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Modification of circular dated September 24, 2015 on ‘Format for compliance report on Corporate Governance to be submitted to Stock Exchange (s) by Listed Entities’

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....ance under the Chairmanship of Shri Uday Kotak made several recommendations. Most amendments necessary to implement these recommendations have been made in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide notification dated May 9, 2018. Some of these amendments necessitate changes to the format of the quarterly compliance report. 4. The formats for Compliance Report on Corporate Governance as per Annexure I, II and III to this circular are being prescribed:- Annex - I - on quarterly basis; Annex - II - at the end of a financial year (for the whole of financial year); Annex - III - within six months from end of a financial year. This may be submitted along with the second quarter's report. 5. Accordingly, the Circular No. CIR/CFD/CMD/ 5 /2015 dated September 24, 2015 shall stand modified only to the extent to the format for compliance report on Corporate Governance. The format specified in the Annexure to this circular shall replace the format specified in the Annexure to the circular dated September 24, 2015. 6. In view of the revised timelines under the amended regulations, the circular shall come into force with effect from t....

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....; Whether Regular chairperson appointed     Whether Chairperson is  related to managing director or CEO     $PAN of any director would not be displayed on the website of Stock Exchange &Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen * to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.      II. Composition of Committees         Name of Committee Whether Regular chairperson appointed Name of Committee members Category  (Chairperson/ Executive/ Non- Executive/ independent/Nominee) $ Date of Appointment Date of Cessation   1. Audit Committee           &nb....

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....red into pursuant to omnibus approval have been reviewed by the Audit Committee     Note: • In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A.. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated. • If status is "No" details of non-compliance may be givenhere.    VI. Affirmations     • The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. • The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 • • Audit Committee • Nomination & Remuneration Committee • Stakeholders Relationship Committee • Risk management committee (applicable to the top 100 listed entities) • The committee members have been made aware of their powers, ....

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.... who are responsible for assisting and handling investor grievances     l)     Financial results     m) Shareholding pattern     n) Details of agreements entered into with the media companies and/or their associates     o) Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange     p) New name and the old name of the listed entity     q) Advertisements as per regulation 47 (1)     r)    Credit rating or revision in credit rating obtained by the entity for all its outstanding instruments     s) Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year     As per other regulations of the LODR:     a) Whether company has provided information under separate section on its website as per Regulation 46(2)     b) Mat....

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.... 23(2), (3)   Approval for material related party transactions 23(4)   Disclosure of related party transactions on consolidated basis 23(9)   Composition of Board of Directors of unlisted material Subsidiary 24(1)   Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6)   Annual Secretarial Compliance Report 24(A)   Alternate Director to Independent Director 25(1)   Maximum Tenure 25(2)   Meeting of independent directors 25(3) & (4)   Familiarization of independent directors 25(7)   Declaration from Independent Director 25(8) & (9)   Directors and Officers insurance 25(10)   Memberships in Committees 26(1)   Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3)   Disclosure of Shareholding by Non- Executive Directo....