Listing Agreement

Presentation
by
Bhavik Gala
What do you mean by Listing of
Securities?

Listing means admission of the

securities to dealings on a recognized
stock exchange. The securities may
be of any public limited company,
Central or State Government, quasi
governmental and other financial
institutions/corporations,
municipalities, etc.
 Listing agreement
The companies desirous of getting their
securities listed are required to enter into
an agreement with the Exchange called
the Listing Agreement and they are
required to make certain disclosures and
perform certain acts.
Importance of Listing Agreement

Under the Listing Agreement, a company

undertakes, amongst other things, to
provide facilities for prompt transfer,
registration, sub-division and
consolidation of securities; to give proper
notice of closure of transfer books and
record dates, to forward copies of
unabridged Annual Reports and Balance
Sheets to the shareholders,
Cont’d
Importance of Listing Agreement

to file Distribution Schedule with the

Exchange annually; to furnish financial
results on a quarterly basis; intimate
promptly to the Exchange the happenings
which are likely to materially affect the
financial performance of the Company
and its stock prices, to comply with the
conditions of Corporate Governance, etc.
 The Listing Agreement
contains 51 clauses
and
schedule of payment of
Listing fee
 Important clauses of Listing
Agreement
• Clause 16
• Clause 31
• Clause 35
• Clause 41
• Clause 47
• Clause 49
 Clause 16
• To close the register of transfers at least
once in a year at the time of the AGM
• To give notice to the SE stating the date of
closure of the register of transfers or
record date ,and signifying the purpose
for which the register is closed or the
record is fixed and to send copies of such
notice to other recognized SE’s in India
 Clause 16
• The Stock Exchange should be intimated
at least 21 days before the closure or
record date
• In case of Securities compulsory delivered
in the dematerialized form then the SE
should be intimated at least 15 days before
the closure or record date
• The company should not have a gap of
less than 30 days between two book
closures and /or record date
 Clause 35 of the Listing
Agreement
• To file with the stock exchange the
shareholding pattern of the company on
quarterly basis within 15 days from the
end of every quarter .
• The format of the shareholding pattern
has been amended since June 2007
FORMAT
 Clause 41
• To make announcement to the stock exchange
regarding quarterly unaudited financial
results within 15 minutes of the closure of
Board meeting .
• To publish unaudited /audited financial
results in one English daily newspaper
circulating in the whole of India and in
regional newspaper
• The format of Clause 41 is amended since 10th
July and the revised format has been
mandated
FORMAT
 Clause 47 (a)
Appointment of Company Secretary to act
as Compliance Officer who shall be
responsible for monitoring the share
transfer process and report to company’s
Board of Directors in each meeting
 Clause 47 (c)
• To ensure that the RTA and /or the In-
house Share Transfer facility produces a
certificate from a Practicing Company
Secretary.
• To submit the Clause 47( c) RTA report
from the end of each half of the financial
year within 24 hours of the receipt of the
same from PCS to the Stock Exchange
FORMAT
 Clause 49
Compliance Report
• The Company has to submit to the Stock
Exchange Clause 49 Compliance Report
on a quarterly basis .

FORMAT
 Secretarial Audit Report

• The company has to submit a secretarial

audit report on a quarterly basis
FORMAT
Thank You