1. Being a Listed Company under Companies Act, 2013
Definition
Section 2(52) defines a listed company as a company which
has any of its securities listed on any recognized stock
exchange. The 1956 Act confined it to a public company only.
By virtue of this new definition even a private company would
become listed if any of its securities is listed.
SEBI Surveillance
The following activities shall be under SEBI surveillance or
shall be subject to SEBI Regulations or shall require SEBI
clearance:-
Public issue, right issue or bonus issue. Section 23
Issue or transfer of securities and non-payment of
dividend. Section 24
Issue of Sweat equity shares. Section 54
Employees stock option. Section 62
Reduction of share capital shall require SEBI clearance.
Deemed clearance if no representation within 3 months
of receipt of notice served by NCLT. Section 66
Buy-back. Section 68
Insider trading & forward dealing. Section 194-195
Merger & takeover. Section 230
Book Closure (Section 91)
Book closure through newspaper advertisement at least 7 days
before in one local English daily and in one local vernacular
daily.
Annual Return
As per section 92(2), the annual return of a listed company
shall be certified by a Company Secretary in Practice in a
separate format.
Intimation of change in Promoters’ stake
Section 93 mandates listed companies to intimate ROC about
changes in promoters’ stake or change is the stake of top 10
shareholders, within 15 days.
Return of AGM
Section 121 mandates listed public companies to file a report
on the proceedings of AGM within ROC within 30 days.
Performance evaluation of Board
Section 134(3)(p) mandates listed companies to give a
statement in their Board Report indicating the manner in which
formal annual evaluation has been made by the Board of its
own performance and that of its committees and individual
directors.
Internal financial control Sec. 134(5)(e)
Directors Responsibility Statement to contain an additional
statement that the directors had laid down internal financial
controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
Financials to be posted on Website (Sec. 136)
Listed companies to post their financials on website maintained
by or on behalf the Company.
Rotation of Auditors (Sec. 139)
Mandatory rotation of auditors every 5 years (10 years in case
of firm).
Women director & Independent Director (Sec. 149)
Listed companies to have at least one women director and
Listed public companies to have at least 1/3rd
Independent
Directors. One year time allowed to comply with this
provision.
2. Small Shareholders Director (Sec. 151)
Listed companies may have at least one small shareholders’
director, if required by such small shareholders.
Appointment of KMP
Section 203 mandates listed companies to appoint whole time
KMPs – MD/WTD/Manager/CEO, CS and CFO.
Nomination & Remuneration Committee (NRC)
Section 178 requires every listed company to constitute a
Nomination & Remuneration Committee comprising of the
following:-
- Minimum three (3) non-executive directors
- At least 50% should be Independent
NRC shall look after the selection, appointment, remuneration,
performance evaluation and removal of directors, KMPs and
Senior Management and shall lay down a policy therefor.
Senior Management means members of core management
team excluding Board of Directors comprising all members of
management one level below the executive directors, including
the functional heads.
Digitization of Records
Section 120 requires listed companies to maintain its records in
electronic form and all the existing records of the Company
have to be digitized within 6 months; i.e. by 30th
September
2014.
Internal Audit
Section 138 requires listed companies to appoint Internal
Auditor who may or may not be in employment of the
Company. He should be a chartered accountant or cost
accountant.
Audit Committee
Section 177 requires listed companies to constitute Audit
Committee having the following composition:-
- Minimum three (3) directors
- Majority should be Independent
- Majority including Chairman should have the ability to
read and understand the financial statements
The Audit Committee shall act in accordance with the terms of
reference specified in writing by the Board which shall inter
alia, include,—
i. the recommendation for appointment, remuneration
and terms of appointment of auditors of the
company;
ii. review and monitor the auditor’s independence and
performance, and effectiveness of audit process;
iii. examination of the financial statement and the
auditors’ report thereon;
iv. approval or any subsequent modification of
transactions of the company with related parties;
v. scrutiny of inter-corporate loans and investments;
vi. valuation of undertakings or assets of the company,
wherever it is necessary;
vii. evaluation of internal financial controls and risk
management systems;
viii. monitoring the end use of funds raised through
public offers and related matters.
Whistle Blower Policy
Section 177 also requires listed companies to establish a
Whistle Blower Mechanism for directors and employees to
report their genuine concern.
The mechanism shall provide for adequate safeguards against
victimization of persons who use such mechanism and make
3. provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. The Audit
Committee shall look after such policy.
Secretarial Audit
Section 204 mandates secretarial audit of listed companies
from a Practicing Company Secretary.
Directors Remuneration
Section 197 mandates listed companies to disclose directors’
remuneration to median employees’ remuneration in Directors
Report.
CS Abhay Sharma
abhaycs.sharma@gmail.com
Contact: +91 9811688119
Vatika Hotels Private Limited, Vatika Group
