Listing agreement for debt securities

2.12 Annual Accounts

(1) The Issuer shall publish Consolidated Financial Statements, in case it has subsidiaries in the annual report in addition to the individual financial statements. The Consolidated Financial Statements shall also be audited by the statutory auditors of the issuer (2) The Annual Report shall contain Related Party Disclosures in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

C. Directors Report The Issuer agrees to make the following disclosure in the Directors Report: i) in case the shares or any other securities of the issuer are delisted by Stock Exchange, it shall disclose the fact of delisting, together with reasons therefor ii) in case the securities are suspended from trading, the reason therefor iii) the name and address of each Stock Exchange at which the issuer's securities are listed and also confirm that Annual Listing Fee has been paid to each of the exchange. C. Directors Report The Issuer agrees to make the following disclosure in the Directors Report: i) in case the shares or any other securities of the issuer are delisted by Stock Exchange, it shall disclose the fact of delisting, together with reasons therefor ii) in case the securities are suspended from trading, the reason therefor iii) the name and address of each Stock Exchange at which the issuer's securities are listed and also confirm that Annual Listing Fee has been paid to each of the exchange.
(E) Remuneration of Directors (i) All pecuniary relationship or transactions of the non-executive directors vis--vis the company shall be disclosed in the Annual Report. (ii) Further the following disclosures on the remuneration of directors shall be made in the section on the corporate governance of the Annual Report: (a) All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc. (b) Details of fixed component and performance linked incentives, along with the performance criteria. (c) Service contracts, notice period, severance fees. (d) Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

Listing agreement for debt securities

(iii) The company shall publish its criteria of making payments to non-executive directors in its annual report. Alternatively, this may be put up on the companys website and reference drawn thereto in the annual report. (iv) The company shall disclose the number of shares and convertible instruments held by nonexecutive directors in the annual report. (F) Management (i) As part of the directors report or as an addition thereto, 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 companys competitive position: i. Industry structure and developments. ii. Opportunities and Threats. iii. Segmentwise or product-wise performance. iv. Outlook v. Risks and concerns. vi. Internal control systems and their adequacy. vii. Discussion on financial performance with respect to operational performance. viii. Material developments in Human Resources / Industrial Relations front, including number of people employed VI. Report on Corporate Governance (i) 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 of this clause with reasons thereof and the extent to which the non-mandatory requirements have been adopted should be specifically highlighted. The suggested list of items to be included in this report is given in Annexure - I C and list of non-mandatory requirements is given in Annexure I D.

VII. Compliance (1) The company shall obtain a certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and annex the certificate with the directors report, which is sent annually to all the shareholders of the company. The same certificate shall also be sent to the Stock Exchanges along with the annual report filed by the company. (2) The non-mandatory requirements given in Annexure I D may be implemented as per the discretion of the company. However, the disclosures of the compliance with mandatory requirements and adoption (and compliance) / non-adoption of the nonmandatory requirements shall be made in the section on corporate governance of the Annual Report.

Listing agreement for debt securities

Listing agreement for nse

28. Annual Disclosure in Annual Report A. With respect to Parent and Subsidiary companies The Issuer shall make annual disclosures as under: Disclosures of amounts at the year end and the maximum amount of loans/ advances/ investments outstanding during the year. 1. Parent 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 (i) no repayment schedule or repayment beyond seven years; or (ii) no interest or interest below section 372A of Companies Act by name and amount. Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount. 2. Subsidiary Same disclosures as applicable to the parent company in the accounts of subsidiary company 3. Parent Investments by the loanee (borrower) in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.

NHB DIRECTION

Listing agreement for debt securities

(5)Every housing finance company shall, separately disclose, in the Notes on Accounts to the Balance Sheet in its next Annual Report, Auditors report to contain specified matters 33 .In addition to the report made by the auditor under section 227 of the Companies Act, 1956 (1 of 1956) on the accounts of a housing finance company after the commencement of these Directions, the auditor shall make a report to the Board of Directors of the company on the matters specified in paragraphs 34 and 35 below

Matters to be included in the auditors report 34 .The auditors report on the accounts of a housing finance company shall include a statement on the following matters, namely :(i) where the housing finance company was incorporated before 12th June, 2000 -whether it has applied for registration as required under section 29A of the National Housing Bank Act, 1987 and whether it has received any communication from NHB about grant or refusal of certificate of registration to it; (ii) where the housing finance company was incorporated on or after 12th June, 2000 whether it has obtained a certificate of registration from National Housing Bank;
Directors Report Disclosure Requirements Under Companies Act, 1956 Every year company directors have to prepare a report for the companys members to explain what the company has been doing and its plans for the future. The report is typically prepared on a quarterly and annual basis. It includes detailed items such as the accountant's financial analyses and management recommendations. The report is usually unaudited. A statement by a company's directors in its annual accounts giving the directors' opinion of the state of the company, and how much should be paid to people owning shares in the company. The report is intended to report, to all interested stakeholders, the directors' explanations and interpretations of the profit/loss, the state of affairs of the group and any other matters which may be material for the stakeholders' attention. Section 210 (1) of the companies act, 1956 provides that at every annual general meeting, the Board of Directors should lay before the meeting a balance sheet and profit and loss account for the financial year.

Listing agreement for debt securities Disclosures in the Boards Report *A+ Information required to be given In the Boards report: The following are the informations required to be given in the Boards report: State of affairs of the company Amounts, if any, they proposed to carry to reserves in the balance sheet. The amount, if any, which they recommend should be paid by way of dividend. Material changes and commitments, if, any affecting the financial position of the company which have incurred between the end of financial year and the date of report. Particulars as to the conservation of energy, technology, absorption, foreign exchange earnings and outgo in such a manner as may be prescribed in companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. *B+ Changes to be mentioned in the Boards Report: *217(2)+ The Boards report should disclose the following changes, which have occurred during the financial year: Changes in the class of business in which the company has an interest. Changes in the nature of the companys business. Change in the companys subsidiaries or in the nature of business carried by them. [C] Particulars about certain employees: [217(2A] Directors report should contain the details of the following employees: Every employee whose remuneration is more than 24 lacks per annum for the financial year or more than 2 lacks per month, if employed for a part of the year. If any employee holds 2% or more of the equity shares by himself or along with his spouse and dependent children and his remuneration is more than that of managing director or whole-time director or in case of a company managed by a manager the name of such employee should be included in the statement. Companies (Particulars of Employees) Rules, 1975 prescribes the following particulars to be included in the statement: Designation of the employee. Remuneration received. Nature of Employment (Contractual or otherwise) Qualification and experience. Date of the commencement of the employment. The age of the employee. The last employment held before joining the company. The percentage of equity share held by the employee in the company within the manner of sec. 217(2A)(a)(iii) *D+ Directors Responsibility Statement: *217(2AA)+ The Board's report shall also include a Directors' Responsibility, Statement, indicating therein, that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

Listing agreement for debt securities that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; that the directors had prepared the annual accounts on a going concern basis. [E] Delay in Completion of buy-back: [77A] Directors report should specify the reasons for the failure to complete buy-back within 12 months from the date of passing the buy- back resolution. [F] Composition of audit committee: [292A and clause 49] According to section 292A of the companies act, 1956 the board report shall mention the composition of audit committee. Thus all companies having a capital of not less than 5 cr. should in the boards report the name of the members and chairman of the committee. If the company is listed company and listing agreement is applicable then such company should meet the requirements of clause 49 of the listing agreement. [G] ESOP/ESOS: According to the SEBI (ESOS/ESOPs) Guidelines, 1999 the board shall make disclosure in its report with regard to ESOS and RSOP in accoedance with the guidance no. 12 and 19 respectively. [H] Sweat Equity: In an unlisted company the Board is required to disclose in its report the details of issue of sweat equity shares as per rule 7 of unlisted companies (Issue of Sweat Equity Shares) Rules, 2003. [I] Preferential allotment: If a company fails to make preferential allotment within 12 months from the date of passing the special resolution by the shareholders, a disclosure with reasons for failure shall be made in the Boards report. [J] Redemption of Shares/ Debentures: If any redemption of shares / debentures during the financial year was due but has not been made, the reason thereof shall be disclosed in the Directors report. *K+ Shareholders Resolution: If any resolutions which were passed by the shareholders in the previous meetings but no action has been taken thereupon, the reason thereof shall be disclosed in the report. [L] Change in the composition of the Board: Any appointment, reappointment, change in the office of the director whether by virtue of rotation, resignation, death or otherwise, of any director should be indicated in the Directors report.

Listing agreement for debt securities [M] Disqualification of Director: The board should disclose the disqualification, if any, due to non-compliance of the any provision of the act. This is a good corporate governance practice to disclose such information. The act or noncompliance, due to which a director is disqualified, should also be disclosed. [N] Investor Education and Protection Fund: It is a good corporate governance practice that the board report shows the amount, if any, transferred to IEPF established under section 205C of the companies act 1956. [O] Secretarial Compliance Certificate: According to section 383A (1) the companies act 1956 every company not required to have a whole time company secretary having a paid up capital of Rs ten lacks or more must attach with the boards report a compliance certificate from a Company Secretary in whole time practice as to whether the provisions have been complied with or not