Post on 15-Apr-2017
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05/12/2015
Type of Disclosures
Particulars which are to be disclosed
Prior intimation of Board Meetings
Other filing obligation of the company
Other obligation of the company
Obligation towards shareholders
Penalty for defaults
Main points of important prescribed forms
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The Board is required to disclose every material event within 24 hours on its occurrence
There are two kinds of material events that is:
----which are deemed as material
----which may be considered material by Board depending upon its reaction on share price by its disclosure/ omission to stock exchanges
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Amalgamation, merger, demerger , acquisition or disposal of any unit or any other restructuring
Issuance , forfeiture , split or consolidation, buyback , redemption of securities etc
Revision in Rating
Outcome of Meetings of the board of directors
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Agreements not in normal courses of business like shareholder agreement, joint venture agreement etc
Fraud/defaults by promoter or key managerial personnel or by company
Change in directors, key managerial personnel, auditor and compliance officer
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Appointment or discontinuation of share transfer agent
Corporate debt restructuring
One time settlement
Reference to BIFR and winding-up petition filed
Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media
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Proceedings of Annual and extraordinary general meetings
Amendments to memorandum and articles of association
Schedule of analyst meet and presentations on financial results to analysts
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Commencement of commercial operations of any unit Change in the general character of business Awarded/ orders/contracts, not in the normal course
of business Disruption of operations of any unit due to natural
calamity or events such as strikes, lockouts etc
Effects arising out of change in the regulatory obligations
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Detail of Litigation / regulatory action with impact and its updating till the litigation is concluded
Detail of frauds /defaults by directors Detail of Options to purchase securities Detail of giving of guarantees etc for any third party
Brief details and impact of the approval obtained/
withdrawn/ surrendered
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Details of the entities Interest of related parties if
any Reasons Consideration Changes in shareholding
pattern
Detail of target entity
Interest of related parties
Objects and effects
Regulatory approvals if any
Time period for completion
Consideration
Detail of shares acquired
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Details and Reasons
Effect
Interest of related parties
Change in shareholding pattern
Detail of unit
Date of agreement
Expected date of completion
Consideration
Detail of buyers
Interest of related parties
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Type of securities Type of issuance that is public
or preferential allotment etc. Total number and amount of
securities Termination of proposal for
issuance of securities
Names of the investors
Details of investors and issue price after allotment of securities
In case of convertibles - intimation on conversion of securities
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Name of the stock exchange where these are listed
Details of terms of issue
Issue price
Details of defaults and corrective measures undertaken
Bonus is out of free reserves or share premium account
Bonus ratio
Pre and post shareholding
Estimated date of credited of bonus shares
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Split/consolidation ratio
Reasons
Pre and post share capital
Expected time of completion
Size of the issue
Name of the stock exchange
Details of terms of issue
Detail of security
Special rights attached to the instrument
Default or delay in payments
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Issuing authority Reasons Detail of registered holders Period for which order would
be applicable
Number of securities
Buyback price
Pre & post shareholding pattern
Forfeiture of shares and its reissue.
Alteration of capital Change in terms of securities
like redemption of securities.
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Name of parties
Purpose of the agreement or amendment or reasons of termination
Shareholding in the entity with whom the agreement is executed
Significant terms of the agreement
Interest of related parties
In case of issuance of shares to the parties, details of shares and its issue price
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Within 30 minutes of the closure of the meeting ,held to consider or decide the following:-
Declaration / cancellation of Dividends
Buyback of securities
Fund raising proposed
Issue of bonus
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Reissue of forfeited shares
Alterations of capital, including calls
Financial results
Decision on voluntary delisting
The intimation of outcome of meeting of the board of directors shall also
contain the time of commencement and conclusion of the meeting
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For the following matters at least two days notice be given to the stock exchanges :
Proposal for buy back of shares.
Voluntary delisting of shares
Declaration of dividend
Declaration of bonus shares
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For the following matters at least five days notice be given to the stock exchanges :
Consideration of financial annual / quarterly results For the following matters at least eleven days notice
be given to the stock exchanges : Alteration in the nature of securities . Alteration of date of payment of interest / redemption
amount Fund raising by way of issue of securities .
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Quarterly shareholding pattern in the prescribed form within 21 days .
Quarterly deviation / variation report of funds raised through issues from projected utilization after reviewing by Audit Committee .
Quarterly / Annual financial results within 45 / 60 days . A certificate of CFO and CFO be placed before the Board certifying that these do not contain any false statements or omit any material facts.
Quarterly corporate governance compliance report in prescribed form within 15 days .
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Annual report within 21 days of AGM. It shall contain in addition to information as required under Act, Business Responsibility Statement in prescribed form . This inclusion is applicable for top 100 companies or for others it is optional .
Annual Information Memorandum in the prescribed form.
Draft merger / demerger / arrangement scheme to stock exchanges before submitting to court for its no objection letter.
Intimation of loss of share certificates within two days
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Half yearly certificate from practicing company secretary regarding issue of certificates on split up consolidation/ transfer within 30 days .
Seven days notice for closure of transfer of books be given for any corporate action like declaring of dividend/ interest etc.
Giving of results of e-voting within 48 hours of conclusion meeting .
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Company shall obtain in principal approval from stock exchanges before issuing of securities .
Company shall not change its name within one year of earlier change and company should have at least 50% of either turnover / investment of business activity suggested by name.
Publication of notice of Board Meeting for consideration of results in newspapers
Publication of results in newspapers within 48 hours of its consideration
Details of transfers / transmission be laid before each Board Meeting .
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Maintain website consisting following information:
Details of its business
Terms of appointment of independent directors
Compensation to committees.
Code of conduct of board of directors and senior management personnel
Vigil mechanism/ Whistle Blower policy
Payments to non-executive directors
Policy on dealing with related party transactions
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Maintain website consisting following information:
Details of familiarization programmes imparted to independent directors including number of programmes attended and hours spent by them.
Email address and contact information of designated official for grievance redressal
Notice of meeting of Board where financial results shall be discussed
Quarterly / Annual Financial results
Complete copy of the annual report
Shareholding pattern
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Providing of Annual Report 21 days before AGM.
Providing of brief profile etc of proposed directors .
Issue of certificates on split-up consolidation or duplicate within 30 days of its lodgment with the company .
Transfer of shares with in 15 days of request. And in case company fails to register transfer without any valid objection , then company shall compensate opportunity loss for delay.
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Imposition of fine.
Suspension of trading
Freezing of shareholding of promoters .
It will be as determined and specified by the Board from time to time .
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General information of company
Financial information
Director who is responsible for Business Responsibility(BR) policies
Principle-wise BR Policies
Principle-wise Performance
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There are nine principles which have been mentioned by Regulations
-- Conducting business with ethics, transparency and accountability .
--Providing safe products or services and contribution to sustainability
-- Promoting comfort, security, safety and protection of employees
--Respecting interest and responsibility towards stakeholders
-- Respecting and promoting human rights
-- Respecting, protecting and making efforts to restore environment
-- Responsibilities regarding public and regulatory policy
-- Supporting growth and equitable development.
--Responsibilities regarding providing value to customers and consumers
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Detail of promoters shareholding
Detail of public shareholding
Public holding more than 1% of the total shares
Public holding more than 5% of the total shares
Detail of locked-in shares
Detail of Depository Receipts
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Composition of Board of Directors and Committees
Meeting of Board of Directors and Committees
Related party transactions
Affirmations Board of Directors and Committees do all act in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
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Confirm all the disclosures under the regulation are disclosed on the company website
Annual affirmations:
--- Composition and meeting of Board of Directors
--- Committees,
---- Code of conduct
----Risk management,
----Appointment and performance evaluation of independent director,
----Prior or omnibus approval for all related party transactions and policy of related party transaction etc.
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Affirmations for compliance the following act:
Copy of the annual report displayed on website
Presence of Chairperson of Audit Committee at the Annual General Meeting
Presence of Chairperson of the nomination and remuneration committee at the annual general meeting
“Corporate Governance Report” disclosed in Annual Report
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