Analysis of Listing Agreement & SEBI LODR Regulations, 2015

To issue certificates within fifteen days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies.

Read with

40(3)

To issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.

The listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer.

Time period for Issuance of certificate in case of split, consolidation, renewal, exchanges, endorsements etc. have been increased to 30 days except in case of transfer of shares.

Company to give notice of closure of transfer books/record date at least seven working days in advance to stock exchanges.

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 at least 2 working days in advance.

Give prior intimation of Board Meeting at least two working days in advance, excluding the date of the intimation and date of the meeting.

Two clear working days’ notice is required.

Give notice simultaneously to the Stock Exchange(s) 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)

Give prior intimation to Stock Exchange(s) at least 2 working days in advance, excluding the date of the intimation and date of the meeting, about the Board Meeting in which the proposal for declaration of bonus securities where such proposal is communicated to the Board of Directors of the listed entity as part of the agenda papers. Provided that in case the declaration of bonus is not on the agenda of the Board Meeting, prior intimation is not required to be given to the Stock Exchange(s).

& (c)

(a) all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or interest payment and date on which dividend shall be paid/dispatched;

(c) decision on Buyback of Securities.

30(6)

Schedule

III, Part A,

Para A (4)

(a)&(c)

(a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/ dispatched;

(c) decision on buyback of securities.

to (c)

Intimate to the SE within 15 minutes of the closure of the Board Meeting :

(a) short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by way of right shares to be offered to the shareholders or debenture holders, or in 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;

30(6)

Schedule

III, Part A,

Para A (4)

(e) to (g)

Disclose to the Stock Exchange(s), within 30 minutes of the closure of the Board Meeting:

(e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/ dispatched;

(f) re-issue of forfeited shares or securities, or 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;

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

Validity of the letter is 6 months from the date of issuance.

36

(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.

30,

Para B of

Part A of

Schedule

III

(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 Treasures;

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

30(6),

Schedule

III, Part A,

Para A (7)

33(3)(d)

Now send Annual Report is required to be send within 21 working days of its being approved and adopted by the Shareholder’s at the AGM.

The annual report, besides containing audited financial statements, shall now additionally also include Statement on Impact of Audit Qualifications as stipulated in regulation 33(3) (d).

III, Part

A, Para A

(13)

2. New format has been prescribed by SEBI through circular no. CIR/CFD/CMD/13/2015 dated November 30, 2015

2. New format has been prescribed by

SEBI vide circular no. Circular No. CIR/CFD/CMD/8/2015 dated November 04, 2015

(c)

2. New format has been prescribed by

SEBI vide circular no. CIR/CFD/CMD/15/2015dated November 30, 2015

(d)

(f)

III, Part A,

Para A (4)

(h)

(a)

proviso to

29(2)

(b)

(a)

Read with

47(3)

Ensure that the RTA and/or the In-house Share Transfer facility, as the case may be, produces a certificate from a PCS within 1 month of the end of each half of the financial year, certifying that all certificates have been issued within 15 days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and a copy of the same shall be made available to the SE within 24 hours of the receipt of the certificate by the Company.

Ensure that the share transfer agent and/ or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within 1 month of the end of each half of the financial year, certifying that all certificates have been issued within 30 days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and ensure that certificate be filed with the SE Simultaneously.

1. Certificate has to be issued within 30 days instead of 15 days.

2. Earlier certificate was to be filed within 24 hours of its receipt, now it is to be filed Immediately.

(A)

(B)

(C)

(D)

(A)

(B)(1)

(B)(2

(B)(3)

(B)(4)

However, the Companies Act, 2013 still requires the issuance of appointment letter to Independent Directors.

(B)(5)

(B)(6)

However, SS-1, issued by the ICSI has prescribed that the ID’s should meet once in a Calendar Year.

(B)(7)

46(2)(i)

(C)

(D)

(7), 26(1)

& 25(6)

(E)

& 16(d)

(F)

(e)

(B)

18(2)(b)

(C)

(D)

Part C of

Schedule II

(E)

Material Related party transactions requiring Ordinary Resolution which is in line with the Companies (Amendment) Act, 2015.

(A)

& 46(2)(g)

The Annual Report shall contain any other Disclosures specified in Companies Act, 2013 along with the Requirements, specified in Schedule V of SEBI (LODR), Regulations, 2015

(B)

Schedule V

(C)

Schedule V

(D)

Schedule V

(E) (4)

(I)

Note: * Sub clauses (F), (G) and (H) deleted pursuant to SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014.

2. It shall have to make disclosure of events specified in Para B of Part A of Schedule III;

3. The listed entity shall frame a policy for determination of materiality ;

4. The board of directors of the listed entity shall authorize one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s).

Part E of

Schedule II