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Compliance of clause 31(a) of listing agreements

Arunabha Acharya (Assistant Manager - Legal & Secretarial) (76 Points)

07 October 2011

Clause 31(a) of the Listing Agreements states that a Company must forward to the Stock Exchange "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."

Is the clause complied with if I send a soft (digital) copy of the Annual Reports (which includes Notice and all the Financial Statements) to the Stock Exchanges in their dedicated e-mail addresses (for e.g. annualreports @ nse.co.in for NSE)?

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6 Replies

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 07 October 2011

Send six physical copies of annual report..

As per sebi circular stock exchanges are required to upload each listed companies annual report on there site.....so the email id on which you have sent is for that purpose and not with regards to clause 31 of the listing agreement....

others view solicited...

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Rajeev kumar Nayak (ACS) (283 Points)
Replied 07 October 2011

As per Clause 31, the company is required to send 6 copy (physical) of Annual report. This is in addition to the requirement that a soft copy of Annual report is also required to send to stock exchanges so that it can be uploaded at BSE/NSE website.

But in view of the ministry green initiatives, it looks like that even sending soft copy of AR will be sufficient.

Recently on 05th oct. SEBI has ameded the Listing Agreement to facilitate the company to send soft copy of AR to the shareholders whose email is available with Company in line of MCA green initiatives.

Therefore in my view, soft copy will be sufficient.

Rajeev Nayak

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Arunabha Acharya (Assistant Manager - Legal & Secretarial) (76 Points)
Replied 08 October 2011

I share the same views with Mr. Rajeev Kumar Nayak since I believe that this online submission has been facilitated as part of Green Initiatives. I know of many companies who haven't published physical copies of their Annual Report. Also, the main purpose behind Clause 31(a) is served by submitting them all the information that an Annual Report contains.

However, going by Mr. Rakesh Dhanuka's views, even I agree that nowhere in Clause 31(a) has it been specified as to in what form are the Annual Reports are to be submitted and neither am I aware of any circulars that have been issued that submission of Annual Reports in digital format suffices the conditions of Clause 31(a).

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 08 October 2011

Currently it is required to send 6 physical copies of complete Annual Report to the stock exchange where the shares of the company are listed and also to send soft copy of the Annual Report.

Aman Sharma (Apprentice) (41 Points)
Replied 20 March 2012

What if the company fails to comply with the above conditions of this clause..... What are the penalties for it, if any. And how can we rectify the non-compliance..????