CS Knowledge Platform-Ravi Garg: Draft Corporate Governance Report

Draft Corporate Governance Report

ANNEXURE I
Format to be submitted by listed entity on Quarterly basis

1. Name of Listed Entity

2. Quarter ending

Title (Mr./Ms.)	Name of the Director	PAN & DIN	Category (Chairperson /Executive/ Non- Executive/ in dependent/ Nominee) &	Date of Appoint ment in the current term /cessati on	Tenure*	No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)	Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)	No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)








$PAN number of any director would not be displayed on the website of Stock Exchange &Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen * to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.
II. Composition of Committees
Name of Committee				Name of Committee members			Category (Chairperson/Executive/ Non- Executive/independent/Nomin ee) $
1. Audit Committee
2. Nomination & Remuneration Committee
3. Risk Management Committee(if applicable)
4. Stakeholders Relationship Committee’
If Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen
III. Meeting of Board of Directors
Date(s) of Meeting (if any) in the previous quarter			Date(s) of Meeting (if any) in the relevant quarter				Maximum gap between any two consecutive (in number of days)




IV. Meeting of Committees
Date(s) of meeting of the committee in the relevant quarter		Whether requirement of Quorum met (details)		Date(s) of meeting of the committee in the previous quarter			Maximum gap between any two consecutive meetings in number of days*




* This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional
V. Related Party Transactions
Subject				Compliance status (Yes/No/NA)refer note below
Whether prior approval of audit committee obtained
Whether shareholder approval obtained for material RPT
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee
Note 1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A.. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may be indicated. 2 If status is “No” details of non-compliance may be given here.
VI. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee b. Nomination & remuneration committee c. Stakeholders relationship committee d. Risk management committee (applicable to the top 100 listed entities) 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here:

For ...........Ltd


Company Secretary & Compliance Officer

ANNEXURE II
Format to be submitted by listed entity at the end of the financial year

(for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations
Item			Compliance status (Yes/No/NA)refer note below
Details of business
Terms and conditions of appointment of independent directors
Composition of various committees of board of directors
Code of conduct of board of directors and senior management personnel
Details of establishment of vigil mechanism/ Whistle Blower policy
Criteria of making payments to non-executive directors
Policy on dealing with related party transactions
Policy for determining ‘material’ subsidiaries
Details of familiarization programmes imparted to independent directors
Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
email address for grievance redressal and other relevant details
Financial results
Shareholding pattern
Details of agreements entered into with the media companies and/or their associates
New name and the old name of the listed entity
II Annual Affirmations
Particulars	Regulation Number	Compliance status (Yes/No/NA)refer note below
Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’	16(1)(b) & 25(6)
Board composition	17(1)
Meeting of Board of directors	17(2)
Review of Compliance Reports	17(3)
Plans for orderly succession for appointments	17(4)
Code of Conduct	17(5)
Fees/compensation	17(6)
Minimum Information	17(7)
Compliance Certificate	17(8)
Risk Assessment & Management	17(9)
Performance Evaluation of Independent Directors	17(10)
Composition of Audit Committee	18(1)
Meeting of Audit Committee	18(2)
Composition of nomination & remuneration committee	19(1) & (2)
Composition of Stakeholder Relationship Committee	20(1) & (2)
Composition and role of risk management committee	21(1),(2),(3),(4)
Vigil Mechanism	22
Policy for related party Transaction	23(1),(5),(6),(7) & (8)
Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)
Approval for material related party transactions	23(4)
Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)
Maximum Directorship & Tenure	25(1) & (2)
Meeting of independent directors	25(3) & (4)
Familiarization of independent directors	25(7)
Memberships in Committees	26(1)
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)
Disclosure of Shareholding by Non- Executive Directors	26(4)
Policy with respect to Obligations of directors and senior management	26(2) & 26(5)
Note 1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/ N.A.. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may be indicated. 2 If status is “No” details of non-compliance may be given here. 3 If the Listed Entity would like to provide any other information the same may be indicated here.
III-Affirmations: The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied.
Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO

ANNEXURE III

Format to be submitted by listed entity at the end of 6 months after end of
financial year along-with second quarter report of next financial year

I Affirmations
Broad heading	Regulation Number	Compliance status (Yes/No/NA)refer note below
Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website	46(2)
Presence of Chairperson of Audit Committee at the Annual General Meeting	18(1)(d)
Presence of Chairperson of the nomination and remuneration committee at the annual general meeting	19(3)
Whether “Corporate Governance Report” disclosed in Annual Report	34(3) read with para C of Schedule V
Note 1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A.. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may be indicated. 2 If status is “No” details of non-compliance may be given here. 3 If the Listed Entity would like to provide any other information the same may be indicated here.
Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO