14 April 2013
Clause 49 (CG) is applicable for all companies having paid up capital of Rs. 3 cr or more or net worth of Rs. 25 cr or more at any time in the history of company as per SEBI Circular No.SEBI/CFD/DIL/2004/12/10 dated October 29, 2004.
Our Co. was having paid up capital of Rs. 1.10 Cr (listed) and now we made an allotment of Rs. 8.5 Cr. Non Cumulative Redeemable Preference Share (not listed) which makes paid up capital Rs. 9.6 Cr.
Now the question is that whether Redeemable Preference Share (which is not listed) shall be considered as paid up capital for application of any clauses of listing agreement?
28 May 2013
Yes your company is covered by this circular and the new clause 49 of the listing agreement.
Sub: Corporate Governance in listed Companies – Clause 49 of the Listing Agreement 1. All Stock Exchanges are hereby directed to amend the Listing Agreement by replacing the existing Clause 49 of the listing agreement (issued vide circulars dated 21st February, 2000, 9th March 2000, 12th September 2000, 22nd January, 2001, 16th March 2001 and 31st December 2001) with the revised Clause 49 given in Annexure I through I D to this circular. SEBI Circular no. SEBI/MRD/SE/31/2003/ 26/08 dated August 26, 2003 (which has been since deferred) is hereby withdrawn. The revised Clause 49 also specifies the reporting requirements for a company. 2. Please note that this is a master circular which supersedes all other earlier circulars issued by SEBI on Clause 49 of the Listing Agreement. 3. The provisions of the revised Clause 49 shall be implemented as per the schedule of implementation given below: a) For entities seeking listing for the first time, at the time of seeking in-principle approval for such listing. b) For existing listed entities which were required to comply with Clause 49 which is being revised i.e. those having a paid up share capital of Rs. 3 crores and above or net worth of Rs. 25 crores or more at any time in the history of the company, by April 1, 2005. Companies complying with the provisions of the existing Clause 49 at present (issued vide circulars dated 21st February, 2000, 9th March 2000, 12th September 2000, 22nd January, 2001 16th March 2001 and 31st December 2001) shall continue to do so till the revised Clause 49 of the Listing Agreement is complied with or till March 31, 2005, whichever is earlier. 4. The companies which are required to comply with the requirements of the revised Clause 49 shall submit a quarterly compliance report to the stock exchanges as per sub Clause VI (ii), of the revised Clause 49, within 15 days from the end of every quarter. The first such report would be submitted for the quarter ending June 30, 2005. The report shall be signed either by the Compliance Officer or the Chief Executive Officer of the company.
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