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principle of corporate_governance

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IX. Report on Corporate Governance
(i) There shall be a separate section on Corporate Governance in the annual reports of company,
with a detailed compliance report on Corporate Governance. Non-compliance of any
mandatory requirement i.e. which is part of the listing agreement with reasons thereof and the
extent to which the non-mandatory requirements have been adopted should be specifically
highlighted. The suggested list of items to be included in this report is given in Annexure-1B
and list of non-mandatory requirements is given in Annexure 1C.
(ii) The companies shall submit a quarterly compliance report to the stock exchanges within 15
days from the close of quarter as per the format given below. The report shall be submitted
either by the Compliance Officer or the Chief Executive Officer of the company after
obtaining due approvals.
Format of Quarterly Compliance Report on Corporate Governance
Name of the Company:
Quarter ending on:
Particulars Clause of Compliance
status Remarks Listing
Agreement (Yes/No/N.A.)
1 2 3 4
I. Board of Directors 49 I
(A) Composition of Board 49 (IA)
(B) Non-executive Directors’ compensation
& disclosures (IB)
(C) Independent Director (IC)
(D) Board Procedure 9 (ID)
(E) Code of Conduct 9 (IE)
(F) Term of office of non-executive directors 49 (IF)
II. Audit Committee 9 (II)
(A) Qualified & Independent Audit Committee 9 (IIA)
(B) Meeting of Audit Committee 9 (IIB)
(C) Powers of Audit Committee 9 (IIC)
(D) Role of Audit Committee II(D)
(E) Review of Information by Audit Committee 49 (IIE)
III. Audit Reports and Audit Qualifications 49 (III)
IV. Whistle Blower Policy 49 (IV)

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V. Subsidiary Companies 49 (V)
VI. Disclosure of contingent liabilities 49 (VI)
VII. Disclosures 49 (VII)
(A) Basis of related party transactions (II A)
(B) Board Disclosures (VIIB)
(C) Proceeds from Initial Public offerings 49 (VIIC)
(D) Remuneration of Directors 49 (VIID)
(E) Management (VIIE)
(F) Shareholders 49 (VIIF)
VIII.CEO/CFO Certification 49 (VIII)
IX. Report on Corporate Governance 49 (IX)
X. Compliance 49 (X)
Note:
(1) The details under each head shall be provided to incorporate all the information required as
per the provisions of the clause 49 of the Listing Agreement.
(2) In the column No.3, compliance or non-compliance may be indicated by Yes/No/N.A.. For
example, if the Board has been composed in accordance with the clause 49 I of the Listing
Agreement, “Yes” may be indicated. Similarly, in case the company has not come out with
an IPO, the words “N.A.” may be indicated against 49 (VIIC).
(3) In the remarks column, reasons for non-compliance may be indicated, for example, in case
of requirement related to circulation of information to the shareholders, which would be done
only in the AGM/EGM, it might be indicated in the “Remarks” column as “will be
complied with at the AGM”. Similarly, in respect of matters which can be complied with
only where the situation arises, for example, “Report on Corporate Governance” is to be a
part of Annual Report only, the words “will be complied in the next Annual Report” may be
indicated.
X. Compliance
The company shall obtain a certificate from either the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance as stipulated in this
clause and annex the certificate with the directors’ report, which is sent annually to all the
shareholders of the company. The same certificate shall also be sent to the Stock Exchanges
along with the annual returns filed by the company.
Schedule of implementation
(1) The provisions of the revised clause 49 shall be implemented as per the schedule of
implementation given below:

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IX. Report on Corporate Governance (i)   There shall be a separate section on Corporate Governance in the annual reports of company, with a detailed compliance report on Corporate Governance. Non-compliance of any mandatory requirement i.e. which is part of the listing agreement with reasons thereof and the extent to which the non-mandatory requirements have been adopted should be specifically highlighted. The suggested list of items to be included in this report is given in Annexure-1B and list of non-mandatory requirements is given in Annexure –1C. (ii) The companies shall submit a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the format given below. The report shall be submitted either by the Compliance Officer or the Chief Executive Officer of the company after obtaining due approvals. Format of Quarterly Compliance Report on Corporate Governance Name of the Company: Quarter ending on:       Particulars                                                            Clause of               Compliance status             Remarks  ...
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