proceedings at all such meetings. 13. The
Issuer agrees:- a) that
it will not exercise a lien on its fully paid IDRs and that in respect of
partly paid IDRs it will not exercise any lien except in respect of moneys
called or payable at a fixed time in respect of such IDRs; b) 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; c) that
if any amount be paid up in advance of calls on any IDRs 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; [s2]e) that when notice is
given to its security holders by advertisement, it will advertise such notice
in at least one leading National daily newspaper. 14. 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 : Distribution
of Shareholding as on quarter ending …..
* as defined in
Regulation 2(h) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997s. # as defined in
Regulation 2(e) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 Note 1: The Name, Number
of shares held and percentage shareholding of entities / persons holding more
than 1 percent of the shares of the company shall be given under each head. Note 2:
The company shall also post this information on its web site and on the EDIFAR
website. 15. Apart from complying with all specific requirements as above, the
Issuer will intimate
to the Stock Exchanges, immediately of events such as strikes, lock
outs, closure on account of power cuts, etc. and all events which will have a
bearing on the performance / operations of the company as well as price
sensitive information both at the time of occurrence of the event and
subsequently after the cessation of the event in order to enable the IDR holders
and the public to appraise the position of the Issuer and to avoid the
establishment of a false market in its IDRs. In addition, the Issuer will
furnish to stock exchange on request such information concerning the Issuer as
the stock exchange may reasonably require. The material events may be events
such as: a. Change in the general character or nature of business The Issuer 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 Issuer entering into
or proposing to enter into any arrangement for technical, manufacturing,
marketing or financial tie-up or by reason of the Issuer, selling or disposing
of or agreeing to sell or dispose of any unit or division or by the Issuer,
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. b. Disruption of operations due to natural calamity The issuer 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 Issuer 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
therefrom, 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 IDRs. c. Commencement of Commercial Production/Commercial
Operations The issuer 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 Issuer for the year. d. Developments with respect to pricing/realisation arising
out of change in the regulatory framework The Issuer 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 authorities’ policies provided the change can reasonably be expected
to have a material impact on its present or future operations or its
profitability. e. Litigation /dispute with a material impact The issuer 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. f. Revision in Ratings The Issuer will promptly
notify the Exchange, the details of any rating or revision in rating assigned
to any debt or equity instrument of the Issuer or to any fixed deposit
programme or to any scheme or proposal of the Issuer involving mobilisation 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 Issuer. g. 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 IDRs. ii.
Acquisition, merger, de-merger, amalgamation, restructuring,
scheme of arrangement, spin off of setting divisions of the company, etc. iii.
Change in market lot of the company's shares, sub-division of
equity shares of the company. iv.
Voluntary delisting by the company from any stock exchange(s). v.
Forfeiture of shares. vi.
Any action which will result in alteration in the terms regarding
redemption/cancellation/retirement in whole or in part of any IDRs or the
underlying equity shares issued by the company. vii.
Information regarding status of opening and closing of any issue
of equity shares or any other class of securities to be issued abroad. viii.
Cancellation of dividend/rights/bonus, etc. ix.
Delisting or withdrawal of admission to dealings or suspension of
trading of any securities of the issuer from any stock exchange whether in The above information
should be made public immediately. 16. The issuer hereby
authorizes the Exchange to make available immediately to its members and to the
Press any information supplied by the Issuer in compliance with any of the
listing requirements provided that in cases where it is contended that such
disclosure might be detrimental to the Issuer’s interest a special submission
to that effect may be made for the consideration of stock exchange when
furnishing the information. 17. The Issuer agrees
that as soon as its IDRs are listed on SE, it will pay to the stock exchange an
initial listing fee as prescribed in Schedule
II annexed hereto and made a part hereof, and that thereafter, so long as
the IDRs continue to be listed on the 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 II 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
IDRs arising out of further issue, as is computed in terms of Schedule II annexed hereto and made a
part thereof for any addition in the capital after March 31 18. The Issuer agrees
that in the event of application for listing being granted in pursuance of this
agreement, the issuer shall be subject to the Rules, Bye-laws and Regulations
of stock exchange and SEBI circulars, Rules, guidelines & regulations in
regard to listing of IDRs which now are or hereafter may be in force. As a
pre-condition for continued listing the Issuer further undertakes to forthwith
comply with such future conditions as may be stipulated by stock exchange from
time to time as conditions and requirements for listing of IDRs. 19. The Issuer agrees
that it shall be a condition precedent for issuance of new IDRs, that it shall
deposit before the opening of subscription list and keep deposited with the
stock exchange (in cases where the IDRs 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 IDRs offered for subscription to the public
and/or to the holders of existing IDRs of the Issuer, as the case may be, for
ensuring compliance by the Issuer, within the prescribed or stipulated period,
of all prevailing requirements of law and all prevailing listing requirements
and conditions as mentioned in, and refundable or forfeitable in the manner
stated in the Rules, Bye-laws and Regulations of the stock exchange for the
time being in force. 50% of the above
mentioned security deposit should be paid to the stock exchange in cash. The
balance amount can be provided for by way of a bank guarantee. The amount to be
paid in cash shall be limited to Rs. 3 crores. The said amount at the security
deposit will be released by stock exchange after the issuer obtains No
Objection Certificate from SEBI. 20 (1) The company
agrees that it will furnish on a quarterly basis a statement to the stock
exchange indicating the variations between projected utilisation of funds and/
or projected profitability statement made by it in its prospectus or letter of
offer and the actual utilisation of funds and/ or actual profitability. (2) The statement
referred to in sub-clause (1) shall be given for each of the years for which
projections are provided in its prospectus/ letter of offer/ of IDRs and shall
be published in newspapers simultaneously with the audited financial results as
required under clause 35. (3) If there are
material variations between the projections and the actual utilisation/
profitability, the company shall furnish an explanation therefor in the
advertisement and shall also provide the same in the Directors’ Report. (4) The certificate
obtained by the issuer from its statutory auditor or a Chartered Accountant as
required by rule 11(i) of the Companies (Issue of Indian Depository Receipts)
Rules, 2004 shall also be published in the newspapers along with the statement
mentioned in sub-clause (2). 21. Without prejudice to any other provisions of this agreement, in
general and its Clause 18 in particular as a condition for continued listing,
the Issuer shall comply with the provisions of the relevant Acts including the section
605A of the Companies Act, 1956, Companies (Issue of Indian Depository
Receipts) Rules, 2004, Securities Contracts (Regulation) Act, 1956, Securities Contract
Regulation Rules, 1957, guidelines issued from time to time by the
Government and/or the Securities and Exchange Board of India including
additional disclosures required to be made for IDR issues in the Guidelines on
Disclosure and Investor Protection. 22. The issuer agrees
that – (a) as far as possible
allotment of IDRs offered to the public shall be made within 30 days of the
closure of the public issue; (b) it shall pay
interest @ 15% per annum if the allotment has not been made and or refund
orders have not been dispatched to the investors within 30 days from the date
of the closure of the issue. 23. The Issuer agrees: (a) to appoint the Company Secretary of the
Issuer as Compliance Officer who will directly liaise with the authorities such
as SEBI, Stock Exchanges, ROC etc., and investors with respect to
implementation of various clause, rules, regulations and other directives of
such authorities and investor service & complaints related matter. (b) to undertake a due
diligence survey to ascertain whether the RTA is sufficiently equipped with infrastructure facilities such as
adequate manpower, computer hardware and software, office space, documents
handling facility etc., to serve the IDR holders (c) to furnish a copy of
agreement or MOU entered into with overseas custodian bank, domestic
depository, merchant banker and RTA to the stock exchange. 24 - Corporate Governance The company agrees to
comply with the corporate governance requirements stipulated in this clause: I. Board of Directors (A) Composition of Board (i)
The Board of directors
of the company 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. (iii)
For the purpose of the sub-clause (ii), the expression
‘independent director’ shall mean a non-executive director of the company who: a. apart from receiving director’s remuneration,
does not have any material pecuniary relationships or transactions with the
company, its promoters, its directors, its senior management or its holding company,
its subsidiaries and associates which may affect independence of the director; b. is not related to promoters or persons
occupying management positions at the board level or at one level below the
board; c. has not been an executive of the company in
the immediately preceding three financial years; d. is not a partner or an executive or was not
partner or an executive during the preceding three years, of any of the
following: i) the
statutory audit firm or the internal audit firm that is associated with the
company, and ii) the
legal firm(s) and consulting firm(s) that have a material association with the
company. e. is not a material supplier, service provider or customer or a lessor
or lessee of the company, which may affect independence of the director; and f. is not a substantial shareholder of the
company i.e. owning two percent or more of the block of voting shares. Explanation For the purposes of the
sub-clause (iii): a.
Associate shall mean a company which is an “associate” as defined
in Accounting Standard (AS) 23, “Accounting for Investments in Associates in
Consolidated Financial Statements”, issued by the Institute of Chartered
Accountants of India. b.
“Senior management” shall mean personnel of the company 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. c.
“Relative” shall mean “relative” as defined in section 2(41) and
section 6 read with (iv)
Nominee directors appointed by an institution which has invested in or lent to
the company 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 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 require previous approval of shareholders in general
meeting. The shareholders’ resolution shall specify the limits for the maximum
number of stock options that can be granted to non-executive directors,
including independent directors, in any financial year and in aggregate. “Provided that the
requirement of obtaining prior approval of shareholders in general meeting
shall not apply to payment of sitting fees to non-executive directors, if made
within the limits prescribed under the Companies Act, 1956 for payment of
sitting fees without approval of the Central Government.” (C) Other provisions as to Board and Committees
(i)
The board shall meet at least four times a year, with a maximum
time gap of four months between any two meetings. The minimum information to be
made available to the board is given in Annexure–
I A. (ii)
A director shall not be a member in more than 10 committees or act
as Chairman of more than five committees across all companies in which he is a
director. Furthermore it should be a mandatory annual requirement for every
director to inform the company about the committee positions he occupies in
other companies and notify changes as and when they take place. Explanation: 1. For the purpose of
considering the limit of the committees on which a director can serve, all
public limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies and
companies under Section 25 of the Companies Act shall be excluded. 2. For the purpose of
reckoning the limit under this sub-clause, Chairmanship/ membership of the
Audit Committee and the Shareholders’ Grievance Committee alone shall be
considered.
(iii)
The Board shall periodically review compliance reports of all laws
applicable to the company, prepared by the company as well as steps taken by
the company to rectify instances of non-compliances. (D) Code of Conduct
(i)
The Board shall lay down a code of conduct for all Board members
and senior management of the company. The code of conduct shall be posted on
the website of the company.
(ii)
All Board members and senior management personnel shall affirm
compliance with the code on an annual basis. The Annual Report of the company
shall contain a declaration to this effect signed by the CEO. Explanation: For this
purpose, the term “senior management” shall mean personnel of the company 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 Committee A
qualified and independent audit committee shall be set up, giving the terms of
reference subject to the following: (i) The audit committee
shall have minimum three directors as members. Two-thirds of the members of
audit committee shall be independent directors. (ii) All members of
audit committee shall be financially literate and at least one member shall
have accounting or related financial management expertise. Explanation 1: The term “financially literate” means the ability to read
and understand basic financial statements i.e. balance sheet, profit and loss
account, and statement of cash flows. Explanation 2: A member will be considered to have accounting or related
financial management expertise if he or she possesses experience in finance or
accounting, or requisite professional certification in accounting, or any other
comparable experience or background which results in the individual’s financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.
(iii)
The Chairman of the Audit Committee shall be an independent
director;
(iv)
The Chairman of the Audit Committee shall be present at Annual
General Meeting to answer shareholder queries;
(v)
The audit committee may invite such of the executives, as it
considers appropriate (and particularly the head of the finance function) to be
present at the meetings of the committee, but on occasions it may also meet
without the presence of any executives of the company. The finance director, head of internal audit
and a representative of the statutory auditor may be present as invitees for
the meetings of the audit committee;
(vi)
The Company Secretary shall act as the secretary to the committee. (B) Meeting of Audit Committee The audit committee
should meet at least four times in a year and not more than four months shall
elapse between two meetings. The quorum
shall be either two members or one third of the members of the audit committee
whichever is greater, but there 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 company’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 Director’s Responsibility
Statement to be included in the Board’s report in terms of clause (2AA) of
section 217 of the Companies Act, 1956 b.
Changes, if any, in accounting policies and practices and reasons
for the same c.
Major accounting entries involving estimates based on the exercise
of judgment by management d.
Significant adjustments made in the financial statements arising
out of audit findings e.
Compliance with listing and other legal requirements relating to
financial statements f.
Disclosure of any related party transactions g.
Qualifications in the draft audit report. 5.
Reviewing, with the management, the quarterly financial statements
before submission to the board for approval 6.
Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems. 7.
Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage
and frequency of internal audit. 8.
Discussion with internal auditors any significant findings and
follow up there on. 9.
Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity
or a failure of internal control systems of a material nature and reporting the
matter to the board. 10.
Discussion with statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern. 11.
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. 12.
To review the functioning of the Whistle Blower mechanism, in case
the same is existing. 13.
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. Explanation (ii): If the company has set up an audit committee pursuant to
provision of the Companies Act, the said audit committee shall have such
additional functions / features as is contained in this clause. (E) Review of information by Audit Committee The Audit Committee
shall mandatorily review the following information: 1.
Management discussion and analysis of financial condition and
results of operations; 2.
Statement of significant related party transactions (as defined by
the audit committee), submitted by management; 3.
Management letters / letters of internal control weaknesses issued
by the statutory auditors; 4.
Internal audit reports relating to internal control weaknesses;
and 5.
The appointment, removal and terms of remuneration of the Chief
internal auditor shall be subject to review by the Audit Committee III. Subsidiary Companies
i. At least one independent director on the
Board of Directors of the holding company shall be a director on the Board of
Directors of a material non-listed Indian subsidiary company. ii. The Audit Committee of the listed holding
company shall also review the financial statements, in particular, the
investments made by the unlisted subsidiary company. iii.
The minutes of the Board meetings of the unlisted subsidiary
company shall be placed at the Board meeting of the listed holding
company. The management should
periodically bring to the attention of the Board of Directors of the listed
holding company, a statement of all significant transactions and arrangements
entered into by the unlisted subsidiary company. Explanation 1:
The term “material non-listed Indian subsidiary” shall mean an unlisted
subsidiary, incorporated in India, whose turnover or net worth (i.e. paid up
capital and free reserves) exceeds 20% of the consolidated turnover or net
worth respectively, of the listed holding company and its subsidiaries in the
immediately preceding accounting year. Explanation 2:
The term “significant transaction or arrangement” shall mean any
individual transaction or arrangement that exceeds or is likely to exceed 10%
of the total revenues or total expenses or total assets or total liabilities,
as the case may be, of the material unlisted subsidiary for the immediately
preceding accounting year. Explanation 3: Where a listed holding company has a
listed subsidiary which is itself a holding company, the above provisions shall
apply to the listed subsidiary insofar as its subsidiaries are concerned. IV. Disclosures (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 disclosed in the financial
statements, together with the management’s explanation as to why it believes
such alternative treatment is more representative of the true and fair view of
the underlying business transaction in the Corporate Governance Report. (C) Board Disclosures –
Risk management
The company shall lay
down procedures to inform Board members about the risk assessment and
minimization procedures. These procedures shall be periodically reviewed to
ensure that executive management controls risk through means of a properly
defined framework. (D) Proceeds from public
issues, rights issues, preferential issues etc.
When money is raised
through an issue (public issues, rights issues, preferential issues etc.), it
shall disclose to the Audit Committee, the uses / applications of funds by
major category (capital expenditure, sales and marketing, working capital,
etc), on a quarterly basis as a part of their quarterly declaration of
financial results. Further, on an annual basis, the company shall prepare a
statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and place it
before the audit committee. Such
disclosure shall be made only till such time that the full money raised through
the issue has been fully spent. This statement shall be certified by the
statutory auditors of the company. The audit committee shall make appropriate
recommendations to the Board to take up steps in this matter. (E)
Remuneration of Directors
(i) All pecuniary
relationship or transactions of the non-executive directors vis-à-vis the
company shall be disclosed in the Annual Report. (ii)
Further the following disclosures on the remuneration of directors shall be
made in the section on the corporate governance of the Annual Report: (a)
All elements 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 company shall publish its criteria of making payments to
non-executive directors in its annual report. Alternatively, this may be put up
on the company’s website and reference drawn thereto in the annual report. (iv)
The company 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 company 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) Management (i) As part of the directors’ report or as an
addition thereto, a Management Discussion and Analysis report should form part
of the Annual Report to the shareholders. This Management Discussion &
Analysis should include discussion on the following matters within the limits
set by the company’s competitive position: i.
Industry structure and developments. ii.
Opportunities and Threats. iii.
Segment–wise or product-wise performance. iv.
Outlook v.
Risks and concerns. vi.
Internal control systems and their adequacy. vii.
Discussion on financial performance with respect to operational
performance. viii. Material developments in
Human Resources / Industrial Relations front, including number of people
employed. (ii)
Senior management shall make disclosures to the board relating to all
material financial and commercial transactions, where they have personal
interest, that may have a potential conflict with the interest of the company
at large (for e.g. dealing in company shares, commercial dealings with bodies,
which have shareholding of management and their relatives etc.) Explanation: For this purpose, the term "senior
management" shall mean personnel of the company who are members of its.
core management team excluding the Board of Directors). This would also include
all members of management one level below the executive directors including all
functional heads. (G) Shareholders (i) In case of the appointment of a new director
or re-appointment of a director the shareholders must be provided with the
following information: (a)
A brief resume of the director; (b)
Nature of his expertise in specific functional areas; (c)
Names of companies in which the person also holds the directorship
and the membership of Committees of the Board; and (d)
Shareholding of non-executive directors as stated in Clause 24 (IV)
(E) (v) above (ii) Quarterly results
and presentations made by the company to analysts shall be put on company’s
web-site, or shall be sent in such a form so as to enable the stock exchange on
which the company is listed to put it on its own web-site. (iii) 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’. (iv) To expedite the
process of share transfers, the Board of the company 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 function discharging that function shall
certify to the Board that: (a) They have reviewed financial statements and the cash flow statement for
the year and that to the best of their knowledge and belief : (i) these statements do not contain
any materially untrue statement or omit any material fact or contain statements
that might be misleading; (ii) these statements together present
a true and fair view of the company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations. (b) There are, to the best of their knowledge and belief, no transactions
entered into by the company during the year which are fraudulent, illegal or
violative of the company’s code of conduct. (c) They accept
responsibility for establishing and maintaining internal controls for financial
reporting and that they have evaluated the effectiveness of internal control
systems of the company pertaining to financial reporting and they have
disclosed to the auditors and the Audit Committee, deficiencies in the design
or operation of such internal controls, if any, of which they are aware and the
steps they have taken or propose to take to rectify these deficiencies. (d) They have indicated to
the auditors and the Audit committee (i)
significant changes in internal control over financial reporting
during the year; (ii)
significant changes in accounting policies during the year and
that the same have been disclosed in the notes to the financial statements; and
(iii)
instances of significant fraud of which they have become aware and
the involvement therein, if any, of the management or an employee having a
significant role in the company’s internal control system over financial
reporting. VI. Report on Corporate Governance (i) There
shall be a separate section on Corporate Governance in the Annual Reports of
company, with a detailed compliance report on Corporate Governance.
Non-compliance of any mandatory requirement of this clause with reasons thereof
and the extent to which the non-mandatory requirements have been adopted should
be specifically 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 quarter as per the format given in Annexure
I B. The report shall be signed either by the Compliance Officer or the
Chief Executive Officer of the company VII.
Compliance (1) The company 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 company. The same certificate shall also
be sent to the Stock Exchanges along with the annual report filed by the
company. (2) The non-mandatory
requirements given in Annexure – I D may
be implemented as per the discretion of the company. However, the disclosures of the compliance
with mandatory requirements and adoption (and compliance) / non-adoption of the
non-mandatory requirements shall be made in the section on corporate governance
of the Annual Report. 25. (1) The company agrees that it shall file the following
information, statements and reports on the Electronic Data Information Filing
and Retrieval (EDIFAR) website maintained by National Informatics Centre (NIC),
on-line, in such manner and format and within such time as may be specified by
SEBI : 1. Full
version of annual report including the balance sheet, profit and loss account,
director’s report and auditor’s report; cash flow statements; half yearly
financial statements and quarterly financial statements. 2. Corporate governance report. 3. Shareholding pattern statement. 4.
Statement of action taken against the company by any regulatory
agency. 5.
Deposit agreement. 6.
Such other statement, information or report as may be specified by
SEBI from time to time in this regard. Provided that the requirement of this clause shall be in addition
to and not in derogation from the requirements of other clauses of this listing
agreement, which may require filing of any statements, reports and information
in the physical or other form with the exchange. (2) The company agrees that it shall appoint a compliance officer
who shall be responsible for filing the above information in the EDIFAR system.
The compliance officer and the company shall ensure the correctness and
authenticity of the information filed in the system and that it is in
conformity with applicable laws and terms of the listing agreement. (3) The
company undertakes that while filing the information in the EDIFAR system, it
shall make the following disclaimer clause: ‘The information
furnished above is certified by [company’s name] to be true, fair and accurate
(except in respect of errors in or omissions from documents filed
electronically that result solely from electronic transmission errors beyond
our control and in respect of which we take corrective action as soon as it is
reasonably practicable after becoming aware of the error or the omission).
SEBI, the Stock Exchanges or the NIC do not take any responsibility for the
accuracy, validity, consistency and integrity of the data entered and updated
by it.’ The name of the compliance officer with his designation and the
company’s name shall be displayed immediately below the disclaimer clause. 26. The
issuer agrees that the underlying shares of IDRs should rank pari passu with
the existing shares of the same class and the fact of having different classes
of shares based on different criteria, if any, should be disclosed by the
company in every offer document issued in 27. The
issuer shall comply with all the clauses in this agreement, so long as the same
are not inconsistent with the rules/regulations of the country of its origin. 28. The
issuer agrees to forward, on a continuous basis, any information requested by
the Exchange, in the interest of investing public from time to time. 29. The
issuer agrees that it shall comply, at all times, with the
rules/regulations/laws of the country of origin. 30. The
issuer agrees to inform the Exchanges, of any action/investigations initiated
by any regulatory/statutory authority and the purpose for which it was
initiated. 31. The
issuer agrees that the competent Courts, Tribunals and regulatory authorities in
32 All
correspondence including the periodic reports with the Stock Exchanges and the
IDR holders shall be in English. All financial statements required to be
disclosed on a continuous basis are to be given in English 33. Annual Report The Issuer agrees to send to its IDR holders a copy of the Annual
Report within four months of the end of the financial year. The annual report
shall contain the Board’s report, Balance Sheet, Profit and Loss Account, Cash
Flow Statement and the auditor’s report thereon. The Issuer further agrees to
simultaneously file the same with the Exchange. The minimum amount of information
that is to be contained in the Board’s report is given in Schedule V. 34. (1) The issuer
agrees either to comply with Indian GAAP (including all Accounting Standards
issued by the Institute of Chartered Accountants of India) or with the
International Financial Reporting Standards (IFRS) [including the International
Accounting Standards (IAS)] or with US GAAP in the preparation and disclosure
of its financial results. The Accounting / Reporting Standard followed for the
quarterly results should be consistent with that of the Annual results. (2) In case the issuer opts to prepare and
disclose its financial results as per IFRS/US GAAP, it agrees to also comply
with clauses 35 and 36. In such case, the annual and quarterly financial
results shall be audited by a professional accountant or certified public
accountant in accordance with the International Standards on Auditing (ISA).
The auditor’s report shall also be prepared in accordance with the ISA. (3) In case the issuer opts to prepare and
disclose its financial results as per Indian GAAP, it agrees to comply, as far
as may be, with clauses 37 and 38 and with the provisions of the Companies Act,
1956 relating to authentication and presentation of annual accounts as far as
may be practicable. In such case, the annual and quarterly financial results
shall be audited by a Chartered Accountant within the meaning of Chartered
Accountants Act, 1949 who is not disqualified in terms of section 226 of the
Companies Act, 1956, in accordance with Indian GAAP. The auditor’s report
shall, as far as may be possible, be prepared in accordance with section 227 of
the Companies Act, 1956 and the Indian GAAP. Provided that the annual
and quarterly financial results shall in both cases be audited. . 35. This clause shall apply where the
issuer opts to prepare and disclose the annual financial results in accordance
with the IFRS/US GAAP and in such case, the issuer shall while complying with
this clause, comply also with the relevant standards of IFRS/US GAAP. A. Annual Accounts (1) Where the issuer has subsidiaries, it shall publish
Consolidated Financial Statements, in the annual report in addition to the
individual financial statements. The Consolidated Financial Statements shall
also be audited by the statutory auditors of the issuer. (2) The Annual Report shall
contain ‘Related Party Disclosures’. (3) The annual accounts shall also contain the following
disclosures:
(4) Issuers who change their name
suggesting any new line of business (including software business) shall
disclose the turnover and income etc from such new activities separately in the
annual accounts for a period of three years from the date of change in name. (5) The cash flow statement shall be a part of the Annual accounts
as well as the Annual Report B. Directors Report The Issuer agrees to disclose in the Directors Report the name and address of each Stock Exchange at which the issuer's
securities are listed and also confirm that Annual Listing Fee has been paid to
each of the exchange. 36. Quarterly Financial Results This clause shall apply where the issuer opts to prepare and
disclose the quarterly financial results in accordance with the IFRS/US GAAP
and in such case, the issuer shall while complying with this clause, comply
also with the relevant standards of IFRS/US GAAP. A. General (1)
The Issuer agrees that it will furnish audited financial results
on a quarterly basis within one month from the end of quarter (3 months) to the
Stock Exchange. (2)
The Board of Directors or its Sub Committee should take on record
the unaudited quarterly results which shall be signed by the Managing Director
/ Executive Director. (3)
The Issuer 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 newspaper
and one regional language newspaper about the date of aforesaid Board or its
Sub Committee Meeting. (4)
The Issuer shall make an announcement to the Stock Exchanges,
where the Issuer is listed, 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. (5)
The Issuer shall within 48 hours of the conclusion of the Board or
its Sub Committee Meeting publish the unaudited financial results in at least
one English daily newspaper circulating in the whole or substantially the whole
of B. Preparation of the Financial Results (1)
The Issuer may publish consolidated financial results in addition
to the standalone financial results under this clause. (2)
Issuers who change their name suggesting any new line of business
(including software business) shall disclose the turnover and income etc. from
such new activities separately in the financial results for a period of three
years from the date of change in name. (3)
In case there are changes in the accounting policies from those
followed in the previous year, the results of previous year will be recast as
per the present accounting policies (IFRS/US GAAP), to make it comparable with
current year results. (4)
The issuer shall follow the applicable IFRS/US GAAP, including
those on segment reporting. (5)
The issuer agrees that where it has not yet commenced its
commercial production, it will make additional quarterly disclosures regarding
the balance of unutilised monies raised by issue and the form in which such
unutilised funds have been invested by the issuer. (6)
The unaudited results should not substantially differ from the
audited results of the Issuer. If the
sum total of the First, Second, Third and Fourth quarterly results in respect
of any item given in the same pro-forma varies by 20 per cent when compared
with the audited results for the full year the Issuer shall explain the reasons
to the Stock Exchanges and in the annual report. 37. The issuer will submit
a cash flow statement along with the 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 statement shall be issued under the
authority of the Board and shall be signed on behalf of the Board of Directors
in the manner provided in Schedule V a. Consolidated Financial
Statement: ·
Companies shall be mandatorily required to publish Consolidated
Financial Statements in the annual report in addition to the individual
financial statements. ·
Audit of Consolidated Financial Statements by the statutory
auditors of the company and the filing of Consolidated Financial Statements
audited by the statutory auditors of the company with the stock exchanges shall
be mandatory. b. Related Party Disclosures : ·
Companies shall be required to make disclosures in compliance with
the Accounting Standard on "Related Party Disclosures" in the annual
reports. 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 exchange at which the issuer's securities
are listed and also confirm that Annual Listing Fee has been paid to each of
the exchange. iv) The following disclosure requirements are prescribed for the
listed companies in the annual accounts of the company.
Note : 1) For the purpose of the above
disclosures the terms "parent" and "subsidiary" shall have
the same meaning as defined in the Accounting Standard on Consolidated
Financial Statement (AS21) issued by ICAI. 2) For the purpose of the above
disclosures the terms ‘Associate’ and ‘Related Party’ shall have the same
meaning as defined in the Accounting Standard on "Related Party
Disclosures (AS 18)" issued by ICAI Issuers who change their
name suggesting any new line of business (including software business) shall
disclose the turnover and income etc from such new activities separately in the
annual results. 38. Company agrees that it
will furnish audited financial results on a quarterly basis in the following
pro-forma within one month from the end of quarter (Quarter means 3 months
only) to the Stock Exchange and will make an announcement to the stock
exchanges, where the company is listed, 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 audited 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 newspaper circulating
in the whole or substantially the whole of India. The Board of Directors or its
Sub Committee should take on record the audited 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 newspaper about
the date of aforesaid Board or its Sub Committee Meeting. a.
Segment Reporting ·
Companies shall be required to furnish segment wise revenue,
results and capital employed along with the quarterly un-audited financial
results as per the format given below. Format for
Reporting of Segment wise Revenue, Results and Capital Employed (Rs in Lakhs)
Note : a.
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. b.
The above information shall be furnished for each of the
reportable primary segments as identified in accordance with AS-17, issued by
ICAI. c.
Accounting for Taxes on Income: ·
Companies shall be required to comply with the accounting standard
on "Accounting for Taxes on Income" in respect of the quarterly
un-audited financial results d.
Consolidated Financial Results: ·
Publication of consolidated annual
financial results along with stand-alone annual financial results shall be mandatory. The companies shall however continue to have
the option to publish consolidated financial results along with stand alone
financial results on a quarterly/half yearly basis. e.
Companies shall be required to publish alongwith quarterly audited
financial results, the number of investor complaints pending at the beginning
of the quarter, received and disposed off during the quarter and lying
unresolved at the end of the quarter The audited quarterly results prepared by the company shall be approved
by the Board of Directors Format for publication of Annual audited results
(Rs in lacs)
Companies which have
changed their name suggesting any new line of business (including software
business) shall disclose the turnover and income etc from such new activities
separately in the quarterly/annual results. Companies
which change their names hereafter shall make such disclosures and shall
continue to make these disclosures for a period of 3 years from the date of
change in the name. The
quarterly results shall be prepared on the basis of accrual accounting policy
and on uniform accounting practices for all the periods. The audited results
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 pro-forma for submitting the results for companies is
given below: Quarterly Results For Period ______ To_________
(Rs.
In Lakhs)
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