GK Ltd. is a listed company having paid up equity share of ₹ 8 crore, preference share capital of ₹ 5 crore and net worth of ₹ 15 crore as on 31st March, 2019. The management intends to implement a "Code of Conduct" for

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance provisions shall apply to listed companies subject to certain exceptions. Corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply, in respect of following: The listed entity having: paid up equity share capital not exceeding rupees 10 crore and Net worth not exceeding rupees 25 crore, as on the last day of the previous financial year. In the given case - Situation -I Paid up equity share capital is ₹8 Crore i.e. not exceeding ₹10 Crores AND Net worth is ₹15 Crores i.e. not exceeding ₹25 Crores. Hence, regulation 17(5) for Code of Conduct of Board of Directors & Senior Management does not apply to GK Ltd. Situation-II If paid up equity share capital is increased to ₹15 Crores and Net worth is increased to ₹35 Crores, the regulation 17(5) for Code of Conduct for Board of Directors & Senior Management shall become applicable as it will exceed the criteria of share capital and net worth. Note: Preference share capital do not have any bearing on the instant case.