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TMI BlogCorporate Governance [See Regulation 17(7)]X X X X Extracts X X X X X X X X Extracts X X X X ..... ssible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the listed entity or taken an adverse view regarding another enterprise that may have negative implications on the listed entity. J. Details of any joint venture or collaboration agreement. K. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. L. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. M. Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business. N. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. O. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc. PART B: COMPLIANCE CERTIFICATE [See Regulation 17(8) 17[and Regulation 62D(14)]] The following complian ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: (a) matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; (b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements; (f) disclosure of any related party transactions; (g) modified opinion(s) in the draft audit report; (5) reviewing, with the management, the quarterly financial statements before submission to the board for approval; (6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... existing as on the date of coming into force of this provision.] 5[(22) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.] B. The audit committee shall mandatorily review the following information: (1) management discussion and analysis of financial condition and results of operations; (2) 10[****] (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; and (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. (6) statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7). PART D: ROLE OF COMMITTEES (OTHER THAN AUDIT COMMITTEE) 6[[See Regulation 19(4), 20(4) 19[,] 21(4) 20[, 62G, 62H and 62I]]] A. ROL ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.] 21[(5) Resolving grievances of debenture holders related to creation of charge, payment of interest/ principal, maintenance of security cover and any other covenants.] 7[C. Risk Management Committee The role of the committee shall, inter alia, include the following: (1) To formulate a detailed risk management policy which shall include: (a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee. (b) Measures for risk mitigation including systems and processes for internal control of identified risks. (c) Business continuity plan. (2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (3) To monitor and oversee implement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut the presence of non-independent directors and members of the management and all the independent directors shall endeavour to be present at such meetings. G. Risk Management Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 may constitute a risk management committee with the composition, roles and responsibilities specified in regulation 21.] ************** NOTES:- 1 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 2 Inserted ibid. 3 Substituted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. Prior to the same, the provision read as follows: "The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends." 4 Clause D omitted ibid, w.e.f. 1.4.2020. prior to the omission, clause D read as follows: "D. Separate posts of chairperson and chief executive officer The listed entity ..... X X X X Extracts X X X X X X X X Extracts X X X X
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