Appendix 84

LISTING AGREEMENT

Information to be placed before Board of Directors

Suggested List of Items to be included in the Report on Corporate Governance in the Annual Report of Companies

Non‑Mandatory Requirements

SCHEDULE OF COMPANY'S LISTED SECURITIES

SCHEDULE OF LISTING FEES FOR THE YEAR 2000‑2001

FORM OF SHAREHOLDING PATTERN

ANNEXURE A

LETTER OF APPLICATION

ANNEXURE B

REQUIREMENTS FOR CASH FLOW STATEMENTS

CASH FLOW STATEMENT FOR _________________

STANDARD LISTING AGREEMENT FORM WITH SCHEDULE OF LISTING FEES

Non‑Judicial Stamp for Rs. 2‑30 P.

Agreement made this ______________________________________________________ day of _____________________ 19 ________ by _________________________________ a Company duly formed and registered under the Indian Companies Act and having its Registered Office in (hereinafter called "the Company") WITH THE STOCK EXCHANGE OF MUMBAI (herein after called "the Exchange")

WITNESSETH

WHEREAS the 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) that Letters of Allotment, Acceptance or Right 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 renounce able 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) that Letters of Allotment and Letters of Rights 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 the securities deposited with it whether for registration, sub‑division, consolidation, renewal, exchange or for other purposes.

3. The Company agrees-

(a) to have on hand at all times a sufficient supply of certificates to meet the demands for transfer, sub‑division, 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 lodgment for transfer, sub‑division, consolidation, renewal, exchange or endorsement of calls/allotment monies or to issue within fifteen days of such lodgment for transfer Pucca Transfer Receipts in denominations 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 issue, unless the Exchange otherwise agrees and the parties concerned desire, Allotment Letters, Share Certificates, Call Notices and other relevant documents in market units of trading and in the case of share certificates issued pursuant to conversion of debentures or shares allotted in respect of tradeable warrants or exercise of rights or bonus issues or amalgamations which are not in market units of trading, in denominations of 1, 5, 10, 50 shares;

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

(d) 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;

(e) to exchange 'Rights' or 'Entitled' shares into Coupons or Fractional Certificates when so required by the Exchange;

(f) to issue call notices and splits and duplicates thereof in a standard form acceptable to the Exchange, to forward a supply of the same promptly to the Exchange for meeting requests for blank split and duplicate call notices, to make arrangements for accepting call moneys at all centers where there are recognised stock exchanges in India and not to require any discharge on call receipts;

(g) to accept the discharge of the members of the Exchange on Split, Consolidation and Renewal Receipts as good and sufficient without insisting on the discharge of the registered holders.

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 lodgment, it will verify whether the discharge of the registered holders on the documents lodged for sub‑division, consolidation or renewal and their signature on the relative transfers are in order.

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 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 members 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 document 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 debentures;

(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 corresponding to the market unit of trading;

(d) for issue of new certificates in replacement of those which are old, decrepit or worn out, or where the cages on the reverse of recording transfers have been fully utilised;

(e) 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 tom, defaced, lost or destroyed;

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 property executed and accompanied either by certificates or by Letters of Allotment, pucca Transfer Receipts or Split, Consolidation or Renewal Receipts duly discharged either by the registered holders or, in the case of Split, Consolidation and Renewal Receipts, by the members of the Exchange or an official of the Stock Exchange Clearing House as provided herein.

12. On lodgment 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 will 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 the 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 aterial defects in the documents except minor difference in signature of the transferor(s),

(i) then the company will promptly sent 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.

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 holdersand furnish to the Exchange particulars of the number of securities so affected, the distinctive numbers of stich securities and the names of the registered holders thereof.

14. If, in view of the volume of the 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 Mumbai 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 Fort Area of the City of Mumbai, which will receive and redeliver all securities there tendered for the purpose of transfer, sub division, 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 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 forty‑two 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.

The Company further agrees that the minimum time gap between the two book closures and/or record dates would be at least 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 declaration/ recommendation of Dividend or Rights or issue of convertible debentures or of debentures carrying a fight to subscribe to equity shares or the passing over of dividend is due to be considered at least 7 days in advance;

(b) to 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.

20. The Company will, immediately on the date of the meeting of its Board of directors held to consider or decide the same, intimate to the Exchange within 15 minutes of the closure of the Board meetings by letter/fax, (or, if the meeting be held outside the city of Mumbai, by fax/telegram)

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

(b) the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits 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.

21. The Company will fix and notify the Exchange at least twenty‑one days in advance of the date on and from which the dividend on shares, interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds will be payable and will issue simultaneously the dividend warrants, interest warrants and cheques for redemption money of redeemable shares or of debentures and bonds, which shall be payable at par at such centers as may be agreed to between the Exchange and the Company and which shall be collected at par, with collection charges, if any, being home by the Company, in any bank in the country at center's other than the center's agreed to between the Exchange and the Company, so as to reach the holders of shares, debentures or bonds on or before the date fixed for payment of dividend, interest on debentures or bonds or redemption money, as the case may be.

22. The Company will, immediately on the date of the meeting of its Board of directors held to consider or decide the same, intimate to the Exchange within 15 minutes of the closure of the Board meetings by letter/fax, (or, if the meeting be held outside the City of Mumbai, by fax/telegram)

(a) short particulars of any increase of capital whether by issue of bonus shares through capitalisation, or by way of fight 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 fights, privileges or benefits to subscribe to;

(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.

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 the 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 so close the Transfer Books or fix the record date only after the sanctions 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 offers 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 shareholders 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 Right 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 applications of new securities.

24.

(a) 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 document 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 Acknowledgment Card obtained from SEBI through the lead manager. Unless the regulation / guidelines of the 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 dealings on the Exchange, such as

(i) a copy of the Acknowledgment Card or letter indicating the observations on draft prospectus/letter of offer/offer documents by SEBI; unless the regulation/ guidelines of the Securities and Exchange Board of India provide otherwise, and

(ii) a certificate from a Merchant Banker acting as a lead manager to the issue reporting positive compliance by the company of the Guidelines on Disclosure and Investor Protection issued by SEBI.

(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 Acknowledgment Card by SEBI at any time before grant of permission of listing/admission to dealings 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.

25. In the event of the 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 requested 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 striking of the balance) for the drawing;

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.

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 Treasures;

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 and Loss Accounts and of all periodical and special reports as soon as they are issued and one copy each to all the recognised stock exchanges in India;

(b) six copies of all notices, resolutions and circulars relating to new issue of capital prior to their despatch to the shareholders;

(c) three copies of all the notices, call letters or any other circulars at the same time as they are sent to the shareholders or debenture holders or advertised in the Press;

(d) copy of the proceedings at all Annual and Extraordinary General Meetings 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 or any other statutory authority in connection with any merger, amalgamation, re‑construction, reduction of capital, scheme or arrangement, including notices, circulars, etc. issued or advertised in the press in regard to meetings 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 the complete and full balance sheet, profit and 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 and profit & loss account and director's report to shareholders residing in one household (i.e. having same address in the books of Company/registrars/share transfer agents). Provided that the company on receipt of request shall supply the complete and full balance sheet and profit & 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 soft. ware business) after 1^st January, 1998 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 three years from the date of change in the name of the company.

The company will also give a cash flow statement along with balance sheet and profit and 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.]

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 moneys 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 it will not forfeit unclaimed dividends before the claim becomes barred by law and that such forfeiture, when effected, will be annulled in appropriate cases;

(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 the 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 being so worded that a shareholder or debenture holder may vote either for or against each resolution;

(g) that when notice is given to its shareholders by advertisement it will advertise such notice in at least one leading Mumbai daily newspaper.

35. The Company agrees to file with the exchange the shareholding pattern on quarterly basis within 15 days of end of the quarter in the following form:

DISTRIBUTION OF SHAREHOLDING AS ON QUARTER ENDING
Category		No. of shareholding	Percentage of share-holder
A. Promoter's holding 1. Promoters* ‑Indian promoters ‑Foreign promoters 2. Persons acting in concert#
Sub‑total
B. Non‑promoters holding 3. Institutional investors (a) Mutual funds and UTI (b) Banks, financial institutions, insurance companies (Central/State Government institutions/non government institutions) (c) FlIs
Sub‑total
	4. Others (a) private corporate bodies (b) Indian public (c) NRIs/OCBs (d) Any other (please specify Sub-total
	Grand total

* As defined in regulation 2(h) of SEBI (Substantial Ac4uisition of Shares and Takeovers) Regulations, 1997. The promoters' holding shall include all entities in the promoters group ‑ individual or body corporates.

# As defined in regulation 2(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Note 1 : Name and number of share held and percentage shareholding of entities/persons holding more than 1 per cent of the shares of the company be given under each head.

Note 2 : Total foreign shareholding in number of shares and percentage shareholding be given as footnote including GDR and ADR holdings.

Note 3 : The company shall also post this information on its web site.

36. Apart from complying with all specific requirements as above, the Company will keep the Exchange informed of events such as strikes, 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 the public to appraise the position of the Company and to avoid the establishment of a 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 the events which will have bearing on the performance/operations of the company as well as price sensitive information. The material events may be events 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 pricing1realisation 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 reasonable 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 setting divisions of the company, etc.

(iii) Change in market lot of the company's 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/rights/bonus, etc.

The above information should be made public immediately.

37. The Company agrees to permit the Exchange to make available immediately to its members and to the Press any information supplied by the Company in compliance with any of the listing requirements provided that in cases where it is contended that such disclosure might be detrimental to the Company's interest a special submission to that effect may be made for the consideration of the Exchange when furnishing the information.

38. The Company agrees that as soon as its securities are listed on the Exchange, it will pay to the Stock Exchange an Initial Listing Fee as prescribed in Schedule 11 hereto annexed and made a part thereof, 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 the 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 11 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 11 annexed hereto for any addition in the capital after 31^st March.

39. The Company agrees that in the event of the application for listing being granted such listing shall be subject to the Rules, By‑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 regulations as may be promulgated by the Exchange as a general requirement for new listings.

40A. Conditions for continued listing

(i) The company agrees that in the event of the application for listing being granted by the Exchange, the company shall maintain on a continuous basis, the minimum level of non promoter holding at the level of public shareholding as required at the time of listing.

(ii) Where the non‑promoter holding of an existing listed company as on April .01, 2001 is less than the limit of public shareholding as required at the time of initial listing, the company shall within one year raise the level of non‑promoter holding to at least 10% in case the company fails to do so, it shall buy back the public share holding in the manner provided in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

(iii) The company agrees that it shall not make preferential allotment or an offer to buy back its securities, if such allotment or offer result in reducing the non‑promoter holding below the limit of public shareholding specified under the SEBI (Disclosure and investor Protection) Guidelines as applicable at the time of initial listing or the limit specified in sub clause (ii) for the existing listed company, as the case may be.

(iv) The conditions stipulated in sub‑clauses (i), (ii) and (iii) shall not apply to the companies referred to BIFR.

(v) The company agrees that the following shall also be the condition for continued listing:

(a) When any person acquires or agrees to acquire 5% or more of the voting rights of any securities, the acquirer and the company shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

(b) When any person acquirers or agrees to acquire any securities exceeding 15% of the voting rights in any company or if any person who holds securities which in aggregate carries less than 15% of the voting rights of the company and seeks to acquire the securities exceeding 15% of the voting rights, such person shall not acquire any securities exceeding 15% of the voting rights of the company without complying with the relevant provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

40B. 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 that it will furnish unaudited financial results on a quarterly basis with effect from the Quarter ending on 31st March, 2000, in the following proforma within one month from the end of quarter (Quarter means 3 months only) to the Stock Exchanges and will make an announcement to the Stock Exchanges where the company is listed, immediately within 15 minutes of the closure of the Board meeting or meeting of a sub‑committee of Board of directors (consisting of not less than one third of the directors), in which the unaudited financial results are placed and also within 48 hours of the conclusion of the Board or its sub‑committee meeting in at least one English daily newspaper circulating in the whole or substantially the whole of India and in one news paper published in the language of the region, where the registered office of the company is situated. The Board of directors or its sub‑committee should take on record the unaudited quarterly results which shall be signed by the managing director/director. The Company shall inform the Stock Exchange where its securities are listed about the date of the Board meeting at least 7 days in advance and shall also issue immediately a press release in at least one national newspaper and one regional language newspaper about the date of the aforesaid Board or its sub‑committee meeting.

In case the company had changed its name suggesting any new line of business (including software business), after 1^st January, 1998 or it changes the name hereafter, then the company will disclose the turnover and income, etc., from such new activities separately in the quarterly/annual results which are submitted/published for a period of three years from the date of change in the name of the company.

The unaudited results should not substantially differ from the audited results of the company. If the sum total of the first, second, third and fourth quarterly unaudited results in respect of any item given in the same proforma varies by 20 per cent when compared with the audited results for the full year, the company shall explain the reasons to the Stock Exchanges.

In addition, the Company shall prepare the half yearly result in the same proforma with effect from half year ending on 31st March, 2000 and the same shall be approved by the Board of directors and subjected to a limited review by the auditors of the company (or by any chartered accountant in the case of public sector undertakings) and a copy of the review report shall be submitted to the Stock Exchange within two months after the close of the half year. For the purpose of this review half year shall be construed as consisting of the first two quarters of the Company's financial year. If the sum total of First and Second quarterly unaudited results in respect of any item given in the same proforma format varies by 20 per cent or more from the respective half yearly results as determined after the 'limited review' by the auditors, the Company shall send a statement (approved by the Board of directors) explaining the reasons to the Stock Exchanges along with review report.

The review report of the company (except banks) shall be in the following format:

"We have reviewed the accompanying statement of unaudited financial results of _________ (name of the company) for the period ended _________________

This statement is the responsibility of the Company's management.

A review of interim financial information consists principally of applying analytical procedures for financial data and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

The review report for banks shall be in the following format:

"We have reviewed the accompanying statement of unaudited financial results of __________ (name of the company) for the period ended ______________ This statement is the responsibility of the Company's management.

In the conduct of our review we have relied on the review reports in respect of non performing assets received from concurrent auditors of _____________________ branches, inspection teams of the bank of _____________ branches specifically appointed for this purpose. These review reports cover ______________ percent of the advances portfolio of the bank. Apart from these review reports, in the conduct of our review, we have also relied upon various returns received from the branches of the bank.

Based on our review conducted as above, nothing has come to our notice that causes us to believe that the accompanying statement of unaudited financial results has not disclosed the information required to be disclosed in terms of clause 41 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any material misstatement or that it has not been prepared in accordance with the relevant prudential norms issued by the Reserve bank of India in respect of income recognition, asset classification, provisioning and other related matters."

In respect of the half yearly results, if the company intimates in advance to the Stock Exchange/s that it will publish audited half yearly financial results within two months of the close of the half year, then in such a case unaudited results and limited review need not be published/given to the Stock Exchange/s.

In respect of results for the last quarter of the financial year, if the company intimates in advance to the Stock Exchange/s that it will publish audited results within a period of three months from the end of the last quarter of the financial year, in such a case unaudited results for the last quarter need not be published/given to the Stock Exchange/s.

The quarterly results shall be prepared on the basis of accrual accounting policy and in accordance with uniform accounting practices adopted for all the periods on quarterly basis.

The format for declaration of unaudited quarterly results for Company (except bank) is as follows:

UNAUDITED FINANCIAL RESULTS FOR THE THREE MONTHS ENDED

Rs. in lakh

	1	2	3	4	5
	3 months ended	Corresponding 3 months in the previous year	Year to date figures for current period	Year to date figures for previous year	Previous Accounting year
1. Net sales/income from operations
2. Other income
3. Total expenditure (a) Increase/decrease in stock in trade (b) Consumption of law materials (c) Staff cost (d) Other expenditure (Any item exceeding 10 per cent of the total expenditure to be shown separately)
4. Interest
5. Depreciation
6. Profit (=)/Loss (-) before Tax (1+2-3+4-5)
7. Provision for taxation
8. Net profit (+)/Loss (-) (6-7)
9. Paid-up equity share capital (face value of the share shall be indicated)
10. Reserves excludi Valli ti n reserves (as per balance sheet) or previous a counting year to be given in column(5)
11. Basic and diluted EPS for the period, for the year to date and for the previous year (not to be annualised)

12. Aggregate of non-promoter shareholding* - Number of shares - Percentage bf shareholding
The disclosure is applicable only for half yearly financial results ending on or after 31^st March, 2001. From the half year ending on or after 3 1 st March, 2002, the companies shall also be required to disclose the non-promoter shareholding at the end of the conesponding half year in the previous year and at the end of the previous accounting year.
** Non promoter shareholding as classified under category B in the shareholding pattern in clause 35 of the Listing Agreement.

Notes:

(a) Any event or transaction that is material to an undertaking of the results for the quarter including completion of expansion and diversification programmes, strike, lock‑outs, change in management, change in capital structure, etc., shall be disclosed. Similar material event or transactions subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter, shall also be disclosed.

(b) All material non‑recurring/abnormal income/gain and expenditure/loss and effect of all changes in accounting practices affecting the profits materially must be disclosed separately.

(c) In the case of companies whose revenues are subject to material seasonal variations, they shall disclose the seasonal nature of their activities and may also supplement their unaudited financial results with information for 12 months periods ended at the interim date (last day of the quarter) for the current and preceding years on a rolling basis.

(d) Company shall give the following information in respect of dividend paid or recommended for the year including interim dividends declared:

(i) Amount of dividend distributed or proposed distinguishing between different classes of shares and dividend per share also indicating nominal value per share.

(ii) Where dividend is paid or proposed pro rata for shares allotted during the year, the date of allotment, number of shares allotted, pro rata amount of dividend per share and the aggregate amount of dividend paid or proposed on pro rata basis.

(e) The effect of changes in composition of the company during the quarter, including business combinations, acquisitions or disposal of subsidiaries and long‑term investments, restructuring and discontinuing operations shall be disclosed.

(f) If there is any qualifications by the auditors in respect of the auaited accounts of the previous accounting year which has a material impact on the profit disclosed in such accounts, then the company shall disclose the same with the unaudited quarterly results and give explanation as to how such qualifications have been addressed in the unaudited financial results.

(g) If the company is yet to commence commercial production, then instead of the quarterly results, the company should give particulars of the status of the project, its implementation and the expected date of commissioning of the project. Ile companies shall further disclose the balance of unutilised monies raised by the issue and the form in which such unutilised funds have been invested.

(h) The unaudited results sent to Stock Exchangels, and published in newspapers should be based on the same set of accounting policies as those followed in the previous year. In case there are changes in the accounting policies, the results of previous year will be recast as per the present accounting policies, to make it comparable with current year results.

The format for declaration of Unaudited Quarterly Results for banks is as follows:

UNAUDITED QUARTERLY FINANCIAL RESULTS FOR THE

THREE MONTHS ENDED ............

Rs. in lakh

	1	2	3	4	5
	3 months ended	Corresponding 3 months in the previous year	Year to date figures for current period	Year to date figures for previous year	Previous Accounting yeare
1.Interest earned (a) + (b) + (c) + (d) (a) Interest/discount on advances/bills (b) Income on investments (c) Interest on balances with Reserve Bank of India and other inter bank funds (d) Others
2. Other income A. Total income (1 +2)
3. Interest expended
4. Operating expenses (e) + (f) (e) Payments to and provisions for employees (f) Other operating expenses
B. Total expenditure (3) + (4) (excluding provisions and contingencies)
C. Operating profit (A-B) (Profit before provisions and contingencies)
D. Other provisions and contingencies
E. Provision for taxes
F. Net profit (C-D-F)
5. Paid-up equity share capital
6. Reserves excluding revaluation reserves (as per balance sheet of previous accounting year)
7. Analytical ratios (i) Percentage of shares held by Govt. of India (ii) Capital adequacy ratio (iii) Earning per share
8. Aggregate of non-promoter Shareholding* - Number of shares - Percentage of shareholding
* The disclosure is applicable only for half yearly financial results'ending on or after 31^st March, 2001. From the half year ending on or after 31^st March, 2002, the companies shall also be required to disclose the non-promoter shareholding at the end of the corresponding half year in the previous year and at the end of the previous accounting year. ** Non promoter shareholding as classified under category B in the shareholding pattern in clause 35 of the Listing Agreement.

Notes:

(a) Any event or transaction that is material to an understanding of the results for the quarter including completion of expansion and diversification programmes, strike, lock‑outs, change in management, change in capital structure, etc., shall be disclosed. Similar material event or transactions subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter shall also be disclosed.

(b) All material non‑recurring/abnormal income/gain and expenditure/loss and effect of all changes in accounting practices affecting the profits materially must be disclosed separately.

(c) Company shall give the following information in respect of dividend paid or recommended for he year including interim dividends declared:

(i) Amount of dividend distributed or proposed distinguishing between different classes of shares and dividend per share also indicating nominal value per share.

(d) The effect of changes in composition of the company during the quarter, including business combinations, acquisitions or disposal of subsidiaries and long‑term investments, restructuring and discontinuing operations shall be disclosed.

(e) If there is any qualifications by the auditors in respect of the audited accounts of the previous accounting year which has a material impact on the profit disclosed in such accounts, then the company shall disclose the same along with the unaudited quarterly results and give explanation as to how such qualifications has been addressed in the unaudited financial results.

(f) The unaudited results sent to Stock Exchange/s and published in newspapers should be based on the same set of accounting policies as those followed in the previous year. In case there are changes in the accounting policies, the results of previous year will be recast, as per the present accounting policies, to make it comparable with current year results.

(g) Half yearly result which are required to be subjected to the 'limited review' by the auditors shall be prepared for the first two quarters.

If the period of the financial year is more than 12 months and not exceeding 15 months, there will be 5 quarters and if it is more than 15 months but not exceeding 18 months, there will be 6 quarters and the financial results will be intimated to the Exchange and published in the news papers accordingly. Half yearly result which are required to be subjected to the 'limited review' by the auditors shall be prepared for the first two quarters where the financial year does not exceed 15 months and for the first two quarters and also separately for the third and fourth quarters where the financial year exceeds 15 months.)

42. The Company agrees that it shall be a condition precedent for issuance of new securities that it shall deposit before the opening of subscription fist and keep deposited with the Exchange (in cases where the securities are offered for subscription whether through a prospectus, letter of offer or otherwise) an amount calculated at the rate of 1% (one per cent) of the amount of securities offered for subscription to the public and/or to the holders of existing securities of the company, as the case may be for ensuring compliance by the company, within the prescribed or stipulated period, of all prevailing requirements of law and all prevailing listing requirements and conditions as mentioned in, and refundable or forfeitable in the manner stated in the Rules, Bye‑laws and Regulations of the Exchange for the time being in force.

50% (fifty per cent) of the above mentioned security deposit should be paid to the Exchange in cash. The balance amount can be provided for by way of a bank guarantee. The amount to be paid in cash is limited to Rs.3 crores.

43.

(1) The Company agrees that it will furnish on a quarterly basis a statement to the Exchange indicating the variations between projected utilisation of funds and/or projected profitability statement made by it in its prospectus or letter of offer or object/s stated in the explanatory statement to the notice for the general meeting for considering preferential issue of securities, and the actual utilisation of funds and/or actual profitability.

(2) The statement referred to in clause (1) shall be given for each of the years for which projections are provided in the prospectus/letter of offer/object/s stated in the explanatory statement to the notice for considering preferential issue of securities and shall be published in newspapers simultaneously with the unaudited/audited financial results as required under clause 41.

(3) If there are material variations between the projections and the actual utilisation/ profitability, the company shall furnish an explanation therefore in the advertisement and shall also provide the same in the Directors' Report."

44. The company agrees that

(a) as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the public issue;

(b) it shall pay interest @ 15% per annum if the allotment has not been made and/or the refund orders have not been despatched to the investors within 30 days from the date of the closure of the issue.

45. The company agrees that

There will be at least 5 public shareholders for every Rs. 1 lakh of net capital offer made to the public. In case of offer for sale there will be at least 10 public shareholders for every Rs. 1 lakh of equity offered to the public.

Explanation.‑For the purpose of this clause a public shareholder shall mean a person who is neither a promoter nor does he hold more than 1 % equity capital of the company.

Provided that nothing in this clause shall apply to the public issue made by an infrastructure company.

Explanation.‑For the purpose of this proviso "infrastructure company" means the company as defined under Section 10(23G) of the Income Tax Act, 1961, provided their projects are appraised by a Developmental Financial Institution (DFI) or Infrastructure Development Finance Corporation (IDFC) or Infrastructure Leasing and Financial Services (IL&FS) and whose projects also have the participation of minimum 5% of the project cost (in debt/or equity) by the appraising institution".

46. The Company shall comply with the provisions of SEBI Guidelines on Disclosure and Investor Protection issued by SEBI from time to time.

47. The Company agrees

(a) to appoint the Company Secretary to act as Compliance Officer who will be responsible for monitoring the share transfer process and report to the Company's Board in each meeting. The compliance officer will directly liaise with the authorities such as SEBI, Stock Exchanges, Registrar of Companies, etc., and investors with respect to implementation of various clauses, rules, regulations and other directives of such authorities and investor service and complaints of related matter;

(b) to undertake a due diligence survey to ascertain whether the Registrars and Share Transfer Agent/s (RTA) and/or In‑house Share Transfer facility, as the case may be, are sufficiently equipped with infrastructure facilities such as adequate manpower, computer hardware and software, office, space, documents handling facility, etc., to serve the shareholders.

(c) that it will ensure that the RTA and/or the In‑house Share Transfer facility, as the case may be, produces a certificate from a practicing Company Secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within one month of the date of lodgment 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 Exchange within 24 hours of the receipt of the certificate by the Company;

(d) to furnish to the Exchange both by way of floppy disks and printed details, within 48 hours of its getting information regarding loss of share certificates and issue of the duplicate certificates;

(e) to maintain copies of Memorandum of Understanding entered into with the RTA setting out their mutual responsibilities, at the Registered Office of the Company for Public inspection and the company further agrees to submit within 48 hours a copy of the same to the Exchange for its records."

48. The company agrees to co‑operate with the Credit Rating Agencies in giving correct and adequate information for periodical review of the securities during lifetime of the rated securities."

49. CORPORATE GOVERNANCE

I. Board of Directors

A. The company agrees that the board of directors of the company shall have an optimum combination of executive and non‑executive directors with not less than fifty percent of the board of directors comprising of non‑executive directors. The number of independent directors would depend whether the Chairman is executive or non‑executive. In case of a non‑executive chairman, at least one‑third of board should comprise of independent directors and in case of an executive chairman, at least half of board should comprise of independent directors.

Explanation.‑For the purpose of this clause the expression 'independent directors' means directors who apart from receiving director's remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries which in judgement of the board may affect independence of judgement of the director, Institutional directors on the boards of companies should be considered as independent directors whether the institution is an investing institution or a lending institution.

B. The company agrees that all pecuniary relationship or transactions of the non executive directors viz‑a‑viz. the company should be disclosed in the Annual Report.

II. Audit Committee

A. The company agrees that a qualified and independent audit committee shall be set up and that :

(a) The audit committee shall have minimum three members, all being non executive directors, with the majority of them being independent, and with at least one director having financial and accounting knowledge;

(b) The chairman of the committee shall be an independent director;

(d) The audit committee should invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and when required, a representative of the external auditor shall be present as invitees for the meetings of the audit committee;

(e) The Company Secretary shall act as the secretary to the committee.

B. The audit committee shall meet at least thrice a year. One meeting shall be held before finalisation of annual accounts and one every six months. The quorum shall be either two members or one third of the members of the audit committee, whichever is higher and minimum of two independent directors.

C. The audit committee shall have powers which should include the following

(a) to investigate any activity within its terms of reference.

(b) to seek information from any employee.

(d) to secure attendance of outsiders with relevant expertise, if it considers necessary.

D. The company agrees that the role of the audit committee shall include the following:

(a) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(b) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

• Any changes in accounting policies and practices.

• Major accounting entries based on exercise of judgement by management.

• Qualifications in draft audit report.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with stock exchange and legal requirements concerning financial statements

• Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large.

(d) Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

(e) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

(f) Discussion with internal auditors any significant findings and follow up there on.

(g) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

(h) Discussion with external auditors before the audit commences nature and scope of audit as well as have post‑audit discussion to ascertain any area of concern.

(i) Reviewing the company's financial and risk management policies.

(j) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

E. If the company has set up an audit committee pursuant to provision of the Companies Act, the company agrees that the said audit committee shall have such additional functions / features as is contained in the Listing Agreement.

III. Remuneration of Directors

A. The company agrees that the remuneration of non‑executive directors shall be decided by the board of directors.

B. The company further agrees that the following disclosures on the remuneration of directors shall be made in the section on the corporate governance of the annual report.

• All elements of remuneration package of all the directors i.e. salary, benefits, bonuses, stock options, pension etc.

• Details of fixed component and performance linked incentives, along with the performance criteria.

• Service contracts, notice period, severance fees.

• Stock option details, if any ‑ and whether issued at a discount as well as the period over which accrued and over which exercisable.

IV. Board Procedure

A. The company agrees that the board meeting shall be held at least four times a year, with a maximum time gap of four months between any two meetings. The minimum information to be made available to the board is given in Annexure‑I.

B. The company further agrees that a director shall not be a member in more than 10 committees or act as Chairman of more than five committees across all companies in which he is a director. Furthermore it should be a mandatory annual requirement for every director to inform the company about the committee positions he occupies in other companies and notify changes as and when they take place.

Explanation.‑ For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, shall be included and all other companies (i.e. private limited companies, foreign companies and companies of Section 25 of the Companies Act, etc.) shall be excluded. Further only the three committees viz. the Audit Committee, the Shareholders' Grievance Committee and the Remuneration Committee shall be considered for this purpose.

V. Management

A. The company agrees that as part of the directors' report or as an addition there to, a Management Discussion and Analysis report should form part of the annual report to the shareholders. This Management Discussion & Analysis should include discussion on the following matters within the limits set by the company's competitive position:

(a) Industry structure and developments.

(b) Opportunities and Threats.

(d) Outlook

(e) Risks and concerns.

(f) Internal control systems and their adequacy.

(g) Discussion on financial performance with respect to operational performance.

(h) Material developments in Human Resources / Industrial Relations front, including number of people employed.

B. Disclosures should be made by the management to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.)

VI. Shareholders

A. The company agrees that in case of the appointment of a new director or reappointment of a director the shareholders must be provided with the following information:

(a) A brief resume of the director;

(b) Nature of his expertise in specific functional areas ; and

B. The company further agrees that information like quarterly results, presentation made by companies to analysts shall be put on company's web‑site, or shall be sent in such a form so as to enable the stock exchange on which the company is listed to put it on its own web‑site.

C. The company further agrees that a board committee under the chairmanship of a non‑executive director shall be formed to specifically look into the redressing of shareholder and investors complaints like transfer of shares, non‑receipt of balance sheet, non‑receipt of declared dividends etc. This Committee shall be designated as 'Shareholders/Investors Grievance Committee'.

D. The company further agrees that to expedite the process of share transfers the board of the company shall delegate the power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authority shall attend to share transfer formalities at least once in a fortnight.

VII. Report on Corporate Governance

The company agrees that there shall be a separate section on Corporate Governance in the annual reports of company, with a detailed compliance report on Corporate Governance.

Non compliance of any mandatory requirement i.e. which is part of the listing agreement with reasons there of and the extent to which the non‑mandatory requirements have been adopted shall be specifically highlighted. The suggested list of items to be included in this report is given in Annexure‑2 and list of non‑mandatory requirements is given in Annexure ‑ 3.

VIII. Compliance

The company agrees that it shall obtain a certificate from the auditors of the company regarding compliance of conditions of corporate governance as stipulated in this clause and annexe the certificate with the directors' report, which is sent annually to all the shareholders of the company. The same certificate should also be sent to the Stock Exchanges along with the annual returns filed by the company.

Notes :

1. With regard to listed entities such as banks financial institutions etc. which are incorporated under other statutes, the requirements will apply to the extent they do not violate the existing statutes or guidelines or directions issued by the relevant regulatory authority.

2. As regards the non‑mandatory requirements given in Annexure ‑ 3, they shall be implemented as per the discretion of the company. However, the disclosures of the‑adoption /non‑adoption of the non‑mandatory requirements shall be made in the section on corporate governance of the Annual Report.

3. The clause 49 is to be implemented as under:

Schedule of Implementation:

• By all entities seeking listing for the first time, at the time of listing.

• Within financial year 2000‑2001,but not later than March 31, 2001 by all entities, which are included either in Group 'A' of the BSE or in S&P CNX Nifty index as on January 1, 2000. However to comply with the requirements, these companies may have to begin the process of implementation as early as possible.

• Within financial year 2001‑2002,but not later than March 31, 2002 by all the entities which are presently listed, with paid up share capital of Rs. 10 crores and above, or net worth of Rs 25 crores; or more any time in the history of the company.

• Within financial year 2002‑2003,but not later than March 31, 2003 by all the entities which are presently listed, with paid up share capital of Rs.3 crores; and above.

ANNEXURE I

1. Annual operating plans and budgets and any updates.

2. Capital budgets and any updates.

3. Quarterly results for the company and its operating divisions or business segments.

4. Minutes of meetings of audit committee and other committees of the board.

5. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

6. Show cause, demand, prosecution notices and penalty notices which are materially important.

7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

8. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.

9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.

10. Details of any joint venture or collaboration agreement.

11. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

12. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

13. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

14. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

15. Non‑compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non‑payment of dividend, delay in share transfer etc.

ANNEXURE 2

1. A brief statement on company's philosophy on code of governance.

2. Board of Directors:

· Composition and category of directors for example promoter, executive, non executive, independent non‑executive, nominee director, which institution represented as Lender or as equity investor.

· Attendance of each director at the BoD meetings and the last AGM.

· Number of other BoDs or Board Committees he/she is a member or Chairperson of.

· Number of BoD meetings held, dates on which held.

3. Audit Committee.

· Brief description of terms of reference

· Composition, name of members and Chairperson

· Meetings and attendance during the year

4. Remuneration Committee.

· Brief description of terms of reference

· Composition, name of members and Chairperson

· Attendance during the year

· Remuneration policy

· Details of remuneration to all the directors, as per format in main report.

5. Shareholders Committee.

· Name of non‑executive director heading the committee

· Name and designation of compliance officer

· Number of shareholders complaints received so far

· Number not solved to the satisfaction of shareholders

· Number of pending share transfers

6. General Body meetings.

· Location and time, where last three AGMs held.

· Whether special resolutions

· Were put through postal ballot last year, details of voting pattern.

· Person who conducted the postal ballot exercise

· Are proposed to be conducted through postal ballot

· Procedure for postal ballot

7. Disclosures.

· Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large.

· Details of non‑compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

8. Means of communication.

· Half‑yearly report sent to each household of shareholders.

· Quarterly results

· Which newspapers normally published in.

· Any website, where displayed

· Whether it also displays official news releases; and

· The presentations made to institutional investors or to the analysts.

· Whether MD&A is a part of annual report or not.

9. General Shareholder information

· AGM: Date, time and venue

· Financial Calendar

· Date of Book closure

· Dividend Payment Date

· Listing on Stock Exchanges

· Stock Code

· Market Price Data: High/Low during each month in last financial year

· Performance in comparison to broad‑based indices such as BSE Sensex, CRISIL index etc.

· Registrar and Transfer Agents

· Share Transfer System

· Distribution of shareholding

· Dematerialization of shares and liquidity

· Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

· Plant Locations

· Address for correspondence

ANNEXURE 3

(a) Chairman of the Board

A non‑executive Chairman should be entitled to maintain a Chairman's office at the company's expense and also allowed reimbursement of expenses incurred in performance of his duties.

(b) Remuneration Committee

(i) The board should set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the company' policy on specific remuneration packages for executive directors including pension rights and any compensation payment.

(ii) To avoid conflicts of interest, the remuneration committee, which would determine the remuneration packages of the executive directors should comprise of at le&, three directors, all of whom should be non‑executive directors, the chairman committee being an independent director.

(iii) All the members of the remuneration committee should be present at the meeting.

(iv) The Chairman of the remuneration committee should be present at the Annual General Meeting, to answer the shareholder queries. However, it would be up to the Chairman to decide who should answer the queries.

(c) Shareholder Rights

The half‑yearly declaration of financial performance including summary of the significant events in last six‑months, should be sent to each household of shareholders.

(d) Postal Ballot

Currently, although the formality of holding the general meeting is gone through, in actual practice only a small fraction of the shareholders of that Company do or can really participate therein. This virtually makes the concept of corporate democracy illusory. It is imperative that this situation which has lasted too long needs an early correction. In this context, for shareholders who are unable to attend the meetings, there should be a requirement which will enable them to vote by postal ballot for key decisions. Some of the critical matters which should be decided by postal ballot are given below :

(a) Matters relating to alteration in the memorandum of association of the company like changes in name, objects, address of registered office etc;

(b) Sale of whole or substantially the whole of the undertaking;

(d) Making a further issue of shares through preferential allotment or private placement basis;

(e) Corporate restructuring;

(f) Entering a new business area not germane to the existing business of the company;

(g) Variation in rights attached to class of securities;

(h) Matters relating to change in management

PROVIDED ALWAYS AND THE COMPANY HEREBY IRREVOCABLY AGREES AND DECLARES THAT unless the Exchange agrees otherwise the Company will not without the previous permission in writing of the Central Government withdraw its adherence to this agreement for listing its securities.

AND THE COMPANY HEREBY FURTHER AGREES AND DECLARES THAT all or any of its securities listed on the EXCHANGE shall remain on the list entirely at the discretion of the EXCHANGE AND THAT, the Exchange may, in its absolute discretion, suspend or remove the securities from the list at any time and for any reason whatsoever. For the said suspended security to be re‑admitted to dealings on the Exchange, the company shall pay to the Exchange such amount as re‑instatement fees as may be prescribed by the Exchange from time to time.

IN WITNESS WHEREOF the Company has caused these presents to be executed and its Common Seal to be hereunto affixed as of the day and year first above written.

The Common Seal of the above named ___________________________ was hereunto affixed pursuant to a resolution passed at a meeting of the Board of Directors held on the ___________ day of _____________ 19 __________ in the presence of ____________________________________

Director(s) of the Company.

___________________________

(Signature of the Director)

___________________________

(Signature of the Director)

Schedule I above referred to :

Schedule II above referred to:

1. INITIAL LISTING FEE

Rs. 20,000

2. ANNUAL LISTING FEE

(i) Companies with paid‑up capital* upto Rs. 5 crores

(ii) above Rs.5 crores and upto Rs.10 crores

(iii) above Rs.10 crores and upto Rs.20 crores

Rs. 10,000

Rs. 15,000

Rs. 30,000

3. Companies which have a paid‑up capital* of more than Rs.20 crores pay additional fee of Rs.750/‑ for every increase of Rs. 1 crore or part thereof.

4. In case of debenture capital (not convertible into equity shares) of companies, the fees will be charged @25% of the fees payable as per the above mentioned scales.

* includes equity share, preference share, Fully Convertible Debenture, Partly Convertible Debenture capital and any other security which win be converted into equity shares.

Note : The above Schedule of Listing Fee is uniformly applicable for all the companies irrespective of whether the Exchange is Regional or Non Regional.

COLLECTION OF LISTING FEES BY STOCK EXCHANGES (W.E.F. 28‑2‑2001)

Pursuant to the discussion in the meeting of all the stock exchanges held on 17th January, 2001

the stock exchanges are advised to implement the following:

Collection of Listing fees by Stock Exchanges.‑ Vide SEBI Circular No. SMDRP/CIR‑14/98, dated 29th April, 1998, it was directed that the stock exchanges shall collect three years listing fees upfront at the tiww of initial listing and subsequently once in every three years and the amount so collected was to be kept in an escrow account with the stock exchanges which may be drawn periodically by the stock exchanges to the extent of its yearly annual listing fees. As the exchanges have expressed difficulties in collecting the three year listing fees upfront, the requirement of collection of three year listing fees up‑front is being withdrawn and now the exchanges may collect the listing fees in a manner as they deem fit. [SMDRP/Policy/Cir‑12/01, dated 28th February 2001, issued by the SEBI, SM Department].

Securities and Exchange Board of India (SEBI) vide its letter FITTC/TO/NB/17172/99 dt. September 2, 1999 informed the Exchange that the following regulations of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 require acquirer/target company to file certain information with Stock Exchanges where shares of target company (term as defined in SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 are listed.

· Regulation 3(3)

· Regulation 7(3)

· Regulation 8(3)

FORMAT FOR FURNISHING INFORMATION TO Sts IN TERMS OF REGULATION 3(3)

Name of the Target Company (T.C)
Name of acquirer(s) along with PAC (referred together as "acquirers" herein after)
Shareholding/voting rights of acquirer(s) in T.C	Before the said Acquisition	Proposed after the said Acquisition

	No. of shares	%(shares/ voting rights)	No. of shares	%(shares/ voting rights)
Type of acquisition (By way of public/rights/ preferential allotment/inter-se-transfer) Please specify
In case, the acquisition is by way of inter-se transfer as per regulations, disclose names of transferors and their shareholding in T.C before transfer
No. and % of shares voting rights of T.C proposed to be acquired through the acquisition
Acquisition price per share
Date of proposed acquisition

FORMAT FOR INFORMING DETAILS OF ACQUISITION TO STOCK EXCHANGES BY TARGET COMPANY, IN TERMS OF REGULATION 7(3)

Name of Target Company (Reporting company)
	Date of reporting
	Name of Stock exchanges where shares of reporting company are listed
		Details of acquisition as informed u/r/ 7(1)
	Name of Acquirer(s)	Date of Acquisition/ date of receipt of intimation of allotment by acquirer	Mode of acquisition (market purchases/ inter se transfer/ public/rights/ preferential offer etc.	No. & % of shares/ voting rights acquired	Share holding of acquirers stated at(A) before acquisition (in terms of No. & % of shares/ VRs)	Share holding of acquirer(s) stated at(A) after acquisition (In terms No. & % of of shares/ VRs)
	(A)	(B)	(C)	(D)	(E)	(F)

FORMAT FOR INFORMING DETAILS OF SHAREHOLDING (OBTAINED U/R 8(1) & 8(2) FROM ACQUIRER(S)) BY TARGET COMPANY TO STOCK EXCHANGES, IN TERMS OF REGULATION 8(3) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS 1997

Name of the Target company (Reporting company)
Date of reporting
Name of Stock Exchanges where shares of reporting company are listed
(1) Information about persons holding more than 15% shares or voting rights (VRs)
Names of persons holding more than 15% shares or voting rights	Details of shareholding/voting rights of persons mentioned at (A) as informed u/r/ 8(1) to target company

Names

As on March 31

(Current year)

As on March 31

(Previous year)

Changes,

if any

between (A) & (B)

As on

record

date for dividend (current year).

As on

record

date for dividend (previous year)

Changes, if any

between (D) & (E)

(A)

(B)

(C)

(D)

(E)

(F)

(II) Promoter(s) or every person having control over a company and also persons acting in concert with him
Names of promoter(s) or every person(s) having control over a company and persons acting in concert with him	Shareholding/Voting rights of persons mentioned at (II) as informed to target company u/r 8(2)
Names	As on March 31 (Current year)	As on March 31(Previous year)	Changes, if any between (A) & (B)	As on record date for dividend (current year)	As on record date for dividend (previous year)	Changes, if any between (D) &(E)
	(A)	(B)	(C)	(D)	(E)	(F)

Signed by authorised signatory

Place :

Date :

THE STOCK EXCHANGE, MUMBAI

(Please return this form duly filled in to the Corporate Development Department ‑ Publication Section)

Name of the Company : ______________________________________________________

Financial Year Ending : ______________________________________________________

Shareholding Pattern as on : ______________________________________________________

A. Category	Equity Shares	% of Col.2	No. of Shareholders	% of Col.4
(1)	(2)	(3)	(4)	(5)

1. Promoters

· Indian Promoters

· Directors & Relatives

· Bodies Corporates (Holding Companies & Subsidiaries & Affiliates)

· Foreign Promoters

· Foreign Collaborators

Sub Total

(Names and addresses of entire Promoter Group should be given as an Annexure)

2. Government Sponsored Financial Institutions/Indian Financial Institutions

· LIC

· UTI

· IFCI

· IDBI

· ICICI

· GIC & SUBS

· BANKS

· GOVT COS

· CENTRAL GOVT.

· STATE GOVT

· STATE FINANCIAL CORPS.

· MUTUAL FUNDS

Sub Total

3. Foreign Holding

· FII

· NRI

· OCB's

· Foreign Nationals

Sub Total

(Names and addresses of entire Foreign Holdings should be given as an Annexure)

4. Other Bodies Corp.

(Names and addresses should be given as an Annexure)

5. Indian Public

6. Any Other

(Please specify)

Grand Total

B. Names and addresses of top 50 Shareholders including telephone numbers, fax and email should be given

C. Fax Number and E mail address of Company Date:

AUTHORISED SIGNATORY.

NOTES:

1. Please submit this form in duplicate.

2. You may add new category of allottees under "any other".

3. The information submitted in this form should be as latest & current as possible.

4. Shareholding pattern for company's other securities such as Fully Convertible Debentures/Partly Convertible Debentures, Warrants etc. should be separately furnished in the above format. For that purpose you may take xerox copy of this form, if required.

(By Companies not listed on the Exchange)

Form: _____________ Date: __________

To,

The Secretary,

The Stock Exchange

__________________

Dear Sir,

In conformity with the listing requirements of the Stock Exchange, we hereby apply for admission of the following securities of the Company to dealings on the Exchange :-

(1) ______________________________________________________________

(2) _____________________

(3) _____________________

(4) _____________________

* The securities mentioned at above are proposed to be issued by Prospectus/Offer for Sale/Circular after vetting of the same by SEBI (conversion, exchange, rights, open offer, capitalisation of reserves)/Placing full particulars of which are given in the statement sent herewith (together with the reasons for the procedure proposed when a Placing is intended).

** It is intended to make an Offer for Sale/Placing of the securities mentioned at above which have been already issued. We enclose a statement giving full particulars of when, how and to whom the securities were issued and full details of the proposed Offer for Sale/Placing (together with the reasons for the procedure proposed when a Placing is intended).

We (send herewith)/(undertake to send***) * the Listing Application and Agreement Form and the Distribution Schedules,

duly completed. We also forward the documents (or drafts thereof) as per list attached and undertake to furnish such additional information and documents as may be required.

We further undertake to submit to the Exchange a copy of the Acknowledgment card or letter indicating the observation on draft prospectus/letter of offer/ offer documents by SEBI, and a certificate from a Merchant Banker acting as a lead manager to the issue reporting positive compliance by our company of the requirements on disclosure and investor protection issued by SEBI.

We understand that in the event of our failure to submit the above documents or withdrawal of Acknowledgment card by SEBI, we shall forfeit the right of listing of the securities and shall be liable to refund the subscription money to the investors immediately.

Yours faithfully,

(Signature of Managing Director)

* Please enumerate separately shares which are not identical in all respects. They are identical in all respects only if

(i) they are of the same nominal value and the same amount per share has been called up;

(ii) they are entitled to dividend at the same rate and for the same period, so that at the next ensuing distribution the dividend payable on each share will amount to exactly the same surn net and gross; and

(iii) they carry the same rights in all other tespects.

** pplicable only when securities for which application for admission to dealings is made are proposed to be issued or having already been issued it is intended to make a placing or an offer for sale. Please strike out where not applicable.

*** Applicable to new companies only. Please strike out where not applicable.

1. Objectives

The objective of the Cash Flow Statement (CFS) is to require reporting entities falling within its scope to report on a standard basis their cash generation and cash absorption for a period between two balance sheet dates. Standard headings have been devised for assisting the users to assess the liquidity, viability and financial adaptability of the reporting entity. This will ensure that cash flow highlights the significant components of the cash flow and facilitates comparison of the cash flow performance of different and varying natures of business.

2. Applicability

The requirements shall be mandatory for all the listed companies and other listed entities on the recognised stock exchanges.

3. Scope

A company should prepare a cash flow statement in accordance with this requirements and should present it as an integral part of its financial statements for each period for which financial statements are presented.

4. Benefits of Cash Flow Information

A cash flow statement, when used in the conjunction with the rest of the financial statements, provides information that enables users to analyze the pattern of resource deployment in/out of assets, evaluate the changes in net assets of a company, its financial structure (including its liquidity and solvency) and its ability to affect the amounts and timing of cash flow in order to adapt to changing circumstances and opportunities. Cash flow information is useful in assessing the ability of the compatibly to generate cash and cash equivalents and enables users to develop models to assess and compare the present value of the future cash flows of different companies. It also enhances comparability of the reporting of operating Performance by different companies because it eliminates the effects of using different accounting treatments for the same transactions and events.

5. Historical cash flow information is often used as an indicator of the amount, timing and certainty of future cash flows. It is also useful in checking the accuracy of past assessments of future cash flows and in examining the relationship between profitability and net cash flow and the impact of changing prices.

6. Ground Rules for preparation of the Cash Flow Statements

(i) The cash flow statement for a period should be derived from the audited annual financial statements of the company. This statement should be mandatory circulated by all listed companies along with the annual report to the shareholders and will also be made available to the stock exchanges and SEBI.

(ii) This will form part of the listing agreement between the listed and other entities and the exchange and would come into effect for all annual accounts approved by the shareholders after March 31, 1995.

(iii) The figure relating to change in the working capital shall be supported by a statement giving an item wise break‑up of the elements comprised therein.

(iv) Movements within the financing section of the CFS or where several balance sheet amounts or part thereof have to be combined, to permit a reconciliation sufficient details should be shown to enable the movements to be understood.

(v) Comparative figures should be given in the CFS and notes/supporting statements thereto.

(vi) The statement shall be issued under the authority of the board and shall be signed by the managing director or the chairman.

(vii) The statement shall be verified and accompanied by a certificate of the statutory auditors.

7. Definitions

(i) Cash	Cash in hand and deposits repayable on demand with any bank or other financial institutions and body corporates. Cash includes cash in hand and deposits denominated in foreign currencies.
(ii)Cash equivalents	Are short term (three months or less) or highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
(iii) Cash flow	An increase or decrease in the amount of the cash or cash equivalent resulting from a transaction.
(iv) Companies Act, 1956	Companies Act of 1956 and all amendments made therein.
(v) Investments	Assets held not for operational purposes or for carrying on the business of the company will be‑ called investments. However, in the case of a company where securities are stock‑in‑trade, they shall be reckoned as inventory and not cash equivalents.
(vi) Operating Activities	Are the principal revenue‑producing activities of the company and other activities that are not investing or financing activities.
(vii) Investing Activities	Are the Acquisition and Disposal of Long‑term Assets and other investments not included in cash equivalents.
(viii) Financial Activities	Are activities that result in changes in the size and composition of the equity capital and borrowings of the company.

8. Cash and Cash Equivalents

Cash equivalents are held for the purpose of meeting short‑term cash commitments rather than for investment or other purposes. For an investment to quality as a cash equivalent it must be readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. Therefore, an investment normally qualifies as a cash equivalent only when it has a short maturity of, say, three months or less from the date of acquisition. Shares investments are excluded from cash equivalents unless they are, in substance, cash equivalents, for example in the case of preferred shares acquired within a short period of their maturity and with a specified redemption date.

9. Bank borrowings are generally considered to be financing activities. However, in some countries, bank overdrafts which are repayable on demand form an integral part of a company's cash management. In these circumstances, bank overdrafts are included as a component of cash and cash equivalents. A characteristic of such banking arrangements is that the bank balance often fluctuate from being positive to overdrawn.

10. Cash flows exclude movements between items that constitute cash or cash equivalents because these components are part of the cash managements of a company rather than part of its operating, investing and financing activities. Cash management includes the investment of excess cash in cash equivalents.

11. Presentation of a Cash Flow Statement

The cash flow statement should report cash flows during the period classified by operating, investing and financing activities.

12. A company presents its cash flows from operating, investing and financing activities in a manner which is most appropriate to its business. Classification by activity provides information that allows users to assess the impact of those activities on the financial position of the company and the amount of its cash equivalent. This information may also be used to evaluate the relationships among these activities.

13. A single transaction may include cash flows that are classified differently. For example, when the cash repayment of a loan includes both interest and capital, the interest element may be classified as an operating activity and the capital element is classified as a financing activity.

14. Operating Activity

The amount of cash flows arising from operating activities is a key indicator of the extent to which the operations of the company have generated sufficient cash flows to repay loans, maintain the operating capability of the company, pay dividends and make new investments without recourse to external sources of financing. Information about the specific components of historical operating cash flows is useful, in conjunction with other information, in forecasting future operating cash flows.

15. Cash flows from operating activities are primarily derived from the principal revenue producing activities of the company. Therefore, they generally result from the transactions and other events that enter into the determination of net profit or loss. Examples of cash flows from operating activities are:

(a) Cash receipts from the sale of goods and the rendering of services;

(b) Cash receipts from royalties, fees, commissions and other revenue;

(d) Cash payments to and on behalf of employees;

(e) Cash receipts and cash payments of an insurance company for premiums and claims, annuities and other policy benefits;

(f) Cash payments or refunds of income taxes unless they can be specifically idealitied with financing and investing activities; and

(g) Cash receipts and payments from contracts held for dealing or trading purposes.

16. Some transactions, such as the sale of an item of plant, may give rise to a gain or loss which is included in the determination of net profit or loss. However, the cash flows relating to such transactions are cash flows from investing activities.

17. A company may hold securities and loans for dealing or trading purposes, in which case they are similar to inventory acquired specifically for resale. Therefore, cash flows arising from the purchase and sale of dealing or trading securities are classified as operating activities. Similarly, cash advances and loans made by financial institutions are usually classified as operating activities since they relate to the main revenue‑producing activity of that company.

18. Investing Activity

The enterprise disclosure of cash flows arising from investing activities is important because the cash flows represent the extent to which expenditure have been made for resources intended to generate future income and cash flows. Examples of cash flows arising from investing activities are:

(a) Cash payments to acquire property, plant and equipment, intangible and other long‑term assets. These payments include those relating capitalised development and self constructed property, plant and equipment;

(b) Cash receipts from sale of property, plant and equipment, intangible and other long‑term assets;

(c) Cash payments to acquire equity or debt instruments of other company and interests in joint ventures (other than payments for those instruments considered to be cash equivalents or those held for dealing or trading purposes);

(d) Cash receipts from sales of equity or debt instruments of other company and interests in joint ventures (other than receipts for those instruments considered to be cash equivalents and those held for dealing or trading purposes);

(e) Cash advances and loans made to other parties (other than advances and loans made by a financial institution);

(f) Cash receipts from the repayment of advances and loans made to other parties (other than advances and loans of a financial institution);

(g) Cash payments for future contracts, forward contracts, option contracts and swap contract except when the contracts are held for dealing or trading purposes, or the payments are classified as financing activities; and

(h) Cash receipts from future contracts, forward contracts, option contracts and swap contracts except when the contracts are held for dealing or trading purposes, or the receipts are classified as financing activities.

19. When a contract is accounted for as an identifiable position, the cash flows of the contracts are classified in the same manner as the cash flows of the position being hedged.

20. Financing Activities

The purpose of disclosure of cash flows arising from financing activities is important because it is useful in predicting claims on future cash flows by providers of capital of the company. Examples of cash flows arising from financing activities are:

(a) Cash proceeds from issuing shares or other equity instruments;

(b) Cash payments to owners to acquire or redeem the company's shares as may be permissible;

(d) Cash repayments of amounts borrowed; and

(e) Cash payments by a lessee for the reduction of the outstanding liability relating to a finance lease.

21. Reporting Cash Flows From Operating Activities

A company should report cash flows from operating activities,

22. Whereby net profit or loss is adjusted for the effects of transactions of a non‑cash nature, and deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows.

23. Under this method, the net cash flow from operating activities is determined adjusting the net profit or loss for the effects of:

(a) Changes during the period in inventories and operating receivables and payables;

(b) Non‑cash items such as depreciations, provisions, taxes, unrealised foreign currency gains and losses, and

24. Reporting Cash Flows from Investing and Financing Activities

A company should report separately major classes of gross cash receipts and gross cash payments

arising from investing and financing activities, except the extent that cash flows described in paragraphs 23 and 25 are reported on a net basis.

25. Reporting Cash Flows on a Net Basis

Cash flows arising from the following operating, investing or financing activities may be reported on a net basis:

(a) Cash receipts and payments on behalf of customers when the cash flows reflect the activities of the customer rather than those of the company; and

(b) Cash receipts and payments for items in which the turnover is quick, the amounts are large, and the maturities are short.

26. Examples of cash receipts and payments referred to in paragraph 23(a) are:

(a) The acceptance and repayment of demand deposits of a bank;

(b) Funds held for customers by an investment company; and

27. Examples of cash receipts and payments referred to in paragraph 23(b) are advances made for, and the repayments of:

(a) Principal amounts relating to credit card customers;

(b) The purchase and sale of investments; and

28. Cash flows arising from each of the following activities of a financial institution may be reported on a net basis:

(a) Cash receipts and payments for the acceptance and repayment of deposits with a fixed maturity date;

(b) The placement of deposits with and withdrawal of deposits from other financial institutions; and

29. Foreign Currency Cash Flows

Cash flows arising from transactions in a foreign currency should be recorded in company's reporting currency by applying to the foreign currency amount the exchange rate between the reporting currently and the foreign currency at the date of the cash flow.

30. The cash flows of foreign subsidiary should be translated at the exchange rates between the reporting currency at the dates of the cash flows.

31. Cash flows denominated in foreign currency are reported in a manner as permitted under the relevant accounting standard.

32. Unrealized gain and losses arising from changes in foreign currency exchange rates are not cash flows. However, the effect of exchange rate changes on cash and cash equivalent held or due in a foreign currency is reported in the cash flow statement in order to reconcile cash and cash equivalents at the beginning and the end of the period. This amount is presented separately from cash flows from operating, investing and financing activities and includes the differences, if any, had those cash flows been reported at the end of period exchanges rates.

33. Extra ordinary items

The cash flows associated with extraordinary items should be classified as arising from operating investing or financing activities as appropriate and separately disclosed.

34. The cash flows associated with extraordinary items are disclosed separately as arising from operating, investing or financing activities in the cash flows statement, to enable users to understand their nature and effect on the present and future cash flows of the company,

35. Interest And Dividends

Cash flows from interest and dividends received and paid should each be disclosed separately. Each should be classified in a consistent manner from period to period as either operating, investing or financing activities.

36. The total amount of interest paid during the period is disclosed to the cash flow statement whether it has been recognised as an expense in the income statement or capitalised.

37. Interest paid and interest and dividends received are usually classified operating cash flows for a financial institution. However, there is no consensus on the classification of these cash flows for other companies. Interest paid and interest and dividends received may be classified as operating cash flows because they enter into the determination of net profit or loss. Alternatively, interest paid and interest and dividends received may be classified as financing cash flows and investing cash flows respectively, because they are costs of obtaining financial resources or returns on investments.

38. Dividends paid may be classified as a financing cash flow because they are cost of obtaining financial resources. Alternatively, dividends paid may be classified as a component of cash flows from operating activities in order to assist users to determine the ability of a company to pay dividends out of operating cash flows.

39. Taxes on Income

Cash flows arising from taxes on income should be separately disclosed and should be classified as cash flows from operating activities unless they can be specifically identified with financing and investing activities.

40. Taxes on income arise on transactions that give rise to cash flows that are classified as operating, investing or financing in a cash flow statement. While tax expense may be readily identifiable with investing or financing activities, the related tax cash flows are often impracticable to identify and may arise in a different period from the cash flows of the underlying transactions. Therefore, taxes paid are usually classified as cash flows from operating activities. However, when it is practicable to identify the tax cash flow with an individual transaction that gives rise to cash flows that are classified as investing or financing activities the tax cash flow is classified as an investing or financing activity as appropriate. When tax cash flows are allowed over more than one class of activity, the total amount of taxes paid is disclosed.

41. Investment in Subsidiaries, Associates & Joint Ventures

When accounting for an investment in an associate or a subsidiary accounted for by the use of equity or cost method, an investor restricts its reporting in the cash flow statement to the cash flows between itself and the investee, for example, to the dividends and advances.

42. A company which reports its interest in jointly controlled entity using proportionate consolidation, includes in its consolidates cash flow statement its share of the jointly controlled entity's cash flows. A company which reports such an interest using the equity method includes in its cash flow statement the cash flows in respect of its investments in the jointly controlled entity, and distributions and other payments or receipts between it and the jointly controlled entity.

43. Acquisitions And Disposals of Subsidiaries And other Business Units

The aggregate cash flows arising from acquisition and from disposals of subsidiaries or other business units should be presented separately and classified as investing activities.

44. A company should disclose, in aggregate, in respect of both acquisition and disposal of subsidiaries or other business units during the period each of the followings:

(a) The total purchase or disposal consideration;

(b) The portion of the purchase or disposal consideration discharged by means of cash and cash equivalents;

(d) The amount of the assets and liabilities other than cash or cash equivalents in the subsidiary or business unit acquired or disposed of, summarized by each major category.

45. The separate presentation of the cash flow effects of acquisitions and disposals of subsidiaries and other business units as single line items, together with the separate disclosure of the amounts of assets and liabilities acquired or disposed of, helps to distinguish those cash flows from the cash flows arising from the other operating, investing and financing activities. The cash flow effects of disposals are not deducted from those of acquisitions.

46. The aggregate amount of the cash paid or received as purchase or sale consideration is reported in the cash flow statement net of cash and cash equivalents acquired or disposed of.

47. Non‑cash Transactions

Investing and financing transactions that do not require the use of cash or cash equivalents should be excluded from a cash flow statement. Such transactions should be disclosed elsewhere in the financial statements in a way that provides all the relevant information about these investing and financing activities.

48. Many investing and financing activities do not have a direct impact on current cash flows although they do affect the capital and asset structure of a company. The exclusion of non‑cash transactions from the cash flow statement is consistent with the objective of a cash flow statement as these items do not involve cash flows in the current period. Examples of non‑cash transactions are :

(a) The acquisition of assets either by assuming directly related liabilities or by means of a finance lease;

(b) The acquisition of a company by means of an equity issue; and

49. Components of Cash and Cash Equivalents

An enterprise should disclose the components of cash and cash equivalents and should present a reconciliation of the amounts in its cash flow statement with the equivalent items reported in the balance sheet.

50. Other Disclosures

A company should disclose, together with a commentary by management, the amount of significant cash and cash equivalent balances held by the company.

51. Additional information may be relevant to users in understanding the financial position and liquidation of a company. Disclosure of this information, together with a commentary by management, is encouraged and may include:

(a) The amount of undrawn borrowing facilities that may be available for future operating activities and to settle capital commitments, indicating any restrictions on the use of these facilities.

(b) The aggregate amount of cash flows that represent increase in operating capacity separately from those cash flows that are required to maintain operating capacity.

52. The separate disclosure of cash flows that represent increases in operating capacity and cash flows are required to maintain operating capacity is useful in enabling the user to determine whether the company is investing adequately in the maintenance of its operating capacity. A company that does not invest adequately in the maintenance of its operating capacity may be prejudicing future profitability for the use of current liquidity and distributions to owners.

ABC LTD.

Kind of security (Shares)

Number Issued

Nominal Value per Share Rs.

Paid-up Value per Share Rs.

Total Nominal Value Rs.

Total Paid-up Value Rs.

Distinctive Numbers

A. Cash flow from operating activities:

Net profit before tax and extraordinary items

Adjustments for

Depreciation

Foreign Exchange

Investments

Interest/Dividend

Operating profit before working capital changes

Adjustments for:

Trade and other receivables

Inventories

Trade Payables

Cash generated from operations

Interest paid

Direct taxes paid

Cash flow before extraordinary items

Extraordinary items

Net cash from operating activities

B. Cash flow from investing activities:

Purchase of fixed assets

Sale of fixed assets

Acquisitions of companies

(As per Annexure)

Purchase of Investments

Sale of Investments

Interest Received

Dividend Received

Net cash used in investing activities

C. Cash flow from financing activities:

Proceeds from issue of share capital

Proceeds from long‑term borrowings

Repayment of finance lease liabilities

Dividends paid

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents as at _______________

(Opening Balance)

Cash and cash equivalents as at _______________

(Closing Balance)