Securities and Exchange Broad of India
October 05, 2011
All Stock Exchanges
Sub: Amendments to the Equity, IDR and SME Equity Listing Agreements
1. In line with the objective to enhance the quality of disclosures made by listed entities, certain amendments are hereby carried out to the Equity Listing Agreement, Model Listing Agreement for Indian Depository Receipts and Model SME Equity Listing Agreement (hereinafter referred to as the “Listing Agreements”).
2. The full texts of amendments to be effected in the Listing Agreements are given at Annexure. Some of the amendments are as under:-
(a) Amendments to Clause 41 – Disclosure of quarterly financial results
i) In order to give a better comparative picture of the quarterly financial results, listed entities shall disclose figures in respect of immediately preceding quarter as well in addition to the existing requirements.
ii) Listed entities shall also submit the last quarter results along with the audited annual results.
(b) Amendments to Clause 41 – Submission of financial results
It is being observed that certain listed entities, while submitting their interim financial results, submit unaudited financials first and subsequently submit the limited review report after a lag. It is hereby clarified that submission of unaudited results shall be accompanied by the limited review report of the auditors.
(c) Amendments to Clause 32 – Mode of Supplying Annual Reports to Shareholders
In modification of SEBI circular no. SEBI/CFD/DIL/LA/2/2007/26/4 dated April 26, 2007 and in line with the green initiative of Ministry of Corporate Affairs vide their circular dated April 29, 2011, it has been decided that instead of supplying complete and full annual reports to all the shareholders, listed entities shall supply:
i) soft copies of full annual reports to all those shareholders who have registered their email addresses for the purpose;
ii) hard copy of abridged annual reports to others and
iii) hard copies of full annual reports to those shareholders, who request for the same.
(d) Insertion of Clause 35A – Disclosure of voting results by listed entities
In order to ensure wider dissemination of information regarding voting results, listed entities shall disclose their voting results in the prescribed format, to the exchanges and also place the same on their websites, within 48 hours from the conclusion of the concerned shareholders’ meeting. To begin with, this requirement shall be applicable to top 500 listed entities based on market capitalization computed as on the date of this circular.
(a) Provisions of Paras 2(a), 2(b) and 2(c) shall be applicable with effect from the quarter/financial year ending on December 31, 2011.
(b) Provisions of Para 2(d) shall be applicable for all the shareholders’ meetings, for which notices are issued on or after January 01, 2012. Stock Exchanges are advised to notify the list of entities for whom the said provision would be applicable based on the criteria specified at 2(d) above.
4. The above listing conditions are specified in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992. The said listing conditions should form part of the existing Listing Agreements of the stock exchange.
5. All stock exchanges are advised to ensure compliance with this circular and carry out the amendments in their Listing Agreement as per the Annexure to this circular.
6. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.
Encl: as above