The document discusses corporate governance requirements for companies in India. It defines corporate governance as a set of standards that aim to improve a company's image, efficiency, effectiveness and social responsibility. Some key requirements discussed include:
- Board of directors must have at least one woman director and at least 50% non-executive directors.
- There must be at least four board meetings per year with a maximum gap of 120 days between meetings.
- Companies must have audit, nomination & remuneration, and stakeholders relationship committees.
- Detailed criteria are provided for independent directors regarding their appointment, tenure, and separation from the company.
- Related party transactions require audit committee and shareholder approval depending on
DISCUSSING ON VARIOUS RULES AND REGULATIONS MADE BY THE DIFFERENT COMMITTEES WITH RESPECT TO CORPORATE GOVERNANCE SO AS TO MAKE THE COMPANIES IMAGE IN A BETTER WAY FOR THE FUTURE GROWTH AND TO IDENTIFIED BY THE STAKE HOLDERS.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
This presentation talks about meaning of Corporate Governance, models of corporate Governance. It includes Anglo-American, German, Japanese Model of governance.
Go through to know more about the CG & Business Models.
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Bridewell Court,
14 New Bridge Street,
London,
Greater London
United Kingdom
EC4V 6AG
Tel (020) 7353 1990
Fax (020) 7353 1880
DX 447 London Chancery Lane
Email : office@barkco.com
Website : www.barkco.com
Senior Partner: Giles Bark-Jones
Partners: 1
Assistants: 29
Other fee-earners: 19
THE FIRM Bark & Co is one of the UK’s leading fraud and business crime firms. The firm’s highly-skilled lawyers are committed to providing expert advice at every stage of proceedings. The firm’s principal aims are to avoid expensive litigation whenever possible and to fight tenaciously to protect its clients’ interests.
Established in 1996 by Giles Bark-Jones, Bark & Co has developed into one of the Country’s most progressive and successful fraud firms. A founder member of the Specialist Fraud Panel, the firm specializes in commercial and criminal fraud as well as serious crime, business and tax regulation, tax investigations and corporate obligations associated with health and safety enforcement. The firm acts for private individuals as well as national and international companies. It has also established itself as a leader in the field of cash and asset recovery in both criminal and civil courts.
Bark & Co prides itself on the individual expertise of its lawyers, the collective strength of its specialist teams and their skill in tailoring advice to match each client’s individual circumstances. Bark & Co’s rigorous commitment to quality of advice and personalised service has lead to significant work through referrals by both clients and other leading law firms.
PRINCIPAL AREAS OF WORK Bark & Co handles a wide range of high-profile white-collar crime and fraud cases, including prosecutions and investigations brought by the Serious Organised Crime Agency (SOCA), HM Revenue & Customs, the Serious Fraud Office (SFO), the Financial Services Authority (FSA), the Special Compliance Office of the Inland Revenue, the Crown Prosecution Service (CPS), Trading Standards and other prosecuting bodies.
Corporate & Commercial Fraud: Bark & Co became a member of the Serious Fraud Panel at its inception and is a member of the Very High Costs Cases panel (VHCC) qualified to deal with the most complex of criminal matters.Acknowledged as one of the leaders in the field of corporate and commercial fraud, the firm has defended against many of the major prosecutions brought by the SFO and other government agencies. It has acknowledged experts in VAT and duties tribunal work, tax regulation, defence of duty evasion, moneylaundering and carousel fraud, as well as mortgage fraud, investment fraud, corruption, pension fund fraud, telecoms fraud, theft, fraudulent trading by company directors and Internet fraud. Dedicated teams also deal with confiscation and post- and pre-charge restraint proceedings.
Recent important cases include instructions in a high profile and politically sensitive FSA prosecution of directors (iSoft) in relation to the new NHS IT system and the defence of the Direct
DISCUSSING ON VARIOUS RULES AND REGULATIONS MADE BY THE DIFFERENT COMMITTEES WITH RESPECT TO CORPORATE GOVERNANCE SO AS TO MAKE THE COMPANIES IMAGE IN A BETTER WAY FOR THE FUTURE GROWTH AND TO IDENTIFIED BY THE STAKE HOLDERS.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
This presentation talks about meaning of Corporate Governance, models of corporate Governance. It includes Anglo-American, German, Japanese Model of governance.
Go through to know more about the CG & Business Models.
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Bridewell Court,
14 New Bridge Street,
London,
Greater London
United Kingdom
EC4V 6AG
Tel (020) 7353 1990
Fax (020) 7353 1880
DX 447 London Chancery Lane
Email : office@barkco.com
Website : www.barkco.com
Senior Partner: Giles Bark-Jones
Partners: 1
Assistants: 29
Other fee-earners: 19
THE FIRM Bark & Co is one of the UK’s leading fraud and business crime firms. The firm’s highly-skilled lawyers are committed to providing expert advice at every stage of proceedings. The firm’s principal aims are to avoid expensive litigation whenever possible and to fight tenaciously to protect its clients’ interests.
Established in 1996 by Giles Bark-Jones, Bark & Co has developed into one of the Country’s most progressive and successful fraud firms. A founder member of the Specialist Fraud Panel, the firm specializes in commercial and criminal fraud as well as serious crime, business and tax regulation, tax investigations and corporate obligations associated with health and safety enforcement. The firm acts for private individuals as well as national and international companies. It has also established itself as a leader in the field of cash and asset recovery in both criminal and civil courts.
Bark & Co prides itself on the individual expertise of its lawyers, the collective strength of its specialist teams and their skill in tailoring advice to match each client’s individual circumstances. Bark & Co’s rigorous commitment to quality of advice and personalised service has lead to significant work through referrals by both clients and other leading law firms.
PRINCIPAL AREAS OF WORK Bark & Co handles a wide range of high-profile white-collar crime and fraud cases, including prosecutions and investigations brought by the Serious Organised Crime Agency (SOCA), HM Revenue & Customs, the Serious Fraud Office (SFO), the Financial Services Authority (FSA), the Special Compliance Office of the Inland Revenue, the Crown Prosecution Service (CPS), Trading Standards and other prosecuting bodies.
Corporate & Commercial Fraud: Bark & Co became a member of the Serious Fraud Panel at its inception and is a member of the Very High Costs Cases panel (VHCC) qualified to deal with the most complex of criminal matters.Acknowledged as one of the leaders in the field of corporate and commercial fraud, the firm has defended against many of the major prosecutions brought by the SFO and other government agencies. It has acknowledged experts in VAT and duties tribunal work, tax regulation, defence of duty evasion, moneylaundering and carousel fraud, as well as mortgage fraud, investment fraud, corruption, pension fund fraud, telecoms fraud, theft, fraudulent trading by company directors and Internet fraud. Dedicated teams also deal with confiscation and post- and pre-charge restraint proceedings.
Recent important cases include instructions in a high profile and politically sensitive FSA prosecution of directors (iSoft) in relation to the new NHS IT system and the defence of the Direct
National Spot Exchange Limited Scam was a major scam in India, which came into light after the National Spot Exchange failed to pay its investors in commodity pair contracts after 31 July 2013.
KUMAR MANGALAM BIRLA COMMITTEE, 1999
The Birla Committee’s recommendations consist of both mandatory recommendations and non-mandatory recommendations.
Mandatory Recommendations
Applicability: These are applicable to all listed companies with paid-up share capital of INR 3 crore and above.
Board of directors: The board of directors of a company must have an optimum combination of executive and non-eutive directors. The number of independent directors should be at least one-third in case the company has a non-executive chairman and at least half of the board in case the company has an executive chairman.
Various provisions regarding independent director, appointment, qualification, remuneration, duties and roles of Independent director as mentioned in Schedule IV. In case you need this power point presentation, you can comment your email id.
Audit committee - Companies Act & SEBI (LODR)Nimisha Chauhan
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The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
Nick krest - responsibilities of the board of directorsNickkrest
The Board of Directors has an important role in supervising the Company's businesses. To ensure efficiency, the Board's structure, as well as its authorities, duties and responsibilities must be appropriate and clearly defined.
Car Accident Injury Do I Have a Case....Knowyourright
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RIGHTS OF VICTIM EDITED PRESENTATION(SAIF JAVED).pptxOmGod1
Victims of crime have a range of rights designed to ensure their protection, support, and participation in the justice system. These rights include the right to be treated with dignity and respect, the right to be informed about the progress of their case, and the right to be heard during legal proceedings. Victims are entitled to protection from intimidation and harm, access to support services such as counseling and medical care, and the right to restitution from the offender. Additionally, many jurisdictions provide victims with the right to participate in parole hearings and the right to privacy to protect their personal information from public disclosure. These rights aim to acknowledge the impact of crime on victims and to provide them with the necessary resources and involvement in the judicial process.
DNA Testing in Civil and Criminal Matters.pptxpatrons legal
Get insights into DNA testing and its application in civil and criminal matters. Find out how it contributes to fair and accurate legal proceedings. For more information: https://www.patronslegal.com/criminal-litigation.html
How to Obtain Permanent Residency in the NetherlandsBridgeWest.eu
You can rely on our assistance if you are ready to apply for permanent residency. Find out more at: https://immigration-netherlands.com/obtain-a-permanent-residence-permit-in-the-netherlands/.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
PRECEDENT AS A SOURCE OF LAW (SAIF JAVED).pptxOmGod1
Precedent, or stare decisis, is a cornerstone of common law systems where past judicial decisions guide future cases, ensuring consistency and predictability in the legal system. Binding precedents from higher courts must be followed by lower courts, while persuasive precedents may influence but are not obligatory. This principle promotes fairness and efficiency, allowing for the evolution of the law as higher courts can overrule outdated decisions. Despite criticisms of rigidity and complexity, precedent ensures similar cases are treated alike, balancing stability with flexibility in judicial decision-making.
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
3. 3
Conceptualizing Corporate Governance
Corporate Governance means -
A set of standards, which aims to improve the
Company's image, efficiency, effectiveness and social
responsibility.
The concept of Corporate Governance primarily
emphasis on complete Fairness, Transparency,
and Accountability of the management, with an
increasingly greater focus on investor protection and
public interest.
Broader Perspective - Beneficiary of good
governance- Every Stakeholder
Jaladhi Shukla, FCS, Ahmedabad
6. 6
At least one Women Director.
At least fifty percent of the Board should be comprised of Non-
Executive Directors.
If the chairman of the Board is Executive Director or Promoter, then at
least half of the Board should be comprised of Independent Directors.
If the Chairman of the Board of Board is Non – Executive Director then
at least one – third of the Board should be comprised of Independent
Director.
Composition of Board
7. 7
Board Meetings
At least FOUR times a year with a
maximum time gap of one hundred
and twenty days between any two
meetings.
Director – maximum membership
in TEN committees.
Director – maximum Chairmanship
in FIVE COMMITTEES.
Director to Notify committee
positions & changes to company.
8. 8
Independent Director
Non-Executive Director
Nominee Director is excluded
who, in the opinion of the Board, is
a person of integrity and possesses
relevant expertise and experience
who is or was not a promoter of
the company or its holding,
subsidiary or associate company.
who is not related to promoters or
directors in the company, its
holding, subsidiary or associate
company
9. 9
Independent Director
No pecuniary relationship apart from
Directors’ Remuneration.
No KMP or employee in any of the three
preceding financial year.
No employee, proprietor or partner of
Auditors, Secretarial Auditor or Cost Auditor.
Holds 2% or more voting power.
CEO of non-profit organisation.
Material Supplier
Less than 21 years of age.
10. 10
Independent Director
No. of Directorships
maximum number of Boards an independent director
can serve on listed companies be restricted to 7.
Maximum number of directorship serving as Whole
Time Director is maximum 3.
Tenure & formal letter of appointment as per
Companies Act 2013
The terms and conditions of appointment shall be
disclosed on the website of the Company.
11. 11
Separate Meeeting of Independent Director
at least one meeting in a year.
All the independent directors of the
company shall strive to be present
at such meeting.
to review the performance of non-
independent directors and the
Board as a whole.
to review the performance of the
Chairperson of the company.
to assess the quality, quantity and
timeliness of flow of information
between the company
management and the Board that is
necessary for the Board to
effectively and reasonably perform
their duties.
INDEPENDENT
DIRECTORS ONLY
12. 12
Vacancy of Independent Director
Any Vacancy arising in the
office of any Independent
Director whether due to :
Resignation, or
Removal by Board
Should be replaced at
earliest BUT Not later than
the immediate next Board
Meeting OR three months
from the date of such
vacancy (whichever is
later)
13. 13
Person who reports the
following
• MISCONDUCT
• FRAUD
• ILLEGAL ACTIVITY
• MISAPPROPRIATION
happening
within the organization.
15. 15
AUDIT COMMITTEE
Constitution of a Qualified and Independent Audit Committee.
MINIMUM : THREE DIRECTORS as members and Two – Third of
the members should be independent.
All Members of Audit Committee shall be financially literate and at
least one members shall have accounting or related financial
management expertise.
CHAIRMAN OF AUDIT COMMITTEE should be INDEPENDENT
DIRECTOR.
CHAIRMAN should be present at the A.G.M. to answer shareholder
queries.
Company Secretary shall act as the Secretary to the committee.
MEETING OF AUDIT COMMITTEE :
– At least FOUR times in a year
– Maximum gap between two meeting : Four months
QUORUM :
– TWO members OR one third of the members of the audit
committee ( whichever is greater)
– Minimum TWO INDEPENDENT DIRECTOR must be present.
16. 16
NOMINATION & REMUNERATION
COMMITTEE
MINIMUM STRENGTH : at least THREE Directors.
All the members should be of Non – Executive Category.
At least half of them should be Independent.
CHAIRMAN OF THE COMMITTEE should be INDEPENDENT
DIRECTOR.
Chairperson of the Company may be appointed as a member of
the NRC but shall not chair such committee.
Chairperson should be present at AGM
Role – Remuneration Policy, Formulate evaluation criteria,
recommend appointment of Directors to the Board.
17. 17
Constitution of
Stakeholders’ Relationship Committee
Under the chairmanship of
Non – Executive Director,
Stakeholders Relationship
Committee should be
constituted to resolve the
grievances of the security
holders of the company
including complaints
related to transfer of
shares, non-receipt of
balance sheet, non-receipt
of declared dividends.
18. 18
Subsidiary Companies
Minutes of the Board meetings of the unlisted subsidiary
company shall be placed at the Board meeting of the listed
holding company for review.
The company shall formulate a policy for determining ‘material’
subsidiaries and such policy shall be disclosed to Stock Exchanges
and in the Annual Report.
At least one independent director on the Board of Directors of the
holding company shall be a director on the Board of Directors of
a material non-listed Indian subsidiary company.
Audit Committee of the listed holding company shall also review
the financial statements, in particular, the investments made by
the unlisted subsidiary company.
Prior Special Resolution required for disposal of more than 50%
shares or 20% assets of material non-listed Indian Subsidiary.
19. 19
Risk Management
The company shall lay down
procedures to inform Board
members about the risk
assessment and minimization
procedures.
The Board shall be responsible for
framing, implementing and
monitoring the risk management
plan for the company.
The company shall also constitute
a Risk Management Committee.
The Board shall define the roles
and responsibilities of the Risk
Management Committee and may
delegate monitoring and reviewing
of the risk management plan to the
committee
The majority members of the RMC
shall be Board of Directors.
20. 20
MEANING :
RELATED PARTY
TRANSACTION Transfer of
resources, services or obligations
between a company and a related
party, regardless of whether a price
is charged.
RELATED PARTY - Entity related
under Section 2(76) of the
Companies Act 2013 or under
applicable accounting standards.
21. WIDENED THE SCOPE OF RELATED PARTY
TRANSATION
AS – 18 Companies
Act, 2013
Definition of Related
Party
22. 22
Related Party Transactions
o The Company shall formulate a policy on material RPT and
also on dealing with RPTs.
o All RPTs shall require prior approval of Audit Committee.
• Omnibus approval subject to certain conditions. Valid for one year.
• Exemption for transactions of holding co. with its WOS.
o Quarterly review of all RPTs by Audit Committee
o All material related party transactions shall require
approval of the shareholders through ordinary resolution
and the related parties shall abstain from voting on such
resolutions.
• Exemption for transactions of holding co. with its WOS.
• Material if transaction or transactions during a FY, exceeds ten
percent of the annual consolidated turnover of the company as per
the last audited financial statements of the company.
• Quarterly disclosure in the CG report to Stock Exchanges.
24. 24
SEBI Listing Regulations - Introduction
• SEBI has recently notified the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 replacing the Listing Agreement.
• SEBI Listing Regulations have come into force w.e.f. 1st December 2015
• The Regulations are consisting of 11 chapters and 10 schedules as against
55 clauses of the Listing Agreement.
• The Regulations have been structured by consolidating into one single
document across various types of securities listed on Stock Exchanges (i.e.
Equity Share, NCDs, NCRPS, IDRs, Debt Instruments etc)
• Shortened version of Listing Agreement required to be executed within 6
months from notification.
25. 25
SEBI Listing Regulations
SN Particulars Prior Intimation –
No. of days
1. Financial results viz. quarterly, half yearly or annually 5 days
2. Fund raising by way of any means (New) 2 days
3. o Declaration / recommendation of dividend, bonus shares
o issue of convertible securities including convertible debentures
or of debentures carrying a right to subscribe to equity shares
or the passing over of dividend. (New)
2 days
4. Intention to raise funds through new non-convertible securities or
non-convertible redeemable preference shares it proposes to list
either through a public issue or on private placement basis; prior
to issuance of such securities. (New)
2 days
5. Any alteration in the date on which, the interest on debentures or
bonds, or the redemption amount of amount of redeemable
shares or of debentures or bonds, shall be payable. (New)
11 days
• Salient Features – Prior Board Meeting intimations
26. 26
SEBI Listing Regulations
o Disclosure of events or information (Reg. 30)
Entity to make disclosure of any events or information which, in the
opinion of Board is material.
Events specified in Part A of Schedule III deemed to be material events.
Entity to make disclosure of same. In other cases, the Company to
authorise KMP to determine materiality.
The guidelines for materiality to be approved by Board.
Any disclosure to Stock Exchanges to be updated immediately on
company website & to be kept for 5 years.
Disclosure of all events or information with respect to subsidiaries which
are material for the listed entity.
Update material developments on regular basis.
27. 27
SEBI Listing Regulations
o Acquisition(s), Scheme of Arrangement, or sale or disposal of any unit(s),
division(s) or Subsidiary of the listed entity or any other restructuring
o Issuance of Securities (including debentures), split or consolidation of
shares, redemption of securities.
o Revision in Rating(s) – New rating, revision in rating etc. to any scheme
involving mobilization of funds whether in India or abroad.
o Schedule of analyst or institutional investor meet and presentations on
financial results made to analysts or institutional investors.
o Material Events
28. 28
SEBI Listing Regulations
o Material Events
o Agreements viz. shareholder agreement, joint venture agreement, family
settlement agreements, revision(s) or amendment(s) & termination(s)
thereof.
o Change in directors, Key Managerial Personnel, Auditor and Compliance
Officer
o Outcome of meetings of the board of directors held to consider or decide
dividend, buy-back of securities, fund raising proposed to be undertaken,
issue of bonus share, alteration of capital, financial results.
o Appointment or discontinuation of share transfer agent.
o Corporate debt restructuring
o Proceedings of AGM, EGM & Voting pattern
29. 29
SEBI Listing Regulations
o Dissemination of Information at Website of the Company
(Reg. 46)
• Schedule of analyst or institutional investor meet and presentations
made by the listed entity to analysts or institutional investors
simultaneously with submission to stock exchange.
• Details of agreements entered into with the media companies and / or
their associates, etc.
• Details of directors’ familiarization programmes.
• New name and old name of listed entity for continuous one year.
• Details of business, composition of board and committees, policies
• Financial information, Shareholding pattern, board meeting notice
• Contact information of designated officials. Investor e-mail id.
• All disclosures under Regulation 30 (material events) for 5 years.
• Update website within 2 working days of disclosure.
30. 30
SEBI Listing Regulations
o Name Change (Reg. 45)
• Mandatory name change (within 6 months) in case company
change its activities which is not reflected in its name.
• Prior approval of SE is mandatory before application to ROC.
o Salient Features – Other New Provisions
o Website link to be given in news paper publications (Reg. 47)
o Non compliance to be disclosed in Annual Report [Sch V(10)]
31. 31
SEBI Listing Regulations
• NEW POLICIES framed under LODR Regulations
Regulations Policies
Regulation 9 Policy on Preservation of Documents
Regulation 30 Material Events Policy
Regulation 30 Website content Archival
32. 32
SEBI Listing Regulations
o Liability for contravention of the Act, Rules or the Regulations
(Reg. 98)
o Liability for contravention of the Act, Rules or the
Regulations (Reg. 98)
• The listed entity or any other person thereof who contravenes
any of the provisions of these regulations, shall in addition to the
liability for action in terms of the securities laws, be liable for the
following actions by the SEs –
• Imposition of fines (daily basis)
• Suspension of trading
• Freezing of promoter / promoter group holding
• Any other action as may be specified by the Board
33. 33
Mapping of Listing Agreement with LR
Particulars Compliance
Timeline
Clause in LA Listing
Regulation
Book Closure /
Record date
Event based Clause 16 42
Intimation of BM Event based 19 & 41 29
Outcome of BM Event based 20, 21 & 41 30 & 33
In-principle
approval
Event based 24(a) 28
Scheme of
Arrangement
Event based 24(f) & 24(g) 11 & 37
Change in KMP &
Auditors
Event based 30 30
Annual Report Annually 31 34
Form A / B Annually 31 33
34. 34
Mapping of Listing Agreement with LR
Particulars Compliance
Timeline
Clause in LA Listing
Regulation
Name Change Event based 32 45
MOA / AOA Event based 33 30
Shareholding
pattern
Quarterly & Event
Based
35 31
Disclosure of voting
pattern & E-voting
Event based 35A 44
Disclosure of
Information
Event based 36 30
Payment of Listing
Fees
Annually 38 14
Minimum Public
Shareholding
Event Based 40A 38
Financial Results Quarterly /
Annually
41 33
35. 35
Mapping of Listing Agreement with LR
Particulars Compliance
Timeline
Clause in LA Listing
Regulation
Certificate from
PCS
Half yearly 47C 40(9)
Corporate
Governance
Quarterly &
Annually
49 & 31 17 to 27
Website of the
Company
Continuous
Compliance
54 46
Agreement with
media Company
Event based 53 30
BRR Annually 55 34
36. 36
Quick Takeaways
o Replacement of Listing Agreement with Listing Regulations
now provide for a more consolidated framework for the
disclosures to be made by all listed entities and give
statutory recognition to the listing norms in India.
39. 39
Appointment of two
Independent Directors in XYZ Ltd.
Name Particulars
Mr. A Non Executive Director. Receives sitting fees only.
Mr. B Ex. KMP upto 2012
Ms. C CEO - NGO
Mr. D Supplier
40. Technical Scrutiny of
Related Party Transactions of ABC Ltd. –
Particulars Subsidiary
Companies /
WOS
Associate /
Joint
Control
Companies
Directors Relatives of
Directors
Funds
Given /
Received
XYZ P. LTD. PQR LTD. MR. A
MR. B
MRS. A
MRS. B
Jaladhi Shukla, FCS,
Ahmedabad
41. 41
Practical Aspects
Drafting of polices & code of conduct
Tracking compliances & disclosures of leading companies –
• Corporate Websites,
• Annual Reports,
• Stock Exchange Announcements
Meeting Management – attend General Meetings
Professional reading – English newspapers, circulars etc
Professional Networking
42. 42
Some Useful websites
http://www.sebi.gov.in/ - Securities and Exchange
Board of India
http://www.bseindia.com/ - Bombay Stock Exchange Limited
http://www.nfcgindia.org/library_int.htm - National
Foundation for Corporate Governance
http://www.ita.doc.gov/goodgovernance/ -International Trade
Administration
http://www.oecd.org/ -Organisation for Economic
Co-operation and Development
http://www.corpgov.net/ - Corporate governance network
Jaladhi Shukla, FCS, Ahmedabad