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TMI BlogAnnual Report [See regulation 34(3) and 53(f)]X X X X Extracts X X X X X X X X Extracts X X X X ..... hares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan. For the purpose of above disclosures directors' interest shall have the same meaning as given in Section184 of Companies Act, 2013. 1[(2A) Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results.] 14[3. The above disclosures shall not be applicable to listed banks.] B. Management Discussion and Analysis: 1. This section shall include discussion on the following matters within the limits set by the listed entity's competitive position: (a) Industry structure and developments. (b) Opportunities and Threats. (c) Segment-wise or product-wise performance. (d) Outlook (e) Risks and concerns. (f) Internal control systems and their adequacy. (g) Discussion on financial performance with respect to operational performance. (h) Material developments in Human Resources / Industrial Relations front, including number of people employed. 2[(i) details of signific ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and (ii) With effect from the financial year ended March 31, 2020, the names of directors who have such skills / expertise / competence (i) confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management. (j) detailed reasons for the resignation of an independent director who resigns before the expiry of his 8[/her] tenure along with a confirmation by such director that there are no other material reasons other than those provided.] (3) Audit committee: (a) brief description of terms of reference; (b) composition, name of members and chairperson; (c) meetings and attendance during the year. (4) Nomination and Remuneration Committee: (a) brief description of terms of reference; (b) composition, name of members and chairperson; (c) meeting and attendance during the year; (d) performance evaluation criteria for independent directors. 9[(5) Stakeholders' relationship committe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting - date, time and venue; (b) financial year; (c) dividend payment date; (d) the name and address of each stock exchange(s) at which the listed entity's securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s); 19[****] (h) in case the securities are suspended from trading, the directors report shall explain the reason thereof; (i) registrar to an issue and share transfer agents; (j) share transfer system; (k) distribution of shareholding; (l) dematerialization of shares and liquidity; (m) outstanding global depository receipts or american depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity; (n) commodity price risk or foreign exchange risk and hedging activities; (o) plant locations; (p) address for correspondence. 5[(q) list of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.] (10) Other Disclosu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and its subsidiaries of 'Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount': Provided that this requirement shall be applicable to all listed entities except for listed banks.] 16[(n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.] (11) Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed. (12) 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. (13) 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. D. 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 dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave;-vis the listed entity shall be disclosed in the annual report; (b) criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity's website and reference drawn thereto in the annual report; (c) disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made: (i) all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc; (ii) details of fixed component and performance linked incentives, along with the performance criteria; (iii) service contracts, notice period, severance fees; (iv) stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable." 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as "(6) Stakeholders' grievance committee: (a) name of non-executive director heading the committee; (b) name and designation of compliance ..... X X X X Extracts X X X X X X X X Extracts X X X X
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