You being the Secretary of Aryan Ltd., have been asked by the Board of directors to make a report on Corporate Governance as required under clause 49 of the listing agreement. State the procedure you would follow and the

CS Professional · Advanced Company Law and Practice · PYQS · June 2016
You being the Secretary of Aryan Ltd., have been asked by the Board of directors to make a report on Corporate Governance as required under clause 49 of the listing agreement. State the procedure you would follow and the information you would include in the report relating to : (i) General meeting of the company; and (ii) Nomination and Remuneration Committee.

Answer & Explanation:

Under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a company is required to submit a The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within fifteen days from close of the quarter. Procedure for making report on Corporate Governance As per the SEBI (LODR) Reg, 2015, the company shall have a separate section on Corporate Governance in the Annual Report of the company with a detailed compliance report on Corporate Governance. The same is also to be disclosed at the website of the company. Prepare a checklist with regard to all the information required to be included in the report. To check all the related documents from which information for preparing the report needs to be extracted; The report shall be signed either by the compliance officer or the chief executive officer of the listed entity. Information to be included in Corporate Governance Report w.r.t.: (i) Nomination and Remuneration Committee: brief description of terms of reference; composition, name of members and chairperson; meeting and attendance during the year; performance evaluation criteria for independent directors. (ii) General body 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.

Topics: Corporate Governance

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