CHECK-LIST OF CLAUSE 35B & 49 OF LISTING AGREEMENT
(Applicable w.e.f. 1st. Oct, 2014)
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S. No.
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CLAUSE OF
LISTING AGREEMENT
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ITEM
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WHETHER
COMPLIED Y/N
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1
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49 (IA)
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To establish
the adequate mechanism to address the grievances of the shareholders.
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2
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49 (IA)
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To devise a
framework to avoid Insider trading and abusive self-dealing.
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3
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49 (IB)
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To devise an effective whistle blower mechanism.
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4
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49(ID)
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To oversee succession planning of key executives.
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5
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49(ID)
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To provide continuing directors training.
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6
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49(ID)
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To define and disclose the mandate, composition and working
procedures of various committees.
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7
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49(IIA)
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To check composition of the Board including the appointment of woman
director.
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8
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49(IIB)
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To check the independence of an independent directors and their terms
& independent directorship in other companies.
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9
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49 (IIB)
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To disclose the letter of appointment and detailed profile on Website
of the company and Stock exchange within One Working day of such appointment.
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10
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49 (IIB)
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Nomination committee shall lay down the Performance Evaluation
criteria for Independent directors and disclose the same in Annual Report
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11
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49 (IIB)
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At least one Separate meeting of an Independent directors in a year
and all the Independent directors shall strive to remain present.
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12
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49 (IIB)
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Details of the training imparted to Independent Directors shall be
disclosed in the Annual Report.
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13
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49 (IIC)
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All fees/ Compensation paid to NED shall be fixed by Board and
require the prior approval of the Share holder
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14
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49 (IID)
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Gap between two Board meetings shall not exceeds 120 days (Earlier it
was 4 months )
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15
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49(IID)
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A director shall not be member in more than 10 mandatory committees
and Chairman of more than 5 mandatory committees in public companies.
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16
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49(IID)
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Periodically Review of Compliance Report of all Laws applicable to
company and rectify the non-compliances
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17
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49 (IID)
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Vacancy of Independent Director should be filled within 3 months or
in the immediate next board meeting whichever is later.
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18
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49 (IID)
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Succession Planning for appointments to the Board and senior
management.
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19
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49(IIE)
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Lay down code of conduct for all Board Members and Senior Management
and post the same on website of the Company. All the Board members and senior
management shall affirm it annually and
Annual Report shall contain declaration to that effect signed by CEO.
·
Code of conduct shall also contain the duties of an Independent
Director as laid down in CA, 2013.
·
Define the list of the Senior Managements
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20
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49 (IIF)
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Establish the Vigil mechanism for directors and employees to report
their concern about the unethical behavior, actual or suspected fraud or
violation of company’s code of conduct.
·
Adequate safeguards against the victimization
·
Criteria when direct access to the Chairman of Audit Committee can be
made.
·
It should be disclosed on the website of the Company and in the Board
Report.
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21
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49(IIID)
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Audit Committee shall provide the recommendation on appointment ,
remuneration and terms of appointment of auditors.
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22
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49(IIID)
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Audit Committee shall also approve the payment to Auditors for other
services.
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23
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49(IIID)
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Audit Committee shall Review the Annual Financial Statement and
Auditor’s Report before submission to Board w.r.t. as follows ;
·
Director’s Responsibilities Statement & changes in accounting
policies and practices with reasons.
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24
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49(IIID)
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Audit Committee shall review the Quarterly Financial Statement before
submission to the Board.
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25
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49(IIID)
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Audit Committee shall also approve the subsequent modification of
transaction with related parties
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26
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49(IIID)
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Audit Committee shall do the scrutiny inter-corporate loan and
investment.
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27
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49(IIID)
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Audit Committee shall review the performance and adequacy of internal
control systems and shall evaluate the Risk Management systems.
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28
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49(IIID)
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Audit Committee shall review the adequacy of internal Audit function.
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29
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49(IIID)
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Audit Committee shall review the functioning of Vigil Mechanism.
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30
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49(IIID)
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Audit Committee shall approve appointment of CFO & shall review
the appointment, removal and terms of appointment thereof.
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31
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49 (IVA)
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The Company shall constitute the Remuneration or Nomination committee.
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32
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49(IVB)
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Nomination Committee shall formulate the policy on remuneration of
directors, KMP and other employees .
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33
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49(IVB)
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Nomination committee shall also formulate the criteria for evaluation
of IDs and the Board and also laid down the policy on Board’s diversity.
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35
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49(IVB)
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Nomination committee shall identify the person who is qualified to be
appointed as a director and senior management and removal thereof.
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36
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49(IVB)
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Remuneration policy and evaluation criteria is required to be
disclosed in the Annual Report.
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37
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49 (VA)
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At least one
independent director on the Board of Directors of the holding company shall
be a director on the Board of Directors of a material non-listed Indian
subsidiary company.
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38
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49 (VIB)
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The Board shall
be responsible for framing, implementing and monitoring the risk management
plan for the company
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39
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49 (VIC)
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The company shall also constitute a Risk Management Committee.
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40
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49 (VIIC)
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The company
shall formulate a policy on materiality of related party transactions and
also on dealing with Related Party Transactions.
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41
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49 (VIID)
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All Related Party Transactions shall require prior approval of the
Audit Committee.
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42
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49 (VIIE)
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All material
Related Party Transactions shall require approval of the shareholders through
special resolution and the related parties shall abstain from voting on such
Resolutions.
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43
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49 (VIIIA)
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Details of all
material transactions with related parties shall be disclosed quarterly along
with the compliance report on corporate governance.
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44
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49 (VIIIA)
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The company
shall disclose the policy on dealing with Related Party Transactions on its
website and also in the Annual Report.
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46
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49 (VIIIC)
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All pecuniary
relationship or transactions of the non-executive directors vis-àvis the
company shall be disclosed in the Annual Report.
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47
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49(VIIIC)
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All elements of
remuneration package of individual directors summarized under major groups,
such as salary, benefits, bonuses, stock options, pension etc. to directors
shall be disclosed in the Annual Report.
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48
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49 (VIIIC)
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The company
shall publish its criteria of making payments to non-executive directors in
its annual report. Alternatively, this may be put up on the company’s website
and reference drawn thereto in the annual report.
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49
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49 (VIIID)
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As part of the
directors’ report or as an addition thereto, a Management Discussion and
Analysis report should form part of the Annual Report to the shareholders.
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50
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49 (VIIIE)
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In case of the
appointment of a new director or re-appointment of a director the
shareholders must be provided with brief resume etc. to share holders along
with the notice.
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51
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49(IIIE)
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The Company shall constitute a ‘Stake holder Relationship Committee’.
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52
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49 (VIIIH)
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The details of
training imparted to Independent Directors shall be disclosed in the Annual
Report.
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53
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49(XIA)
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Certificate from PCS or CA regarding the compliances of condition of
corporate governance and annex the
same to Director’s Report and the same is also sent to all Stake holders and stock exchanges
annually.
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Clause 35B - E-VOTING
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35B (i)
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The issuer
agrees to provide e-voting facility to its shareholders, in respect of all
shareholders' resolutions, to be passed at General Meetings or through postal
ballot.
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35B (ii)
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The issuer
shall continue to enable to those share holders, who do not have access to
e-voting facility, to send their assent or dissent in writing on a postal
ballot.
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35B (iii)
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Issuer shall
mention the Internet link of such e-voting platform in the notice to their
Shareholders.
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