SEBI LODR - PEER REVIEW & RECONCILIATION OF SHARE CAPITAL

1. 1

2. PEER REVIEW
&
RECONCILIATION OF SHARE
CAPITAL
Disclosure of Material Events

3. It is the reconciliation of total shares of a company held in NSDL, CDSL by the
shareholders with the total admitted, issued and listed capital.
3
CONCEPT

4. 4
RECONCILIATION
OF SHARE
CAPITAL

5. PAPER-1
Maximum marks for each right answer (1M)
For each wrong answer (0.5M) negative mark
RECONCILIATION & SHARE CAPITAL AUDIT REPORT
5
Let’s Recap

6. 1. Reconciliation of Share capital audit report is a
requirement of?
a. SEBI (LODR) (Listing Obligations and Disclosure Requirement)
Regulations 2015
b. Depositories and Participants Regulations SEBI (Depositories and
Participants)Regulations, 2018
c. Both a&b
d. Securities Contract Regulation Act 1956
6
PART-A

7. 2. Reconciliation of Share capital audit report can
be issued by?
I. By Company Secretary in Practice
II. By qualified Charted Accountant
III. By a Cost Accountant
a) I only
b) I&II only
c) I&III only
d) I,II,III
7

8. • Regulation 76 of the SEBI (Depositories and Participants) Regulations,2018,
provides that every issuer shall submit audit report on a quarterly basis to the
concerned stock exchanges audited by practicing Company Secretary or a
qualified Chartered Accountant, or a practicing Cost Accountant for the purpose of
reconciliation of the total issued capital, listed capital and capital held by
depositories in dematerialized form. The details of changes in share capital during
the quarter and the in-principle approval obtained by the issuer from all the stock
exchanges where it is listed in respect of such further issued capital
8
REGULATORY ASPECTS

9. REGULATORY ASPECTS
9
Sub-regulation (2) lays down that the audit report under sub regulation (1) shall also
give the updated status of the register of members of the issuer and confirm that
security have been dematerialized as per requests within 21 days from the date of
receipt of request by the issuer and where the dematerialization has not been
affected within the said stipulated period, the report shall disclose the reasons for
such delay.
Further, sub-regulation (3) provides that the issuer shall immediately bring to the
notice of the depositories and the stock exchanges, any difference observed in its
issued, listed, and the capital held by depositories in dematerialized form.

10. 1. Reconciliation of Share capital audit report is a
requirement of?
a. SEBI (LODR) (Listing Obligations and Disclosure Requirement)
Regulations 2015
b. Depositories and Participants Regulations SEBI (Depositories and
Participants)Regulations, 2018
c. Both a&b
d. Securities Contract Regulation Act 1956
Answer ‘b’
10

11. 2. Reconciliation of Share capital audit report can
be issued by?
I. By Company Secretary in Practice only
II. By qualified Charted Accountant
III. By a Cost Accountant
a) I only
b) I&II only
c) I&III only
d) I,II,III
Answer ‘d’
11

12. What to be reconciliation or how to be reconciliation

13. 3. The scope of this report is for the Reconciliation?
I. Total issued capital
II. Total paid up capital
III. Total listed capital
IV. Total admitted capital with both the Depositories
a. I only
b. II&III only
c. II&III only
d. I,II,III,IV
13

14. 4. Reconciliation capital audit is relating to the updation of?
i. Updation of register of members
ii. Registration of share transfer
iii. Demat accounts
iv. Register of shareholders
a. i only
b. ii & iv only
c. i & ii only
d. I, ii, iii & iv
14

15. • The scope of the certificate would comprise the following:
a. Reconciliation of
• Total issued capital
• Total paid-up capital
• Total listed capital
• Total admitted capital with both the Depositories
b. Updation of Register of Members (ROM).
c. Confirmation of dematerialization requests within 15 days.
d. Shares pending confirmation for more than 15 days from the date of requests
and reasons for delay, if any.
e. Furnishing, de merger, etc.)
f. Confirmation as to whether in-principle approval for listing in respect of all further
issues have been received from all stock exchanges where the securities of the
company are listed.
15
SCOPE OF CERTIFICATE

16. 3. The scope of this report is for the Reconciliation?
I. Total issued capital
II. Total paid up capital
III. Total listed capital
IV. Total admitted capital with both the Depositories
a. I only
b. II&III only
c. II&III only
d. I,II,III,IV
Answer is ‘d’
16

17. 4. Reconciliation capital audit is relating to the updation of?
i. Updation of register of members
ii. Registration of share transfer
iii. Demat accounts
iv. Register of shareholders
a. i only
b. ii & iv only
c. i & ii only
d. I, ii, iii & iv
answer ‘a’
17

18. 5. Which of the following is out of the purview of reconciliation capital audit?
(i) Whether Registrar to an Issues (RTA) Certificate with SEBI is renewed or not
(ii) Whether there is any delay/defect with registrar in completing demat work.
(iii) Whether any intimation is due to be given to Stock Exchanges, depositories ?
(iv) Whether certificates received for demat have been destroyed after confirming demat requests ?
(v) Whether any wrong confirmation of demat requests is given; if so financial impact of such errors.
a. i only
b. ii only
c. i,ii,iii,iv,v
d. None
18

19. (i) Whether Registrar to an Issues (RTA) Certificate with SEBI is renewed or not ?
(ii) Whether there is any delay/defect with registrar in completing demat work.
(iii) Whether any intimation is due to be given to Stock Exchanges, depositories ?
(iv) Whether certificates received for demat have been destroyed after confirming
demat requests ?
(v) Whether any wrong confirmation of demat requests is given; if so financial
impact of such errors.
19
CHECKLIST FOR PCS

20. 5. Which of the following is out of the purview of reconciliation capital audit?
(i) Whether Registrar to an Issues (RTA) Certificate with SEBI is renewed or not
(ii) Whether there is any delay/defect with registrar in completing demat work.
(iii) Whether any intimation is due to be given to Stock Exchanges, depositories ?
(iv) Whether certificates received for demat have been destroyed after confirming demat requests ?
(v) Whether any wrong confirmation of demat requests is given; if so financial impact of such errors.
a. i only
b. ii only
c. i,ii,iii,iv,v
d. None
Answer is ‘d’
20

21. How to share defects with peers?

22. 1. Find out the defects in this model RSCA report?
XYZ Listed company , which admitted under section 7 of Insolvency Bankruptcy
code 2016 the interim resolution professional, immediately after his appointment, he
informed the board of directors their powers are suspended, however he informed
CS, and CFO and other employes continue their job, he assured that the payment of
salaries on time, there afterwards admitted for CIRP on October 7th 2022, he
continued his duties as a resolution professional and submitted the following report
to the stock exchange identify defects and deviations as peer review auditor, for the
report signed by practicing company secretary, and give suggestions/guidance if any
22
PART- B

23. 23

24. 24
PART-II
OTHER IMPORTANT POINTS

25. • Maintenance by the Company Secretary in Practice providing
certification services the following:
– Register of attestation/certification of Annual return and reconciliation of
capital carried out in a year (register in accordance with institute guidelines)
– Copies of all relevant papers and documents obtained from the company for
the purpose of annual return & share capital reconciliation certification
25

26. SEBI LODR REGULATIONS 2015

27. SEBI
(Listing Obligations and
Disclosure Requirements)
Regulations, 2015
(LODR)
27

28. Introduction & Applicability
SEBI has notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations (“LODR” or “Listing
Regulations”) on Sep 02, 2015 - effective December 1.
 Provisions related to ordinary resolution for approval of all material RPT and
 reclassification of Promoters as public shareholders as prescribed in Regulation 31A have been made
applicable with immediate effect
The LODR is the consolidation of the compliance requirements by every listed entity into one single document
across various types of securities listed on SE.
 Regulation consists of 11 Chapters and 10 Schedules.
 For operationalizing certain sections, SEBI is issuing separate circulars
 Shortened version of Listing Agreement has been notified - required to be executed by ALL listed companies
within 6 months.
 Single LA to be signed for multiple type of securities listed at exchanges

29. Let’s Recap

30. PAPER-II
Maximum marks for each right answer (1M)
For each wrong answer (0.5M) negative mark
SEBI (LISTING OBLIGATIONS & DISCLOSURE RREQUIREMENTS)
30
Let’s Recap

31. 1. SEBI LODR is applicable for ?
I. Indian Depository receipts
II. Perpetual debt instruments
III. Securitized Debt Instruments
a. I Only
b. I&II Only
c. II&III Only
d. All of the above
31
PART-A

32. The main features of LODR are as follows:
Chapter I – Covers Definitions
Chapter II – Provides principles for periodic disclosures by listed entities and incorporates the principles for corporate governance. In the event of the
absence of specific requirements or ambiguity, these principles would serve to guide the listed entities.
Chapter III – Contains common obligations applicable to all listed entities.
Chapter IV – Obligations of listed entity which has listed its specified securities i.e. (a) equity shares and (b) convertible securities
Chapter V – Obligation of listed entities which has listed its (a) non-convertible debt securities; or (b) non-convertible redeemable preference shares
or both
Chapter VI – Obligation of Listed entities which has listed its specified securities and (a) non-convertible debt securities; or (b) non-convertible
redeemable preference shares or both
Chapter VII – Obligation of listed entity which has its IDR listed
Chapter VIII – Obligation of listed entity which has its Securitized Debt Instruments listed.
Chapter IX – Obligation of listed entity which has its Mutual Fund Units listed.
Chapter X and XI - Obligations of stock exchanges to monitor compliance or adequacy / accuracy of compliance with provisions of these regulations
and to take action for non-compliance. Provisions in case of default

33. Applicability
Specified securities listed on main board or SME Exchange or Institutional Trading
Platform (ITP);
Non-convertible debt securities, non-convertible redeemable preference shares,
perpetual debt instrument, perpetual non-cumulative preference shares
Indian depository receipts (IDRs)
Securitised debt instruments;
Units issued by mutual funds;
Any other securities as may be specified by SEBI.
APPLICABILITY OF THE REGULATIONS

34. 1. SEBI LODR is applicable for ?
I. Indian Depository receipts
II. Perpetual debt instruments
III. Securitized Debt Instruments
a. I Only
b. I &II Only
c. II&III Only
d. All of the above
Answer ‘d’
34

35. 2. IDENTIFY THE COMMITTEES UNDER SEBI LODR?
I. Audit Committee & Risk Management Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship
IV. Corporate Social Responsibility Committee
a. I only
b. I and II only
c. I,II & III
d. IV only
35

36. Committees
Audit Committee
(Regulation 18)
Stakeholders
Relationship
Committee
(Regulation 20)
Risk Management
Committee
(Regulation 21)
Nomination and
Remuneration
committee
(Regulation 19)
COMMITTEES

37. 2. IDENTIFY THE COMMITTEES UNDER SEBI LODR?
I. Audit Committee & Risk Management Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship
IV. Corporate Social Responsibility Committee
a. I only
b. I and II only
c. I,II & III
d. IV only
Answer c
37

38. POLICIES

39. What is your Business Policy?

40. 3. WHAT ARE THE POLICIES OF SEBI LODR?
I. Policy on price sensitive information
II. Policy on Anti corruption
III. Whistle Blower policy
IV. Policy on materiality of related party transactions
a) I only
b) I and II only
c) I,III,IV
d) III,IV
40

41. Regulation 46 (2) (e)
Whistle Blower Policy
Regulation 9
Policy, relating to the remuneration of the
directors, keys managerial personnel and
other employees
Part- D, Schedule II (3)
Policy on Board diversity
Explanation to
Regulation 16 (1) (b)
(c)
Policy for determining ‘material’ subsidiaries
Policy on materiality of related party
transactions Regulation 23 (1)
Regulation 23 (1)
Policy on dealing with Related Party
Transactions
Regulation 4 (2) (f)
Risk Policy
Policy on Preservation of Documents
Part- D, Schedule II (1)
POLICIES

42. 3. WHAT ARE THE POLICIES OF SEBI LODR?
I. Policy on price sensitive information
II. Policy on Anti corruption
III. Whistle Blower policy
IV. Policy on materiality of related party transactions
a) I only
b) I and II only
c) I,III,IV
d) III,IV
Answer ‘d’
42

43. Disclosure

44. A listed entity is required to disclose “material events” to Stock Exchanges in a
time bound manner
Material Events
Deemed Material Events Criteria based Material Events
The listed entity shall frame a
policy for determination of
materiality, based on criteria
specified in this sub-regulation, duly
approved by its board of directors,
which shall be disclosed on its
website
Events specified in Para A of Part A
of Schedule III are deemed to be
material events
Disclosure made to Stock Exchanges under regulation 30 shall also be disclosed on the website
of the listed entity for a minimum period of 5 years
The listed entity shall disclose all events or information
with respect to subsidiaries which are material for the listed entity
|45
Disclosure of Material Events

45. 4. The disclosures on the company website of the listed
entity to be maintained for a minimum period of?
a) 8 years
b) 5 years
c) 3 years
d) 1 year
45

46. 4. The disclosures on the company website of the listed
entity to be maintained for a minimum period of?
a) 8 years
b) 5 years
c) 3 years
d) 1 year
Answer is ‘b’
46

47. COMPLIANCES

48. How to comply financial year targets?

49. 5. Find the odd one out so far as irrespective of SEBI LODR?
I. One-time Compliances
II. Quarterly Compliances
III. Half yearly Compliances
IV. Yearly Compliances
V. Event based Compliances
a. I only
b. I & III only
c. I, II, III & IV
d. V only
49

50. Regulation Particulars
6(1) A listed entity shall appoint a Company Secretary as the Compliance Officer
7(1) The listed entity shall appoint a share transfer agent or Category II share
transfer agent registration
9 The listed entity shall have a policy for preservation of documents, approved
by its Board of Directors.
26 Constitution of Committees
 Audit Committee (Regulation 18)
 Nomination and Remuneration Committee (Regulation 19)
 Stakeholder Relationship Committee (Regulation 20)
 Risk Management Committee (Regulation 21)
 Vigil Mechanism (Regulation 21)
COMPLIANCES UNDER SEBI (LODR), 2015
One Time Compliances

51. QUARTERLY COMPLIANCES
Regulation Particulars Time Limit
13(3) The listed entity shall file with the recognised stock
exchange, a statement giving the number of investor
complaints pending at the beginning of the quarter,
those received during the quarter, disposed of during
the quarter and those remaining unresolved at the end
of the quarter
Within 21 days from end
of quarter
27 The listed entity shall submit a quarterly compliance
report on corporate governance in the format as
specified by SEBI from time to time to the recognized
stock exchange(s)
within 15 days from close
of the quarter
31(1))(b) The listed entity shall submit to the stock exchange(s)
a statement showing holding of securities and
shareholding pattern separately for each class of
securities, in the format specified by SEBI from time
to time
within 21 days from the
end of each quarter
32(1) The listed entity shall submit to the stock exchange a
statement of deviation or variation
within 21 days from the
end of each quarter
33(3) The listed entity shall submit quarterly and year-to-
date financial results to the stock exchange
within forty-five days of
end of each quarter, other
than the last quarter.
COMPLIANCES

52. HALF YEARLY COMPLIANCES
Regulation Particulars Time Limit
7(3) The listed entity shall submit a compliance certificate
to the exchange, duly signed by both the compliance
officer of the listed entity and the authorised
representative of the share transfer agent
Within one month of end
of each half of the
financial year.
40(9) The listed entity shall ensure that the share transfer
agent and/or the in-house share transfer facility, as the
case may be, produces a certificate from a practicing
company secretary
within one month of the
end of each half of the
financial year

53. Yearly Compliances
Regulation Particulars Time Limit
14 The listed entity shall pay all such fees or charges, as
applicable, to the recognised stock exchange(s), in the
manner specified by SEBI or the recognised stock
Exchange (s).
within 30 days of the end
of financial year
33(3) The listed entity shall submit annual audited
standalone financial results with audit report and
Statement on Impact of Audit Qualifications applicable
only for audit report with modified opinion to the stock
exchange
within 60 days from the
end of the financial year
34 The listed entity shall submit the annual report to the
stock exchange
within twenty one
working days of it being
approved and adopted in
the annual general
meeting

54. 5. Find the odd one out so far as irrespective of SEBI LODR?
I. One-time Compliances
II. Quarterly Compliances
III. Half yearly Compliances
IV. Yearly Compliances
V. Event based Compliances
a. I only
b. I & III only
c. I, II, III & IV
d. V only
Answer d
54

55. 55
6. Which of the following certificates under the SEBI LODR which is
not exclusively for practicing company secretary?
a. Transfer or transmission or transposition of securities
b. Secretarial Audit & Secretarial Compliance Report
c. Certificate Of Non-Disqualification of Directors
d. Compliance Certificate

56. LIST OF THE CERTIFICATES TO BE GIVEN PRACTICING COMPANY SECRETARY BY SEBI LODR
56
S. No Regulation No/Sub Regulation No Instance of the Certificate/ Report
1. (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
Certificate Of Non-Disqualification of Directors-
(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.
2. 24A: Secretarial Audit Secretarial Audit & Secretarial Compliance Report
{(1) Every listed entity and its material unlisted subsidiaries incorporated in
India shall undertake secretarial audit and shall annex a secretarial audit report
given by a company secretary in practice, in such form as specified, with the
annual report of the listed entity.}
3. Regulation 40 (9) Transfer or transmission or transposition of securities
The listed entity shall ensure that the share transfer agent and/or the in-house
share transfer facility, as the case may be, produces a certificate from a
practicing company secretary within 225[thirty days from] the end of 226[***]
the financial year, certifying that all certificates have been issued within thirty
days of the date of lodgement for transfer, subdivision, consolidation, renewal,
exchange or endorsement of calls/allotment monies.

57. LIST OF THE CERTIFICATES TO BE GIVEN PRACTICING COMPANY SECRETARY BY SEBI LODR
57
S. No Regulation No/Sub
Regulation No
Instance of the Certificate/ Report
1. Corporate Governance
Report under Regulation 27
of SEBI LODR
Corporate Governance Report
(2) (a) The listed entity shall submit a quarterly compliance report on corporate
governance in the format as specified by the Board from time to time to the recognised
stock exchange(s) within 165[twenty one] days from 166[ the end of each] quarter.
2. Regulation 7 (3) of SEBI LODR Compliance Certificate (STA)
(3)The listed entity shall submit a compliance certificate to the exchange, duly signed by
both the compliance officer of the listed entity and the authorised representative of the
share transfer agent, wherever applicable, within 44[thirty days from the] end of 45[***]
the financial year, certifying compliance with the requirements of sub- regulation (2).
3. Regulation 17(8) of SEBI
LODR
Compliance Certificate
The chief executive officer and the chief financial officer shall provide the compliance
Certificate to the board of directors as specified in Part B of Schedule II.

58. List of the certificates to be given Practicing Company Secretary and Practicing Chartered
Accountants by SEBI LODR
58
S. No Regulation No/Sub Regulation No Instance of the Certificate/ Report
1. SCHEDULE V- (E) : ANNUAL REPORT [See
Regulation 34(3) and 53(f)
Compliance Certificate
Compliance certificate from either the auditors or
practicing company secretaries regarding compliance of
conditions of corporate governance shall be annexed
with the directors’ report.

59. 59
6. Which of the following certificates under the SEBI LODR which is
not exclusively for practicing company secretary?
a. Transfer or transmission or transposition of securities
b. Secretarial Audit & Secretarial Compliance Report
c. Certificate Of Non-Disqualification of Directors
d. Compliance Certificate
Answer is ‘d’

60. 7. For the purpose of reclassification of promoters category ,for the shares
exceeding 2%of the voting rights following is the essential
requirements?
I. Approval of the share holders
II. Application to the stock exchange
III. Lack of control by the promoter
IV. As may be decided by stock exchange.
a) I only
b) II only
c) I,II,III only
d) None of the above
60

61. 8. The nature shareholders approve required to for the purpose of
reclassification of promoters?
a. Ordinary resolution
b. Special resolution
c. Depends on the promoter shareholding.
d. As may be decided by stock exchange.
61

62. Layers ofentitiesinvolved
Promoters / PG/ Directors and its relatives/ KMPs
Entities / person under PG
Entities controlled by the above 2 layers

63.  Reduction in time gap (NSE Circular of Jun 28, 2021):
 Time gap between BM and shareholders meeting for consideration of
reclassification request should be min. 1 month and max. 3 months.
 Previous requirement: time gap of at least 3 months but not exceeding 6
months
 Where the process of reclassification is initiated before amendment and
notice to shareholders is sent – erstwhile Reg. 31A would apply.
 Approval of shareholders through an ordinary resolution
 Exemptions:
 Approval of shareholders exempted where:
• Promoters/persons related to promoters seeking reclassification,
together, do not hold more than 1% of the total voting rights;
• reclassification is pursuant to a divorce.
• Application to SE to be made within 30 days of BM, in that case.
 Exemptions from the following provisions extend to reclassification
pursuant to an order of a regulator under any law;
 subject to the condition that the promoters seeking reclassification do not
remain in control of the listed entity:
• reg. 31A (4) - conditions to be fulfilled by promoters after reclassification
• reg. 31A (8 ) (a) & (b) – disclosures to be made to stock exchanges
• (SEs)
 In case of reclassification pursuant to an open offer or a scheme of arrangement,
exemptions from the following provisions have been extended;
 subject to the condition that the intent of the erstwhile promoters to reclassify has
been disclosed in the letter of offer or scheme of arrangement:
• reg. 31A (3) (a) - approval of BoDs and shareholders
• reg. 31A (3) (c) (i) – compliance by the listed entity to the requirement for
minimum public shareholding under reg. 38 (only in case of open offer)
• reg. 31A (8 ) (a) & (b) – disclosures to be made to SEs
• Rationale: In cases where intent of reclassification has already been mentioned in
the letter of offer/scheme of arrangement, the requirement of promoter making
an application merely procedural since the fact of re-classification is already
present in public domain.
63
Reclassification of promoter/ promoter group
entities (reg. 31A

64. 7. For the purpose of reclassification of promoters category ,for the shares exceeding
2%of the voting rights following is the essential requirements?
I. Approval of the share holders
II. Application to the stock exchange
III. Lack of control by the promoter
IV. As may be decided by stock exchange.
a) I only
b) II only
c) I,II,III only
d) None of the above
Answer is ‘c’
64

65. 8. The nature shareholders approve required to for the purpose of
reclassification of promoters?
a. Ordinary resolution
b. Special resolution
c. Depends on the promoter shareholding.
d. As may be decided by stock exchange.
Answer is ‘a’
65

66. 9. Mr X is A practicing company secretary subscribe to the xyz limited who
share are listed in stock exchange.
Mr X is a promoter to the xyz limited.
State whether above statement is true or false ?
66

67. Definition of Promoter Group
Promoter Group
Individual Promoter
Body Corp. (A)- 20%
or more of capital is
held by Promoter (P)
(including relatives –
R)
Body Corp.- 20% is
held by A
Firm/ HUF in which
P/R holds > 20% of
capital
Immediate relatives
of Promoter*
Corporate Promoter
Subsidiary/Holding
Co.
Body Corp.- 20% or
more is held by P
Body Corp. that
holds 20% or more
in P
Body Corp. >20% is
held by
Individuals/Cos. who
holds > 20% of
capital of issuer co.
• “Promoter Group” has been defined under regulation 2(pp) of SEBI (ICDR) Regulations.
• Immediate relatives includes spouse of promoter
, or any parent, brother
, sister or child of the promoter or of
spouse.

68. Statement on Impact of Audit Qualification [reg. 33(6)
& reg. 52 (3 ) ]
 Promoter:
 defined under Reg 2(oo) of SEBI (ICDR)
Regulations
 a person
 who has been named as promoter in a
draft offer document or
offer document or
is identified in Annual Return u/s 92 of
Companies Act, 2013; or
 who has control over the affairs, directly or
indirectly, whether as
 shareholder,
 director or
 otherwise
 with whose advice, directions or instructions the
board of directors is accustomed to act:
 not applicable if merely acting in professional
capacity
Definition of Promoter

69. 9. Mr X is A practicing company secretary subscribe to the xyz limited who
share are listed in stock exchange.
Mr X is a promoter to the xyz limited.
State whether above statement is true or false ?
Answer is False
69

70. CASE STUDY

71. Dancing with tunes may not always be a good case.

72. • XYZ Listed company , which admitted under section 7 of Insolvency
Bankruptcy code 2016 the interim resolution professional, immediately after
his appointment, he informed the board of directors their powers are
suspended, however he informed CS, and CFO and other employees
continue their job, he assured that the payment of salaries on time, there
afterwards admitted for CIRP on October 7th 2022, he continued his duties
as a resolution professional. The secretarial auditor ( PCS) of the company
in his corporate governance report for the year 2023, given a qualified report
stating corporate debtor, board of directors, audit committee, and nomination
and remuneration committee are not properly constituted. Further related
party transactions are not properly disclosed. Examinee such report as a
peer review auditor?
PART-B
Case Study- Corporate Governance Report

73. 10. IBC Provisions which are exempted for SEBI LODR (NOTIFICATION No.
SEBI/LAD-NRO/GN/2018/21)
Regulation 17-Board of Directors-composition
Regulation 18-Audit Committee
Regulation 19-Nomination and remuneration committee
Regulation 20-Stakeholders Relationship Committee
Regulation 21-Risk Management Committee
Regulation 23(4)-Related Party Transactions
Regulation 31A(9)-Disclosure of Class of shareholders and Conditions for
Reclassification
Regulation 37(7)-Draft Scheme of Arrangement & Scheme of Arrangement
73

74. 74
Thanks for your active listening

75. PLEASE TREAT PEERS IN EQUAL WAY
ALL THE BEST
AS
PEER REVIEW AUDITOR