LISTING
AGREEMENT
-- P.JAGANNATHAM
M.Com., LL.B., FCS
Corporate Advocate
Compiled by:
PUTTAPARTHI JAGANNATHAM &CO
COMPANY SECRETARIES
OVERVIEW
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 ?
 Importance
 Agreement
 Important Clauses:
 Notifications to be given
 Compliances to be made
 Consequences for default.
Is it different Agreement ?
 Agreement is an act in the eye of law where two persons
have common intention to do or not to do any act, deed or
thing may be oral or written.
 Interestingly However LA entered with the Stock
Exchanges, execution is done only by the Director on
behalf of the Company and the signature of party
representing the Stock exchanges is not found.
We need to take that there is oral agreement/ understanding
to that effect by their actions.
Listing Agreement-what is it
all about?
 Listing means admission of the securities to dealings on a recognised
stock exchange.
 Separate Listing Department to grant approval for listing of securities
of Companies in accordance with the provisions of the Securities
Contracts (Regulation) Act, 1956, Securities Contracts (Regulation)
Rules, 1957, Companies Act, 1956, Guidelines issued by SEBI and
Rules, Bye-laws and Regulations of the Exchange.
 Companies enter into an Listing agreement with the Exchange and
make certain disclosures and perform certain acts.
 Listing Department monitors the compliance of the companies .
IMPORTANT CLAUSES OF
LISTING AGREEMENT
Clause 16 –
Book Closure /
Record date
 Atleast 7 working
days before book
closure/record date
and
 Atleast 7 working
days before corporate
actions like mergers,
demergers, splits and
Bonus shares .
 Clause 19 – Convening of
Board meeting for declaration /
decision regarding
dividend/Bonus shares/ Rights
shares/debentures/ buyback of
securities
 Clause 21- Interest on
debentures, bonds, redemption
amount of redeemable shares
or debentures.
 Atleast 2 working days in
advance of a Board meeting to
decide the matters of the
clause.
 No prior intimation is required
about Board meeting in respect
of issue of bonus shares if the
issue is not in the Agenda of
board meeting.
 Atleast 21 days in advance, of
the date on and from which the
amounts will be paid.
.
 Clause 24 –
a. ‘In-principle’ approval for further issues .
b. That it shall file any scheme/petition proposed to be filed
before any Court or Tribunal; Auditor’s Certificate also
needs to be filed.
c. To ensure that any scheme of merger/amalgamation,etc.,
does not violate or override the provisions of Securities
Laws.
 Clause 28 – Change in
the form or nature of
listed securities or
change in the rights/
privileges thereof.
 Clause 29 & 30 –
(a) Change in general
characters or nature of
company’s business
(b) Change in the
Companies directors /
Managing Director /
Auditors/secretaries
 Give 21 days prior notice.
 Apply to exchange for
listing of the securities as
changed, if exchange so
requires.
 Promptly notify the
changes.
 Clause 31 –
Further issue of securities &
other documents to be
forwarded.
 Six Copies of the annual
reports, notices, resolutions
and circulars relating to new
issue of capital
 3 copies of all the notices, call
letters etc.,
 Copy of proceedings at all
Annual and Extraordinary
General meeting of the
Company
 Three copies of all notices,
circulars etc., issued or
advertised in the press in
connection with any merger,
amalgamation, reconstruction,
reduction of capital, scheme of
arrangement.
Clause 32 –
 Complete set of B/S ,P&L a/c, Director’s Report to each
shareholder .
(single copy if shareholders are residing in single household.)
 In case name change suggesting any new line of business, continual
disclosure of net sales or income, expenditure and net profit or loss
after tax figures, etc., for three years succeeding the date of change in
name. Disclose new name along with old name for 1 year through the
websites of respective stock exchange(s).
 CFS (as per AS-3; ICAI) shall be presented only under indirect
method and is to be mandatorily published in Annual Report in
addition to individual financial statements.
 Disclosure of Related party, loans and advances and investments in
its own shares, their subsidiaries, associates etc.,
Clause 35* The company agrees to file the following statements
showing…
a. shareholding pattern
b. details of locked in shares
c. details of Depository Receipts (DRs)
d. details of shares pledged or otherwise encumbered,
etc.,
* with the Exchange on a quarterly basis, within 21 days
from the end of each quarter, in the format specified.
* Details of holding held under ‘Partly paid –up shares’,
‘outstanding convertible securities’ and ‘warrants’ – if so
present, need to be given – as per the amended format.
 Clause 36 –
Events such as strikes,
lock-outs, e.t.c.,
disruption of operations
due to natural calamity,
decision regarding issue
of shares, forfeiture of
shares, alteration of
shares, cancellation of
declared dividend,
merger, amalgamation,
demerger, hiving off,
voluntary delisting and
other material decisions.
 Immediately
.
Clause 40 A
 The company agrees to comply with the requirements specified
in Rule 19(2) 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.
Clause 41
 Quarterly financial results approved by the Board/ or by a committee
thereof, other than the audit committee Along with Limited review
report within 45 days from end of the quarter (other than the last
quarter).
 In respect of the last quarter, the company has an option either to
submit unaudited financial results for the quarter within forty-five
days of end of the financial year or to submit audited financial results
for the entire financial year within sixty days of end of the financial
year, subject to the provision.
 Atleast 7 clear calendar days in advance of the Board meeting fixed
for taking Un audited / Audited results on record. (excluding date of
intimation and date of meeting)
 Advertise atleast 7 days in advance in atleast one national
newspaper in English and in regional language, the day of Board
meeting.
 Fax the results to the stock exchange with in 15 minutes.
 Recently amended to include the details of pledge shares of the
Promoters and Promoter group.
Contd.,
 Limited review report placed before the Board of directors or the
Committee, before being submitted to the stock exchange where the
variation between un-audited financials and financials amended
pursuant to limited review for the same period, exceeds 10%.
 Financial results shall be signed by the Chairman or managing
director, or a whole time director. In the absence of all of them, it
shall be signed by any other director of the company who is duly
authorized by the Board to sign the financial results.
 Variance in Net profit or loss after tax and exceptional/extra ordinary
items of 10% or Rs.10 lakhs whichever is higher shall trigger
reporting.
 Option given to publish either stand alone or consolidated financial
statements subject to condition that the choice once exercised cannot
be changed during the year. If the option is changed in the subsequent
financial year, comparative figures for the previous financial year
shall be furnished.
 Companies have flexibility to choose any 3 months for a quarter.
Clause 49
 Board of Directors and composition of Board
 Code of conduct of Directors to be published on the
website
 Audit Committee and its composition and frequency of its
meetings.
 Mandatory review of certain information by Audit
Committee.
 Subsidiary Companies
 Disclosures
 CEO/CFO certification
 Report on Corporate Governance
 Compliance
* Approval of appointment of CFO
*Clause 35 –
 Shareholding pattern
containing details of
promoters holding and
non promoters holding

Clause 47(c) –
Appointment of
Company Secretary as
Compliance officer
 File with in 21 days from the end
of the quarter on a quarterly basis.
 Recently amended to include the
details of pledge shares of
Promoters and Promoters group
 *Details of holding held under
‘Partly paid –up shares’,
‘outstanding convertible
securities’ and ‘warrants’ – if so
present, need to be given – as per
the amended format.
 Obtain certificate from Company
Secretary in Practice on half
yearly basis that the securities
lodged for transfer have been
registered and dispatched within
30 days from the date of lodgment
with the company within 30 days
from the end of the half year.
 *Clause 49 – Corporate
Governance
 File the Corporate Governance
report in the prescribed form
with in 15 days from the end of
the quarter on a quarterly basis.
 * Approval of appointment of
CFO
 Corporate Filing and
Dissemination System
(CFDS), viz.,
www.corpfiling.co.in
 Not required for information,
statement or report which has
already been filed on the
Corporate Filing and
Dissemination System in
pursuance of clause 52.
NEWLY INSERTED
CLAUSES
 Clause 53 - To notify the stock exchange and also
disseminate through its own website, immediately upon
entering into agreements with media companies and/or
their associates, the information like, Disclosures
regarding the shareholding (if any) of such media
companies/associates in the company, etc.,
 Clause 54 - To maintain functional website containing
basic information about the company e.g. details of its
business, financial information, shareholding pattern, etc.,
The Company also agrees to ensure that the contents of
the said website are updated at any given point of time.
Consequences for default
Suspension
Delisting
Penalties
First things first




Read the Listing Agreement Completely
Consultation with colleagues
Attitude to learn
Careful dealing with the officials
Communication skills and drafting skills.
 THANK YOU 
P.JAGANNATHAM
M.Com., LL.B., FCS
Corporate Advocate
9849013591