CLAUSE 47 OF LISTING AGREEMENT ACT

Presented by –

Nitesh Tolani Roll No.57Ankita Chandwani Roll No. 09

Prasenjit Paul Roll No. 42

1. What is Listing?2. What is Listing Agreement?3. Scope and Purpose of Listing Agreement4. Importance of Listing Agreement5. Important clauses of Listing Agreement6. Clause 47 of Listing Agreement7. Certificate under clause 47 of the Listing Agreement

Act

Index

Listing means admission of securities for dealings on specified stock exchanges.

Securities maybe of a public limited company, Central/State Government, quasi governmental and other financial institutions/corporations/municipalities, etc.

What is Listing ?

Basic document executed between Company and that Stock Exchange is the Listing Agreement.

Under Listing Agreement Companies are required to make certain disclosures and perform certain acts.

What is Listing Agreement ?

Whole Listing Agreement based on Corporate Governance.

What is Corporate Governance?

Currently, 54 Clauses present in the Listing Agreement.

Listing Agreement is of great importance and is executed under the common seal of a company.

The Company is required to make certain disclosures and perform certain acts, failing which the company may face disciplinary action, including suspension / delisting of securities.

Listing Department monitors the compliance of the companies

Scope and purpose of the Listing Agreement?

Through this agreement company undertakes to provide prompt facilities like transfer, consolidation, sub-division, consolidation of securities.

Provide proper notice for record dates and book closure. Furnish accounts on quarterly basis.

Intimate Stock Exchanges the happenings which are likely to affect the financial performance of the company & its stock prices.

Comply with the corporate governance conditions.

Forward copies of its annual report and accounts to its shareholders.

Importance of Listing Agreement

Clauses 1 to 14 deals with investor services such as to provide facilities for prompt transfer, registration, sub-division and consolidation of securities.

Clause 24(a) It deals wherein the Company is required to take in-principal approval for listing from the Stock Exchange before issuing any further shares.

Important clauses of Listing Agreement

Clause 40

deals where the company is required to achieve the minimum level of public shareholding.

It means promoters can not take more that specified percentage of Share Capital of the Company.

Clause 41

Deals with preparation and submission of Financial Results. The Company has to disclose its quarterly and yearly results.

Clause 53 and Clause 54 are newly inserted clause.

Clause 53 deals that if the Company enters into any agreement with Media Company, it is required to be informed to the Stock Exchange.

Clause 54 to maintain functional website containing basic information about the company. e.g. details of the business, financial information, shareholding pattern etc.

Clause 47 consists of Clause 47(a),Clause 47(c), Clause 47(e) and Clause 47(f)

Clause 47(a) The Company appoints a Company Secretary to act as a Compliance Officer

Clause 47(c) To ensure that the RTA (Registrar and Share Transfer Agent i.e Link in time, Karvy Computer Share, Share pro Services etc.) or the in-house share transfer facility produces a certificate from Practicing company secretary certifying that all share certificates have been issued within one month of the date of lodgment for following-

Clause 47 of Listing Agreement

transfer (transfer of shares from one person to other), sub-division (change in the nominal value of shares i.e

Nominal value is changed from Rs. 10 to Rs. 5 as against these new shares are issued to the shareholders),

consolidation( consolidation of two different types of shares in to one i.e if a company has 1000 equity shares of Rs. 10 each and 1000 pref. Shares of Rs. 10 each then it will be consolidated to 2000 equity shares of Rs. 10 each),

Clause 47(c) of Listing Agreement

renewal (Reissue of Share Certificate), exchange or

endorsement of calls/allotment monies ( If a person does not pay full amount on shares allotted to him, then that same shares are transferred to other person) and a copy of the same shall be made available to the Exchange within 24 hours of the receipt of the certificate by the Company.

Clause 47(c) of Listing Agreement

Clause 47(e) the Company will execute Memorandum of Understanding with RTA and shall submit copy of the same to the Stock Exchange within 48 hours for its record.

Clause 47(f) the Company will designate an email ID

of the grievance redressel division /compliance officer exclusively for the purpose of redressing investor grievances and inform it to the Stock Exchange.

Clause 47of Listing Agreement

Format :

FOR THE HALF YEAR ENDED (half year ended March / September). I have examined all Share Transfer Deeds, Memorandum of Transfers, Registers, files and other

documents relating to (name of the company) maintained by (name of the RTA) pertaining to transfer of equity shares of the company for the period from (beginning date of the half year) to (end date of the half year) for the purpose of issuing a Certificate as per Clause 47(C)of the Listing Agreement entered into by, (name of the company) with BSE and basing on the information provided by the Company and hereby certify that the Company has delivered during half year ended on (half year ended March / September).

Share Certificate relating to the Share Transfer Deeds received during the period from 1ST (beginning date

of the half year) to (end date of the half year) as entered in the Memorandum of Transfers have been issued within one month from respective date of lodgment of each deed excepting those rejected on technical grounds.

B) Share Certificates in respect of requests for exchange of duplicate and split certificates have been.

issued within one month of lodgment Date : (Name, Membership No and Signature of Practising Company Secretary) Place:

CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT

Please note that:

This Certificate should be given by a Practising Company Secretary.

The Certificates should be given for Half Year ended March and September.

Further details

THANK YOU