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Clause 43 and 43A of the Listing Agreement

udit sharma (Company Secretary) (2303 Points)

01 January 2011

Hi...

Can somebody please explain me the difference between Clause 43 and Clause 43A of the Listing Agreement in detail?

Regards

CS Udit Sharma

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5 Replies

ankit jain (CS trainee) (152 Points)
Replied 01 January 2011

Dear Udit,

Up to my understanding, Sec 43 provides that if a pvt co. does not comply any one of the condition specified in sec 3(1)(iii) then that co. will become a deemed public co. n the previleges and exemptions which are available to a pvt. co. can not be enjoyd by the deemed public co.

Sec 43A provides that if any public co. holds 25% or more shares in a pvt. co. then that pvt. co. will become a deemed public co. That co. is not required to change their articles or other things which is required to be changed to become a public co. but the exemptions and previleges which a pvt. co. enjoy have to be lose.

if i'm wrong in any of the view so please correct me.

Thanks in advance

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udit sharma (Company Secretary) (2303 Points)
Replied 01 January 2011

Dear Ankit !

Thanks for your reply dear but what i am asking for is the difference between Clause 43 and Clause 43A of the Listing Agreement and not Section 43 and 43A of the Companies Act, 1956.

If you can help, then please do!

Regards

CS Udit Sharma

Charu (nil) (122 Points)
Replied 03 January 2011

Dear Udit,

There is minor difference between clause 43 and 43(a) of The listing agreement. Whereas in case of clause 43, The company is required furnish on a quarterly basis a statement 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, In case of clause 43 (a) , such information is required to be furnished in case of use of proceeds of a public or rights issue from the objects stated in the offer document.

Further, the monitoring of utilization of funds raised under clause 43(a) has to be made by a monitoring agency appointed by the company , whose report shall be revied by the Audit committee of the company and shall be furnished to stock exchanges, wheras there is no such requirement in case of clause 43. However, in both cases the deviation statement has to be published in newspapers, as per clause 41.

In my opinion, both clauses could have been clubbed together by using proper wording to avoid any such confusion.

Chirag (CA) (33 Points)
Replied 03 January 2011

well said charu.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 03 January 2011

Originally posted by : Charu
	Dear Udit, There is minor difference between clause 43 and 43(a) of The listing agreement. Whereas in case of clause 43, The company is required furnish on a quarterly basis a statement 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, In case of clause 43 (a) , such information is required to be furnished in case of use of proceeds of a public or rights issue from the objects stated in the offer document. Further, the monitoring of utilization of funds raised under clause 43(a) has to be made by a monitoring agency appointed by the company , whose report shall be revied by the Audit committee of the company and shall be furnished to stock exchanges, wheras there is no such requirement in case of clause 43. However, in both cases the deviation statement has to be published in newspapers, as per clause 41. In my opinion, both clauses could have been clubbed together by using proper wording to avoid any such confusion.