"Listed companies are required to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and should provide a separate section on 'corporate governance' in the annual report of the company."
CS Professional · Advanced Company Law and Practice · PYQS · December 2016
"Listed companies are required to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and should provide a separate section on 'corporate governance' in the annual report of the company." Discuss this statement and suggest list of items relating to general meetings and disclosures to be included in such report.
Answer & Explanation:
In terms of Regulation in respect of the Annual Report i.e. Regulation 34(3) of SEBI (LODR) Regulations, 2015, a listed company is required to provide any other disclosures specified in Companies Act, 2013 along with the other requirements as specified in Schedule V of these regulations. The list of items related to general meetings and disclosures in a separate section on 'corporate governance' section of annual report as prescribed in Part C regarding Corporate Governance Report of Schedule V in respect of Annual Report, as under: Regarding General Meetings location and time, where last three annual general meetings held; whether any special resolutions passed in the previous three annual general meetings; whether any special resolution passed last year through postal ballot – details of voting pattern; person who conducted the postal ballot exercise; whether any special resolution is proposed to be conducted through postal ballot; procedure for postal ballot. Other Disclosures disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large; details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years; details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee; details of compliance with mandatory requirements and adoption of the non-mandatory requirements; web link where policy for determining 'material' subsidiaries is disclosed; web link where policy on dealing with related party transactions; disclosure of commodity price risks and commodity hedging activities. Further, the annual report of the listed company shall contain the additional disclosures with the prescribed details regarding Related Party Disclosure, Management Discussion and Analysis, Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management, Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors' report, Disclosures with respect to demat suspense account/ unclaimed suspense account. Also, non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) as prescribed in Part-C regarding Corporate Governance Report of the Schedule V of the SEBI (LODR) Regulations, 2015, with reasons thereof shall be disclosed. The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted. The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report.
Topics: Corporate Governance
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