LISTING AGREEMENT

APPENDIX B to REGULATION 2

(Regulations 2.1(v) and 2.5)

LISTING AGREEMENT FORM  

Agreement made this _____ days of ___________ 20___ By _______________________________________ a Company duly formed and registered under the Indian Companies Act and having its Registered office at ____________________________  (hereinafter  called "the Company") WITH THE UTTAR PRADESH  STOCK EXCHANGE ASSOCIATION LIMITED, CIVIL LINES, KANPUR (hereafter  called "the Exchange")

Witnesseth : 

WHEREAS Company has filed with the Exchange an application for listing its securities more particularly  described in Schedule I annexed hereto and made a part hereof. 

AND  WHEREAS it is a requirement of the 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 securities upon the list of the Exchange. 

NOW  THEREFORE in consideration of the Exchange listing  the said securities the Company hereby covenants and agrees with the Exchange as follows : 

1.   The Company agrees – 

      (a)  that Letters 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 Letters of Right will be issued simultaneously ;

    (c)   t hat Letters of Allotment, Acceptance or Rights will be serially numbered, printed on good quality paper and examined and signed by a responsible officer of the Company and that whenever possible they will contain the distinctive numbers of the securities to which they relate;

                (d)  that Letters of Allotment and renounceable Letters of Right will contain a provision for splitting and that when so required by the Exchange the form of renunciation will be printed on the back of or attached to the Letters of Allotment and Letters of Right;

      (e)   t  hat Letters of Allotment and Letters of Right will state how the next payment of interest or dividend on the securities will be calculated. 

2.   The Company will issue, when so required, receipts for all securities deposited with it whether for registration, subdivision, consolidation, renewal, exchange or for other purposes. 

3.   The Company agrees – 

      (a)  to have on hand at all time a sufficient supply of certificates to meet the demand for transfer, sub-division and consolidation and renewal;

      (b)  to issue certificates or Pucca Receipts within one month of the date of the expiration of any Right to Renunciation;

      (c)   to issue certificates within one month of the date of the lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls / allotment monies or to issue within fifteen days of such lodgement  for transfer Pucca Transfer Receipts in denomination corresponding to the market units of trading autographically  signed by a responsible official of the Company and bearing an endorsement that the transfer has been duly approved by the Directors or that no such approval is necessary;

      (d)  to issue without charge Balance Certificates within one month, if so required;

      (e)   to issue new certificates in replacement of those which are lost within six weeks of notification of loss and receipt of proper indemnity. 

4.   The Company agrees – 

      (a)  to split certificates, Letters of Allotment, Letters of Right and Split, Consolidation, Renewal and Pucca Transfer Receipts of large denominations into smaller units ;

      (b)  to consolidate certificates of small denominations into denominations corresponding to the market units of trading;

      (c)   to issue within one week Split, Consolidation and Renewal Receipts duly signed by an official of the Company and in denominations corresponding to the market units of trading, particularly when so required by the Exchange.

      (d)  to exchange `Rights' or `Entitled' shares into Coupons or Fractional Certificates when so required by the Exchange.

5.   When documents are lodged for sub-division, consolidation or renewal through the Clearing House of the Exchange, the Company agrees – 

      (a)  that it will accept the discharge of an official of the Stock Exchange Clearing House on   the Company's Split, Consolidation and Renewal Receipts as good and sufficient without insisting on the discharge of the registered holders ;

      (b)  that when the Company is unable to issue certificates or Split, Consolidation or Renewal Receipts immediately on lodgement, it will verify whether the discharge of the register holders on the documents lodged for sub–division   or consolidation or renewal and their signatures on the relative transfers are in order. 

5 A. For shares  issued  in physical  form pursuant  to a public  issue or any other  issue, which remain unclaimed, the issuer company agrees to comply with the following procedure:  

(a)  The registrar to the issue shall send at least three reminders at the address given in the application form as well as captured in depository’s database asking for the correct particulars. If no response is received, the issuer company shall transfer all the shares into one folio in the name of “Unclaimed Suspense Account”.  

(b)  The  issuer  company  shall  dematerialise  the  shares  held  in  the  Unclaimed Suspense Account with one of the Depository Participants.  

(c)  All  corporate  benefits  in  terms  of  securities  accruing  on  such  shares  viz.  bonus shares, split etc. shall also be credited to such Unclaimed Suspense Account.  

(d)  The voting rights on such shares shall remain frozen till the rightful owner claims the shares.  

(e)  The Unclaimed Suspense Account shall be held by the issuer company purely on behalf of the allottees who are entitled for the shares and the shares held in such suspense account  shall not be  transferred  in any manner whatsoever except  for the purpose of allotting the shares to the allottee as and when he/she approaches the issuer company.  

(f)  The  issuer  company  shall  maintain  details  of  shareholding  of  each  individual allottee whose shares are credited to such Unclaimed Suspense Account.   

(g)  As  and  when  an  allottee  approaches  the  issuer  company,  the  issuer  company shall,  after  proper  verification,  either  credit  the  shares  lying  in  the  Unclaimed Suspense  Account  to  the  demat  account  of  the  allottee  to  the  extent  of  the allottee’s  entitlement, or  deliver  the  physical  certificates after  re-materialising  the same, depending on what has been opted for by the allottee.  

(h)  The issuer company shall also disclose the following details in its Annual Report till the time the shares are in the Unclaimed Suspense Account:-

(i)  Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense         Account at the beginning of the year;

(ii)  Number of shareholders who approached  the  issuer  for  transfer of shares from the Unclaimed Suspense Account during the year;

(iii) Number  of  shareholders  to  whom  shares  were  transferred  from  the Unclaimed Suspense   Account during the year;

(iv) Aggregate number of shareholders and the outstanding shares lying in the

      Unclaimed Suspense Account at the end of the year.”  

6.   The Company will, if so required by the Exchange, certify transfers against Letters of Allotment, Certificates and Balance Receipts and in that event the Company will promptly make on transfers an endorsement to the following effect : 

      "     Name of the Company _________________________________________ 

Certificate / Allotment Letter No. ________ for the within mentioned __________ shares is deposited in the Company's Office against this transfer No. ____________________________ Signature(s) of Official(s) ______________________ Date __________________  " 

7.   On production of the necessary documents by shareholders or by member of the Exchange, the Company will make on transfers an endorsement to the effect that the Power of Attorney or Probate or Letters of Administration or Death Certificate or Certificate of the Controller of Estate Duty or similar other documents has been duly exhibited to and registered by the Company. 

8.   The Company agrees that it will not make any charge – 

      (a)  for registration of transfers of its shares and debenture.

      (b)  for sub–division and consolidation of share and debenture certificates and for sub–division of letters of Allotment and Split, Consolidation, Renewal and Pacca Transfer Receipts into denominations corresponding to the market unit of trading.

      (c)   for sub–division of renounceable Letter of Right.

      (d)  for registration of any Power of Attorney, Probate, Letters of Administration or similar other documents. 

9.   The Company agrees that it will not charge any fees exceeding those which may be agreed upon with the Exchange – 

      (a)  for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed.

      (b)  for sub-division and consolidation of share and debenture certificates and for sub-division of letters of Allotment and Split, Consolidation, Renewal and Pucca Transfer Receipts into denominations other than those fixed for the market units of trading. 

10.  The Company will promptly verify the signatures of shareholders on Allotment Letters, Split, Consolidation, Renewal, Transfer and any other Temporary Receipts and transfer deeds when so required by the shareholders or a member of the Exchange or by the Stock Exchange Clearing House. 

11.  The Company agrees that it will entertain applications for registering transfers of its securities when – 

      (a)  the instrument of transfer is in any usual or common form approved by the Exchange  and

      (b)  the transfer deeds are properly executed and accompanied either by certificates or by Letter of Allotment, Pucca Transfer Receipts, or Split Receipts or Consolidation or Renewal Receipts duly discharged either by the registered holders or in the case of Split, Consolidation and Renewal Receipts, by an official of the Stock Exchange Clearing House as provided herein. 

12.  On lodgement of the proper documents, the Company agrees that it will register transfers of its securities in the name of the transferee except – 

      (a)  when the transferee is, in exceptional circumstances, not approved by the Directors in accordance with the provisions contained in the Articles of Association of the Company, in which event the President of the Exchange may be taken into confidence, when so required, as to the reasons for such rejection.

      (b)  when any statutory prohibition or any attachment or prohibitory order of a competent authority restrains the Company from transferring the securities out of the name of the transferor.

      (c)   when a transferor objects to the transfer provided he serves on the Company within a reasonable time a prohibitory order of a Court of Competent jurisdiction. 

12A   (1)  The company agrees that when proper documents are lodged for transfer and there are no material defects in the documents except minor difference in signature of the transferor(s), 

                 (i)   then the company will promptly send to the first transferor an intimation of the aforesaid defect in the documents, and inform the transferor that objection, if  any, of the transferor supported by valid proof, is not lodged with the company within fifteen days of receipt of the company's letter, then the securities will be transferred ;

                 (ii)  if the objection from the transferor with supporting documents is not received within the stipulated period, the company shall transfer the securities provided the company does not suspect fraud or forge in the matter. 

         (2)  The company agrees that when the signature of transferor(s) is attested by a person authorised by the Department of Company Affairs, u/s 108(1A) of the Companies Act, 1956, then it shall not refuse to transfer the securities on the  ground of signature difference unless it has reason to believe that a forgery or fraud is involved. 

12.     (  1a)    The company agrees that in respect of transfer of shares where the company has not effected transfer of shares within 1 month or where the company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of 1 month, the company shall compensate the aggrieved party for the opportunity losses caused during the period of the delay.

         (  1b)    The Issuer agrees that any claim, difference or dispute arising out of clause 12(1a) may be referred to and decided by arbitration as provided in the Bye-Laws and Regulations of the Exchange. The issuer further agrees to actively participate in any arbitral proceeding so initiated and comply with the arbitration award. In addition, the company keeping in view the provisions of Section 206A of the Companies Act and Section 27 of the Securities Contracts (Regulation) Act 1956, provide all benefits (i.e. bonus shares, right shares, dividend) which accrued to the investor during the intervening period on account of such delay. 

13.  The Company will promptly notify the Exchange of any attachment or prohibitory orders restraining the Company from transferring securities out of the names of the registered holders and furnish to the Exchange particulars of the number of securities so affected, the distinctive numbers of such securities and the names of the registered holders thereof. 

14.  If, in view of the volume of business in the listed securities of the Company, the Exchange so requires, the Company will arrange to maintain –

      (a)  a transfer register in the City of KANPUR on which all securities of the Company that are listed on the Exchange would be directly transferable ; or 

      (b)  a registry office or some other suitable office satisfactory to the Exchange within the Municipal Area of Kanpur which will receive and redeliver all securities there tendered for the purposes of transfer, sub-division or consolidation or renewal. 

15.  The Company agrees that it will not close its Transfer Books on such days (or, when the Transfer Books are not to be closed, fix such date for the taking of a record of its shareholders or debenture holders) as may be inconvenient to the Exchange for the purpose of settlement of transactions, of which due notice in advance shall have been given by the Exchange to the Company. 

16.  The Company agrees to close its Transfer Books for purposes of declaration of dividend or the issue of right or bonus shares or issue of shares for conversion of debentures or of shares arising out of rights attached to debentures or for such other purposes as the Exchange may agree to or require and further agrees to close its Transfer Books at least once a year at the time of the Annual General Meeting if they have not been otherwise closed at any time during the year and to give to the Exchange the notice in advance of at least seven working days, or of as many days as the Exchange may from time to time  reasonably prescribe, stating the dates of  closure  of its Transfer Books (or, when the Transfer Books are not to be closed, the  date  fixed  for  taking  a  record   of   its shareholders or debenture holders) and specifying the purpose or purposes for which the Transfer Books are to be closed (or the record is to be taken) and to send copies of such notices to the other recognised stock exchanges in India. 

Provided further that in case of a company on whose stocks derivatives are available or whose stocks form part of an index on which derivatives are available, shall give a notice period of atleast 7 working days to the Exchanges for corporate actions like mergers, de-mergers, splits and bonus shares, excluding issue of right shares.

The company further agrees that the minimum time gap between the two book closures and / or record dates would be atleast 30 days. 

17.  The Company will accept for registration transfers that are lodged with the Company upto the date of closure of the Transfer Books (or when the Transfer Books are not closed, up to the record date) and save as provided in Clause 12 will register such transfers forthwith and unless the Exchange agrees otherwise the Company will defer, until the Transfer Books have reopened, registration of any transfers which may be received after the closure of the Transfer Books. 

18.  The company will publish in a form approved by the Exchange such periodical interim statements of its working and earning as it shall from time to time agree upon with the Exchange. 

19.  The Company agrees – 

                (a)  to give prior intimation to the Exchange about the Board Meeting at which proposal for Buy Back of Securities, declaration / recommendation of   Dividend or Rights or issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend   or the issue of right is due to be considered atleast 2 working days in advance.

      (b)  t  o give notice simultaneously to the Stock Exchanges in case the proposal for declaration of bonus is communicated to the Board of Directors of the company as part of the agenda papers. (No prior intimation to the Exchange is required about the Board Meeting in case the declaration of Bonus by the Company is not on the agenda of the Board Meeting).

      (c)   that it 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.

      (d)  that in case of a further public offer to be made through the fixed price route, the company shall notify the stock exchange, at least 48 hours in advance, of the proposed meeting of its Board of Directors convened for determination of issue price. 

20.  The company will furnish to the Exchange within 15 minutes of closure of meeting of its Board of Directors the following information :– 

       (a)  all dividend and / or  cash  bonuses recommended or declared or the decision to pass any dividend or interest payment.

      (b)  the total turnover, gross profit / loss, provisions for depreciation, tax provisions and net profit / loss 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 decision on Buy Back of Securities. 

Provided that an intimation made to stock exchanges under sub-clause (a) shall also contain the date on which dividend shall be paid/dispatched.  

20.A.    The Issuer agrees to declare and disclose the dividend on per share basis only. 

21.  The Company will fix and notify the Exchange at least twenty-one days in advance of the date on and from which the, interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds will be payable and will be issued simultaneously, interest warrants and cheques for redemption money of redeemable shares or of debentures and bonds which shall be payable at par at such centres as may be agreed to between the Exchange and the Company and which shall be collected at par, with collection charges, if any, being born by the company, in any bank in the country at centres other than the centres agreed to between the Exchange and the Company, so as to reach the shareholders on or before the date fixed for, interest on debentures or bonds or redemption money, as the case may be. 

22.  The company will furnish to the Exchange within 15 minutes of closure of meeting of its Board of Directors the following information :– 

      (a)  short particulars of any increase of capital whether by issue of bonus shares through capitalisation, or by way of rights shares to be offered to the shareholders or debenture holders, or any other way.

      (b)  short particulars of the reissue 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 to :

      (c)   short particulars of any other alterations of capital, including calls.

      (d)  any other information necessary to enable the holders of the listed securities of the Company to appraise its position and to avoid the establishment of a false market in such listed securities." 

Provided  that  an  intimation made  to  stock  exchanges  under  sub-clause  (a)  shall  also contain the date on which such bonus shares would be credited/dispatched. 

23.  The Company agrees – 

      (a)  to issue or offer in the first instance all shares, (including forfeited shares, unless the Exchange otherwise agrees), securities, rights, privileges and benefits to subscribe to pro rata to the equity shareholders of the Company unless the shareholders in general meeting decide otherwise.

      (b)  to close the Transfer Books as from such date or to fix such record date for the purpose in consultation with the Exchange as may be suitable for the settlement of transactions and to close the Transfer books or fix the record date only after the sanction subject to which the issue or offer is proposed to be made have been duly obtained unless the Exchange agrees otherwise.

      (c)   to make such issues or offer in a form to be approved by the Exchange and unless the Exchange otherwise agrees to grant in all cases the right of renunciation to the shareholder and to forward a supply of the renunciation forms promptly to the Exchange.

      (d)  to issue, where necessary, coupons or fractional certificates unless the company in general meeting or the Exchange agrees otherwise, and when coupons or fractional certificates are not issued to provide for the payment of the equivalent of the value, if any, of the fractional rights in cash.

      (e)   to give to the shareholders reasonable time, not being less than four weeks, within which to record their interest and exercise their rights.

      (f)   to issue Letters of Allotment or Letters of Rights within six weeks of the record date or date of reopening of the Transfer Books after their closure for the purpose of making a bonus or rights issue and to issue Allotment Letters or certificates within six weeks of the last date fixed by the company for submission of Letters of Renunciation or application for new securities. 

24.  (A)  The company agrees to obtain 'in-principle' approval for listing from the exchanges having nationwide trading terminals where it is listed, before issuing further shares or securities. Where the company is not listed on any exchange having nationwide trading terminals, it agrees to obtain such 'in-principle approval from all the exchanges in which it is listed before issuing further shares or securities. The company agrees to make an application to the Exchange for the listing of any new issue of shares or securities and of the provisional documents relating thereto.

      (B)  The company 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 shares / securities.

      (C)  The company agrees that it shall not  issue any Prospectus / Offer Document / letter of offer for public subscription of any securities unless the said prospectus / offer document / letter of offer has been vetted by SEBI  and an Acknowledgement Card obtained from SEBI through the lead manager. Unless the regulation / guidelines of Securities and Exchange Board of India provide otherwise.

      (D)  The company further agrees that the company shall submit to the Exchange the following documents to enable it to admit / list the said securities for dealing in Exchange such as – 

            (i)   A copy of the Acknowledgement Card or letter indicating the observation on draft prospectus / letter of offer / offer documents by SEBI ; AND 

            (ii)  A Certificate from a Merchant Banker acting as a lead manager to the issue reporting positive compliance by the company of the SEBI (ICDR) Regulations, 2009. 

      (E)  In the event of non-submission of the documents as mentioned in sub-clause (D) above by the company to the Exchange or withdrawal of the Acknowledgement card by SEBI at any time before grant permission for listing / admission to dealing of the securities, the securities 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 file any scheme / petition proposed to be filed before any Court or Tribunal under sections 391, 394 and 101 of the Companies Act, 1956, with the stock exchange, for approval, at least a month before it is presented to the Court or Tribunal.

      (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 purposes of this sub-clause, `securities laws' mean the SEBI Act, 1992 the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc. made under these Acts and the Listing Agreement.

      (H)  The company agrees that in the explanatory statement forwarded by it to the shareholders u/s 393 or accompanying a proposed resolution to be passed u/s 100 of the Companies Act, it shall disclose the pre and post-arrangement or amalgamation (expected) capital structure and shareholding pattern, and the “fairness opinion” obtained from an Independent merchant bankers on valuation of assets / shares done by the valuer for the company and unlisted company. 

          (I) (i)  The  company  agrees  that,  while  filing  for  approval  any  draft  Scheme  of amalgamation / merger / reconstruction, etc. with the stock exchange under sub-clause (f), it shall also file an auditors’ certificate to the effect that the accounting treatment  contained  in  the  scheme  is  in  compliance  with  all  the  Accounting Standards  specified  by  the  Central  Government  in  Section  211(3C)  of  the Companies Act, 1956.   

  Provided  that  in  case  of  companies where  the  respective  sectoral  regulatory authorities  have  prescribed  norms  for  accounting  treatment  of  items  in  the financial  statements  contained  in  the  scheme,  the  requirements  of  the regulatory authorities shall prevail.  

Explanation :  For  this  purpose,  mere  disclosure  of  deviations  in  accounting treatments as in para 42 of AS-14 shall not be deemed as compliance with the above.

25.  In the event of Company granting any options to purchase any shares of the Company, the Company will promptly notify the Exchange – 

      (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. 

26.  Unless the terms of issue otherwise provide, the Company will not select any of its listed securities for redemption otherwise than pro-rata or by lot and will promptly furnish to the Exchange any information in reference to such redemption. 

27.  The Company will promptly notify the Exchange – 

      (a)  of any action which will result in the redemption, cancellation or retirement in whole or in part of any securities listed on the Exchange.

      (b)  of the intention to make a drawing of such securities, intimating at the same time the date of the drawing and the period of the closing of the Transfer Books (or the date of the striking of the balance) for the drawing.

      (c)   of the amount of security outstanding after any drawing has been made. 

28.      The Company will not make any change in the form or nature of any of its securities that are listed on the Exchange or in the rights or privileges of the holders thereof without giving twenty one days' prior notice to the Exchange of the proposed change and making an application for listing of the securities as changed if the Exchange shall so require. 

28A. The company agrees that it shall not issue shares in any manner which may confer on any person, superior rights as to voting or dividend vis-à-vis the rights on equity shares that are already listed. 

29.  The Company will promptly notify the Exchange of any proposed change in the general character or nature of its business. 

30.  The Company will promptly notify the Exchange – 

      (a)  of any change in the Company's directorate by death, resignation, removal or otherwise,

      (b)  of any change of Managing Director, Managing Agents or Secretaries and Treasurers  and

      (c)   of any change of Auditors appointed to audit the books and accounts of the Company. 

31.  The Company will forward to the Exchange promptly and without application – 

      (a)  six copies of the Statutory and Directors' Annual Reports, Balance Sheets and Profit & Loss Accounts and of all periodical and special report as soon as they are issued and one copy each to all the recognised Stock Exchanges in India.

      (b)  six copies of all notices, resolution and circulars relating to new issue of capital immediately prior to their dispatch to the shareholders.

      (c)   Three copies of all the notices, call letters or any other circulars including notices of meetings convened u/s 391 or section 394 read with section 391 of the Companies Act, 1956, together with Annexures thereto, as the same time as, they are sent to the shareholders, debenture holders or creditors or any class of them or advertised in the Press. 

      (d)  Copy of the proceedings at all Annual and Extra Ordinary General Meeting of the Company.

      (e)   three copies of all notices, circulars etc. issued or advertised in the press either by the company, or by any company which the company proposes to absorb or with which the company proposes to merge or amalgamate, or under orders of the court of any other statutory authority in connection with any merger, amalgamation, reconstruction, reduction of capital scheme or arrangement including notices, circulars etc. issued or advertised in  the press in regard to meeting of shareholders or debenture holders or creditors or any class of them and copies of the proceedings at all such meetings. 

32.  The company will supply a copy of complete and full Balance Sheet, Profit & Loss Account and the Directors' Report, to each shareholder and upon application to any Member of the Exchange. 

However, the company may supply single copy of complete and full Balance Sheet, Profit & Loss Account and the Directors' Report to shareholders residing in one household (i.e. having same address in the Books of the Company / Registrars / Share transfer agents). Provided that, the company on receipt of request shall supply the complete and full Balance Sheet and Profit and Loss Account and Director's Report also to any shareholder residing in such          household. Further, the company will supply abridged Balance Sheet to all the shareholders in the same household.  

In case the company has changed its name suggesting any new line of business (including software business), after 1^st January, 1988 or it changes the name hereafter, then the company will disclose the turnover and income, etc., from such new activities separately in the annual results for a period of 3 years from the date of change in the name of the company. 

In addition to the above provision, listed companies which decided to change their names would be required to comply with the following condition : 

      1.   a time period of at least 1year should have elapsed from last name change.

      2.   at least 50% of the total revenue in the preceding 1 year period should have been accounted for by the new activity suggested by the new name.

      3.   The new name along with the old name shall be disclosed through the web sites of the respective stock exchange/s where the company is listed for a continuous period of one year, from the of last name change. 

The Company will also give a Cash Flow Statement alongwith the Balance Sheet and Profit & 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. 

      Consolidated Financial Statements : 

      *     Company agrees that it will mandatorily 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. 

            Related Party Disclosures :

      *     Company agrees to make disclosures in compliance with the Accounting Standard on "Related Party Disclosures" in the annual reports." 

The company agrees to give additional disclosures in its annual accounts of loans / advances and investment in its own shares by the listed companies, their subsidiaries, associates etc. in the following format :– 

       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 (AS-21)” 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.

                  3)   For the purpose of above disclosures directors interest shall have the same meaning as given in Sec 299 of Companies Act.

                  The above disclosures shall be applicable to all listed companies except for listed banks. 

33.  The Company will forward to the Exchange copies of all notices sent to its shareholders with respect to amendments to its Memorandum and Articles of Association and will file with the Exchange six copies (one of which will be certified) of such amendments as soon as they shall have been adopted by the Company in General Meeting. 

34.  The Company agrees – 

              (a)  that it will not exercise a lien on its fully paid shares and that in respect of partly paid shares it will not exercise any lien except in respect of money called or payable at a fixed time in respect of such shares ;

      (b)     that it will not decline to register or acknowledge any transfer of shares on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever ;

      (c)   that the Company shall duly comply with the provisions of Section 205A of the Companies Act, 1956 (1 of 1956) in respect of a dividend which has been declared by the said Company but has not been paid or the warrant in respect where of has not been posted, within forty-two days from the date of such declaration, to the Shareholder entitled to the payment of dividend ;

      (d)  that if any amount be paid up in advance of calls on any shares 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 ;

      (e)   that it will not give to any person option or right to call of any shares without the sanction of the shareholders in General Meeting ;

      (f)   that it will send out proxy forms to shareholders and debenture holders in all cases, such proxy forms so worded that a shareholder or debenture holder may vote for or against such resolution ;

      (g)  that when notice is given to shareholders by advertisement it will advertise such notice in atleast one leading Kanpur daily newspaper. 

35.        The  issuer  company  agrees  to  file  with  the  exchange  the  following  details, separately  for  each  class  of  equity  shares/security  in  the  formats  specified  in  this clause, in compliance with the following timelines, namely :-  

(a).  One day prior to listing of its securities on the stock exchanges.  

(b).  On a quarterly basis, within 21 days from the end of each quarter.  

(c).  Within 10 days of any capital restructuring of the company resulting in a change exceeding +/-2% of the total paid-up share capital 

      (I)   (a)Annexure A

      (1)  in Clause 35. 

            (a) for sub-clause (I) (a), the following sub-clause shall be substituted, namely :– 

            “(I) (a) Statement showing Shareholding Pattern 

        ¹ For determining public shareholding for the purpose of Clause 40A.

        ² For definitions of “Promoter” and “Promoter Group”, refer to Clause 40A.

        ³ For definitions of “Public Shareholding”, refer to Clause 40A. 

        NA – Not applicable 

      (I)   (b) 

      “(I)(b) Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group” 

       (I)   (c)   Statement showing Shareholding of persons belonging to the category “Public” and holding more than 1% of the total number of shares 

       (I)   (d)  Statement showing details of locked-in shares 

       (II)  (a)  Statement showing details of Depository Receipts (DRs)  

  (II)  (b) Statement showing holding of Depository Receipts (DRs), where underlying shares held by  ‘promoter/promoter group’ are in excess of 1%

          of the total number of shares   

       (III)    (a)  Statement showing the voting pattern of shareholders, if more than one class of shares / securities is issued by the issuer. 

                     (Give description of voting rights for each class of security

                     Class X :                     Class Y:                     Class Z:) 

 36.  Apart from complying with all specific requirements as above the company will immediately disclose all material information simultaneously to all the Stock Exchanges where its securities are listed and also keep the Exchange informed of the events such as strike, lock outs, closure on account of power cuts etc. both at the time of occurrence of the event and subsequently after the cessation of the event in order to enable the shareholders and public appraise the position of the company and to avoid the establishment of false market in its securities. In addition, the company will furnish to the Exchange on request such information concerning the company as the Exchange may reasonably require. 

The company will also immediately inform the Exchange of all events which will have bearing on the performance / operations of the company as well as price sensitive information. The material events may be event such as : 

      (1)  Change in the general character or nature of business 

Without prejudice to the generality of clause 29 of the Listing Agreement, the company 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 company entering into or proposing to enter into any arrangement for technical, manufacturing, marketing or financial tie-up or by reason of the company selling or disposing of or agreeing to sell or dispose of any unit or division or by the company, 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. 

      (2)  Disruption of operations due to natural calamity

 The company 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 company 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 there from, 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 securities. 

      (3)  Commencement of Commercial Production / Commercial Operations 

The company 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 company for the year.

( 4)  Developments with respect to pricing / realisation arising out of change in the regulatory framework 

The company 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 authority's policies provided  the  change can reasonably be expected to have a material impact on its present or future operations or its profitability. 

      (5)  Litigation / dispute with a material impact 

The company 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. 

      (6)    Revision in Ratings 

The company will promptly notify the Exchange, the details of any rating or revision in rating assigned to any debt or equity instrument of the company or to any fixed deposit programme or to any scheme or proposal of the company 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 company. 

     (7)  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 securities.

             (ii)     Acquisition, merger, de-merger, amalgamation, restructuring, scheme of arrangement, spin off or selling divisions of the company etc.

            (iii)    Change in market lot of the companies shares, sub-division of equity shares of company.

            (iv)    Voluntary delisting by the company from the stock exchange(s).

            (v)     Forfeiture of shares.

            (vi)    Any action which will result alteration in the terms regarding redemption / cancellation / retirement in whole or in part of any securities issued by the company.

            (vii)   Information regarding opening, closing of status of ADR, GDR or any other class of securities to be issued abroad.

            (viii)  Cancellation of dividend / right / bonus etc.

37.  (Deleted) 

38.  The company agrees that as soon as its securities are listed on the Exchange, it will pay to Stock Exchange an initial Listing Fee as prescribed in Schedule-II hereto annexed and made a part hereof and that thereafter so long as the securities continue to be listed on the Stock Exchange, it will pay to the Exchange on or before 30th April, in each year an Annual Listing Fee computed on the basis of the capital of the company as on 31^st March and worked out as provided in Schedule-II hereto annexed. The company also agrees that it shall pay the additional Annual Listing fee, at the time of making application for listing of Securities arising out of further issue, as is computed in terms of Schedule-II annexed hereto for any addition in the Capital after 31st March. 

39.  The Company agrees that in the event of the application for listing being granted such listing shall be subject to the Rules, Bye-laws and Regulations of the Exchange which now are or hereafter may be in force and the Company further agrees to comply within a reasonable time with such further regulation as may be promulgated by the Exchange as a general requirement for new listings. 

40.A     Minimum level of public shareholding 

(i)  The issuer company agrees to comply with the requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.  

(ii)  Where  the  issuer  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.  

Provided  that  for  the  purpose  of  adopting  the  method  specified  at  sub-clause  (c) above,  the  issuer  company  agrees  to  take  prior  approval  of  the  Specified  Stock Exchange (SSE) which may impose such conditions as it deems fit.  

Explanation : For  the  purposes  of  this  clause  the  term  “Specified Stock Exchange  (SSE)”  shall mean: -  

    (a)   where the company is listed on one stock exchange only, then that stock exchange;  

(b)   where  the  company  is  listed on one or more  stock exchange(s) having nationwide  trading  terminal(s)    and  / or  on one  or more  stock  exchange(s)  not having  nationwide  trading  terminal(s),  then  all  such  stock  exchange(s)  having nationwide trading terminal(s); and    

    (c)   where the company is listed on one or more stock exchange(s) and none of  those  stock  exchanges  have  nationwide  trading  terminals,  then  the  stock exchange  which  was  chosen  as  the  Designated  Stock  Exchange  by  the company for the previous issue of its shares, or the regional Stock Exchange, as the case may be.”  

40.  B    Take-Over Offer 

A company agrees that it is a condition for continued listing that whenever the take-over offer is made or there is any change in the control of the management of the company, the person who secures the control of the management of the company and the company whose shares have been acquired shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Take-over) Regulations, 1997. 

41.        The company agrees to comply with the following provisions : 

            I)       Preparation and Submission of Financial Results 

                     a.    The financial results filed and published in compliance with this clause shall be prepared on the basis of accrual accounting policy and in accordance with uniform accounting practices adopted for all the periods.

                     b.    The company shall submit its quarterly, year to date and annual financial results to the stock exchange in the manner prescribed in this clause.

                     c.    The company has an option either to submit audited or unaudited quarterly and year to date financial results to the stock exchange within forty-five days of end of each quarter (other than the last quarter), subject to the following :- 

i.    In case the company opts to submit unaudited financial results, they shall be subjected to limited review by the statutory auditors of the company (or in case of public sector undertakings, by any practicing Chartered Accountant) and a copy of the limited review report shall be furnished to the stock exchange within forty-five days from end of the quarter.

                           ii.        In case the company opts to submit audited financial results, they shall be accompanied by the audit report.

                     d.    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 following: 

                           i.       In case the company opts to submit un-audited financial results for the last quarter, it shall also submit audited financial results for the entire financial year, as soon as they are approved by the Board. Such un-audited financial results for the last quarter shall also be subjected to limited review by the statutory auditors of the company (or in case of public sector undertakings, by any practicing Chartered Accountant) and a copy of the limited review report shall be furnished to the stock exchange within forty-five days from end of the quarter.

                           ii.       In case the company opts to submit audited financial results for the entire financial year, it shall intimate the stock exchange in writing within forty-five days of end of the financial year, about such exercise of option.

                     e.    If the company has subsidiaries – 

                           i.    it may, in addition to submitting quarterly and year to date stand alone financial results to the stock exchange under item (c) i.e. within forty-five days of the end of the quarter, also submit quarterly and year to date consolidated financial results within forty-five days from the end of the quarter  and

                           ii.   while submitting annual audited financial results prepared on stand-alone basis under item (c), it shall also submit annual audited consolidated financial results to the stock exchange within sixty days from the end of the financial year. 

ea.        As a part of  its audited or unaudited  financial  results  for  the half year, the  company  shall  also  submit  by way  of  a  note,  a  statement  of assets and liabilities as at the end of the half-year.            

eaa.      However,  when  a  company  opts  to  submit  un-audited  financial results  for  the  last  quarter  of  the  financial  year,  it  shall,  submit  a statement of assets and liabilities as at the end of the financial year only along with  the  audited  financial  results  for  the  entire  financial  year,  as soon as they are approved by the Board.  

f.         The financial results covered under this sub-clause shall be submitted to the stock exchange within fifteen minutes of conclusion of the meeting of the Board or Committee in which they were approved pursuant to sub-clause (II), through such mode as may be specified by the stock exchange. 

g.       In  case  the  company  has  subsidiaries  and  it  opts  to  submit consolidated financial results as mentioned at (e) above, it may submit the consolidated financials as per the International Financial Reporting Standards  (IFRS)  notified  by  the  International  Accounting  Standards Board. 

h.  The company shall  ensure  that  the  limited  review/audit  reports submitted to the stock exchanges on a quarterly/annual basis shall be given only by an auditor who has subjected himself to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI. 

            II)      Manner of approval and authentication of the financial results 

                     a.    The quarterly financial results submitted under sub-clause (I) shall be approved by the Board of Directors of the company or by a committee thereof, other than the audit committee. 

Provided that when the quarterly financial results are approved by the Committee they shall be placed before the Board at its next meeting. 

Provided further than while placing the financial results before the Board, the Chief Executive Officer and Chief Financial Officer of the company, by whatever name called, shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading. 

                     b.    The Committee mentioned in item (a) above shall consist of not less than one third of the directors and shall include the managing director and at least one independent director.

                     c.    The financial results submitted to the stock exchange 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.

                     d.    The limited review report mentioned in sub-clause (I) (c)(i) shall be placed before the Board of directors or the Committee mentioned in item (b) above, before being submitted to the stock exchange where the variation {as mentioned in Clause 41 (IV) (a)} between un-audited financials and financials amended pursuant to limited review for the same period, exceeds 10%. 

Provided that when the limited review report is placed before the Committee they shall also be placed before the Board at its next meeting.

                     e.    The annual audited financial results shall be approved by the Board of Directors of the company and shall be signed in the manner specified in item (c). 

            III)      Intimation of Board Meeting 

                     a.    The company shall give prior intimation of the date and purpose of meetings of the Board or Committee in which the financial results will be considered under sub-clause (II)(a) or (II)(e), as the case may be, at least seven clear calendar days prior to the meeting (excluding the date of the intimation and date of the meeting).

                     b.    The company shall also simultaneously issue a public notice in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated. 

            IV)    Other requirements as to financial results 

                     a.    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 – 

                           i.    the variation in net profit or net loss after tax is in excess of 10% or Rs.10 lakhs, whichever is higher ; or 

                           ii.   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, while submitting the limited review report.  The explanation of variations so submitted shall be approved by the Board of Directors: 

Provided that in case of results for the last quarter, the above sub-clause shall apply in respect of variation, if any, between the year to date figures contained in the unaudited results and the figures contained in the annual audited results. 

                     b.    If the auditor has expressed any qualification or other reservation in respect of audited financial results submitted or published under this clause, the company shall disclose such qualification or other reservation and impact of the same on the profit or loss, while publishing or submitting such results. 

                     c.    If the auditor has expressed any qualification or other reservation in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, the company shall include as a note to the financial results – 

                           i.    how the qualification or other reservation has been resolved or

                           ii.        if it has not been resolved, the reason therefor and the steps which the company intends to take in the matter. 

                     d.    If the company has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name.

Provided that tax expense shall be allocated between the said new line of business and other business of the company in the ratio of the respective figures of net profit before tax, subject to any exemption, deduction or concession available under the tax laws. 

                     e.    If the company had not commenced commercial production or commercial operations during the reportable period, the company shall, instead of submitting financial results, disclose the details of amount raised, the portions thereof which is utilized and that remaining unutilized, the details of investment made pending utilisation, brief description of the project which is pending completion, status of the project and expected date of commencement of commercial production or commercial operations.                            Explanation : For the purposes of this item – 

                           i.             the details mentioned above, shall be approved by the Board or a Committee thereof, based on certification by the Chief Executive Officer and Chief Financial Officer, in compliance with sub-clause (II).

                           ii.               the expression “amounts raised” shall mean the proceeds of any issue of shares or debentures made by the company. 

                     f.           The quarterly and year to date results shall be prepared in accordance with the recognition and measurement principles laid down in Accounting Standard 25 (AS 25 – Interim Financial Reporting) issued by the Institute of Chartered Accountants of India (ICAI) / Company (Accounting Standarts) Rules, 2006, whichever is applicable.

                     g.    All items of income and expenditure arising out of transactions of exceptional nature shall be disclosed.

                     h.    Extraordinary items, if any, shall be disclosed in accordance with Accounting Standard 5 (AS 5 – Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) issued by ICAI / Company (Accounting Standarts) Rules, 2006, whichever is applicable.

                     i.    Changes in accounting policies, if any, shall be disclosed in accordance with Accounting Standard 5 (AS 5 – Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) issued by ICAI / Company (Accounting Standarts) Rules, 2006, whichever is applicable.

                     j.    Companies, whose revenues are subject to material seasonal variations, shall disclose the seasonal nature of their activities.  In addition, they may supplement their financial results with information for the 12 months period ending on the last day of the quarter for the current and preceding years on a rolling basis.

                     k.    The company shall disclose any event or transaction which occurred during or before the quarter that is material to an understanding of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock-outs, change in management and change in capital structure.  The company shall also disclose similar material events or transactions that take place subsequent to the end of the quarter.

                     l.    The company shall disclose the following in respect of dividends paid or recommended for the year, including interim dividends :- 

                           i.    amount of dividend distributed or proposed for distribution per share; the amounts in respect of different classes of shares shall be distinguished and the nominal values of shares shall also be indicated.

                           ii.   where dividend is paid or proposed to be paid pro-rata for shares allotted during the year, the date of allotment and number of shares allotted, pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed to be paid on pro-rata basis. 

                     m.   The company shall disclose the effect on the financial results of material changes in the composition of the company, if any, including but not limited to business combinations, acquisitions or disposal of subsidiaries and long term investments, any other form of restructuring and discontinuance of operations.

                     n.    The company shall also disclose the number of investor complaints pending at the beginning of the quarter, those received and disposed of during the quarter and those remaining unresolved at the end of the quarter.             V)     Forma

                     a.    The quarterly financial results shall be in the format given in Annexure I for companies other than banks and that given in Annexure II for banks.

                     b.    Manufacturing, trading and service companies, which have followed functional (secondary) classification of expenditure in the annual profit and loss account published in the most recent annual report or which proposed to follow such classification for the current financial year, may furnish quarterly financial results in the alternative format given in Annexure III. The alternative format can be used only if such format is used consistently from the first quarter of the financial year.

                     c.    Consolidated financial results shall be in the same format as is applicable to stand-alone financial results.  Additionally, details relating to minority interest, share of associates and other related items shall be separately given as additional row items.

                     d.    Annual audited financial results shall be in the format as is applicable to quarterly financial results.  However, columns and figures relating to the last quarter, year to date results and corresponding three months in previous year need not be given.

                     e.    If the company has more than one reportable primary segment in terms of Accounting Standard 17 (AS 17 – Segment Reporting) issued by ICAI / Company (Accounting Standards) Rules, 2006, it shall also submit quarterly or annual segment information as part of financial results in the format given in Annexure IV.

                     f.    Limited review reports shall be given by auditors in the format given in Annexure V for companies other than banks (including those using the alternative format of financial results) and in the format given in Annexure VI for banks.

                     g.    In case of audited financial reports, the audit report shall be given in the format given in Annexure VII for companies other than banks (including those using the alternative format of financial results) and in the format given in Annexure VIII for banks.

h.   Disclosure  of  Balance  Sheet  items  as  per  items  (ea)  shall  be  in  the  format specified  in  Annexure  IX  drawn  from  Schedule  VI  of  the  Companies  Act,  or  its equivalent formats in other statutes, as applicable.  

            VI)    Publication of financial results in newspapers 

                     a.    The company shall, within 48 hours of conclusion of the Board or Committee meeting at which the financial results were approved, publish a copy of the financial results which were submitted to the stock exchange in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated. 

Provided that where the company has opted to submit audited financial results under sub-clause I(b)(ii), it shall also publish the qualifications or reservations, if any, expressed by the auditor together with the audited results. 

b.    Where the company has submitted consolidated financial results alongwith  the  following  items  on  a stand-alone basis, as a foot note:- (a)Turnover (b)Profit before tax (c)Profit after tax in addition to standalone financial results under sub-clause (I) (e), it shall publish only consolidated financial results in the newspapers, subject to the following :- 

                           i.    It shall intimate the stock exchange in the first quarter of the financial year or within such extended period as may be specified by SEBI in this regard and shall not change the same during the financial year.

                           ii.   In case the company changes its option in any subsequent year, it shall furnish comparable figures for the previous year in accordance with the option exercised for the current year. 

iii. It shall give a reference in the newspaper publication, to the places, such as the company’s website and stock exchanges’ websites, where the standalone results of the company are available. 

iv.  Companies that are required to prepare consolidated financial results for the first time at the end of a financial year shall exercise the option mentioned at (b) above in respect of the quarter during the financial year in which they first acquire the subsidiary. 

            VII)    Interpretation 

                     For the purposes of this clause – 

                     a.    ‘financial year’ means the period of twelve months commencing on the first day of April every year, subject however to items (e) to (h),

                     b.    ‘annual results’ mean the financial results prepared in accordance with this clause in respect of a financial year,

                     c.    ‘quarter’ means the period of three months commencing on the first day of April, July, October or January of a financial year, subject however to items (e) to (h),

                     d.    ‘quarterly results’ mean the financial results prepared in accordance with this clause in respect of a quarter,

                     e.    if the duration of financial year of the company is more than 12 months but does not exceed 15 months, there shall be 5 quarters in a financial year,

                     f.    if the duration of financial year of the company is more than 15 months but does not exceed 18 months, there shall be 6 quarters in a financial year,

                     g.    the company may at its option have a financial year commencing on a date other than the first day of April  and

                     h.    the company may at its option have quarters commencing on dates other than those mentioned at item (c). 

Annexure I to Clause 41 

“Format for submitting the quarterly financial results by companies other than banks 

                                                                                                                                                                                                (Rs. In Lakhs)

         *   strike off whichever is not applicable

        **  for the quarter ended December 2008, March 2009, June 2009 and September 2009 only the figures for the relevant quarter needs to be disclosed. 

Annexure II to Clause 41

Format for submitting the quarterly financial results by banks 

                                                                                                                                                                                                (Rs in Lakhs)

       *     strike off whichever is not applicable 

            Notes (as per RBI requirements) – 

            1.   Employee cost under Operating expenses to include all forms of consideration given by the bank in exchange for services rendered by employees. It should also include provisions for post employment benefits such as gratuity, pension, other retirement benefits, etc.

            2.   Extraordinary items as defined in Accounting Standard 5 as income or expenses that arise from the ordinary activities of the enterprise and therefore, are not expected to recur frequently or regularly. Annexure III to Clause 41

Format for submitting the quarterly financial results by companies eligible for alternative format 

                                                                                                                                                (Rs. In Lakhs)