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Audie Corarainee CG

O
E t
Came into
force on 2ndSep 2015
talks about PostListing Rear
to streamline the Older peon
Purpose
to consolidate
clause 49
IC DR

Applicable to All the heated Enties listed


there Gwen below Securities
On Rse

Eaugity NonconvETEamay
see Tor app
secuitised
Comestibles ps Debt
Indian
Debtsec
on
Perpetual Instrument
I nongsmm Klepp
Main Board
SME Exch
IT P InnovativeGrowthPlatform
Mutual fund an Issued
Securities decepts Amendment
Board
any other Security specified by

ArCommine
LODI SEA
Applies to all Applies to hind
Listed Entities I
unlisted Publicco
Except whose Pusc 71109
stneghisted
Entities
on
Pose I 10h Of B 71509 a
MW I 254
707 1006
netto private
co

Independent Dir
Majority of
Min 273rd
Listed o Strength ID
of total
Listed co

withffe Mtbe
Directors

I D
M A
Cs to be secretary
ne
of MA
Quorum 2643rd
Mim 210 Higher
Mim y meetings with MA
Max gapof 120days
MA
Invitees I traderD
Head of ant Aud
Cray be L St Auditor
All Mustbe fin Literate Majorityshall
atleast must be fin be film Literate
Expert
film Literate
chairperson 1 ID
one who attendsAGM

41 1 NO meal of Executive Directors in A C


TO Investigate any party
power Is To seek
Entity
infofrom any ee
FIL to take legal
puff Advice
Chisti's
not Exhaustive TO seek Attendance Of Expert
Powers
Board may further Delegate
1 all
to
RolfAuditommitted clause
points of CARO 2020 Except
ward To
6 12116 21
monitor
prefix the
Process
O gal he Repael ng
To decide Appt Terms Rem of Auditors
in case of Gout Entity only Rem
To Review Quarterly with Board
first
To Approve payments to St And for
Other Semices
To decide the Inclusions in Die Resp St
To Discuss the I C weaknesses with
Internal And St Auditor
To Discuss the Investigative findings with
Ant Audi ten
To Discuss thescope objective off And
before Commencement of Audit
To monitor the perf Independence
Effectiveness of St Auditor
To monitor vigil Mechanism W BP
To check the rationale of Decisions cast
Benefit analysis in cases of Amalgamations
Mergers
To appoint Kin
CFO Park xp bar's
Demeagees
To monitor changes in Aping policies keep
cheek on Significant Accounting Entries

Mandatory Review by Audit Committee

Management
Discussion Analysis Repast
Statement Significant RPT
of issued
Letter weaknesses on ICs
of
by Statutary Auditors
on weaknesses Fcs issuedby
Report of
I A
Removal Rem Int Auditor
Appt q chief
Statement A Quarterly Donations
of
Deviations on the Monitoring Agency
L Annual Deviations
report onother
funds utilized
thanraised
for purpose
via minutesq
who shall
t statutory G Acraeeting
kit Auditorof
such Entity
L via other Agenda
papersetc

Obey Whisper It 80
if waved
Neither An Audit
for an Auditor not aint
4 ofopinion
a Review

To an exp
shall follow COE issued by ICA
C def 1
shall help Audit Committee on
RespanAudited A Alcing
matters
aulating Auditing
I
to bring Romm to Least
laul
Censure not to
Get Involved In Compliance
CG
of
BOD Meetings Composition

Forthe top 2000 listed entities


I
atleast 6 Members must be
as Directors on their Board
which
he
shall be Calculated
outq
atleast so to Shall be
C whom
as market Met among
per atleast Bud
Capitalization woman Director
is musty
Max Age Limit a MED 75 years
SR is passed
beyond 75 years
Allowed if with Expen
statement
SHED
If Chairperson
of BOD

who is neither
Ig is related
Promoter to
any Promoters
related to
group
promotesGroup is Promoter
de
dyed 1 2 Shall
ShallbeIDs beIDs
CowithEa shares atleast
outstanding SR 1 2 Shall
SuperLRights beID
with Top 500 Listed
Effectfomi 4 2020
entities
I
Chairperson oftachtistedco
I
Shall be
I shall not be
MED chelated tomb
CEOasper
Definitionof
relative
BOARDANEGINGS
atty Secs others
IPSC
public co I with
private
within
shall
conduct
FIE Hays
IstBM Inc
Godaysoffne 2in of
Subs Bins atleast acalyendall SEE Hima
21m Calender
Year Months
Gmonths Each Max Gapof
120days
blue the2meetings

Quorum beg
t 1 3673 Wetugher
indeed
atleast IID

MaximumDgrectaestugs
in general 20 co

Capers
as peeler
from 1 4 20201 Max 7 Directorship.im Listed
Entities
CF Max IDs
MD wed ima
I Ifan Listedcot
then Maximum
BIDS Allowed
Mother Listedcos
REMUNERATION

FDirecty under C G parag


Disclosures
7 Whet AR
whattoDisclase
p

About AboutIndividual
DE
2
Their criteria I 2 I
fined Det
Pecuniary 9 benefits
component salaries I
drelationship making Bonus stock
with LE Payment Incentive
ofRem
options
based pensions

ofsalary stage

whatanthe
Houthwa
formalities

BRT prior Approvalof


It
Cluny
Efg
priaeApp
Years SH by
J
TH by SR of SE
where Remtoaned
50108 when ahem
Total pento g multiple
paid to all such such
EDS
MEDS
qaD a.st
34 GetRem
Auditor's Resp quip
go
Must cheek Minutes validityof such offline
4 Btn ste meetings Resolution is uptoTerm
ofDirectors
Agenda papers to
ensure whether valuation Esops
P Disclosures for I of
properly May take
Expects
properlymade made in AR
feelp as pusAE
Chairmanship Membership of Committee
Abernethy Chairman member
of
of of
Max 5 Committees Max to Committees
Audit Committee
Committeeman Stakeholder Relationship Committee
company means
only Public ltd It'stedlisted
Put Sect foreign High Value DebtListed Entities not
covered3
valuedistedentity i means having soon
High
ofMcDs outstanding
as on 31st March

of preceding Ay
OtherDisclosures
f

BOD makes check


of compliance departs
intervals Cif
regular any noncompliance
found to rectify it
y
Senior
Mgtofco shall make their Interest

Discore before entering into amount


Interest
which may have Conflict
of
shall always have a plan Succession
BOD
its BOD Senior
of
for of tag
Kaps ee not Allowed
Diy promoters
to enter into any contract of Securities
with SH third party without prior
Approval of Bothe shareholders

ID is guiltyof omission commission only


f ing
when it is proved that with niggget
consent

I DIDksigns must fill such c u months


73
Removed not later than on
I ment
Both
No Such deauirement
IDs are present in BOD if already sufficient
Top 500 listed Entities f thighDebut naked
LE
ANTI must take Die's offices Insurance
for their far Sum
i
2.1
Assured E Risks determined
as
BOD
by
CODE Conduct
of
FITR Duties
published obtain
T
mtg item
yearly
went mom
on
god compliance
fromBOD
tobepuslised in ARE Esm
Signedby Ceo
Members including
Stymeary
score Mgtteam
CHOE SectoneRankbelow
Excluding i Ceo Md Whb Mgttro
BOD madeitaenot
Auditor Shallmecheck whether Annual Confirmation
Given arnot
published on website
or not

Vigil Mechanism

Itoprotectthe
Thereshall tobe
published whistleblower's
beaWBP on
website against Victimization
Vigil
mechanism a by Seniors Dial
Included els
in Every Listed
Entity to repent in d
Concerns
Board's Direct
the Genuine ng to
report pecess
AC
chairperson of
RELIED PARI TRANSALINS

Whichone a Material Rft


d
Amt RPT lot cons
If of of Too

But in Caseof Royaltyfrom


usage
its
1 Brand
5
To be carried out with Prior Approval
Audit Committee
of
OmnibusApprovalofAuditcomittee
AC some conditions
may prescribe
valid l
for year
Review on quarterly Basis
Baseprice
Disease
I Imig
Name

mature
yen
of RP
content
Variation
often ifam

I
Available then
If no such Tufo
approvalfor Max
Trn of Fla
Generally RPT enquire resolution
it is carried out under
Died by SH but if
within Resolution plan
under Insolvency
1 Day Code Not Required

RPT b w
72 Goutcos
sub the
btw tencod loot considered
as RPTs

L E within 30 daysof publishmentof


shall
its Sts CAs
of Halfyear file
S E
such into with
I
to HDULE
Eavally applicable

UMft Unlisted Material Subsidiary


of
Listedatity
what makes it such Sub Con listed
Tal If contributes 720 0
Consolidated Inc
ofG Nw
ID Bob ons
One LE on
of
Bob
Iurns sable Bod of Le
of to
I significant
significant
contract Arrangements
entered t
A C of he Ifs of urns
very
Lquestments
Ispecialfocus
wants to Dispose
If I 209 total Assetsof
of urns

can be
f wants to Dispose shareholding
into
d resulting 50 Mess
shareholding

desolation Orderof court


either Tribunal
Plan under
See 31 of BBC 2016
Must Resolution Copy with RSE within
file
one
Day
Secretarial Audit is required for oms
in Judea

statements
of
Listed Entities
Applies to
to be submitted to Rse on Quarterly
basis
Whatdoesitantudes
Deviation in utilization funds
raised via a publicIssue of
Right Issue
Issue
pref
f sector wise
Consolidated
Like capexp
we
Revenue
exp
Till when Till the utilization
tobmitted offunds fulfillment
ofpurpose
Discussion
Management
Affront
one the Mandatory Renew by A
of
in addition to Board Report for
Listed entities
Includes Cfm as well as non fin
co
A
Tuff
Structure
Industry of Developments
B Bes
Adequacy
of
c
financial performance of Operational
pelf
D Seeta wise product wise performance
e Technological Advancements HR
Development
F Risks Concerns
G outlook opportunities threats
in Ratios
I 17 225 change following
withExplainatinithly
Net D
GPmargin profitMargin Gato
Futelestage ratio
Debtor Mary
Turnover To
Current Ratio
retain compared
1 Change in Is new with taster
SA 315
To consider
Andi Reep
SAID
FILI ONSHAREHOLDERS

TAboutDirectats AboutAuditors
I deappointed
I Kapp
Mpppkinted Newly
there is any
If
change in Rem
of Director
Resume
as
Relationship among Die inter se payable compared
to outgoingAnd
Expertise infunctional Areas with justification
Directorships Memberships considerationof
Chommittel
other Le Recommendations

Shareholding of MEDS
made Apple
forAuditors
Reappof
Aft AuditRegs To verify whether info as pee LODR
provided to Shareholders a not
Amendments asper Sec 136 such to SH must
info
be sent via email
Kept it openfor inspection its R O during
business Hours
foe atleast 2 Hours 21Days before
the Abin of Co

STAKEHOLDER'S RELATIONSHIP Committee


I
to be Fit
to took after the
byft
quiviences complaints
SH DH
of
other Security Holders
to have 3 Director with atleast IID
d but
it is he Cavityshares with of
if S R
Min 2 3ShallbeIDs
to be chained by MED to be present in AGM for
St's Answers
Shall meet atleast Once in a year
to obtain the compliance Certificate on Resolved
Complaintsfrom SEBI Rse upto date of its

I tilt
publication
am rel Dividend culated
setgbupug.ae

By Audrey non Payment


ofInterest
checking mines f SRI
Cheques whether properlyfunctioning
to ensure the Est
ofthis committee
as required under
to be headedbyMED LOD R not
with one I Dir

TRANSFER TRANSMission
offs
TRANSPOSITION

TheBoard he
of mustumelegate.to nig.t
complianceoff
m

I L share Tr Agents
After Delegation must ensure that 11 Is
ai the
Inspected unified Every Fatma
Delegates Shall depart Board in Every
to

meeting about their statues


Incase Dematerialised
It of transferof shares
only
I shares Can betfeed
notreqinlaseqtmetrn

Audit's BM Minutes
nest inspect
to ensure paumgutTpating
checking on
to Board
Delegation Evey I'mMeeting
CEO
Compliance Certificate By Cfo
It is the responsibility Ceo Cfo of fistedentity
to depart Board of É
certify the following

away
they have reviewed
2It
represents
Doesn't
The
Fs Certify that True fair contain
its freefrom omissionofrated anything
view a
made as pee which
Misleading Info
AFRA unlawful
e
Illegal
theLIB
Against
ON fees that
Icsis Adequate as 7 Reported
per Matured tizeqt.ie If anyareDeficiencies
there Deficiencies
farits financialdeparting steps have been to Auditor
taken to Rectify Acc

Shall certify withangaed to coming Acrassany

Significant Isignificant Isignificant


frauds Changes in FCS changes in Aping
policies

Disclosures

a
Deviation
Transparency RPICMaterial
InfoonPrep Quaitely
fronts
PIE
offsaspet with 1
As financial
tobefiled
Rse within 21 Factof
Anon Denationg
financial Daysfeomendof
Disclosures Quarter AfcingTreatment
Access to Nestor be considered
on About Repettocompliance by that
Information Signed
Minutes including offices Different
Ceo
Dissenting Opinions feomas
to be published INDAS
along
Annual g
on website with
report justification
to be added
in fin Statenuts
that Howl'tmalepresent
True
FS as
more
fair
Committee

E ag mm.sn
CMomentff
Rem Committee
Consisted By board
BOD Constituted Byard
Minzmemberstaajority
I atleast ID 4Mt atleast
EsmithITgpad shall be Half
BOD
ID
Tbf
incase
I'D

Chairperson senialexecutives Escsr 213g


I Cnotallowed Chairperson 1 2 D
only Membership
chairman of LE
Shallmet 2timesinayear de
CMarqapisodays cank can't
chair
Member
Applies to Top1000listed committee
once in
2671 Shakti
Quote 3439
with atleast one BOD
a
year
Roles to take care
Queen 201
1
Risks thigheemoth 121
going
Including Cyber Risks chairperson to be
AGM
Power to obtain intron present
be Answerable
any ee use Legal proof May
Advice Enforce Attendance
Roy QTPositive
of outsiders if Required Attributes Independence
policy for kj.PE
ee
Diversity of Board
Evaluation of ID'sIndependence
to extend continue the
term of ID
Identify persons for
alsofor Removal Btn
promotions to
I
REPORT ON CG Quarterly
t within 21
Day
end of quarter
Brief summary
of
Company
signed by
CofE
BOD Nomination
Rem Committee
Audit Committee

Rem to Directors St R Committee

me Last3AGMs
DetahofMeeting
I ftp.g
Postal Ballot voting
via website
Meansforge newspapers
what Quarterly insults
otheeyeneealsh.info t time Date
Location Meetings Fry Highestprice
of stock
honest in Market Dividend info
stock code etc
RPT which
Other Disclosures fig may
conflict
Detailsof
ITT weeblink
Details of Where Material
non compliancy subsidiaries
Mandatory
penalties non mandatoryReg Policy
Punishments
Strictures on L E Compleancies listed

Non compliance with any of above 10


Disclosures with Reasons

SECRETARIALAUDIT SECRETARIAL

Compuitanceport
to h its vans e
Secretarial Applies in India
Ave to be in Annualrepent
L filed
signed by PCs
Secret compliance Repent
to befiled with RSE by lie within
60 days end Every fry
from of

Iiatiesiminimisitation
to Alt 3 Disclosures be
made in C Greport
I
of complaints Roof Complaints
no
no.of Complaints
Registers
pungpimananyatt
Resignation By Statutory AUDITOR

of LII Matentubsidians
Auditor Le Ms
When a statutory
of
Lts a matter Concern Investors
designs of
Other stakeholders
for
therefore
heDR angulations 2019
CAmendment lasted following
responsibilities on Le um
St Audet its II
Respoffe As when it receives the
its
intimation
of Resignation of
81 Audi la s not ee
than 24 Hes from such
Communication It shall be
intimated to RSE

Respirator St Auditor must reach


to chairman Ae regarding
of
non Av
onofInfo
Issues like 7
non cooperation
by tagt
In case it is still not resolved
Auditor may consider to propose his
Resi
the
nation
upon Relieving designation proposal
the Audit Committee without waiting
further of its Quarterly Meeting
express its views
Shall Discuss to ta gt Auditor
the Matter
In the Canning Audit Committee meeting it
shall be Viewed as an Important Matter
within 24 Hours of such AC Meeting
it shall submit its Review to RSE
ResponsibilityAn Audit
St Auditor Resigns in the first Usdaysof Quarter
If then he shall be diesponsible for Audit
Limited Reviewof that previousQuarter
In case he resigns in the Nentas Daysof
cementQuarter then he hhallbe chesponsible for both
Current Quarter's Audit Limited
LastQuarter
Review
Applies on 2nd 3rdQuarter
Incase he designs on
any Day In the Last
Quarterof fry all 4 Quarters
for
Resp
full financial Year's Audit
T LimitedReview
G
while Giving resignation He shall providefollowingother
details as per LODR Regulations any
I 2 2 I 277 detail
related Triedto
Detailed Association Additionalwhether
Alternate reason
Info
Aftergnation LeMans was 9m
appliedtogas Ig.mg InT.y
procedures modified
onscopeby repeat
Mgt if any
He shall declare end that above Rufois scarlet
I Complete

Before Appointing reappointing Auditor it is Mandatory


to include the info relating to Resignation Loor
mules in the Terms of
Appointment Afalready
appointed Later terms shall be suitablyModified
on

Audit LimitedReview
Till the completion
I of Quarterly
Led Oms is Expected to deliver same
co operation Help Assistance required
Even after intimation of Resignationis
deadened

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