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Clause 32 of the Listing Agreement for Equity Shares
Clause 32 of the Listing Agreement for Equity Shares is as under:
The company shall supply:
(i) Soft copies of full annual reports containing its Balance Sheet, Profit & Loss account and Directors’ Report to all those shareholder(s) who have registered their email address(es) for the purpose;
(ii) Hard copy of statement containing the salient features of all the documents, as prescribed in sub-clause (iv) of clause (b) of proviso to section 219 of the Companies Act, 1956 to those shareholder(s) who have not so registered;
(iii) Hard copies of full annual reports to those shareholders, who request for the same.
If the company has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name.
Provided that tax expense shall be allocated between the said new line of business and other business of the company in the ratio of the respective figures of net profit before tax, subject to any exemption, deduction or concession available under the tax laws.
In addition to the above provisions, listed companies which decide to change their names would be required to comply with the following conditions:
1. a time period of at least 1 year should have elapsed from the last name change
2. at least 50% of the total revenue in the preceding 1 year period should have been accounted for by the new activity suggested by the new name.
The amount invested in the new activity/project (Fixed Assets + Advances + Works in Progress) is atleast 50% of the assets of the company. The ‘Advances’ shall include only those extended to contractors and suppliers towards execution of project, specific to new activity as reflected in the new name.
To confirm the compliance of the aforesaid provision, the company shall submit auditor’s certificate to the Exchange.
The new name along with the old name shall be disclosed through the web sites of the respective stock exchange/s where the company is listed for a continuous period of one year, from the date of the last name change
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.
The company will mandatorily publish Consolidated Financial Statements in its Annual Report in addition to the individual financial statements. The company will have to get its Consolidated Financial Statements audited by the statutory auditors of the company and file the same with the Stock Exchange.
The company will make disclosures in compliance with the Accounting Standard on “Related Party Disclosures” in its Annual Report.
Disclosure of loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc.
The following disclosure requirements shall be complied by the companies in the Annual Accounts
In the accounts of the
Disclosures of amounts at the year end and the maximum amount of
loans/ advances/ Investments outstanding during the year
Loans and advances in the nature of
loans to subsidiaries by name and amount.
Loans and advances in the nature of
loans to associates by name and amount.
Loans and advances in the nature
of loans where there is
no repayment schedule or repayment beyond seven years or
no interest or interest below section 372A of Companies Act by name and
loans and advances in the nature of
loans to firms/companies in which directors are interested by name and
Same disclosures as applicable to the parent company in the accounts
Investments by the loanee in the shares of parent company and
company, when the company has made a loan or advance in the nature of
Note: 1) For the purpose of the above disclosures the terms “parent” and “subsidiary” shall have the same meaning as defined in the “Accounting Standard on Consolidated Financial Statement (AS-21)” issued by ICAI
2) For the purpose of the above disclosures the terms ‘Associate’ and ‘Related Party’ shall have the same meaning as defined in the Accounting Standard on “Related Party Disclosures (AS-18)” issued by ICAI
3) For the purpose of above disclosures directors interest shall have the same meaning as given in Sec 299 of Companies Act.
The above disclosures shall be applicable to all listed companies except for listed banks.