LISTING AGREEMENT
Compliances and Case Studies
-P.JAGANNATHAM
M.COM, LL.B, FCS
Corporate Advocate
9849013591
Compiled by:
Puttaparthi Jagannatham & CO.
Company Secretaries
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OVERVIEW
MSOP
Welcome to MSOP.
• MSOP is meant for an interaction with experienced
faculty which will enhance the students self-confidence
prior to their becoming members.
• FOCUS: Among other things build a bridge between
knowledge acquired and its application in actual work
situation.
Puttaparthi Jagannatham & Co.,
Company Secretaries
WHAT IS COVERED ?
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Importance
Agreement
Important clauses
FAQ’s and Case Studies
Consequences for default
Suggestions….. If you want to take !
WHY IT IS IMPORTANT
• Paves Way to Become to Complete professional .
• Comprehensive code of SEBI Regulations, CA, Securities
Act and Rules. Presupposes Knowledge of various laws Contract Act, Depositories Act
• Makes you understand that SEBI Compliances are
ensured through the listing Dept of SE and you are
important
• BEFORE YOU GO -------- WHAT IS PRESUPPOSED of YOU
it helps to have knowledge of SE’s, No. of exchanges, turn
over, opportunities for employment /profession, how u
r made important ,Reading pink papers and listening to
News channels
WHAT IS LISTING AGREEMENT?
• Listing means admission of the securities to dealings .
• Listing Department to grant approval for listing of
securities of Companies in accordance with the
provisions .
• Companies to make certain disclosures and perform
certain acts.
• Listing Department monitors the compliance of the
companies .
Important Clauses
• 55 clauses . Here we cover few
Compliances
• Periodical compliances
• Event based compliances
Clause 16
• The Company to close its transfer books at least once
a year at the time of A.G.M.
• Time Limit: At least 7 working days in advance.
• Minimum time gap between the two book
closures/record dates: at least 30 days.
Clause 31 & 32
• Forward to the exchange: 6 copies of annual reports,
B/s, P&L, notices, resolutions, etc., a copy of
proceedings at A.G.M and E.G.M, 3 copies of
notices/circulars in case of merger/amalgamation;
etc.,
• Time limit – promptly.
• Clause 32 - Mode of supplying Annual Reports to
shareholders - soft copies of annual reports to all
those who have registered their email addresses
and hard copies to those who have not and to those
who request for the same.
Clause 35
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File- share holding pattern, details of: shares locked in, Depositories Receipt
(DRs), shares pledged or otherwise encumbered, etc., details of holding held
under partly paid-up shares, outstanding convertible securities and warrants if
any, etc.,
Time limit – (a)one day prior to listing of its securities, (b)on quarterly basis
within 21 days from the end of each quarter and (c)within 10 days of any
capital restructuring resulting in a change exceeding +/- 2% of its total paid up
share capital.
Insertion of Clause 35A – to disclose the voting results in prescribed format to
the exchanges and to place the same on their websites with in 48 hours from
the conclusion of the concerned share holders’ meeting. Applicable to top
500 listed entities based on market capitalization.
Change in the format of disclosure pursuant of SEBI (SAST) Regulations 2011 –
as per the amendment, to disclose the holding of securities (including shares,
warrants, convertible securities) for the category: promoter and promoter
group, “public” and holding more than 1% and 5% of the total number of
shares of the Company.
Clause 40A
• Minimum level of public share holding
• The company agrees to comply with the requirements
specified in Rule 19(2)(b) and Rule 19A of the Securities
Contracts (Regulation) Rules, 1957.
• Where the company is required to achieve the minimum
level of public shareholding specified in Rule 19(2)(b)
and/or Rule 19A of the Securities Contracts (Regulation)
Rules, 1957, it shall adopt any of the following methods
to raise the public shareholding to the required level:• (a) issuance of shares to public through prospectus; or
• (b) offer for sale of shares held by promoters to public
through prospectus; or
• (c) sale of shares held by promoters through the secondary
market.
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(d) Institutional Placement Programme (IPP) - As per the
amendment, the minimum level of public shareholding may also be
achieved through Institutional Placement Programme (IPP) in terms
of SEBI (ICDR) Regulations, 2009.
• (e)Rights Issues to public shareholders, with promoter/promoter
group shareholders forgoing their entitlement to equity shares,
whether present or future, that may arise from such issue.
• (f) Bonus Issues to public shareholders, with promoter/promoter
group shareholders forgoing their entitlement to equity shares,
whether present or future, that may arise from such issue.
• (g) any other method as may be approved by SEBI on a case to case
basis.
Clause 41
• Quarterly and year to date financial results.
• Notice of Board Meeting – at least 7 clear calendar days
prior to the meeting. Also issue a public notice.
• Time limit – with in 45 days from the end of each quarter
(other than the last quarter) – to submit audited (+auditor’s
report) or unaudited (+limited review report) results.
• In respect of last quarter: • -if unaudited: for the quarter – in 45 days
• -if audited: for the entire F.Y – in 60 days from the end of
the F.Y
• Hold the Board meeting.
Contd.,
• With in 15 min of completion of the Board meeting fax the results.
Also publish the same.
• Where there is a variation between the unaudited quarterly or year
to date financial results and the results amended pursuant to limited
review for the same period, and –
• - the variation in net profit or net loss after tax is in excess of 10% or
Rs.10 lakhs, whichever is higher; or
• - the variation in exceptional or extraordinary items is in excess of
10% or Rs.10 lakhs, whichever is higher • the company shall submit to the stock exchange an explanation of
the reasons for variations.
• Change in format – to disclose figures in respect of immediately
preceding quarter in addition to the existing requirements and also
to submit the last quarter results along with the audited annual
results.
Clause 47C
• A certificate from PCS., on half-yearly basis
that the securities lodged for transfer have
been registered and dispatched with in 15
days from the date of lodgment.
• Time limit – with in 30 days of the end half of
the financial year or 24 hours of the receipt of
the certificate by the Company ( virtually
whichever earlier.)
Clause 49
• Compliance Report on corporate governance.
• Compliance with: composition of Board, code
of conduct, Audit committee, subsidiaries,
disclosures, CEO/CFO certification, report on
CG, compliance.
• Time limit – with 15 days from the end of the
quarter.
Clause 52
• Clause 52 – Corporate Filing and Dissemination
System (CFDS): viz., www.corpfiling.co.in
• Time limit - to ensure that the electronic filing of
information through CFDS, pursuant to
compliance with any clause of the listing
agreement, shall be done within the time limit
specified in the respective clause of the listing
agreement.
• For e.g. shareholding pattern, report on
corporate governance, financial information, etc.,
Clause 54
• Clause 54 - Company has to maintain and update a
functional website containing basic information :
• - details of business, financial information, shareholding
pattern, compliance with corporate governance, contact
information, etc.,
• Newly added:
Clause 55- Listed entities shall submit, as part of their
Annual Reports, Business Responsibility Reports,
describing the initiatives taken by them from an
environmental, social and governance perspective
Consequences in case of default
• Suspension
• Delisting
• Penalties
FAQ’S & CASE STUDIES
Suggestions
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Comprehensive Reading
Consultations with colleagues
Attitude….. to learn and to help
Careful dealing with the officials
Communication skills and drafting skills.
Checklists and table calendars.
Take good care of yourself
THANK YOU
P.JAGANNATHAM
M.Com., LL.B., FCS
Corporate Advocate
9849013591