Presents The Power of 30! - Vinod...

Presents The Power of 30!

A web series of 30 episodes covering different areas of corporate, securities and financial laws for the corporate professionals

across the country.

ABOUT USVinod Kothari & Co.,

Based in Kolkata, Mumbai, Delhi

We are a team of consultants, advisors & qualified professionals having over 30 years of practice.

Our Organization’s Credo:

Focus on capabilities; opportunities shall follow

COPYRIGHT•The presentation is a property of Vinod Kothari & Co.

•No part of it can be copied, reproduced or distributed in any manner, without explicit prior permission.

•In case of linking, please do give credit and full link

Nikita SnehilVinod Kothari & Company

Kolkata

1006-1009 Krishna Building224 AJC Bose RoadKolkata – 700017

Phone:033-22811276/ 22813742/7715E: [email protected]

New Delhi

A/11, Hauz Khas,New Delhi 110016

Phone:011-41315340/ 65515340

E: [email protected]

Mumbai

403-406, 175 , Shreyas Chambers,

D.N. Road, Fort, Mumbai – 400 001

Phone: 022 22614021/ 62370959

E: [email protected]

www.vinodkothari.comEmail: [email protected]

RECENT CHANGES IN SEBI LISTING REGULATIONS

April 16, 2019

mailto:[email protected]

http://www.vinodkothari.com/

mailto:[email protected]

BACKGROUND5

KOTAK COMMITTE ON CORPORATE GOVERNANCE

6

The SEBI Committee on

Corporate Governance was formed on June 2,

2017

Mr. Uday

Kotak chaired this Committee

The Committee considered the

suggestions from the Ministry of

Corporate Affairs and the Ministry of

Finance

The Report was issued on October

5, 2017

ALMANAC OF EVENTS

7

SEBI considered the Kotak Committee Report & public comments

Decided to implement 42 out of the 81 recommendations without modifications, some with modifications and few rejected by SEBI

SEBI introduced changes vide the LODR (Amendment) Regulations, 2018 dt. May 9, 2018 & vide SEBI circular dt. May 10, 2018

The provisions of the LODR (Amendment) Regulations, 2018 are applicable w.e.f-

October 1, 2018 ; April 1, 2019; April 1, 2020

SEBI introduced another amendment on Nov 16, 2018

RECOMMENDATIONS OF UDAY KOTAK COMMITTEE

8Out of 81 recommendations, 42 have been accepted without modifications, some with modifications and few have been rejected by SEBI.

Composition and role of BOD; IDs; Committees of Board

Disclosures and transparency

Investor participation in meetings of Listed entities

Governance aspects of PSEs

Leniency mechanism in case of a whistle blower

Accounting and Audit related issues

Sharing of information with Promoters/ controlling shareholders

SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018

COMPOSITION AND ROLE OF THE BOARD OF DIRECTORS

10

11

Regulation Amendment Applicability Actionables

17(1)(a) –

Composition ofthe Board

• Requirement of havingatleast 1 woman ID onthe Board

• Top 500 companies as permarket capitalisation as onMarch 31, 2019 w.e.f April 1,2019;

• Top 1000 companies as permarket capitalisation as onMarch 31, 2021 w.e.f April 1,2020.

• Where there is absolutecertainty of being in top 500listed entities, listed entitiescan appoint in the current FYto be compliant ofrequirements as on April 1,2019.

COMPOSITION AND ROLE OF THE BOARD OF DIRECTORS (1/6)

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17(1)(c) –

Minimumnumber ofdirectors

Requirement of havingminimum 6 directors on theBoard

• Top 1000 companies as permarket capitalisation as onMarch 31, 2019 w.e.f April 1,2019;

• Top 2000 companies as permarket capitalisation as onMarch 31, 2019 w.e.f April 1,2020

• Most of the listed entities shallalready be in compliance ofthis requirement.

• However, the ones who have 5or lesser number of directorswill be required to identify inthe current FY if such listedentity falls in the list of top1000 entities.



17A –

Maximumnumber ofdirectorships

• Prescription of a threshold formaximum number ofdirectorships that can be held atany time in equity listed entities.

• Exemption to entities coveredunder Regulation 15(2).

• Threshold of maximum8 listed entities w.e.fApril 1, 2019;

• Threshold of maximum7 listed entities w.e.f.April 1, 2020

• Based on the annual disclosuresprovided by directors of listedentities in the current FY, listedentities to evaluate excessdirectorship held by its directorsand be compliant of therequirement by aforesaid dates.

• The limit of maximumdirectorship that can be held byIDs remain same i.e. seven equitylisted entities in case ID is notserving as MD/ WTD in anyequity listed entity and threeequity listed entities in case theID is serving as MD/ WTD in anyequity listed entity.

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17(1A) –

Appointment/continuation ofNED/IDs

• Requirement of specialresolution for appointing/continuing the directorship ofany person as a non-executivedirector who has attained theage of seventy five years. Theexplanatory statement annexedto the notice for such motionshall indicate the justificationfor appointing such a person.

• April 1, 2019;

• All equity listedentities

• In case the NEDs/ IDs of such listedentities are individuals who havealready attained the age of seventyfive years or will be attaining theage before April 1, 2019, suchlisted entities will have to seekapproval of shareholders by specialresolution in the current FY itself.

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15


17(2A) –

Quorum for BM

• Prescribing the quorumrequirement for every meeting ofBoard being one-third of its totalstrength or three directors,whichever is higher, including atleast one independent director

• Top 1000 companiesas per marketcapitalisation as onMarch 31, 2019 w.e.fApril 1, 2019;

• Top 2000 companiesas per marketcapitalisation as onMarch 31, 2021 w.e.fApril 1, 2020

• Corporate Governancepolicy/ Code, if any, to beamended to align withAmendment Regulations

17(B) –

Separation of theroles of non-executivechairperson andmanagingdirector / CEO

• Requirement of having a non-executive Chairman who shall notbe related to the MD/ CEO of thelisted entity. Applicable to top 500listed entities on the basis ofmarket capitalisation, as at theend of the immediate previousfinancial year.

• April 1, 2020;

• Top 500 listed entitieson the basis of marketcapitalisation

• Promoter driven listedentities falling in top 500listed entities will have toensure compliance of sameby separation of role ofNED Chairman and MD/CEO and ensure both arenot related to each other.



Schedule V, Part C-

CG Report

• The following changes have beendone in the details required to beprovided in the CG Report of acompany:-

• The names of the listed entitieswhere the person is a director andthe category of directorship isrequired to be disclosed.

• A chart or a matrix setting out theskills/expertise/ competence ofthe board of directors.

• For the AR forthe FY endedMarch 31,2019;

• All equitylisted entities

• Companies should obtain thedisclosures from the director inthe present FY, as the same isrequired to be disclosed in theAnnual Report for FY 18-19.

• Companies should identify thelist of coreskills/expertise/competenciesidentified by the board ofdirectors as required in thecontext of its business(es) andsector(s) for it to functioneffectively and those actuallyavailable with the Board in thecurrent FY.

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THE INSTITUTION OF INDEPENDENT

DIRECTORS17

Regulation Amendments Applicability Actionables

16(1)(b)(ii) &(vii) –

Definition of ID

• Amendment made to thedefinition of Independentdirector to regard such personsineligible who are members ofthe promoter or promoter groupof the listed entity or;

• Who is not a non-independentdirector of another company onthe board of which any non-independent director of thelisted entity is an independentdirector.

• October 1, 2018;


• Listed entities to evaluate ifany of the existingIndependent Directors (IDs)are ineligible to continue asIDs w.e.f. October 1, 2018and accordingly identify newcandidates who can beappointed before October 1,2018.

• Declaration from IDs will bechanged in line with theamendment.

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The Institution of Independent Directors (1/5)

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17(10) –

Performanceevaluation ofIDs

• Performance evaluation of ID to bedone by the entire Board, whichshall include (i) performance of thedirectors; and; (ii) fulfillment of theindependence criteria as specifiedin these regulations and theirindependence from management.

• The directors who are subject toevaluation shall not participate.

• April 1, 2019;

• All equity listed entities

• No immediateactionable.



25(1) –

Alternate Dirs asIDs

• Prohibition onappointment of alternatedirectors for IDs

• October 1, 2018;


• If any alternate director hasbeen appointed he cannotcontinue with suchappointment post October 1,2018.

25(8) & (9) –

Declaration by IDand verification byBoard

• Declaration by ID at thefirst meeting as director/first meeting of FY andwhenever there is achange that he meetscriteria of independenceand taking on record ofthe same by Board afterundertaking dueassessment of theveracity.

• April 1, 2019;


• Additional declaration to theeffect that the ID is not awareof any circumstance orsituation, which exist or maybe reasonably anticipated,that could impair or impacthis ability to discharge hisduties with an objectiveindependent judgment andwithout any externalinfluence.

• Listed entities to ensureobtaining the same once it iseffective.

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Regulation 25(10) –

Directors and Officers Insurance for IndependentDirectors

• Obtaining Directors andOfficers insurance (‘D and Oinsurance’) for all theirindependent directors ofsuch quantum and for suchrisks as may be determinedby its board of directors.

• October 1, 2018;

• Top 500 listed entitiesbased on marketcapitalisation as onMarch 31, 2018

• Top 500 listed entities based onmarket capitalization as on March31, 2018 shall ensure obtaining Dand O insurance before October 1,2018.

• If the same is already in place,whether the quantum isappropriate or limited reviewedand all risks are covered or notshould be determined.

Disclosures on resignation of IndependentDirectors

• Detailed reasons for theresignation of anindependent director whoresigns before the expiry ofhis tenure along with aconfirmation by such directorthat there are no othermaterial reasons other thanthose provided.

• For the AR for the FYended March 31, 2019;


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• Confirmation from the board,that in their opinion, theindependent directors fulfill theconditions specified in theseregulations and areindependent of themanagement.

• Companies are required toput in place a system/procedure to assess theindependence of directors

Schedule III,Part A, Clause A–

Materialevents

• In case of resignation of theIndependent Director, thedetailed reason for suchresignation is required to bedisclosed to the SEs, withinseven days of the resignation,including a confirmation fromthe ID that there is no othermaterial reasons other thanthose provided.

• April 1, 2019;


• No immediate actionable.

22


BOARD COMMITTEES

23

24


19(2A) –

Insertingquorumrequirementsfor NRC

• Prescription of quorumrequirement for everymeeting of NRC beingone-third of its totalstrength or twomembers, whichever isgreater, including at leastone independent directorin attendance.

• April 1, 2019;



• TOR of the NRC to beamended before the effectivedate.

19(3A) –

Inserting no.of meetingsfor NRC

• Prescription for NRC tomeeting atleast once ayear.

• April 1, 2019;



• TOR of the NRC to beamended, if it providesotherwise.

Board Committees (1/6)

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20(1) –

Revised role ofSRC

• Stakeholders RelationshipCommittee (SRC) tospecifically look intothe various aspects ofinterest of shareholders,debenture holders and othersecurity holders.

• April 1, 2019;



• TOR & composition of the SRCto be amended

20(2A) –

Composition ofSRC

• Prescription for constitutionof the SRC comprising ofatleast 3 directors, one ofwhom is to be an ID.

• April 1, 2019;



• TOR & composition of the SRCto be amended, if it providesotherwise.


26


20(3) –

Chairman ofSRC at AGM

• Prescription of chairmanof the SRC to be availableat the AGM to addressqueries.

• April 1, 2019;


• No actionable as most companies incompliance pursuant to parallelprovisions of Section 178 of the Act,2013.

20(3A) –

Number ofmeetings ofSRC

• Prescription for SRC tomeet atleast once in ayear.

• April 1, 2019;



• TOR of the SRC to be amended, if itprovides otherwise.


27


20(4) –

Revised role ofthe RMC

• Role of the RMC widened tocover cyber securityfunction.

• April 1, 2019;


• TOR of the RMC to be amended.

• Necessary sub-committees/delegations for ensuring thesame to be carried out by RMC.The findings to be reviewed byRMC.

20(5) –

Constitution ofRMC

• Requirement of top 500listed entities as per marketcapitalisation as at the endof the immediatelypreceding FY to constitutethe RMC, instead of top 100.

• April 1, 2019;

• Top 500 equity listedentities

• RMC to be constituted in the FY2019-20 by such listed entities.


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Schedule II,Part C, ClauseA –

Role of theAC

• The role of Audit Committee has beenenhanced it should also review theutilization of loans and/ or advancesfrom/investment by the holdingcompany in the subsidiary exceedingrupees 100 crore or 10% of the assetsize of the subsidiary, whichever islower including existing loans /advances / investments existing as onthe date of coming into force of thisprovision.

• April 1, 2019;


• No immediate actionable;

• Companies should ensurealigning the same with thecurrent ToR of the Committeebefore April 1, 2019


29


Schedule II,Part D, ClauseA –

Role of theNRC

• The role of Nomination andRemuneration Committee has beenenhanced, as it is now required torecommend to the board, allremuneration, in whatever form,payable to senior management.

• April 1, 2019;




Schedule III,Part A, ClauseA –

Materialevents

• In case of resignation of the auditor,detailed reasons for resignation asgiven by the auditor, is now required tobe disclosed by the listed entities to thestock exchanges as soon as possible butnot later than twenty-four hours ofreceipt of such reasons from the auditor.

• April 1, 2019;





ENHANCED MONITORING OF GROUP ENTITIES

30

31

Enhanced Monitoring of Group Entities (1/4)


16(1)(c) –

Definition ofmaterialsubsidiary

• Amendment made todefinition of materialsubsidiary by reducingthe threshold from twentypercent to ten percent.

• April 1, 2019;


• In case the listed entity is todispose the share in its materialsubsidiary resulting in reduction ofits shareholding (either on its ownor together with other subsidiaries)to less than fifty percent or ceasethe exercise of control over thesubsidiary, special resolution shallbe required to be passed in itsgeneral meeting except in caseswhere such divestment is madeunder a scheme of arrangementduly approved by a Court/Tribunalas per Reg. 24 (5).

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• Selling, disposing and leasing ofassets amounting to more thantwenty percent of the assets of thematerial subsidiary on an aggregatebasis during a financial year shallrequire prior approval ofshareholders by way of specialresolution, unless thesale/disposal/lease is made under ascheme of arrangement dulyapproved by a Court/Tribunalpursuant to Reg. 24 (6).

• Changes in the policy fordetermining material subsidiary.


33


24A –

Insertion ofSecretarial Audit

• Requirement of annexingsecretarial audit report withthe annual report preparedfor FY 2018-19 by all listedentity and its materialunlisted subsidiariesincorporated in India.

• Exemption to entitiescovered under Reg. 15 (2)will also apply in case of Reg.24A.

• April 1, 2019;


• Listed entities that are notincorporated under Companies Act,2013 but are listed eg. PSU Bankswill have to appoint secretarialauditors.

• Further, based on revised definitionof material subsidiaries,applicability of secretarial audit onsuch subsidiaries to be ascertained.

• Listed entities on which secretarialaudit applies pursuant toRegulation 24A should appointsecretarial auditor soonest toensure conducting audit during theyear.


34


24(1) –

ID on the boardof unlistedmaterialsubsidiaryincorporatedoutside India

• At least one independentdirector on the board ofdirectors of the listed entityshall be a director on theboard of directors of anunlisted material subsidiary,whether incorporated inIndia or not.

• April 1, 2019;


• Listed entity to identify foreignsubsidiaries that qualify as materialsubsidiaries and accordingly, inductindependent director on its Boardbefore the effective date.

• Threshold for determining materialsubsidiary shall not be that providedin the definition under Reg. 16 (1)(c). The term “material subsidiary”shall mean a subsidiary, whoseincome or net worth exceeds twentypercent of the consolidated incomeor net worth respectively, of thelisted entity and its subsidiaries inthe immediately precedingaccounting year.


PROMOTERS/CONTROLLING SHAREHOLDERS AND RPTS

35

36

Promoters/controlling shareholders and RPTs (1/8)


2(1)(zb) –

Definition of relatedparty

• Amendment made to definitionof related party to include anyperson or entity belonging tothe promoter or promotergroup of the listed entity andholding 20% or more ofshareholding in the listedentity shall be deemed to be arelated party

• April 1, 2019;


• While persons havingsignificant influence areregarded as relatedparties as per theaccounting standards, therequirement there isholding of 20% of votingpower. In this case, SEBIhas referred toshareholding i.e. equityand/ or preferenceholding.

• Listed entities to evaluateif any person belonging topromoter or promotergroup holds 20% or moreof the equity orpreference share capital.

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17(6)(ca) –

Remunerationpayable to a singleNED

• Requirement to obtain approval ofshareholders by special resolutionevery year, in which the annualremuneration payable to a singlenon-executive director exceedsfifty per cent of the total annualremuneration payable to all non-executive directors, giving detailsof the remuneration thereof.

• April 1, 2019;


• As the word ‘payable’ is notclear in case of remunerationpayable for FY 2018-19 afterApril 1, 2019 shareholder’sapproval by special resolutionseems to be required in FY2019-20. However, if a companyis sure on hitting the threshold,then the resolution can bepassed in the AGM to be held in2018 itself.


38


17(6)(e) –

Remunerationpayable to EDsbelonging toP/PG beyondthresholds

• Requirement to obtainapproval ofshareholders by specialresolution for the feesor compensationpayable to executivedirectors who arepromoters or membersof promoter group incase in excess ofthresholds.

• The approval shall bevalid till the tenure ofthe directors.

• April 1, 2019;


• As the word ‘payable’ is notclear in case of remunerationpayable for FY 2018-19 afterApril 1, 2019 shareholder’sapproval by special resolutionwill be required in FY 2019-20.However, if a company is sureon hitting the threshold, thenthe resolution can be passed inthe AGM to be held in 2018itself.


39


23(1) –

RPT Policy

• The policy on materiality ofrelated party transactionsand on dealing with relatedparty transactions to includeclear threshold limits dulyapproved by the Board andsuch policy shall be reviewedby the Board at least onceevery three years andupdated accordingly.

• April 1, 2019;


• Listed entities shall ensureBoard has approved thethreshold limits. Most listedentities must have obtainedapproval of the Board for thecriteria for making theomnibus approval as requiredunder Rule 6A of Companies(Meetings of the Board and itsPowers) Rules, 2014 but notfor overall threshold limits.

• Review of RPT policyrequirement also to becomplied by listed entity.


40


23(1A) –

RPT thresholds incase of brandusage/royalty

• Material RPT threshold incase of a transactioninvolving payments made toa related party with respectto brand usage or royaltyrevised.

• Transaction(s) to beentered into individually ortaken together withprevious transactionsduring a financialyear, exceeding twopercent of the annualconsolidated turnover ofthe listed entity as per thelast audited financialstatements of the listedentity shall be consideredmaterial.

• April 1, 2019;o Amended effective

date – July 1, 2019


• Listed entity to evaluate if suchlisted entity makes paymentfor brand usage/ royalty to arelated party. If yes, thenwhether such transactions tobe entered into individually ortaken together with previoustransactions during a financialyear, exceed two percent of theannual consolidated turnoveras per last audited financialstatements.


41


If there is breach of threshold, it isimportant to ascertain whether approvalof shareholders is required to be takenduring current FY in view of language ofReg. 23 (8) or based on quantum oftransactions in view of annualconsolidated turnover as per auditedfinancial statement for March 31, 2019.Once the provisions come into force, therequirement of approval will becomeapplicable based on the audited financialsfor FY ending March, 2019. Accordingly, inview of provisions of sub-regulation (8)existing arrangements w.r.t. brand usageor royalty which are classified as materialRPT will be required to be approved atAGM, 2019 and not AGM 2018.


42


23(4) –

RPs may voteagainst the RPT

• In case of voting for MaterialRPTs, related parties neednot abstain from voting andcan cast vote against/ not infavour of the transaction.

• April 1, 2019;


• Listed entities need to ensure thesame in case of all resolutions put tovote in relation to Material RPTs. Theexplanatory statement shall also notdisclose the same. This should beensured for all Material RPTs put tovote after the effective date.

Regulation 23(9) –

Related PartyTransactions

• Disclosures of related partytransactions on aconsolidated basis to besubmitted on half-yearlybasis within 30 days from thedate of publication of itsstandalone and consolidatedfinancial results for the halfyear. Publish the same on thewebsite too.

• April 1, 2019;




43


Schedule V, PartA –

Related partydisclosures

• Disclosures of transactions of thelisted entity with any person or entitybelonging to the promoter/promotergroup which hold(s) 10% or moreshareholding in the listed entity, in theformat prescribed in the relevantaccounting standards for annualresults is required to be made.

• Additional disclosure requirement.

• April 1, 2019;

• All equity listedentities.

• Companies arerequired to updatethe system prevailingin the company tocapture suchtransactions alongwith the updated listof related parties, forreporting the same.


ACCOUNTS & AUDIT RELATED ISSUES

44

45


36(5) –

Documents andInformation

• Notice sent to shareholders forappointment/ re-appointment ofstatutory auditors shall includedisclosure in the explanatory statementin relation to proposed fees andcredentials of the auditors.

• April 1, 2019;


• No immediate actionable,applicable to the AR for the FYended March 31, 2019.

Schedule IV, Part A,Clause BB –

Disclosures inFinancial Results

• Where the impact of the auditqualification is not quantifiable, themanagement is now mandatorilyrequired to make an estimate which theauditor shall review and reportaccordingly. For this purpose, themanagement may be permitted to notprovide estimate on matters like goingconcerns or sub-judice matters; inwhich case, the management shallprovide the reasons and the auditorshall review the same and reportaccordingly.

• April 1, 2019;



Accounts and Audit Related Issues (1/4)

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33(3)(b) & (e) –

Financial Results

• Mandatory requirement tosubmit cashflow statementas part of its standalone andconsolidated financialresults for the half year.

• April 1, 2019;


• No immediate actionable. Listedentities to ensure compliance forthe results submitted after April 1,2019.

33(3)(g) –

Financial Results

• Limited review of at leasteighty percent of each of theconsolidated revenue, assetsand profits, respectivelyshall have been subject toaudit/ limited review for thepurpose of quarterlyconsolidated financialresults.

• April 1, 2019;• All equity listed

entities

• No immediate actionable. Listedentities to ensure compliance forthe results submitted after April 1,2019.


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33(3)(i) –

FinancialResults

• Disclosure in the results for the lastquarter in the financial year, by way ofa note, the aggregate effect of materialadjustments made in the results of thatquarter which pertain to earlierperiods.

• April 1, 2019;


• No immediate actionable.Listed entities to ensurecompliance for the resultssubmitted after April 1,2019.

Schedule V- PartC –

CG Report

• Disclosure of the total fees for allservices paid by the listed entity and itssubsidiaries, on a consolidated basis, tothe statutory auditor and all entities inthe network firm/network entity ofwhich the statutory auditor is a part.

• April 1, 2019;



48


Schedule V, PartB- MD&A

• The MDA should now include thedetails of significant changes (i.e.change of 25% or more as comparedto the immediately previousfinancial year) in key financial ratios,along with detailed explanationstherefor, including various ratios.

• April 1,2019;

• All equitylistedentities

• No immediate actionable


DISCLOSURE & TRANSPARENCY

49

DISCLOSURE AND TRANSPARENCY (1/3)

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36(1) –

AR in soft copy

• Listed entities shall send softcopies of annual report to allthose shareholder(s) who haveregistered their emailaddress(es) either with thelisted entity or with anydepository.

• April 1, 2019;


• No immediate actionable,applicable to the AR for the FYended March 31, 2019.

36(4) –

Documents andInformation toshareholders

• The disclosures made by thelisted entity with immediateeffect from date of notificationof Amendment Regulationsshall be XBRL format.

• As submitted to stockexchanges and on its websitein a readable / searchableformat.

• To be compliedwith immediateeffect;


• To be complied with immediateeffect.

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46(2)(r)–

Website

• The details of all credit ratings obtained by theentity for all its outstanding instruments, shouldbe updated immediately as and when there isany revision in any of the ratings

• October 1,2018;


• No immediateactionable

32 (7A) –

Statement ofDeviation andVariation

Schedule V, Part C-

CG Report

• The following changes have been done in thedetails required to be provided in the CG Reportof a company:-

• List of all credit ratings obtained by the entityalong with any revisions thereto during therelevant financial year, for all debt instrumentsof such entity or any fixed deposit programme orany scheme or proposal of the listed entityinvolving mobilization of funds, whether in Indiaor abroad, is required to be disclosed.

• Utilization of funds raised through preferentialallotment or QIPs undertaken in the relevantfinancial year, until such funds are fully utilized.

• For the AR forthe FY endedMarch 31,2019;


• No immediateactionable


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• Certificate from a PCS that none of the directorson the board of the company have beendebarred or disqualified from being appointedor continuing as directors of companies by theBoard/Ministry of Corporate Affairs or anysuch statutory authority.

• Non-acceptance of any recommendation of anycommittee of the board which is mandatorilyrequired, is required to be disclosed along withthe reason of non-acceptance.

46(2) –

Websitedisclosures

• All disclosures on a separate section.

• Separate audited financial statements of eachsubsidiary of the listed entity in respect of arelevant financial year is required to beuploaded at least 21 days prior to the date ofthe annual general meeting.

• April 1, 2019;


• No immediateactionable.


INVESTOR PARTICIPATION IN LISTED ENTITIES

53

INVESTOR PARTICIPATION IN LISTED ENTITIES (1/1)

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44(5) & (6) –

Voting byshareholders

• The top 100 listed entities bymarket capitalization shall holdtheir annual general meetingswithin a period of five months fromthe date of closing of the financialyear and shall provide one-way livewebcast of the proceedings of theAGM.

• April 1, 2019;

• Top 100 equitylisted entities

• No immediate actionable

33(4) –

Annual Report

• Submission of annual report andnotice of AGM sent to shareholdersto the stock exchange on or beforecommencement of dispatch toshareholders. In case of changes,revised copy along with explanationto be sent within 48 hours of AGM.

• April 1, 2019;


• No immediateactionable, applicablefor the AR for the FYended March 31, 2019.

Thank You

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