Corporate Governance in listed Companies – Clause 49 of the Listing Agreement

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....nciples of corporate governance were made applicable in a phased manner and all the listed companies with the paid up capital of Rs. 3 crores and above or net worth of Rs. 25 crores or more at any time in the history of the company, were covered as of March 31, 2003. SEBI has issued six circulars on the subject of corporate governance inter-alia detailing provisions of corporate governance, its applicability, reporting requirements etc. which are as follows- Sr. no. Reference no.   Subject Date 1 SMDRP/POLICY/CIR-10/2000 Clause 49 February 21,2000 2 SMDRP/POLICY/CIR-13/2000  Applicability of Clause 49 March 09, 2000 3   SMDRP/POLICY/CIR-42/2000 Amendments to Clause 49 September1....

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....sed clause 49 (given in Annexure I) shall be suitably modified or new clauses shall be added following the amendments to the Companies Act 1956 by the Companies (Amendment) Bill/Act 2003, so that the relevant provisions of the clauses on Corporate governance in the Listing Agreement and the Companies Act remain harmonious with one another. 4.    The provisions of the revised clause 49 shall be implemented as per the schedule of implementation given below: 5.    By all entities seeking listing for the first time, at the time of listing. b) By all companies which were required to comply with the requirement of the clause 49 which is proposed to be revised i.e. all listed entities having a paid up share c....

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....ctory compliance if these companies have set up the Boards and constituted committees such as Audit Committee, shareholders/ investors grievances committee etc before seeking listing. A reasonable time to comply with these conditions may be granted only where the Stock Exchange is satisfied that genuine legal issues exists which will delay such compliance. In such cases while granting listing, the stock exchanges shall obtain a suitable undertaking from the company. In case of the company failing to comply with this requirement without any genuine reason, the application money shall be kept in an escrow account till the conditions are complied with. 4.    The Stock Exchanges shall set up a separate monitoring cell with ide....