The document outlines amendments made by the Securities and Exchange Board of India to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Key changes include requiring listed companies to have at least one independent woman director, increasing the minimum board size for large companies, setting limits on the number of directorships a person can hold, strengthening independent director requirements, and enhancing nomination and remuneration committee meetings and composition. The amendments are aimed at improving corporate governance practices of listed companies in India.
The document discusses the applicability of Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015. It provides details on the classes of companies that must comply with Ind AS, including listed companies, unlisted companies based on net worth thresholds, subsidiaries and associates of these companies, and non-banking financial companies. It specifies the accounting periods from which different classes of companies must begin preparing financial statements in accordance with Ind AS.
The Trade Union Act 1926 established the legal framework for trade unions in India. Some key points:
- It defined what constitutes a trade union and outlined the process for registration with the Registrar.
- Registered trade unions receive certain protections under law, such as exemptions from criminal conspiracy charges and protections from civil suits related to trade disputes.
- The Act specifies the required contents of trade union rules regarding governance, finances, membership requirements and more. It also covers rights of minors to join unions.
- Provisions address changing names, amalgamating unions, dissolving unions and related notification requirements to the Registrar.
This document outlines the by-laws of the Black Data Processing Associates (BDPA) Dallas Chapter as of August 28, 2010. It establishes the objective, structure, membership, leadership and procedures of the organization. Key points include that the objective is to utilize IT knowledge and experience to benefit the minority community. Leadership consists of a President, Vice Presidents and Executive Board. Membership categories include full, honorary and student members. Elections, meetings and financial policies are also defined.
This document outlines the Cooperatives Act of 2048 (1992) in Nepal. It establishes the legal framework for forming and operating cooperative associations and societies in Nepal. Some key points:
- It allows for the formation of various types of cooperatives including preliminary associations, sectoral societies, district cooperatives societies, central cooperatives societies, and a national cooperatives society.
- It specifies the minimum membership requirements for each type of cooperative and addresses their jurisdiction.
- It covers the process for registration of cooperatives with the Registrar, including application requirements and the Registrar's powers to refuse registration.
- It establishes cooperatives as autonomous bodies corporate with perpetual succession and limited liability.
-
This document is a notification from the Government of India's Ministry of Corporate Affairs regarding new rules called the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The rules establish regulations around appointing and setting remuneration for managerial personnel in companies. Key aspects include requirements for filing returns after appointments, limits on sitting fees for directors, disclosure requirements on remuneration in board reports, and provisions for applying to the central government for approval of remuneration beyond certain limits. The rules also define duties of the company secretary and set out the format for the secretarial audit report.
The document provides details about the Trade Union Act of 1926 in India. It discusses the history of trade unions in India and the reasons for passing the Trade Union Act. It defines key terms under the act like trade union, registered trade union, trade dispute, etc. It also summarizes the procedures for registration of trade unions including appointment of registrar, registration process, rights and duties of registrar, and legal status conferred post-registration. The document also outlines the rules for registered trade unions, their rights and liabilities, penalties for non-compliance, and concludes with images related to an all India strike.
This document provides an amendment to the Companies Act of 2013 in India. It outlines 22 sections that are being amended or inserted. Some of the key changes include removing the requirement for companies to have a common seal, inserting a new section on punishment for contravention of deposit acceptance rules, amending provisions around reporting of frauds by auditors, and amending rules around related party transactions. The amendments are meant to update and improve various provisions of corporate law in India.
The document provides information on trade union acts and regulations in India across 22 pages. It defines what a trade union is and outlines the scope and coverage of related acts. It describes the process for trade union registration, including requirements for applications, rules, and certificates. It also discusses provisions regarding funds, political activities, amalgamation of unions, and dissolution. The document serves to inform about the legal framework governing trade unions in India.
The document discusses the applicability of Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015. It provides details on the classes of companies that must comply with Ind AS, including listed companies, unlisted companies based on net worth thresholds, subsidiaries and associates of these companies, and non-banking financial companies. It specifies the accounting periods from which different classes of companies must begin preparing financial statements in accordance with Ind AS.
The Trade Union Act 1926 established the legal framework for trade unions in India. Some key points:
- It defined what constitutes a trade union and outlined the process for registration with the Registrar.
- Registered trade unions receive certain protections under law, such as exemptions from criminal conspiracy charges and protections from civil suits related to trade disputes.
- The Act specifies the required contents of trade union rules regarding governance, finances, membership requirements and more. It also covers rights of minors to join unions.
- Provisions address changing names, amalgamating unions, dissolving unions and related notification requirements to the Registrar.
This document outlines the by-laws of the Black Data Processing Associates (BDPA) Dallas Chapter as of August 28, 2010. It establishes the objective, structure, membership, leadership and procedures of the organization. Key points include that the objective is to utilize IT knowledge and experience to benefit the minority community. Leadership consists of a President, Vice Presidents and Executive Board. Membership categories include full, honorary and student members. Elections, meetings and financial policies are also defined.
This document outlines the Cooperatives Act of 2048 (1992) in Nepal. It establishes the legal framework for forming and operating cooperative associations and societies in Nepal. Some key points:
- It allows for the formation of various types of cooperatives including preliminary associations, sectoral societies, district cooperatives societies, central cooperatives societies, and a national cooperatives society.
- It specifies the minimum membership requirements for each type of cooperative and addresses their jurisdiction.
- It covers the process for registration of cooperatives with the Registrar, including application requirements and the Registrar's powers to refuse registration.
- It establishes cooperatives as autonomous bodies corporate with perpetual succession and limited liability.
-
This document is a notification from the Government of India's Ministry of Corporate Affairs regarding new rules called the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The rules establish regulations around appointing and setting remuneration for managerial personnel in companies. Key aspects include requirements for filing returns after appointments, limits on sitting fees for directors, disclosure requirements on remuneration in board reports, and provisions for applying to the central government for approval of remuneration beyond certain limits. The rules also define duties of the company secretary and set out the format for the secretarial audit report.
The document provides details about the Trade Union Act of 1926 in India. It discusses the history of trade unions in India and the reasons for passing the Trade Union Act. It defines key terms under the act like trade union, registered trade union, trade dispute, etc. It also summarizes the procedures for registration of trade unions including appointment of registrar, registration process, rights and duties of registrar, and legal status conferred post-registration. The document also outlines the rules for registered trade unions, their rights and liabilities, penalties for non-compliance, and concludes with images related to an all India strike.
This document provides an amendment to the Companies Act of 2013 in India. It outlines 22 sections that are being amended or inserted. Some of the key changes include removing the requirement for companies to have a common seal, inserting a new section on punishment for contravention of deposit acceptance rules, amending provisions around reporting of frauds by auditors, and amending rules around related party transactions. The amendments are meant to update and improve various provisions of corporate law in India.
The document provides information on trade union acts and regulations in India across 22 pages. It defines what a trade union is and outlines the scope and coverage of related acts. It describes the process for trade union registration, including requirements for applications, rules, and certificates. It also discusses provisions regarding funds, political activities, amalgamation of unions, and dissolution. The document serves to inform about the legal framework governing trade unions in India.
The document discusses key aspects of trade unions and the Trade Union Act of 1926 in India. It defines a trade union as a voluntary organization formed by workers to protect their collective interests. It outlines different types of trade unions based on their motives, structures, and areas of operation. It describes the legal status of registered trade unions, including their ability to own property, sue and be sued, and protections from legal proceedings related to trade disputes. The document also covers dissolution of trade unions, amalgamation of unions, requirements for union finances and funds, and permissible uses of political funds.
Requirements of registration for trade unionsFAST NUCES
the presentation is about the requirements of registration for trade union. moreover it has included the definition of trade union and its legal registration requirements. application for registration and requirements for application are also included. Although, it is providing information about the Trade unions and freedom of association.
The Trade Unions Act 1926 provides for the registration of trade unions in India and confers certain rights and privileges on registered trade unions. Some key points:
1) It allows workers to form and register trade unions to regulate relations between workers and employers or among workers.
2) Registration is not mandatory but provides protections like the ability to own property, sue and be sued, and immunity from civil suits regarding trade disputes.
3) The registrar can cancel a union's registration for reasons like fraudulent registration or ceasing to exist with proper notice and establishing willful violations.
The Trade Union Act 1926 was passed in India to provide for the lawful registration of trade unions and provide certain privileges and protections to registered trade unions. Key aspects of the Act include defining what constitutes a trade union and trade dispute, outlining the process for trade union registration including requirements for leadership structure and financial reporting, and specifying permissible uses of union funds for activities like legal proceedings, trade disputes, welfare benefits, and the establishment of a separate political fund. The Act aimed to strengthen the trade union movement by facilitating greater organization and representation of workers' interests within the legal framework.
This document summarizes the key aspects of the Trade Unions' Act of 1926 in India. [1] It defines what a trade union is and outlines the process for registration of trade unions, including the required application documents and registration certificate issued. [2] It describes the procedures for cancellation of registration, appeal of decisions, changing a union's name, amalgamation of unions, and dissolution of unions. [3] Requirements are also outlined for annual returns and penalties for non-compliance. Authorities under the act are identified as Registrars of Trade Unions at different levels who oversee registration and enforcement of the act.
The document summarizes key aspects of the Trade Union Act of 1926 in India. It discusses the objectives of establishing legal protections for trade unions, how unions are defined, and requirements for registration. Key points include:
- The Act aimed to provide legal status to trade unions by establishing a registration system.
- A trade union is defined as a combination of workers/employers formed to regulate their relations or impose conditions on businesses.
- At least 7 members can apply to register a union, providing details like member names and addresses, union name and rules.
- Registered unions must operate within certain duties like notifying address changes and submitting annual audited financial reports.
- Funds are raised
This document outlines regulations from the Insolvency and Bankruptcy Board of India regarding voluntary liquidation of corporate persons. It discusses the initiation of voluntary liquidation through declarations and resolutions, the effect on corporate status, eligibility and remuneration of liquidators, and key powers and functions of liquidators such as maintaining books and registers, preparing reports, and appointing professionals. The purpose is to provide a framework for orderly voluntary liquidation of corporate persons under the Insolvency and Bankruptcy Code of India.
The Registrar is responsible for registering trade unions under the Trade Unions Act, 1926. The Registrar will register a trade union if it complies with the requirements regarding membership, rules, and other particulars outlined in the Act. The Registrar can cancel a trade union's registration if it was obtained by fraud, the trade union ceases to exist, or violates provisions of the Act. An aggrieved person can appeal the Registrar's decision to refuse or cancel registration to the appropriate appellate court.
New Desisting norms SEBI notified 25th march 2015 GAURAV KR SHARMA
The document summarizes amendments made to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. Key changes include: requiring additional disclosures and due diligence for delisting proposals; restricting trading by promoters/acquirers prior to and during delisting; revising timelines and processes for delisting offers; and modifying requirements for determining the success of a delisting offer. The amendments aim to improve transparency and protect investor interests in delisting of equity shares from stock exchanges in India.
The Trade Unions Act of 1926 provides for the registration of trade unions in India to enable them to participate in collective bargaining. It confers certain protections and privileges on registered unions. The Act applies to all unions of workers and employers' associations across India. It establishes procedures for registration with the Registrar of Trade Unions and requirements unions must meet, such as record keeping and financial reporting. Registered unions gain legal protections and abilities to hold property, enter contracts, and sue or be sued as a body corporate.
The Trade Unions Act, 1926 provides the legal framework for the registration of trade unions in India. Some key points:
1) Before this act, trade union activities were considered unlawful but this act was passed to protect bona fide trade union activities.
2) It establishes procedures for registering trade unions with registrars appointed by state governments. Registered trade unions are provided certain legal protections.
3) The act defines important terms like "trade union", "workman", sets rules for maintenance of funds, and provides immunity from civil suits for registered trade unions involved in trade disputes.
4) It has been amended several times since introduction to update definitions and processes for unions to follow.
The document discusses the Trade Unions Act of 1926 in India. Some key points:
- The Act provides for the registration of trade unions and defines the law relating to registered trade unions. It aims to regulate relations between workers and employers.
- A trade union is defined as any combination of workers or employers formed to regulate their relations. It can include federations of multiple trade unions.
- To register, a trade union must have at least 7 members and apply to the Registrar. The Registrar will register it and maintain records. A registered trade union is a corporate body that can own property.
- The Act provides various protections and immunities to registered trade unions, such as
The document discusses key aspects of registering a trade union under the Trade Unions Act of 1926 in India. It defines important terms like trade union, trade dispute, and registrar. It outlines the process for registering a trade union including submitting an application with details of members and rules to the registrar. It specifies certain required provisions to be included in the trade union rules. If satisfied, the registrar will register the trade union and issue a certificate of registration. The registration can later be cancelled if the trade union violates provisions of the Act.
The document summarizes key aspects of the Trade Organizations Act (TOA) and Trade Organizations Rules (TOR) of 2013 in Pakistan. It defines terms like "small traders", "small industry", and "trade organizations". It outlines membership requirements, election procedures, reporting requirements, and the organizational structure of trade federations established under the Act. It also describes powers of regulatory authorities to enter and search premises, and the establishment of a Trade Organizations Fund.
This document discusses labor laws and procedures for disciplinary action against employees in India. It begins by categorizing Indian labor laws into areas like industrial relations, wages, specific industries, and social security. It then focuses on laws related to industrial relations, specifically the Trade Unions Act of 1926. The document outlines the code of conduct and principles for disciplinary procedures, including preliminary inquiries, charge sheets, domestic inquiries, reports, show cause notices, and potential punishments. It emphasizes that natural justice and due process principles must be followed in any disciplinary actions.
An organized association of workers in a trade, group of trades, or profession, formed to protect and further their rights and interests. The law relating to the registration and protection of the trade unions is contained in the trade unions act, 1926 which came into force with effect from 1st June 1927.
The document defines several new key concepts introduced in the 2013 Companies Act of India. It discusses new types of companies like one-person companies and changes to the definitions of private and small companies. It also covers new roles like independent directors and promoters. New requirements around consolidated financial statements, mandatory auditor rotation, and secretarial standards are introduced. The roles of regulatory authorities like the National Company Law Tribunal are also discussed.
The document discusses proposed amendments to the Indian Constitution regarding the regulation of cooperative societies. Key points:
1. The proposed bill aimed to insert new provisions regulating cooperative societies, including capping board member numbers and terms.
2. State governments would be allowed to co-opt up to two nominees to cooperative society boards and define penalties for certain cooperative society offenses.
3. Revisions were recommended following a committee review, including placing cooperative provisions elsewhere in the Constitution instead of with local governance and prohibiting board supersessions when government shareholding is under 51%.
To be an auditor in Malaysia, one must:
1. Be a member of the Malaysian Institute of Accountants for at least 1 year and be a Chartered Accountant
2. Have at least 5 years of audit experience, including 3 years of audit work and 1 year in an audit supervisory role
An auditor can be appointed by company directors before the first annual general meeting. After that, auditors are appointed at each annual general meeting until the next one. Directors can also fill casual vacancies. Auditors can be removed by shareholder resolution with special notice, but otherwise they serve until the next AGM. If an auditor resigns, directors must call a general meeting to appoint a replacement.
1. The document summarizes key aspects of managerial remuneration as per the Companies Act 2013. It discusses the appointment and remuneration of managing directors, whole-time directors, and managers. It outlines the overall limits of managerial remuneration and the procedure for calculating profits for the purposes of remuneration. It also discusses the disclosure requirements around median remuneration of employees.
The document is a letter from Parag Basu, Deputy General Manager of SEBI, to the Managing Directors of all stock exchanges in India. It directs the stock exchanges to amend their listing agreements to replace the existing Clause 49 with a revised Clause 49 on corporate governance. It provides details on the implementation schedule and ongoing compliance requirements for listed companies. It also specifies the role of stock exchanges in monitoring compliance and reporting to SEBI.
The document is a letter from Parag Basu, Deputy General Manager of SEBI, directing all stock exchanges to amend their listing agreements by replacing the existing Clause 49 with a revised Clause 49 regarding corporate governance in listed companies. It provides details on the implementation schedule and compliance requirements for companies under the revised Clause 49.
The document discusses key aspects of trade unions and the Trade Union Act of 1926 in India. It defines a trade union as a voluntary organization formed by workers to protect their collective interests. It outlines different types of trade unions based on their motives, structures, and areas of operation. It describes the legal status of registered trade unions, including their ability to own property, sue and be sued, and protections from legal proceedings related to trade disputes. The document also covers dissolution of trade unions, amalgamation of unions, requirements for union finances and funds, and permissible uses of political funds.
Requirements of registration for trade unionsFAST NUCES
the presentation is about the requirements of registration for trade union. moreover it has included the definition of trade union and its legal registration requirements. application for registration and requirements for application are also included. Although, it is providing information about the Trade unions and freedom of association.
The Trade Unions Act 1926 provides for the registration of trade unions in India and confers certain rights and privileges on registered trade unions. Some key points:
1) It allows workers to form and register trade unions to regulate relations between workers and employers or among workers.
2) Registration is not mandatory but provides protections like the ability to own property, sue and be sued, and immunity from civil suits regarding trade disputes.
3) The registrar can cancel a union's registration for reasons like fraudulent registration or ceasing to exist with proper notice and establishing willful violations.
The Trade Union Act 1926 was passed in India to provide for the lawful registration of trade unions and provide certain privileges and protections to registered trade unions. Key aspects of the Act include defining what constitutes a trade union and trade dispute, outlining the process for trade union registration including requirements for leadership structure and financial reporting, and specifying permissible uses of union funds for activities like legal proceedings, trade disputes, welfare benefits, and the establishment of a separate political fund. The Act aimed to strengthen the trade union movement by facilitating greater organization and representation of workers' interests within the legal framework.
This document summarizes the key aspects of the Trade Unions' Act of 1926 in India. [1] It defines what a trade union is and outlines the process for registration of trade unions, including the required application documents and registration certificate issued. [2] It describes the procedures for cancellation of registration, appeal of decisions, changing a union's name, amalgamation of unions, and dissolution of unions. [3] Requirements are also outlined for annual returns and penalties for non-compliance. Authorities under the act are identified as Registrars of Trade Unions at different levels who oversee registration and enforcement of the act.
The document summarizes key aspects of the Trade Union Act of 1926 in India. It discusses the objectives of establishing legal protections for trade unions, how unions are defined, and requirements for registration. Key points include:
- The Act aimed to provide legal status to trade unions by establishing a registration system.
- A trade union is defined as a combination of workers/employers formed to regulate their relations or impose conditions on businesses.
- At least 7 members can apply to register a union, providing details like member names and addresses, union name and rules.
- Registered unions must operate within certain duties like notifying address changes and submitting annual audited financial reports.
- Funds are raised
This document outlines regulations from the Insolvency and Bankruptcy Board of India regarding voluntary liquidation of corporate persons. It discusses the initiation of voluntary liquidation through declarations and resolutions, the effect on corporate status, eligibility and remuneration of liquidators, and key powers and functions of liquidators such as maintaining books and registers, preparing reports, and appointing professionals. The purpose is to provide a framework for orderly voluntary liquidation of corporate persons under the Insolvency and Bankruptcy Code of India.
The Registrar is responsible for registering trade unions under the Trade Unions Act, 1926. The Registrar will register a trade union if it complies with the requirements regarding membership, rules, and other particulars outlined in the Act. The Registrar can cancel a trade union's registration if it was obtained by fraud, the trade union ceases to exist, or violates provisions of the Act. An aggrieved person can appeal the Registrar's decision to refuse or cancel registration to the appropriate appellate court.
New Desisting norms SEBI notified 25th march 2015 GAURAV KR SHARMA
The document summarizes amendments made to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. Key changes include: requiring additional disclosures and due diligence for delisting proposals; restricting trading by promoters/acquirers prior to and during delisting; revising timelines and processes for delisting offers; and modifying requirements for determining the success of a delisting offer. The amendments aim to improve transparency and protect investor interests in delisting of equity shares from stock exchanges in India.
The Trade Unions Act of 1926 provides for the registration of trade unions in India to enable them to participate in collective bargaining. It confers certain protections and privileges on registered unions. The Act applies to all unions of workers and employers' associations across India. It establishes procedures for registration with the Registrar of Trade Unions and requirements unions must meet, such as record keeping and financial reporting. Registered unions gain legal protections and abilities to hold property, enter contracts, and sue or be sued as a body corporate.
The Trade Unions Act, 1926 provides the legal framework for the registration of trade unions in India. Some key points:
1) Before this act, trade union activities were considered unlawful but this act was passed to protect bona fide trade union activities.
2) It establishes procedures for registering trade unions with registrars appointed by state governments. Registered trade unions are provided certain legal protections.
3) The act defines important terms like "trade union", "workman", sets rules for maintenance of funds, and provides immunity from civil suits for registered trade unions involved in trade disputes.
4) It has been amended several times since introduction to update definitions and processes for unions to follow.
The document discusses the Trade Unions Act of 1926 in India. Some key points:
- The Act provides for the registration of trade unions and defines the law relating to registered trade unions. It aims to regulate relations between workers and employers.
- A trade union is defined as any combination of workers or employers formed to regulate their relations. It can include federations of multiple trade unions.
- To register, a trade union must have at least 7 members and apply to the Registrar. The Registrar will register it and maintain records. A registered trade union is a corporate body that can own property.
- The Act provides various protections and immunities to registered trade unions, such as
The document discusses key aspects of registering a trade union under the Trade Unions Act of 1926 in India. It defines important terms like trade union, trade dispute, and registrar. It outlines the process for registering a trade union including submitting an application with details of members and rules to the registrar. It specifies certain required provisions to be included in the trade union rules. If satisfied, the registrar will register the trade union and issue a certificate of registration. The registration can later be cancelled if the trade union violates provisions of the Act.
The document summarizes key aspects of the Trade Organizations Act (TOA) and Trade Organizations Rules (TOR) of 2013 in Pakistan. It defines terms like "small traders", "small industry", and "trade organizations". It outlines membership requirements, election procedures, reporting requirements, and the organizational structure of trade federations established under the Act. It also describes powers of regulatory authorities to enter and search premises, and the establishment of a Trade Organizations Fund.
This document discusses labor laws and procedures for disciplinary action against employees in India. It begins by categorizing Indian labor laws into areas like industrial relations, wages, specific industries, and social security. It then focuses on laws related to industrial relations, specifically the Trade Unions Act of 1926. The document outlines the code of conduct and principles for disciplinary procedures, including preliminary inquiries, charge sheets, domestic inquiries, reports, show cause notices, and potential punishments. It emphasizes that natural justice and due process principles must be followed in any disciplinary actions.
An organized association of workers in a trade, group of trades, or profession, formed to protect and further their rights and interests. The law relating to the registration and protection of the trade unions is contained in the trade unions act, 1926 which came into force with effect from 1st June 1927.
The document defines several new key concepts introduced in the 2013 Companies Act of India. It discusses new types of companies like one-person companies and changes to the definitions of private and small companies. It also covers new roles like independent directors and promoters. New requirements around consolidated financial statements, mandatory auditor rotation, and secretarial standards are introduced. The roles of regulatory authorities like the National Company Law Tribunal are also discussed.
The document discusses proposed amendments to the Indian Constitution regarding the regulation of cooperative societies. Key points:
1. The proposed bill aimed to insert new provisions regulating cooperative societies, including capping board member numbers and terms.
2. State governments would be allowed to co-opt up to two nominees to cooperative society boards and define penalties for certain cooperative society offenses.
3. Revisions were recommended following a committee review, including placing cooperative provisions elsewhere in the Constitution instead of with local governance and prohibiting board supersessions when government shareholding is under 51%.
To be an auditor in Malaysia, one must:
1. Be a member of the Malaysian Institute of Accountants for at least 1 year and be a Chartered Accountant
2. Have at least 5 years of audit experience, including 3 years of audit work and 1 year in an audit supervisory role
An auditor can be appointed by company directors before the first annual general meeting. After that, auditors are appointed at each annual general meeting until the next one. Directors can also fill casual vacancies. Auditors can be removed by shareholder resolution with special notice, but otherwise they serve until the next AGM. If an auditor resigns, directors must call a general meeting to appoint a replacement.
1. The document summarizes key aspects of managerial remuneration as per the Companies Act 2013. It discusses the appointment and remuneration of managing directors, whole-time directors, and managers. It outlines the overall limits of managerial remuneration and the procedure for calculating profits for the purposes of remuneration. It also discusses the disclosure requirements around median remuneration of employees.
The document is a letter from Parag Basu, Deputy General Manager of SEBI, to the Managing Directors of all stock exchanges in India. It directs the stock exchanges to amend their listing agreements to replace the existing Clause 49 with a revised Clause 49 on corporate governance. It provides details on the implementation schedule and ongoing compliance requirements for listed companies. It also specifies the role of stock exchanges in monitoring compliance and reporting to SEBI.
The document is a letter from Parag Basu, Deputy General Manager of SEBI, directing all stock exchanges to amend their listing agreements by replacing the existing Clause 49 with a revised Clause 49 regarding corporate governance in listed companies. It provides details on the implementation schedule and compliance requirements for companies under the revised Clause 49.
The President of India has given its assent to the Companies (Amendment) Bill, 2019, which further amends the Companies Act, 2013 (the Act). The Companies (Amendment) Bill, 2019 has been now published in the Official Gazette on 31 July 2019 as the Companies (Amendment) Act, 2019 (the
Amendment Act).
The Amendment Act has taken into consideration the amendments that were originally notified in the Companies (Amendment) Ordinance, 2018 which was promulgated by the President on 2 November 2018, and then retained in effect through the Companies (Amendment) Ordinance Act, 2019 and the Companies (Amendment) Second Ordinance, 2019 promulgated by the President on 12 January 2019 and 21 February 2019, respectively.
Companies (Incorporation) Third Amendment Rules, 2016GAURAV KR SHARMA
The notification amends the Companies (Incorporation) Rules, 2014 to:
1. Allow a natural person to be a member of only one One Person Company.
2. Require consent from trademark owners when including their trademarks in company names.
3. Simplify document filing requirements and allow digital signatures for some documents.
4. Introduce new rules for converting unlimited liability companies to limited liability companies.
The document summarizes recent amendments made to the Companies Act 2013 regarding various compliance requirements for companies. Key points include:
- Companies must file the ACTIVE form by April 26th 2019 or face penalties, with restrictions on certain filings if marked "ACTIVE-non-compliant".
- Introduction of rules for filing commencment of business declaration using Form INC-20A within 180 days of incorporation or face penalties.
- Increased penalties for non-compliance with provisions regarding annual returns, shareholder meetings, charge creation and other filings.
- Introduction of new forms like DPT-3 for deposit reporting and DIR-3 KYC for director updates.
Taxmann’s Ultimate Best-Seller for Indirect Taxes – ‘GST Ready Reckoner', is a ready referencer for all provisions of the GST Law. It covers all important topics of GST along with relevant Case Laws, Notifications, Circulars, etc.
The Present Publication is the 15th Edition, authored by Mr. V.S. Datey & Updated till 1st February 2021. This book follows the Six-Sigma approach to achieve the benchmark of ‘zero-error’.
The book has been divided into 55 chapters in respect of all-important-provisions of GST, including the following:
•GST – An Overview
•IGST, CGST, SGST and UTGST
•Taxable Event in GST
•Supply of Goods or Services or both
•Classification of Goods and Services
•Value of Taxable Supply of Goods or Services or both
•Valuation Rules if value for GST not ascertainable
•VAT concept and its application in GST
•Input Tax Credit
•Input Tax Credit – Other Issues
•Input Tax Credit when exempted as well as taxable supplies made
•Input Service Distributor
•Persons liable to tax
•Place of supply of goods or services or both other than exports or impacts
•Place of supply in case of export or import of goods or services or both
•Exports and Imports
•Special Economic Zones and EOU
•Time of Supply of Goods and Services
•Reverse Charge
•Exemption from GST by issue of Notification
•Concession to small enterprises in GST
•Construction and Works Contract Services
•Real Estate Services relating to residential and commercial apartments
•TDR/FSI/Upfront amount in long term lease in real estate transactions
•Distributive Trade Services
•Passenger Transport Services
•Financial and related services
•Leasing or rental services and licensing services
•Software and IPR Services
•Business and production services
•Job Work
•Telecommunication, broadcasting and information supply
Community social, personal and other services
Government related activities
•Basic procedures in GST
•Registration under GST
•Tax Invoice, Credit and Debit Notes
•E-way Bill for transport of goods
•Payment of taxes by cash and through input tax credit
Returns under GST
•Assessment and Audit
•Demands and recovery
•Refund in GST
•Powers of GST Officers
•Offences and penalties
•First Appeal and revision in GST
•Appeal before Appellate Tribunal
•Appeals before High Court and Supreme Court
•Prosecution and compounding
•Provisions relating to evidence
•Electronic Commerce
•Miscellaneous issues in GST
•GST Compensation Cess
•Transitory Provisions
•Constitutional Background of GST
Also Available
[15th Edition] of Taxmann’s GST Manual with GST Law Guide & Digest of Landmark Rulings
[14th Edition] of Taxmann’s GST Tariff with GST Rate Reckoner
[10th Edition] of Taxmann’s GST How to Meet Your Obligations
[2nd Edition] of Taxmann’s GST Case Laws Digest (A Section-wise Case Book of 1,900+ Judgements)
Taxmann's GST Tariff with GST Rate Reckoner (Set of 2 Volumes)Taxmann
Taxmann’s GST Tariff contains GST Tariff for Goods and Services. It provides HSN-wise and SAC-wise Tariff of all the Goods and Services.
The Present Publication is the 14th Edition, authored by Taxmann’s Editorial Board, is amended up to 1st February 2021, with the following noteworthy features:
Taxmann's series of Bestseller Books on GST Tariff
Follows the six-sigma approach, to achieve the benchmark of 'zero error'
The Present Publication is published in two volumes & divided into 6 divisions, which are listed as follows:
•GST Tariff for Goods with HSN Code
Rates Specified in other Acts
•GST Rate Reckoner for Goods/Commodity Index
•GST Tariff for Services
Services Index
•GST Tariff Notifications (Rate of Tax and Exemptions)
The details coverage of the book is as follows:
•GST Tariff for Goods with HSN Code
•Arrangement of Chapters
•GST Tariff for Goods with HSN Code
•General Rules for the Interpretation of this schedule
•Rates Specified in other Acts
•Rates specified in Central Excise Act
•National Calamity Contingent Duty
•Additional Duty on Tobacco
•Additional Duty on Motor Spirit (Petrol)
•Additional Duty on High Speed Diesel Oil
•Special Additional Excise Duty on Motor Spirit and High Speed Diesel Oil
•Road & Infrastructure Cess
•Agriculture Infrastructure and Development Cess
•GST Rate Reckoner for Goods/Commodity Index
•GST Tariff for Services
•Arrangement of Services
•Central Goods & Services Tax/State Goods & Service Tax Tariff for Services
•Integrated Goods & Services Tax Tariff for Services
•Compensation Cess
•Rate of Tax and Exemption Notifications for Services
•Reverse Charge in case of intra-State supplies of services
•Reverse Charge in case of inter-State supplies of services
•Notified categories of services the tax on intra-State/inter-State supplies of which shall be paid by electronic commerce operator
•No refund of unutilised Input Tax Credit
•Notified registered persons who shall pay tax on reverse charge basis on certain specified supplies of goods or services or both received from an unregistered supplier
•Notified rate of tax to be levied on specified first intra-State supplies of goods or services
•Latest Clarifications
•Latest Case Laws
•Explanatory Notes
•Services Index
•GST Tariff Notifications (Rate of Tax and Exemptions)
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This notification outlines new rules related to the appointment and qualifications of directors of companies in India as per the Companies Act of 2013. Some key points include:
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The document discusses the composition and requirements for the Nomination and Remuneration Committee according to the Companies Act 2013 and SEBI regulations. It notes some potential contradictions between the Act, which requires the committee for all listed companies, and Clause 49 of listing agreements, which provides some exemptions. Specifically, it examines whether the Act takes precedence over Clause 49. It also outlines penalties for non-compliance with the Act's provisions for this committee.
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In consideration of the recent amendment brought forth by S.R.O. 627(I)/2023, the Companies (General Provisions and Forms) Regulations, 2018, has been amended to include Regulation 20A. This regulation outlines the powers and limitations related to capital expenditure on any single item or dispose of a fixed asset. The amendment categorizes companies into public interest, large, medium, and small-sized, each with specific limits for capital expenditure and disposal of fixed assets. Additionally, the amendment allows for the formation of a committee, comprising at least one director, to approve expenditures within specified limits, subject to the submission of a bi-annual post facto report.
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The Companies Amendment Act, 2017 was passed by the Rajya Sabha in December 2017 and received presidential assent in January 2018. The amendments will come into force on dates notified by the Ministry of Corporate Affairs. This article summarizes the key amendments made to section 2, which defines terms used in the Act. Some of the important changes include expanding the definition of "associate company", including cost accountants in practice in the definition of "cost accountant", and increasing the limits for paid-up capital and turnover to qualify as a small company.
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The complex relationship between human activities and the environment has been the focus
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significant role in maintaining the ecological equilibrium of our planet.Land serves as the foundation for all human activities and provides the necessary materials for
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'Land uses,' which are determined by both human activities and the physical characteristics of the
land.
The utilization of land is impacted by human needs and environmental factors. In countries
like India, rapid population growth and the emphasis on extensive resource exploitation can lead
to significant land degradation, adversely affecting the region's land cover.
Therefore, human intervention has significantly influenced land use patterns over many
centuries, evolving its structure over time and space. In the present era, these changes have
accelerated due to factors such as agriculture and urbanization. Information regarding land use and
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providing crucial environmental data for scientific, resource management, policy purposes, and
diverse human activities.
Accurate understanding of land use and cover is imperative for the development planning
of any area. Consequently, a wide range of professionals, including earth system scientists, land
and water managers, and urban planners, are interested in obtaining data on land use and cover
changes, conversion trends, and other related patterns. The spatial dimensions of land use and
cover support policymakers and scientists in making well-informed decisions, as alterations in
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help of Advanced technologies like Remote Sensing and Geographic Information Systems is
crucial for coordinated efforts across different administrative levels. Advanced technologies like
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9
Changes in vegetation cover refer to variations in the distribution, composition, and overall
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1. 1
THE GAZETTE OF INDIA
EXTRAORDINARY
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, MAY 9, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 9th May, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018
No. SEBI/LAD-NRO/GN/2018/10. ─ In exercise of the powers conferred by section 11, sub
section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992
(15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956),
the Securities and Exchange Board of India hereby makes the following regulations to further
amend the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, namely -
1. These regulations may be called the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.
2. Save as otherwise specifically provided for in these regulations, they shall come into force
with effect from April 1, 2019.
2. 2
3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, -
(a) in regulation (2), in sub-regulation (1), in clause (zb), -
i. the following proviso shall be inserted after the definition and before the
existing proviso, namely, -
“Provided that any person or entity belonging to the promoter or promoter
group of the listed entity and holding 20% or more of shareholding in the listed
entity shall be deemed to be a related party.”
ii. in the existing proviso, which shall be renumbered as the second proviso, the
word “further” shall be inserted after the word “Provided” and before the word
“that”.
(b) in regulation 15, in sub-regulation (2) as well as in the proviso to clause (b) of sub-
regulation (2), the figure “17A” shall be inserted after the figure “17” and the figure “24A”
be inserted after the figure “24”.
(c) in regulation (16), in sub-regulation (1), -
i. in clause (b), -
1. in sub-clause (ii), the words “or member of the promoter group of the
listed entity” shall be inserted after the words “associate company”.
2. after the existing sub-clause (vii), the following new sub-clause shall
be inserted, namely,-
3. 3
“(viii) who is not a non-independent director of another company on
the board of which any non-independent director of the listed entity is
an independent director:”
The aforesaid amendments mentioned in clause (i) shall come into force
with effect from October 1, 2018.
ii. in clause (c), the word “twenty” shall be substituted with the word “ten”.
iii. in clause (d), the words “executive directors, including all functional heads”
shall be substituted with the following –
“chief executive officer/managing director/whole time director/manager
(including chief executive officer/manager, in case they are not part of the
board) and shall specifically include company secretary and chief financial
officer:”
(d) in regulation 17, -
i. in sub-regulation (1), -
1. in clause (a), the following proviso and explanation shall be inserted-
“Provided that the Board of directors of the top 500 listed entities shall
have at least one independent woman director by April 1, 2019 and the
Board of directors of the top 1000 listed entities shall have at least one
independent woman director by April 1, 2020;
Explanation: The top 500 and 1000 entities shall be determined on the
basis of market capitalisation, as at the end of the immediate previous
financial year.”
4. 4
2. after the existing clause (b), the following new clause shall be inserted,
namely,-
“(c) The board of directors of the top 1000 listed entities (with effect
from April 1, 2019) and the top 2000 listed entities (with effect from
April 1, 2020) shall comprise of not less than six directors.
Explanation: The top 1000 and 2000 entities shall be determined on the
basis of market capitalisation as at the end of the immediate previous
financial year.”
ii. after the existing sub-regulation (1), the following new sub-regulation shall be
inserted, namely,-
“(1A) No listed entity shall appoint a person or continue the directorship of any
person as a non-executive director who has attained the age of seventy five
years unless a special resolution is passed to that effect, in which case the
explanatory statement annexed to the notice for such motion shall indicate the
justification for appointing such a person.”
iii. after the newly inserted sub-regulation (1A) as above, the following new sub-
regulation shall be inserted, namely, -
“(1B). With effect from April 1, 2020, the top 500 listed entities shall ensure
that the Chairperson of the board of such listed entity shall -
(a) be a non-executive director;
(b) not be related to the Managing Director or the Chief Executive Officer
as per the definition of the term “relative” defined under the Companies Act,
2013:
5. 5
Provided that this sub-regulation shall not be applicable to the listed entities
which do not have any identifiable promoters as per the shareholding pattern
filed with stock exchanges.
Explanation - The top 500 entities shall be determined on the basis of market
capitalisation, as at the end of the immediate previous financial year.”
iv. after the existing sub-regulation (2), the following new sub-regulation shall be
inserted, namely, -
“(2A) The quorum for every meeting of the board of directors of the top 1000
listed entities with effect from April 1, 2019 and of the top 2000 listed entities
with effect from April 1, 2020 shall be one-third of its total strength or three
directors, whichever is higher, including at least one independent director ;
Explanation I – For removal of doubts, it is clarified that the participation of the
directors by video conferencing or by other audio-visual means shall also be
counted for the purposes of such quorum.
Explanation II - The top 1000 and 2000 entities shall be determined on the basis
of market capitalisation, as at the end of the immediate previous financial year.”
v. in sub-regulation (6), -
1. after clause (c), the following new sub-clause shall be inserted, namely,-
“(ca) The approval of shareholders by special resolution shall be
obtained every year, in which the annual remuneration payable to a
single non-executive director exceeds fifty per cent of the total annual
remuneration payable to all non-executive directors, giving details of
the remuneration thereof.”
6. 6
2. after the existing clause (d), the following new clause shall be inserted,
namely,-
“(e) The fees or compensation payable to executive directors who are
promoters or members of the promoter group, shall be subject to the
approval of the shareholders by special resolution in general meeting,
if-
(i) the annual remuneration payable to such executive
director exceeds rupees 5 crore or 2.5 per cent of the net
profits of the listed entity, whichever is higher; or
(ii) where there is more than one such director, the aggregate
annual remuneration to such directors exceeds 5 per cent of
the net profits of the listed entity:
Provided that the approval of the shareholders under
this provision shall be valid only till the expiry of the term
of such director.
Explanation: For the purposes of this clause, net profits shall
be calculated as per section 198 of the Companies Act,
2013.”
vi. the sub-regulation (10) shall be substituted with the following, namely, -
“(10) The evaluation of independent directors shall be done by the entire board
of directors which shall include -
(a) performance of the directors; and
(b) fulfillment of the independence criteria as specified in these regulations
and their independence from the management:
Provided that in the above evaluation, the directors who are subject to
evaluation shall not participate.”
7. 7
vii. after the existing sub-regulation 10, the following new sub-regulation shall be
inserted, namely,-
“11. The statement to be annexed to the notice as referred to in sub-section (1)
of section 102 of the Companies Act, 2013 for each item of special business to
be transacted at a general meeting shall also set forth clearly the
recommendation of the board to the shareholders on each of the specific items.”
(e) after the existing regulation 17, the following new regulation shall be inserted, namely, -
“17A. Maximum number of directorships.
The directors of listed entities shall comply with the following conditions with respect to
the maximum number of directorships, including any alternate directorships that can be
held by them at any point of time -
(1) A person shall not be a director in more than eight listed entities with effect from April
1, 2019 and in not more than seven listed entities with effect from April 1, 2020:
Provided that a person shall not serve as an independent director in more than seven listed
entities.
(2) Notwithstanding the above, any person who is serving as a whole time director /
managing director in any listed entity shall serve as an independent director in not more
than three listed entities.
For the purpose of this sub-regulation, the count for the number of listed entities on which
a person is a director / independent director shall be only those whose equity shares are
listed on a stock exchange.”
(f) in regulation 19, -
8. 8
a. after the existing sub-regulation (2), the following new sub-regulation shall be
inserted, namely,-
“(2A) The quorum for a meeting of the nomination and remuneration committee
shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance.”
b. after the existing sub-regulation (3), the following new sub-regulation shall be
inserted, namely, -
“(3A) The nomination and remuneration committee shall meet at least once in a
year.”
(g) in regulation 20, -
a. in sub-regulation (1), for the words “the mechanism of redressal of grievances” the
words “various aspects of interest” shall be substituted.
b. after the existing sub-regulation (2), the following new sub-regulation shall be
inserted, namely, -
“(2A) At least three directors, with at least one being an independent director, shall
be members of the Committee.”
c. sub-regulation (3) shall be substituted with the following, -
“(3) The Chairperson of the Stakeholders Relationship Committee shall be present
at the annual general meetings to answer queries of the security holders.”
9. 9
d. after sub-regulation 3, the following new sub-regulation shall be inserted, namely -
“(3A) The stakeholders relationship committee shall meet at least once in a year.”
(h) in regulation 21, -
a. after the existing sub-regulation (3), the following new sub-regulation shall be
inserted, namely,-
“(3A) The risk management committee shall meet at least once in a year.”
b. in sub-regulation (4), after the words “as it may deem fit” and before the symbol
“.”, the words “such function shall specifically cover cyber security” shall be
inserted.
c. in sub-regulation (5), the figure “100” shall be substituted with the figure “500”.
(i) in regulation 23, -
a. in sub-regulation (1), the words “including clear threshold limits duly approved by
the board of directors and such policy shall be reviewed by the board of directors
at least once every three years and updated accordingly” shall be inserted after the
words “related party transactions” and before the symbol “:”.
b. after sub-regulation (1), the following new sub-regulation shall be inserted,
namely,-
“(1A) Notwithstanding the above, a transaction involving payments made to a
related party with respect to brand usage or royalty shall be considered material if
the transaction(s) to be entered into individually or taken together with previous
transactions during a financial year, exceed two percent of the annual consolidated
10. 10
turnover of the listed entity as per the last audited financial statements of the listed
entity.”
c. in sub-regulation (4), the words “the related parties shall abstain from voting on”
shall be substituted with the words “no related party shall vote to approve”.
d. in sub-regulation (7), the words “abstain from voting” shall be substituted with the
words “not vote to approve the relevant transaction”.
e. after the existing sub-regulation (8), the following new sub-regulation shall be
inserted, namely, -
“(9) The listed entity shall submit within 30 days from the date of publication of its
standalone and consolidated financial results for the half year, disclosures of related
party transactions on a consolidated basis, in the format specified in the relevant
accounting standards for annual results to the stock exchanges and publish the same
on its website.”
The amendment shall come into force with effect from the half year ending March
31, 2019.
(j) in regulation 24, -
a. the existing sub-regulation (1) shall be substituted with the following, namely, -
“(1) At least one independent director on the board of directors of the listed entity
shall be a director on the board of directors of an unlisted material subsidiary,
whether incorporated in India or not.
Explanation- For the purposes of this provision, notwithstanding anything to the
contrary contained in regulation 16, the term “material subsidiary” shall mean a
11. 11
subsidiary, whose income or net worth exceeds twenty percent of the consolidated
income or net worth respectively, of the listed entity and its subsidiaries in the
immediately preceding accounting year.”
b. in the Explanation to sub-regulation (4), the word “material” appearing after the
word “unlisted” shall be omitted.
(k) after the existing regulation 24, the following new regulation shall be inserted, namely,-
“24A. Secretarial Audit.
Every listed entity and its material unlisted subsidiaries incorporated in India shall
undertake secretarial audit and shall annex with its annual report, a secretarial audit report,
given by a company secretary in practice, in such form as may be specified with effect
from the year ended March 31, 2019.”
(l) in regulation 25, -
i. the existing sub-regulation (1) shall be substituted with the following new sub-
regulation, namely, -
“(1) No person shall be appointed or continue as an alternate director for an
independent director of a listed entity with effect from October 1, 2018.”
ii. after the existing sub-regulation 7, the following new sub-regulations shall be
inserted, namely, -
“(8) Every independent director shall, at the first meeting of the board in which he
participates as a director and thereafter at the first meeting of the board in every
financial year or whenever there is any change in the circumstances which may
affect his status as an independent director, submit a declaration that he meets the
criteria of independence as provided in clause (b) of sub-regulation (1) of
12. 12
regulation 16 and that he is not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact his ability to
discharge his duties with an objective independent judgment and without any
external influence.
(9) The board of directors of the listed entity shall take on record the declaration
and confirmation submitted by the independent director under sub-regulation (8)
after undertaking due assessment of the veracity of the same.
(10) With effect from October 1, 2018, the top 500 listed entities by market
capitalization calculated as on March 31 of the preceding financial year, shall
undertake Directors and Officers insurance (‘D and O insurance’) for all their
independent directors of such quantum and for such risks as may be determined
by its board of directors.”
(m) in regulation 29, in sub-regulation (1), in clause (f), the proviso thereto shall be omitted
with effect from October 1, 2018.
(n) in regulation 32, after the existing sub-regulation (7), the following new sub-regulation
shall be inserted, namely, -
“(7A) Where an entity has raised funds through preferential allotment or qualified
institutions placement, the listed entity shall disclose every year, the utilization of such
funds during that year in its Annual Report until such funds are fully utilized.”
(o) in regulation 33, in sub-regulation (3), -
i. in clause (b), -
a. the word ‘may’ shall be replaced with the word ‘shall’ ;
13. 13
b. the words and symbol “subject to following:” shall be substituted with the
symbol “.” ; and
c. sub-clauses (i) and (ii) shall be omitted.
ii. in clause (e), the words “or limited reviewed” shall be inserted after the words “audited”
and before the words “financial results”.
iii. after the existing clause (f), the following new clauses shall be inserted, namely, -
“(g) The listed entity shall also submit as part of its standalone and consolidated
financial results for the half year, by way of a note, statement of cash flows for the
half-year.
(h) The listed entity shall ensure that, for the purposes of quarterly consolidated
financial results, at least eighty percent of each of the consolidated revenue, assets
and profits, respectively, shall have been subject to audit or in case of unaudited
results, subjected to limited review.
(i) The listed entity shall disclose, in the results for the last quarter in the financial
year, by way of a note, the aggregate effect of material adjustments made in the
results of that quarter which pertain to earlier periods.”
(p) in regulation 33, the following new sub-regulation shall be inserted, namely, -
“(8) The statutory auditor of a listed entity shall undertake a limited review of the audit of
all the entities/ companies whose accounts are to be consolidated with the listed entity as
per AS 21 in accordance with guidelines issued by the Board on this matter.”
(q) in regulation 34, -
14. 14
i. the existing sub-regulation (1) shall be substituted with the following new sub-
regulation, namely, -
“(1) The listed entity shall submit to the stock exchange and publish on its website-
(a) a copy of the annual report sent to the shareholders along with the notice of the
annual general meeting not later than the day of commencement of dispatch to its
shareholders;
(b) in the event of any changes to the annual report, the revised copy along with the
details of and explanation for the changes shall be sent not later than 48 hours after the
annual general meeting.”
The amendment at clause (q) shall be applicable in respect of the Annual report filed
for the year ended March 31, 2019 and thereafter.
(r) in regulation 36, -
i. in sub-regulation (1), in clause (a), the words “ for the purpose” shall be
omitted and the words “either with the listed entity or with any
depository” shall be inserted.
The amendment at clause (r)(i) shall be applicable in respect of the Annual report filed
for the year ended March 31, 2019 and thereafter.
ii. after the existing sub-regulation (3), the following new sub-regulations
shall be inserted, namely, -
“(4) The disclosures made by the listed entity with immediate effect from
date of notification of these amendments-
15. 15
(a) to the stock exchanges shall be in XBRL format in accordance
with the guidelines specified by the stock exchanges from time to
time; and
(b) to the stock exchanges and on its website, shall be in a format
that allows users to find relevant information easily through a
searching tool:
Provided that the requirement to make disclosures in searchable formats
shall not apply in case there is a statutory requirement to make such
disclosures in formats which may not be searchable, such as copies of
scanned documents.
(5) The notice being sent to shareholders for an annual general meeting,
where the statutory auditor(s) is/are proposed to be appointed/re-appointed
shall include the following disclosures as a part of the explanatory statement
to the notice:
(a) Proposed fees payable to the statutory auditor(s) along with terms of
appointment and in case of a new auditor, any material change in the fee
payable to such auditor from that paid to the outgoing auditor along with
the rationale for such change;
(b) Basis of recommendation for appointment including the details in
relation to and credentials of the statutory auditor(s) proposed to be
appointed.”
(s) in regulation 44, -
(i) the title ‘Voting by shareholders’ shall be replaced with the title ‘Meetings of
shareholders and voting’ ; and
16. 16
(ii) after the existing sub-regulation (4), the following new sub-regulations (5) and (6)
shall be inserted, namely, -
“(5) The top 100 listed entities by market capitalization, determined as on March
31st
of every financial year, shall hold their annual general meetings within a period
of five months from the date of closing of the financial year.
(6) The top 100 listed entities shall provide one-way live webcast of the proceedings
of the annual general meetings.
Explanation: The top 100 entities shall be determined on the basis of market
capitalisation, as at the end of the immediate previous financial year.”
(t) in regulation 46, in sub-regulation (2), -
i. for the words “on its website”, the words “under a separate section on its
website” shall be substituted;
ii. after the existing clause (q), the following new clauses shall be inserted,
namely, -
“(r) With effect from October 1, 2018, all credit ratings obtained by the
entity for all its outstanding instruments, updated immediately as and when
there is any revision in any of the ratings.
(s) separate audited financial statements of each subsidiary of the listed
entity in respect of a relevant financial year, uploaded at least 21 days prior
to the date of the annual general meeting which has been called to inter alia
consider accounts of that financial year.”
(u) in Schedule II, -
17. 17
a. in Part C, in clause A, after the existing sub-clause (20), the following new sub-
clause shall be inserted, namely, -
“(21) reviewing the utilization of loans and/ or advances from/investment by the
holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset
size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision.”
b. in Part D, -
i. in clause A, after the existing sub-clause (5), the following new sub-clause
shall be inserted, namely, -
“(6) recommend to the board, all remuneration, in whatever form, payable
to senior management.”
ii. the contents under clause B shall be substituted with the following new
provisions, namely, -
“The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity
including complaints related to transfer/transmission of shares, non-receipt
of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by
shareholders.
(3) Review of adherence to the service standards adopted by the listed
entity in respect of various services being rendered by the Registrar & Share
Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed
entity for reducing the quantum of unclaimed dividends and ensuring timely
18. 18
receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the company.”
c. in Part E, clause D shall be omitted.
The amendment in clause c. above shall come into effect from April 1, 2020.
(v) in Schedule III, in Part A, under the Clause A dealing with ‘Events which shall be disclosed
without any application of the guidelines for materiality as specified in sub-regulation (4)
of Regulation (30)’, after the existing sub-clause 7, the following new sub-clauses shall be
inserted, namely, -
“(7A) In case of resignation of the auditor of the listed entity, detailed reasons for
resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities
to the stock exchanges as soon as possible but not later than twenty four hours of receipt
of such reasons from the auditor.
(7B) Resignation of auditor including reasons for resignation: In case of resignation of an
independent director of the listed entity, within seven days from the date of resignation, the
following disclosures shall be made to the stock exchanges by the listed entities:
i. Detailed reasons for the resignation of independent directors as given by the said
director shall be disclosed by the listed entities to the stock exchanges.
ii. The independent director shall, along with the detailed reasons, also provide a
confirmation that there is no other material reasons other than those provided.
iii. The confirmation as provided by the independent director above shall also be
disclosed by the listed entities to the stock exchanges along with the detailed reasons
as specified in sub-clause (i) above.”
(w)in Schedule IV, in Part A, in clause BB, the existing sub-clauses (i) and (ii) thereunder shall
be substituted with the following, namely,-
19. 19
“i. The management shall mandatorily make an estimate which the auditor shall review
and report accordingly.
ii. Notwithstanding the above, the management may be permitted to not provide estimate
on matters like going concerns or sub-judice matters; in which case, the management shall
provide the reasons and the auditor shall review the same and report accordingly.”
(x) in Schedule V, -
a. in Part A dealing with ‘Related Party Disclosure’, after the existing clause 2, the
following new clause shall be inserted, namely,-
“(2A) Disclosures of transactions of the listed entity with any person or entity
belonging to the promoter/promoter group which hold(s) 10% or more shareholding
in the listed entity, in the format prescribed in the relevant accounting standards for
annual results.”
b. in Part B dealing with ‘Management Discussion and Analysis’, in clause 1, after
the existing sub-clause (h), the following new sub-clauses shall be inserted,
namely,-
“(i) details of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, along with detailed
explanations therefor, including:
(i) Debtors Turnover
(ii) Inventory Turnover
(iii) Interest Coverage Ratio
(iv) Current Ratio
(v) Debt Equity Ratio
(vi) Operating Profit Margin (%)
(vii) Net Profit Margin (%)
or sector-specific equivalent ratios, as applicable.
20. 20
(j) details of any change in Return on Net Worth as compared to the immediately
previous financial year along with a detailed explanation thereof.”
c. in Part C dealing with ‘Corporate Governance Report’, -
i. in clause (2), -
1. in sub-clause (c), after the word “chairperson”, the symbol and words
“, and with effect from the Annual Report for the year ended 31st
March 2019, including separately the names of the listed entities where
the person is a director and the category of directorship” shall be
inserted.
2. after the existing sub-clause (g), the following new sub-clauses shall
be inserted, namely, -
“(h) A chart or a matrix setting out the skills/expertise/competence of
the board of directors specifying the following:
(i) With effect from the financial year ending March 31, 2019,
the list of core skills/expertise/competencies identified by
the board of directors as required in the context of its
business(es) and sector(s) for it to function effectively and
those actually available with the board; and
(ii) With effect from the financial year ended March 31, 2020,
the names of directors who have such skills / expertise /
competence
(i) confirmation that in the opinion of the board, the independent
directors fulfill the conditions specified in these regulations and are
independent of the management.
21. 21
(j) detailed reasons for the resignation of an independent director who
resigns before the expiry of his tenure along with a confirmation by
such director that there are no other material reasons other than those
provided.”
ii. in clause (9), after the existing sub-clause (p), the following new sub-
clause shall be inserted, namely, -
“q) list of all credit ratings obtained by the entity along with any revisions
thereto during the relevant financial year, for all debt instruments of such
entity or any fixed deposit programme or any scheme or proposal of the
listed entity involving mobilization of funds, whether in India or abroad.”
iii. in clause (10), after the existing sub-clause (g), the following new sub-
clauses shall be inserted, namely, -
“(h) Details of utilization of funds raised through preferential allotment or
qualified institutions placement as specified under Regulation 32 (7A).
(i) a certificate from a company secretary in practice that none of the
directors on the board of the company have been debarred or disqualified
from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority.
(j) where the board had not accepted any recommendation of any
committee of the board which is mandatorily required, in the relevant
financial year, the same to be disclosed along with reasons thereof:
Provided that the clause shall only apply where recommendation of /
submission by the committee is required for the approval of the Board of
22. 22
Directors and shall not apply where prior approval of the relevant
committee is required for undertaking any transaction under these
Regulations.
(k) total fees for all services paid by the listed entity and its subsidiaries,
on a consolidated basis, to the statutory auditor and all entities in the
network firm/network entity of which the statutory auditor is a part.”
Save as specified otherwise, the amendments to Schedule V shall be applicable in respect
of Annual reports filed for the year ended March 31, 2019 and thereafter.
Sd/-
AJAY TYAGI
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
Footnote:
1. The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 were published in the Gazette of India on 2nd
September 2015 vide No. SEBI/LAD-NRO/GN/2015-16/013.
2. The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, were subsequently amended on:
a) December 22, 2015 by the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2015 vide notification no.
SEBI/LAD-NRO/GN/2015-16/27.
b) May 25, 2016 by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2016 vide notification no.
SEBI/LAD-NRO/GN/ 2016-17/001.
23. 23
c) July 08, 2016 by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Second Amendment) Regulations, 2016 vide
notification no. SEBI/ LAD-NRO/GN/2016-17/008.
d) January 4, 2017 by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations, 2016 vide
notification no. SEBI/ LAD-NRO/GN/2016-17/025.
e) February 15, 2017 by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2017 vide notification
no. SEBI/LAD/NRO/GN/2016-17/029.
f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and
Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-
NRO/GN/2016- 17/037 read with March 29, 2017 by Securities and Exchange Board
of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide
notification no. SEBI/LAD/NRO/GN/2016-17/38.
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