SECRETARIAL AUDIT COMPLIANCE MANAGEMENT AND DUE DILIGENCE

Size: px
Start display at page:

Download "SECRETARIAL AUDIT COMPLIANCE MANAGEMENT AND DUE DILIGENCE"

Transcription

1 STUDY MATERIAL PROFESSIONAL PROGRAMME SECRETARIAL AUDIT COMPLIANCE MANAGEMENT AND DUE DILIGENCE MODULE 1 PAPER 2 ICSI House, 22, Institutional Area, Lodi Road, New Delhi tel , fax website

2 THE INSTITUTE OF COMPANY SECRETARIES OF INDIA TIMING OF HEADQUARTERS Monday to Friday Office Timings 9.00 A.M. to P.M. Public Dealing Timings Without financial transactions 9.30 A.M. to 5.00 P.M. With financial transactions 9.30 A.M. to 4.00 P.M. Phones , Fax Website Laser Typesetting by Delhi Computer Services, Dwarka, New Delhi Printed at Tan Prints/PRN-2432/July, 2014/2000

3 PROFESSIONAL PROGRAMME SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE Due diligence is an investigative process for providing the desired comfort level about the potential investment and to minimize the risks such as hidden uncovered liabilities, poor growth prospects, price claimed for proposed investment being on higher side etc., In general due diligence process is transaction based. Secretarial Audit is a process to check compliance with the provisions of various laws and rules/ regulations/procedures, maintenance of books, records etc., by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed the due process. It is essentially a mechanism to monitor compliance with the requirements of stated laws. Compliance management is the method by which corporate manage the entire compliance process. It includes the compliance program, compliance audit, compliance report etc. and in other words it is called compliance solution. Secretarial Audit and Compliance management are the routine tools for effective governance. Compliance management is to be in built into the corporate system to avoid non compliances and the Secretarial audit is carried out on periodical basis by an independent professional. Due diligence is a pre-emptive tool to assess a business transaction. The study material is based on those sections of the Companies Act, 2013 and the rules made there under which have been notified by the Government of India and came into force w.e.f. April 01, 2014 (including Amendments/clarifications/circulars issued there under upto June, 2014). In respect of sections of The Companies Act, 2013 which have not been notified, applicable sections of Companies Act, 1956 have been dealt with in the study. Company Secretaryship being a professional course, the examination standards are set very high, with emphasis on knowledge of concepts, applications, procedures and case laws, for which sole reliance on the contents of the study material may not be enough. Besides Company Secretaries Regulations, 1982 requires the students to be conversant with the amendments to the laws made upto six months preceding the date of examination. This study material may therefore be regarded as basic material and must be read along with the notified provisions of companies Act 2013 and rules made thereunder and the provisions of Companies Act 1956 which is still in force. The amendments made upto June 2014 have been incorporated in this study material. However, it may happen that some developments might have taken place during the printing of the study material and its supply to the students. The students are therefore advised to refer to the e-bulletin 'Student Company Secretary' and ICSI Journal Chartered Secretary and other publications for updation of study material. In the event of any doubt, students may contact the Directorate of Academics at Although due care has been taken in publishing this study material yet the possibility of errors, omissions and/or discrepancies cannot be ruled out. This publication is released with an understanding that the Institute shall not be responsible for any errors, omissions and/or discrepancies or any action taken in that behalf. Should there be any discrepancy, error or omission noted in the study material, the Institute shall be obliged if the same are brought to its notice for issue of corrigendum in the e-bulletin 'Student Company Secretary'.

4 (iv) PROFESSIONAL PROGRAMME SYLLABUS FOR MODULE 1 - PAPER 1: SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE (100 MARKS) Level of Knowledge: Expert Knowledge Objective: (i) To acquire thorough understanding of Secretarial Audit and Corporate Compliance Management. (ii) To acquire understanding of the due diligence of various business transactions. Detailed Contents: 1. Secretarial Standards Concept, Scope and Advantages Secretarial Standards issued by the ICSI PART A: Secretarial Audit (25 Marks) Compliance of Secretarial Standards for Good Governance Relevance of Guidance Note(s) 2. Secretarial Audit Need, Objective and Scope Periodicity and Format for Secretarial Audit Report Benefits of Secretarial Audit Professional Responsibilities and Penalties 3. Checklist for Secretarial Audit 4. Due Diligence - An Overview Part B: Due Diligence and Compliance Management (75 Marks) Introduction, Nature, Need and its Significance Objectives, Scope and Types of Due Diligence Process of Due Diligence Concept of Data Room in Due Diligence Due Diligence vs. Audit 5. Issue of Securities Introduction and Regulatory Framework Pre and Post Issue Due Diligence - IPO/FPO Due Diligence - Preferential Issues of Listed and Unlisted Companies Employee Stock Option, Bonus Issue, Rights Issue, Debt Issues

5 Issue of Securities by SMEs (v) Role of Company Secretary in Issue of Securities 6. Depository Receipts Due Diligence Introduction; Broad Regulatory Framework; Parties, Approvals, Documentation and Process Issue of ADRs, GDRs, IDRs and FCCBs 7. Merger & Acquisition (M&A) Due Diligence Introduction Stages of M&A Due Diligence Data Room Management Business, Financial, Legal and Corporate Governance Due Diligence HR and Cultural Due Diligence Impact of Due Diligence on Valuation Takeovers and Acquisitions Due Diligence 8. Competition Law Due Diligence Introduction Need for Competition Compliance Programme Mergers & Acquisitions and Competition Law Aspects Reasons for Due Diligence of Competition Law Aspects Process of Due Diligence of Competition Law Aspects Due Diligence of Various Agreements Some Common Anti Competitive Practices Due Diligence on Abuse of Dominance Due Diligence Checklist for Compliance with Competition Act, 2002 Checklist for Anti Competitive Agreements/Abuse of Dominant Position/Regulation of Combinations 9. Legal Due Diligence Introduction Objectives, Scope, Need and Process General Documents/Aspects to be covered Possible Hurdles in Carrying out a Legal Due Diligence and Remedial Actions 10. Due Diligence for Banks Introduction Need for Due Diligence for Banks Process of Due Diligence for Banks Due Diligence Report to Banks

6 (vi) 11. Environmental Due Diligence Introduction Need for Environmental Due Diligence Process involved in Environmental Due Diligence Regulatory Framework relating to Environment Check List on Major Regulatory Compliances Environmental Guidelines for Industries by Ministry of Environment Environmental Impact Assessment Environmental Management Plan Preparation of Risk Analysis Matrix Identification of Potential Issues Impact Analysis Suggestions and Mitigation Measures 12. Search and Status Reports Importance and Scope Verification of Documents relating to Charges Requirements of Financial Institutions and Corporate Lenders Preparation of Report 13. Compliance Management Concept and Significance Establishment of Compliance Management System Absolute, Apparent and Adequate Compliance

7 (vii) LIST OF RECOMMENDED BOOKS MODULE I PAPER 2 : SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE Recommended Readings and References: 1. Taxmann : SEBI Manual 2. Mamta Bhargava : Compliances and Procedures under SEBI Law, Shreeji Publishers, 8/294, Sunder Vihar, New Delhi ICSI : Handbook on Mergers Amalgamations and takeovers. 4. Snow white : Mergers/Amalgamations, takeovers, Joint Ventures, LLPs and Corporate Restructure by K R Sampath 5. Butterworths : Mergers et al by S Ramanujam 6. The Art of M&A Due Diligence : Alexandra Reed Lajoux & Charles M. Elson 7. Regulations/Rules/Guidelines/Circulars issued by SEBI, RBI, MCA etc from time to time. 8. Bare Acts 9. Listing agreement for Equity, debts, Indian Depository Receipts etc. 10. Guidance Note on Diligence Report for Banks (ICSI Publication) 11. Referencer on Secretarial Audit (ICSI Publication) 12. Important Websites (a) (b) (c) (d) (e) Journals: 1. Chartered Secretary : ICSI, New Delhi 2. Student Company Secretary : ICSI, New Delhi 3. Corporate Law Adviser : Vishaman Publisher (P) Ltd. 4. SEBI and Corporate Laws : Taxmann Note: (i) Students are advised to read the relevant Bare Acts, Regulations/circulars/rules issued by various regulatory authorities like SEBI, RBI, MCA etc from time to time in addition to reading of journels like Student Company Secretary, Chartered Secretary etc. (ii) The reference to websites of different regulatory authorities is essential.

8 (viii) ARRANGEMENT OF STUDY LESSONS PAPER 1: SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE (100 Marks) Lesson No. Subject PART A 1 Secretarial Audit and Secretarial Standards An Overview 2. Check Lists for Secretarial Audit PART B 3. Due Diligence An Overview 4. Issue of Securities 5. Depository Receipts Due Diligence 6. Due Diligence Mergers & Amalgamations 7. Competition Law Due Diligence 8. Legal Due Diligence 9. Due Diligence for Banks 10. Environmental Due Diligence 11. Search & Status Report 12. Compliance Management

9 (ix) PROFESSIONAL PROGRAMME SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE CONTENTS Lesson 1 SECRETARIAL AUDIT AND SECRETARIAL STANDARDS AN OVERVIEW Learning objectives 1 Introduction 2 The objectives of Secretarial Audit 2 Scope of Secretarial Audit 5 Need for Secretarial Audit 5 Secretarial Audit & Company Secretary in Practice (PCS) 7 Benefits and beneficiaries of Secretarial Audit 9 Secretarial Standard 10 Scope of Secretarial Standards 10 Procedure for issuing Secretarial Standards 11 Need for Secretarial Standards 12 Compliance of Secretarial Standards for good governance 24 Secretarial Standards under the Companies Act, Secretarial Audit Report 26 Lesson Round Up 26 Self Test Questions 26 Page Lesson 2 CHECKLIST- SECRETARIAL AUDIT Learning Objectives 27 Introduction 28 Checklist under the Companies Act, General Compliance Requirements 28 Memorandum and/or Articles of Association 29 Disclosures 30 Issue of shares and other securities 30 Preferential issue u/s Employee Stock Option under Companies Act, 2013 and Rules made thereunder 35 Debentures 36 Issue and redemption of preference shares 36 Transfer and transmission of shares and other securities and related matters 37 Deposits 38 Charges 38 Meetings of Directors/ Committees thereof, shareholders and other stakeholders 39 Dividend 44 Corporate Social Responsibility (CSR) 44

10 (x) Page Directors and Key Managerial Personnel ( KMP ) 45 Loans to Directors etc. and Related Party Transactions (section 185& 188) 47 Loans, investments, guarantees and securities (Section 186) 47 Registers, filing of Forms, return and documents 47 Registration of resolutions and agreements 55 Checklist- FEMA Regulations 62 Foreign Direct Investment 62 Checklist on Foreign Direct Investment under Automatic Route 63 Foreign Direct Investment under Approval Route 64 Direct Investment by Residents in Joint Venture/ Wholly owned subsidiary abroad 65 External Commercial Borrowings 67 Lesson Round Up 69 Self Test Questions 70 Lesson 3 DUE DILIGENCE AN OVERVIEW Learning Objectives Introduction Why Due Diligence? Objectives of Due Diligence Scope of Due Diligence Types of Due Diligence Factors to Be Kept in Mind While Conducting Due Diligence Documents to be Checked in Due Diligence Process The Concept of Data Room in Due Diligence Data Room Virtual or Physical Major Advantages of Virtual Data Room Some Disadvantages of Virtual Data Room Virtual and Physical Data Room A comparison Data room administration and data security Due Diligence vs Audit Non Disclosure Agreement Lesson Round Up 88 Self Test Questions 89 Lesson 4 ISSUE OF SECURITIES Learning Objectives Introduction and Regulatory Framework Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 [(SEBI(ICDR) Regulations]... 93

11 (xi) Page II. Due Diligence - Initial Public Offer (IPO)/Further Public Offer (FPO) A check list on Major IPO Compliances under SEBI (ICDR) Regulations Role of Company Secretary in an IPO III. Due Diligence Issues Other than IPO/FPO III-A. Due Diligence Preferential Issue III-B. Due Diligence Employee Stock Option III-C. Due Diligence- Bonus Issue III-D. Due Diligence Right Issue 130 IV. Due Diligence- Qualified Institutional Placement 132 V. Due Diligence-Institutional Placement Programme 134 Issue of Securities by Small And Medium Enterprises SME Exchanges in India Regulatory Framework for Listed SMEs Market making compulsory for listed SMEs Model listing agreement for SMEs Debt Securities Regulatory Framework for Debt Securities A. Compliance Check List under SEBI (ICDR) Regulations B. SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (Compliances With Respect to Non-Convertible Debt Instruments) C. SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations Lesson Round Up 144 Self Test Questions 144 Lesson 5 DEPOSITORY RECEIPTS DUE DILIGENCE Learning Objectives Global Depository Receipts I. Introduction II. Types of Depository Receipts III. Broad Regulatory Framework within and outside India on Issue of Depository Receipts IV. Parties, Approvals, Documentation and Process Involved in the Issue of GDRs Checklist under Companies (Issue of Global Depository Receipts) Rules, Indian Depository Receipts Rule 13 of Companies (Registration of Foreign Companies) Rules, Rights Issue of Indian Depository Receipts-Salient Features Penal Provisions Relating to IDRs under Various Legislations Lesson Round Up 178 Self Test Questions 178

12 (xii) Page Lesson 6 DUE DILIGENCE MERGERS AND AMALGAMATIONS Learning Objectives Introduction Due Diligence Process in the M&A Strategy Activity Schedule for Planning a Merger Preparation of Scheme of Amalgamation Impact of Due Diligence on Valuation Data Room Management in Strategic Decisions HR and Cultural Due Diligence in Business Transactions Cultural Due Diligence Scope of Cultural Due Diligence Corporate Governance Due Diligence Factors Influencing Quality of Corporate Governance Takeover Due Diligence 196 Public Announcement (PA) Contents of Public announcement (Regulation 15) Filing Draft Letter of Offer Offer Price Payment of Consideration (Regulation 21) Directors of the Target Company (Regulation 24) Obligation of target company Obligation of the acquirer 208 Obligation of the manager to the open offer (Regulation 27) 208 Consequences of Violation of obligations SEBI (SAST) Regulations, Lesson Round Up 210 Self Test Questions 210 Lesson 7 COMPETITION LAW DUE DILIGENCE Learning Objectives Introduction Need for compliance of Competition Law Why Comply? Competition Act, 2002 A Bird s Eye View Anti-competitive agreements (Section 3) Anti Competitive Agreements are void [Section 3(2)] Horizontal Agreements [Section 3(3)] Vertical Agreements [Section 3(4)]

13 (xiii) Page Abuse of Dominance (Section 4) Regulation of Combinations. (Section 5) Due Diligence of Competition Law Aspects Due Diligence Checklist for Compliance with Competition Act, I Checklist for Anti Competitive Agreements II Checklist for Abuse of Dominant Position III Checklist for Regulation of Combinations Need for Competition Compliance Programme Lesson Round Up 228 Self Test Questions 228 Lesson 8 LEGAL DUE DILIGENCE Learning Objectives I. Introduction II. Objectives of Legal Due Diligence III. Scope of Legal Due Diligence IV. Need of Legal Due Diligence V. Legal Due Diligence Process VI. General Documents/Aspects to Be Covered VII. Possible Hurdles in Carrying out a Legal Due Diligence and Remedial Actions VIII. Role of Company Secretaries in Legal Due Diligence Lesson Round Up 240 Self Test Questions 240 Lesson 9 DUE DILIGENCE FOR BANKS Learning Objectives Introduction Background Need for Diligence Report Scope of Diligence Report Format of Diligence Report Guidance on Diligence Reporting Period of Reporting Secretary in Whole-Time Practice Right to access Records and Methodology for Diligence Reporting Reporting with Qualification Professional Responsibility and Penalty for False Diligence Report

14 (xiv) Page Other compliances 247 Specimen sanction letter 259 Lesson Round Up 277 Self Test Questions 278 Lesson 10 ENVIRONMENTAL DUE DILIGENCE Learning Objectives Introduction Why Environmental Due diligence? Process involved in Environmental Due diligence Regulatory Framework relating to environment Checklist on Major Compliances The Environment (Protection) Act, 1986 (Read With The Environment (Protection) Rules, 1986) The Water (Prevention & Control of Pollution) Act, 1974 [Read With Water (Prevention & Control Of Pollution) Rules, 1975] The Air (Prevention & Control of Pollution) Act, 1981 [Read With The Air (Prevention & Control Of Pollution) Rules, 1982] Environmental Guidelines for Industries by Ministry of Environment Environmental Impact Assessment (EIA) ISO standards for Environment Environmental Management Plan (EMP) for commissioning of projects Preparing a Risk Analysis Matrix Environmental Management as a Tool- For Value Creation Lesson Round Up 296 Self Test Questions 296 Lesson 11 SEARCH/STATUS REPORTS Learning Objectives Introduction Scope and Importance Search/Status Report Legal Provisions Requirements of Various Financial Institutions and other Corporate Lenders Certification by Company Secretaries in Practice Necessary Powers of a company its Directors to Enter into an agreement 306 Borrowing Limits and Compliance of section 180 (1) (c) 307 Compliance for borrowing money 307 Lesson Round Up 307 Self Test Questions 308

15 (xv) Lesson 12 COMPLAINCE MANAGEMENT Learning Objectives Introduction Need for Compliance Risk of Non-Compliance Significance of Corporate Compliance Management Scope of Corporate Compliance Management Establishment of Compliance Management Framework Role of Information Technology in Compliance Management Systems Through Web Based Compliance Systems The Systems Approach to Compliance Management Compliance Solutions Apparent, Adequate and Absolute Compliances Secretarial Audit and Compliance Management System Role of Company Secretaries in Compliance Management Lesson Round Up 327 Self Test Questions 327 TEST PAPERS 2014 Test Paper Test Paper 2 332

16 Lesson 1 Secretarial Audit and Secretarial Standard An Overview LESSON OUTLINE Secretarial Audit Concept objective, scope of secretarial audit Benefits and Beneficiaries Secretarial Audit process Professional Responsibilities and Penalties Secretarial Standard Concepts Secretarial Standards under the Companies Act, 2013 Secretarial Audit Report Format LEARNING OBJECTIVES Timely examination of compliance reduces risks as well as potential cost of non-compliance and also builds better corporate image. Secretarial Audit establishes better compliance platform by checking the compliances with the provisions of various statutes, laws, rules & regulations, procedures by a Practicing Company Secretary to make necessary recommendations/ remedies. The primary objective of the Compliance Management backed Secretarial Audit is to safeguard the interest of the Directors & officers of the companies, shareholders, creditors, employees, customers etc. With the introduction of concept of 'Secretarial Audit' in Voluntary Corporate Governance Guidelines (CGV) 2009 and the 'Companies Act 2013, it has gained immense importance. After reading this lesson the students would be able to understand the need, objectives, scope, benefits of secretarial audit, professional responsibilities and penalties etc. Since the Board has the overarching responsibility of ensuring transparent, ethical and responsible governance of the company, it is important that the Board processes and compliance mechanisms of the company are robust. To ensure this, the companies may get the Secretarial Audit conducted by a competent professional. The Board should give its comments on the Secretarial Audit in its report to the shareholders. MCA CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

17 2 PP-SACM & DD INTRODUCTION Section 204 of the Companies Act, 2013 provides for mandatory secretarial audit for every listed company and companies belonging to other prescribed class of companies. Such companies are required to annex a secretarial audit report with its Board s report. As per rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed class of companies is as under: (a) every public company having a paid-up share capital of fifty crore rupees or more; or (b) every public company having a turnover of two hundred fifty crore rupees or more. Company secretary in practice has been exclusively recognised for conducting secretarial audit. The section further provides that Secretarial Audit Report is to be submitted in a format prescribed under rules. As per sub-rule (2) of Rule 9, the format of the Secretarial Audit Report shall be in Form No. MR.3 (Annexure A). Section 134 and Sub-section (3) of section 204 provides that the Board of Directors, in its report, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in the secretarial audit report. The Objectives of Secretarial Audit The objectives of Secretarial Audit may be briefed as under. To check & Report on Compliances To Point out Non-Compliances and Inadequate Compliances To Protect the interest of the Customers, employees, society etc. To avoid any unwarranted legal actions by law enforcing agencies and other persons as well. Scope of Secretarial Audit The scope of Secretarial Audit comprises verification of the compliances under the following enactments, rules, regulations, notifications and guidelines: (i) The Companies Act, 2013 (the Act) and the Rules made thereunder: The Act is divided into 29 chapters, 470 sections and VII Schedules. On various matters; Central Government has been empowered to make rules. A perusal of the scheme of the Act makes it clear that compliances under the Act may be divided into two categories. Compliances of the first type are annual and non-event based such as filing of the annual return, annual report including secretarial audit report, wherever applicable, etc. The compliances of second category are event based i.e. on happening of certain event. These events require compliance of various provisions of the Act. While secretarial audit envisages the verification of all secretarial records of a company. For ease of presentation, the following key areas have been highlighted for verification. Under Companies Act, Maintenance of registers and records.

18 Lesson 1 Secretarial Audit An Overview 3 2. Filing of forms, returns and documents. 3. Memorandum and / or Articles of Association. 4. Meetings of directors/committees thereof, shareholders and other stakeholders. 5. Secretarial standards. 6. Directors and key managerial personnel ( KMP ) 7. Disclosures. 8. Issue of shares and other securities. 9. Transfer and transmission of shares and other securities and related matters. 10. Dividend. 11. Deposits. 12. Borrowings. 13. Loans, investments, guaranties and securities. 14. Loans to directors etc. and Related party transactions. 15. Charges. 16. Corporate Social responsibility (ii) Other major Acts and Regulations: a. The Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act; (where applicable): With special reference to listing, delisting and continuous listing of any of the securities. b. The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act; (where applicable) c. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (where applicable) d. The regulations and guidelines made under the Securities and Exchange Board of India Act, 1992 (where applicable). The various laws/ regulations/ guidelines which could be considered under this are: (i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (iv) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (vi) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (vii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

19 4 PP-SACM & DD viii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; e. The Listing Agreement, (where applicable). (iii) Other Applicable Laws include: Competition Law Labour Laws Environmental Laws Industry/sector Specific Laws Other applicable state Laws The Secretarial Auditor should prepare a list of specific laws as applicable to the company whose secretarial audit is being conducted and verify compliance with the same. (iv) Adherence to board process and compliance mechanism The scope of Secretarial Audit should include the assessment of the adequacy and quality of board process and compliance mechanism. In preparing the Audit Report, the secretarial auditor shall consider the following matters( illustrative) : 1. Instances of non-compliance during the defined audit period, in relation to the statutes, rules, regulations, etc. applicable to the company, continuing non-compliance, if any, and the reasons therefor; 2. Significant litigation(s) initiated by the company or filed against the company with brief details of the cases; 3. (a) Board structure (i) Composition of the Board (ii) Is there a stated process to ascertain the suitability of directors? (iii) Is there a stated process in place for succession planning? (b) Deficiencies in the Board systems and processes - (i) In convening meetings. (ii) In the circulation of agenda (whether the agenda is made available to the Board along with supporting papers/presentations sufficiently in advance of the meetings). (iii) In conducting the meetings (frequency and length). (iv) In the decision making process of the Board. (v) Adequacy and integrity of minutes recorded. (vi) In the functioning of Board constituted Committees. 4. The existence and adequacy of internal control systems, procedures and processes, commensurate with the size of the company and the nature of its business, for ensuring compliance with laws applicable to the company; 5. Any material event(s) that have happened, after the end of the financial year but before the date of the report, having a significant impact on any of the above reported items. 6. Whether any event occured or action was taken in the auditee company which may have bearing on the Compliances under various laws, regulations, guidelines and standards etc.

20 Lesson 1 Secretarial Audit An Overview 5 NEED FOR SECRETARIAL AUDIT Secretarial Audit is the process of independent verification, examination of level of compliance of applicable Corporate Laws to a company. The audit process if properly devised ensures timely compliance and eliminates any un-intended non compliance of various applicable rules and regulations. An action plan of the Corporate Secretarial Department is to be designed so as to ensure that all event based and time based compliances are considered and acted upon. Secretarial Audit is to be on the principle of Prevention is better than cure rather than post mortem exercise and to find faults. Broadly, the need for Secretarial Audit is: Effective mechanism to ensure that the legal and procedural requirements are duly complied with. Provides a level of confidence to the directors, officers in default, Key Managerial Personnel etc. Directors can concentrate on important business matters as Secretarial Audit ensures legal and procedural requirements. Strengthen the image and goodwill of a company in the minds of regulators and stakeholders Secretarial Audit is an effective compliance risk management tool. It helps the investor in analyzing the compliance level of companies, thereby increases the reputation. Secretarial Audit is an effective governance tool. Secretarial Audit & Company Secretary in Practice (PCS) A Company Secretary in practice is considered to be a professional well-versed in matters of statutory, procedural and practical aspects of laws applicable to companies, both listed and unlisted public and private companies. A strong knowledge base makes him a competent professional to conduct Secretarial Audit. In order to provide guidance to its members who are in practice to adopt a robust and efficient process of Secretarial Audit, the Institute of Company Secretaries of India has issued this guidance note. Secretarial Audit The process Appointment of Secretarial Auditor Communication to earlier Incumbent Acceptance Appointment of Preliminary Discussions /Surveys Auditor Preliminary Meeting Finalization of Audit Plan and Briefing the Staff Testing, Interviews and Analysis Working Papers Audit Summary for Discussions Submission Secretarial Report of Audit Secretarial Audit is a process to check compliance with the provisions of all applicable laws and rules/regulations/procedures; adherence to good governance practices with regard to the systems and processes of seeking and obtaining approvals of the Board and/or shareholders, as may be necessary, for the business and activities of the company, carrying out activities in a lawful manner and the maintenance of

SECRETARIAL AUDIT COMPLIANCE MANAGEMENT AND DUE DILIGENCE

SECRETARIAL AUDIT COMPLIANCE MANAGEMENT AND DUE DILIGENCE STUDY MATERIAL PROFESSIONAL PROGRAMME SECRETARIAL AUDIT COMPLIANCE MANAGEMENT AND DUE DILIGENCE MODULE 1 PAPER 2 ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003 tel 011-4534 1000, 4150

More information

Secretarial Audit. Opportunity at Our Door-Step

Secretarial Audit. Opportunity at Our Door-Step Secretarial Audit Opportunity at Our Door-Step Recommendation by Parliamentary Standing Committee on Finance Recommended in the Companies Bill, 2009 in listed and bigger Companies: Para 7.8: Secretarial

More information

ii) Compliance Officer The Company has appointed Company Secretary as Compliance

ii) Compliance Officer The Company has appointed Company Secretary as Compliance NBCC- CODE OF CONDUCT TO REGULATE, M ONITOR AND REPORT TRADING BY INSIDERS [under Regulation 9(1) and (2) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]

More information

SECRETARIAL STANDARD ON REGISTERS AND RECORDS

SECRETARIAL STANDARD ON REGISTERS AND RECORDS SS 4 SECRETARIAL STANDARD ON REGISTERS AND RECORDS The Institute of Company Secretaries of India In Pursuit of Professional Excellence Statutory body under an Act of Parliament ICSI House, 22, Institutional

More information

COMPLIANCE CERTIFICATE FOR LISTING AT SME PLATFORM STOCK EXCHANGES

COMPLIANCE CERTIFICATE FOR LISTING AT SME PLATFORM STOCK EXCHANGES COMPLIANCE CERTIFICATE FOR LISTING AT SME PLATFORM OF STOCK EXCHANGES 1 COMPLIANCE CERTIFICATE For listing / issue of (Nos.) Equity Shares / Other Securities (please specify) of Rs. each (hereinafter referred

More information

POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURE(S)

POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURE(S) 1. Background Uttam Value Steels Limited (the Company) is committed to being open and transparent with all stakeholders and believes in disseminating information in a fair and timely manner. The Company

More information

EIH Limited (A member of TheOberoi Group)

EIH Limited (A member of TheOberoi Group) EIH Limited (A member of TheOberoi Group) POLICY FOR DETERMINATION AND DISCLOSURE OF MATERIAL EVENTS 1. Statutory Mandate The Board of Directors (The Board ) of EIH Limited ( the Company ) has adopted

More information

TV18 Broadcast Limited

TV18 Broadcast Limited TV18 Broadcast Limited CODE FOR PREVENTION OF INSIDER TRADING [IN TERMS OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 S.NO. CONTENTS PAGE NO. CHAPTER I A Introduction 1 B Objective 1 C Definitions

More information

¼ããÀ ããè¾ã ¹ãÆãä ã¼ãîãä ã ããõà ãäìããä ã½ã¾ã ºããñ Ã

¼ããÀ ããè¾ã ¹ãÆãä ã¼ãîãä ã ããõà ãäìããä ã½ã¾ã ºããñ à CIRCULAR CIR/MRD/DSA/33 /2013 October 24, 2013 To All Stock Exchanges Dear Sir/Madam, Sub: Listing of specified securities of small and medium enterprises on the Institutional Trading Platform in a SME

More information

TIMING OF HEADQUARTERS

TIMING OF HEADQUARTERS !""## $%&' '&' THE INSTITUTE OF COMPANY SECRETARIES OF INDIA TIMING OF HEADQUARTERS Monday to Friday Office timings 9.00 A.M. to 5.30 P.M. Public dealing timings Without financial transactions 9.30 A.M.

More information

Advanced Securities Law

Advanced Securities Law READING MATERIAL Advanced Securities Law UNIT 2 Public Issues: Initial Public Offering- II ADVANCED SECURITIES LAW 2 In the previous Unit we began our study of initial public offers ( IPOs ). We looked

More information

PROFESSIONAL PROGRAMME Company Law Tax Laws

PROFESSIONAL PROGRAMME Company Law Tax Laws Clarificatory Answers to the Academic Queries raised by Students pertaining to December 2014 Examination PROFESSIONAL PROGRAMME Company Law Tax Laws Disclaimer These FAQs are specifically developed for

More information

10 Audit of Consolidated Financial Statements

10 Audit of Consolidated Financial Statements 101 Introduction 10 Audit of Consolidated Financial Statements The Council of the Institute of Chartered Accountants of India has issued Accounting Standard (AS) 21 Consolidated Financial Statements which

More information

AUNDE INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURES

AUNDE INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURES AUNDE INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURES 1. BACKGROUND The Securities and Exchange Board of India ( SEBI ), vide its Notification dated September 2, 2015, issued the

More information

(2) They shall come into force on the date of their publication in the Official Gazette.

(2) They shall come into force on the date of their publication in the Official Gazette. Private Limited Company and Unlisted Public Limited Company (Buy-Back of Securities) Rules, 1999 Notification G.S.R. 502(e) dated 6-07-1999 - In exercise of the powers conferred by section 77A of Companies

More information

CORPORATE GOVERNANCE POLICY Srei Equipment Finance Limited

CORPORATE GOVERNANCE POLICY Srei Equipment Finance Limited CORPORATE GOVERNANCE POLICY Srei Equipment Finance Limited 1. PREAMBLE The Company believes that a good corporate governance system is necessary to ensure its long term success. The Company ensures good

More information

(i) after Chapter XB, the following Chapter shall be inserted, namely:-

(i) after Chapter XB, the following Chapter shall be inserted, namely:- THE GAZETTE OF INDIA EXTRAORDINARY PART III SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, OCTOBER 8, 2013 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 8 th October, 2013 SECURITIES AND

More information

Nomination & Remuneration Policy

Nomination & Remuneration Policy Nomination & Remuneration Policy I. PREAMBLE Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of every listed Company shall constitute the

More information

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014)

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014) - 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

More information

CHAPTER 13 COMPLIANCE

CHAPTER 13 COMPLIANCE CHAPTER 13 COMPLIANCE By a Trading Member / Clearing Member 13.1 Annual Accounts and Audit 13.1.1 Every trading member / clearing member shall prepare annual accounts for each financial year ending on

More information

Appointment and Remuneration of Managerial Personnel

Appointment and Remuneration of Managerial Personnel 4 Appointment and Remuneration of Managerial Personnel 4.1 Appointment of Managing Director, Whole Time Director or Manager (Section 196 of the Companies Act, 2013) A new section 196 of the Companies Act,

More information

CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES

CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES CHAPTER II COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES General conditions. 4. (1) Any issuer offering specified securities through a public issue or rights issue shall satisfy the conditions

More information

COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010

COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ---------------------------------------------------------------------------------------------- COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ----------------------------------------------------------------------------------------------

More information

Application of King III Corporate Governance Principles

Application of King III Corporate Governance Principles APPLICATION of KING III CORPORATE GOVERNANCE PRINCIPLES 2013 Application of Corporate Governance Principles This table is a useful reference to each of the principles and how, in broad terms, they have

More information

The Float Guide How to float a company in India

The Float Guide How to float a company in India The Float Guide How to float a company in India Contact: Haigreve Khaitan Khaitan & Co haigreve.khaitan@khaitanco.com INTRODUCTION This guide introduces the practice and procedure related to public floats

More information

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING. (Amended version as approved by the Board of Directors of the Company)

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING. (Amended version as approved by the Board of Directors of the Company) I. PREAMBLE CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING (Amended version as approved by the Board of Directors of the Company) The Securities and Exchange Board of India (Prohibition of Insider Trading)

More information

INTERNAL FINANCIAL CONTROL POLICY GLANCE FINANCE LIMITED

INTERNAL FINANCIAL CONTROL POLICY GLANCE FINANCE LIMITED INTERNAL FINANCIAL CONTROL POLICY GLANCE FINANCE LIMITED INTRODUCTION The Board of Directors of GLANCE FINANCE LIMITED in its Board Meeting held on 12 th March, 2015 has adopted the following Internal

More information

Compliance Management of Company Law Compliances Approach and Technology Perspective

Compliance Management of Company Law Compliances Approach and Technology Perspective Compliance Management of Company Law Compliances Approach and Technology Perspective Shujath Bin Ali*, Manager (Corporate Affairs, Legal & Tax), Deloitte Consulting India Private Limited, Hyderabad. Compliance

More information

BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION

BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION THE GAZETTE OF INDIA EXTRAORDINARY PART-II SECTION 3 SUB-SECTION (ii) PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 7 th July, 1999 SECURITIES AND EXCHANGE BOARD

More information

AMENDMENTS TO THE LISTINGS RULES

AMENDMENTS TO THE LISTINGS RULES AMENDMENTS TO THE LISTINGS RULES Legend: additions are underlined. Rule Making History 1. The draft rules were presented to the Rules and Adjudication Committee of Council (RAC) on 22 May 2013 for consideration;

More information

KUSHAL TRADELINK LIMITED (L51909GJ2000PLC037472)

KUSHAL TRADELINK LIMITED (L51909GJ2000PLC037472) KUSHAL TRADELINK LIMITED (L51909GJ2000PLC037472) POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION (Effective from 28th December, 2015) 1. LEGAL FRAMEWORK This Policy for Determination of

More information

Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015

Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Rolls Royce s Corporate Governance ADOPTED BY RESOLUTION OF THE BOARD OF ROLLS ROYCE HOLDINGS PLC ON 16 JANUARY 2015 Contents INTRODUCTION 2 THE BOARD 3 ROLE OF THE BOARD 5 TERMS OF REFERENCE OF THE NOMINATIONS

More information

Directors and Officers Liability Insurance

Directors and Officers Liability Insurance Directors and Officers Liability Insurance New Zealand Proposal form Completing the Proposal form 1. This application must be completed in full including all required attachments. 2. If more space is needed

More information

SECURITIES AND EXCHANGE BOARD OF INDIA (STOCK-BROKERS AND SUB-BROKERS) REGULATIONS, 1992 CONTENTS

SECURITIES AND EXCHANGE BOARD OF INDIA (STOCK-BROKERS AND SUB-BROKERS) REGULATIONS, 1992 CONTENTS SECURITIES AND EXCHANGE BOARD OF INDIA (STOCK-BROKERS AND SUB-BROKERS) REGULATIONS, 1992 CONTENTS CHAPTER I: PRELIMINARY 1. Short title and commencement 2. Definitions CHAPTER II: REGISTRATION OF STOCK

More information

HDFC STANDARD LIFE INSURANCE COMPANY LIMITED CORPORATE GOVERNANCE POLICY ( POLICY ) Version 4 PART A

HDFC STANDARD LIFE INSURANCE COMPANY LIMITED CORPORATE GOVERNANCE POLICY ( POLICY ) Version 4 PART A HDFC STANDARD LIFE INSURANCE COMPANY LIMITED CORPORATE GOVERNANCE POLICY ( POLICY ) Version 4 I) INTRODUCTION PART A The Corporate Governance Policy ( Policy ) provides the framework under which the Board

More information

Application of King III Corporate Governance Principles

Application of King III Corporate Governance Principles Application of Corporate Governance Principles Application of Corporate Governance Principles This table is a useful reference to each of the principles and how, in broad terms, they have been applied

More information

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

More information

10 Audit of Consolidated Financial Statements

10 Audit of Consolidated Financial Statements 10 Audit of Consolidated Financial Statements 10.1 Introduction The Council of the Institute of Chartered Accountants of India has issued Accounting Standard (AS) 21 Consolidated Financial Statements which

More information

Sub: Buyback of equity shares by OnMobile Global Limited- Board Resolution Copy

Sub: Buyback of equity shares by OnMobile Global Limited- Board Resolution Copy February 5, 2016 Bangalore To Securities and Exchange Board of India Plot No. C4-A, G Block Bandra Kurla Complex, Bandra East Mumbai 400 051 Dear Sir/Madam, Sub: Buyback of equity shares by - Board Resolution

More information

TD POWER SYSTEMS LIMITED

TD POWER SYSTEMS LIMITED TD POWER SYSTEMS LIMITED Corporate Identity Number (CIN): L31103KA1999PLC025071 Regd. Office: # 27, 28& 29, KIADB Industrial Area, Dabaspet, Nelamangala Taluk, Bengaluru Rural District, Bengaluru- 562

More information

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

Our responsibility is to express an opinion on these standalone financial statements based on our audit. INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JET AIRWAYS TRAINING ACADEMY PRIVATE LIMITED Report on the Standalone Financial Statements We have audited the accompanying financial statements of JET AIRWAYS

More information

LLP LIMITED LIABILITY PARTNERSHIP (LLP) AN ALTERNATE VEHICLE FOR SETTING UP BUSINESS IN INDIA

LLP LIMITED LIABILITY PARTNERSHIP (LLP) AN ALTERNATE VEHICLE FOR SETTING UP BUSINESS IN INDIA LIMITED LIABILITY PARTNERSHIP (LLP) AN ALTERNATE VEHICLE FOR SETTING UP BUSINESS IN INDIA CopyrightGopalChopra&Associates 1 Contents 1.0 Introduction - Limited Liability Partnership (LLP) as a form of

More information

TCFC FINANCE LIMITED POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS. modifications, clarifications, circulars or re-enactment thereof.

TCFC FINANCE LIMITED POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS. modifications, clarifications, circulars or re-enactment thereof. TCFC FINANCE LIMITED POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS 1. OBJECTIVE The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board

More information

THE FACTORING REGULATION BILL, 2011

THE FACTORING REGULATION BILL, 2011 Bill No. 24-F of 2011 ORIGINAL THE FACTORING REGULATION BILL, 2011 (AS PASSED BY THE HOUSES OF PARLIAMENT LOK SABHA ON 21ST DECEMBER, 2011 RAJYA SABHA ON 27TH DECEMBER, 2011) ASSENTED TO ON 22ND JANUARY,

More information

LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013

LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 Contents INTRODUCTION... 2 SECTION A ADMISSION... 3 A1: Eligibility for admission... 3 A2: Procedure for admission... 4 SECTION B CONTINUING

More information

THE FACTORING REGULATION ACT, 2011 ARRANGEMENT OF SECTIONS

THE FACTORING REGULATION ACT, 2011 ARRANGEMENT OF SECTIONS SECTIONS 1. Short title, extent and commencement. 2. Definitions. THE FACTORING REGULATION ACT, 2011 ARRANGEMENT OF SECTIONS CHAPTER I PRELIMINARY CHAPTER II REGISTRATION OF FACTORS 3. Registration of

More information

FACTORING REGULATION ACT, 2011

FACTORING REGULATION ACT, 2011 FACTORING REGULATION ACT, 2011 (NO. 12 OF 2012)* An Act to provide for and regulate assignment of receivables by making provision for registration therefor and rights and obligations of parties to contract

More information

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 THE GAZETTE OF INDIA EXTRAORDINARY PART III SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, AUGUST 26, 2009 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, 26 th August, 2009 SECURITIES AND EXCHANGE

More information

Exemptions to Private Companies as per Companies Act, 2013

Exemptions to Private Companies as per Companies Act, 2013 Exemptions to Private Companies as per Companies Act, 2013 A Private Company (PC) was entitled to various exemptions under Companies Act, 1956 (1956 Act). Companies Act, 2013 (2013 Act) has brought in

More information

The Credit Information Companies (Regulation) Act, 2005 1

The Credit Information Companies (Regulation) Act, 2005 1 Disclaimer : Text of this Act/Bill/Rules is provided for information only. We undertake no responsibility for any errors/mistakes in the same. Please refer to the Gazette of India for the authentic text.

More information

Corporate Governance Regulations

Corporate Governance Regulations Corporate Governance Regulations Contents Part 1: Preliminary Provisions Article 1: Preamble... Article 2: Definitions... Part 2: Rights of Shareholders and the General Assembly Article 3: General Rights

More information

CHAPTER 16 INVESTMENT ENTITIES

CHAPTER 16 INVESTMENT ENTITIES CHAPTER 16 INVESTMENT ENTITIES Introduction 16.1 This Chapter sets out the requirements for the listing of the securities of investment entities, which include investment companies, unit trusts, closed-end

More information

SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS

SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS SS - 1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003 tel 011-4534 1000, 4150 4444 fax +91-11-2462 6727 email info@icsi.edu

More information

CIRCULAR. CIR/CFD/POLICY CELL/2/2015 June 16, 2015. Sub: Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014

CIRCULAR. CIR/CFD/POLICY CELL/2/2015 June 16, 2015. Sub: Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014 CIRCULAR CIR/CFD/POLICY CELL/2/2015 June 16, 2015 To All Recognised Stock Exchanges Dear Sir/Madam, Sub: Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014 1. This

More information

RISK MANAGEMENT AND COMPLIANCE

RISK MANAGEMENT AND COMPLIANCE RISK MANAGEMENT AND COMPLIANCE Contents 1. Risk management system... 2 1.1 Legislation... 2 1.2 Guidance... 3 1.3 Risk management policy... 4 1.4 Risk management process... 4 1.5 Risk register... 8 1.6

More information

Regulation for Establishing the Internal Control System of an Investment Management Company

Regulation for Establishing the Internal Control System of an Investment Management Company Unofficial translation Riga, 11 November 2011 Regulation No. 246 (Minutes No. 43 of the meeting of the Board of the Financial and Capital Market Commission, item 8) Regulation for Establishing the Internal

More information

GUIDELINES ON CORPORATE GOVERNANCE

GUIDELINES ON CORPORATE GOVERNANCE CORPORATE GOVERNANCE POLICY OF REPCO HOME FINANCE LIMITED INTRODUCTION: (Clause 49 of listing agreement) Corporate governance is about commitment to values and about ethical business conduct. It is about

More information

NOTICE 158 OF 2014 FINANCIAL SERVICES BOARD REGISTRAR OF LONG-TERM INSURANCE AND SHORT-TERM INSURANCE

NOTICE 158 OF 2014 FINANCIAL SERVICES BOARD REGISTRAR OF LONG-TERM INSURANCE AND SHORT-TERM INSURANCE STAATSKOERANT, 19 DESEMBER 2014 No. 38357 3 BOARD NOTICE NOTICE 158 OF 2014 FINANCIAL SERVICES BOARD REGISTRAR OF LONG-TERM INSURANCE AND SHORT-TERM INSURANCE LONG-TERM INSURANCE ACT, 1998 (ACT NO. 52

More information

A Guide to Corporate Governance for QFC Authorised Firms

A Guide to Corporate Governance for QFC Authorised Firms A Guide to Corporate Governance for QFC Authorised Firms January 2012 Disclaimer The goal of the Qatar Financial Centre Regulatory Authority ( Regulatory Authority ) in producing this document is to provide

More information

[Translation] 1. Audit Practice Standards for Internal Control Systems

[Translation] 1. Audit Practice Standards for Internal Control Systems [Translation] 1 Audit Practice Standards for Internal Control Systems Enactment of Audit Practice Standards for Internal Control Systems Japan Corporate Auditors Association Enacted on April 5, 2007 I

More information

INSPECTION MANUAL FOR CREDIT RATING AGENCIES

INSPECTION MANUAL FOR CREDIT RATING AGENCIES Tentative translation Only Japanese text is authentic INSPECTION MANUAL FOR FINANCIAL INSTRUMENTS BUSINESS OPERATORS (SUPPLEMENT) INSPECTION MANUAL FOR CREDIT RATING AGENCIES Executive Bureau, Securities

More information

AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014

AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 ARTICLE I Offices SECTION 1.01. Offices. The corporation may have offices at such places both within and without the State of Michigan as

More information

POLICY ON DETERMINATION OF MATERIAL EVENTS/INFORMATION

POLICY ON DETERMINATION OF MATERIAL EVENTS/INFORMATION POLICY ON DETERMINATION OF MATERIAL EVENTS/INFORMATION VINDHYA TELELINKS LIMITED Regd. Office: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.), India CIN: L31300MP1983PLC002134 Telephone No: 07662-400400,

More information

Disclosure and Communication Policy 1

Disclosure and Communication Policy 1 Disclosure and Communication Policy 1 1. PURPOSE 1.1. Medibank s commitment to disclosure and communication Medibank is committed to the objective of promoting investor confidence and the rights of shareholders

More information

CORPORATE GOVERNANCE CODE

CORPORATE GOVERNANCE CODE SBI CARDS AND PAYMENT SERVICES PRIVATE LIMITED CORPORATE GOVERNANCE CODE Version no. : 1.2, 2016 Issued by: Company Secretary Approved on: 25-01-2016 Effective Date: 25-01-2016 1 Table of Contents 1 Introduction

More information

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY 1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed

More information

Indo National ltd POLICY ON DETERMINING MATERIALITY OF EVENTS

Indo National ltd POLICY ON DETERMINING MATERIALITY OF EVENTS Indo National ltd POLICY ON DETERMINING MATERIALITY OF EVENTS In compliance with the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down procedures to determine

More information

Listing and Admission to Trading Rules for. Short Term Paper. Release 2

Listing and Admission to Trading Rules for. Short Term Paper. Release 2 Listing and Admission to Trading Rules for Short Term Paper Release 2 14 April 2014 Scope These Listing and Admission to Trading Rules ( Rules ) relate to the Listing and admission to trading on the Main

More information

The following Key Managerial Personnel of the Company:

The following Key Managerial Personnel of the Company: 1. Preface TIMEX GROUP INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION As per Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

More information

***Repealed by Notification No. 11/LC/GN/2007/1406, w.e.f. 02.01.2007

***Repealed by Notification No. 11/LC/GN/2007/1406, w.e.f. 02.01.2007 THE GAZETTE OF INDIA EXTRAORDINARY PART -II - SECTION 3 - SUB SECTION (ii) PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 21st August 2003 SECURITIES AND EXCHANGE

More information

(Incorporated in the Cayman Islands with limited liability) (amended and restated with effect from 1 January 2016)

(Incorporated in the Cayman Islands with limited liability) (amended and restated with effect from 1 January 2016) (Incorporated in the Cayman Islands with limited liability) (Stock code: 00474) (the Company, together with its subsidiaries, the Group ) Terms of reference (the Regulations ) relating to the audit committee

More information

HEALTHCARE GLOBAL ENTERPRISES LIMITED NOMINATION AND REMUNERATION COMMITTEE CHARTER

HEALTHCARE GLOBAL ENTERPRISES LIMITED NOMINATION AND REMUNERATION COMMITTEE CHARTER HEALTHCARE GLOBAL ENTERPRISES LIMITED NOMINATION AND REMUNERATION COMMITTEE CHARTER Page 1 of 7 I. INTRODUCTION The Remuneration and Nominations Committee (the Committee ) is a committee of the board of

More information

Corporate Finance Adviser. Code of Conduct

Corporate Finance Adviser. Code of Conduct Corporate Finance Adviser Code of Conduct Securities and Futures Commission Hong Kong December 2001 TABLE OF CONTENTS Page 1. Introduction 1 2. Conduct of business 4 3. Competence 6 4. Conflicts of interest

More information

BERMUDA MONETARY AUTHORITY

BERMUDA MONETARY AUTHORITY BERMUDA MONETARY AUTHORITY BANKS AND DEPOSIT COMPANIES ACT 1999 THE BERMUDA MONETARY AUTHORITY S RELATIONSHIP WITH AUDITORS AND REPORTING ACCOUNTANTS OF BANKS AND DEPOSIT COMPANIES DECEMBER 2012 Table

More information

NONPROFIT ORGANISATIONS ACT

NONPROFIT ORGANISATIONS ACT REPUBLIC OF SOUTH AFRICA NONPROFIT ORGANISATIONS ACT REPUBLIEK VAN SUID-AFRIKA WET OP ORGANISASIES SONDER WINSOOGMERK No, 1997 ACT To provide for an environment in which nonprofit organisations can flourish;

More information

AGENCY MANAGEMENT FRAMEWORK FOR INSURANCE AGENT

AGENCY MANAGEMENT FRAMEWORK FOR INSURANCE AGENT GENERAL INSURANCE ASSOCIATION OF SINGAPORE AGENCY MANAGEMENT FRAMEWORK FOR INSURANCE AGENT APPENDIX B1 OF GIARR General Insurance Association of Singapore 180 Cecil Street, #15-01 Bangkok Bank Building

More information

Due Diligence Process

Due Diligence Process Due Diligence Process Steps involved in legal due diligence Issues Introduction to Due Diligence Description Due diligence is a process of thorough and objective examination that is undertaken before corporate

More information

CHAPTER 6. 212 Form A 213 Regulation 3 of the SEBI (Stock Broker & Sub Brokers) Regulations,1992 214 Regulation 5 ibid

CHAPTER 6. 212 Form A 213 Regulation 3 of the SEBI (Stock Broker & Sub Brokers) Regulations,1992 214 Regulation 5 ibid 202 CHAPTER 6. PROTECTION OF INVESTOR S INTEREST THROUGH REGULATION OF STOCK BROKERS ------------------------------------------------------------------------------------------- 1. Introduction As discussed

More information

AUDIT COMMITTEE TERMS OF REFERENCE

AUDIT COMMITTEE TERMS OF REFERENCE AUDIT COMMITTEE TERMS OF REFERENCE 1. Purpose The Audit Committee will assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities. The Audit Committee will review the financial

More information

CODE OF ETHICS FOR CHARTERED ACCOUNTANTS

CODE OF ETHICS FOR CHARTERED ACCOUNTANTS CODE OF ETHICS FOR CHARTERED ACCOUNTANTS INTRODUCTION Financial statements of an enterprise depict the wholesome financial situation of the enterprise for a particular period / at a particular date. The

More information

Rules for the admission of shares to stock exchange listing (Listing Rules)

Rules for the admission of shares to stock exchange listing (Listing Rules) Rules for the admission of shares to stock exchange listing (Listing Rules) TABLE OF CONTENTS: 1. GENERAL... 3 2. CONDITIONS FOR ADMISSION TO LISTING... 3 2.1 GENERAL CONDITIONS... 3 2.1.1 Public interest,

More information

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS... (Name & DIN of the Director)... (Address)... (Date of appointment) Dear [...], We are pleased to inform you that on recommendation of the

More information

FAQs on Securities and Exchange Board of India (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013

FAQs on Securities and Exchange Board of India (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013 FAQs on Securities and Exchange Board of India (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013 Q.1. What is an Institutional Trading Platform and is it different from

More information

Corporate Governance Statement

Corporate Governance Statement Corporate Governance Statement The Board of Directors of APN Outdoor Group Limited (APO) is responsible for the overall corporate governance of APO, including establishing the corporate governance framework

More information

LITHUANIA LAW ON COMPANIES

LITHUANIA LAW ON COMPANIES LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator

More information

Main Securities Market LISTING RULES. and Admission to Trading Rules

Main Securities Market LISTING RULES. and Admission to Trading Rules Main Securities Market LISTING RULES and Admission to Trading Rules Release 2 14 April 2014 CONTENTS Chapter 1 Compliance with and Enforcement of the Listing Rules 1.1 Preliminary 1.2 Modifying Rules and

More information

Policy on preservation of the Documents

Policy on preservation of the Documents Policy on preservation of the Documents Base Document : Regulation 9 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Regulations ) Contents

More information

Instruction Kit for eform PAS-3 (Return of allotment) About this Document... 2 Part I Law(s) Governing the eform... 2

Instruction Kit for eform PAS-3 (Return of allotment) About this Document... 2 Part I Law(s) Governing the eform... 2 Table of Contents About this Document... 2 Part I Law(s) Governing the eform... 2 Purpose of the eform... 5 eform Number as per Companies Act, 1956... 5 Part II Instructions to fill the eform... 5 Specific

More information

Share Trading Policy. China Dairy Corporation Limited ARBN 607 996 449. Hong Kong Registration Number 2190508. Ref GWH:US:545281. Doc ID 292441753/v2

Share Trading Policy. China Dairy Corporation Limited ARBN 607 996 449. Hong Kong Registration Number 2190508. Ref GWH:US:545281. Doc ID 292441753/v2 Share Trading Policy China Dairy Corporation Limited ARBN 607 996 449 Hong Kong Registration Number 2190508 Ref GWH:US:545281 Level 14, Australia Square, 264-278 George Street, Sydney NSW 2000 Australia

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY HUMAN RESOURCES POLICY Policy Number RH-GEN.10 Date issued 2005-09-08 Date updated Approved at July 30, 2014 meeting of the Board of Directors Issued by Human Resources Department Approved by Management

More information

Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11)

Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11) Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE 1 Table of Contents CHAPTER 1 GENERAL PROVISIONS... 3 CHAPTER 2 VOLUNTARY PENSION FUNDS... 7 CHAPTER 3 PENSION COMPANIES

More information

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE Kevin Wong ( 黃 河 ) -- China-Appointed Attesting Officer ( 中 國 委 托 公 証 人 ) -- Hong Kong Solicitor -- England & Wales Solicitor -- Consultant of S.T.

More information

CORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014)

CORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014) CORPORATE GOVERNANCE PRINCIPLES OF ZEAL NETWORK SE (as adopted by the Supervisory Board and Executive Board on 19 November 2014) FOREWORD ZEAL Network SE ("Company") transferred its registered office from

More information

The Mortgage Brokerages and Mortgage Administrators Act

The Mortgage Brokerages and Mortgage Administrators Act MORTGAGE BROKERAGES AND 1 The Mortgage Brokerages and Mortgage Administrators Act being Chapter M-20.1* of The Statutes of Saskatchewan, 2007 (effective October 1, 2010), as amended by the Statutes of

More information

INVESTMENT FUNDS ACT 2006 BERMUDA 2006 : 37 INVESTMENT FUNDS ACT 2006

INVESTMENT FUNDS ACT 2006 BERMUDA 2006 : 37 INVESTMENT FUNDS ACT 2006 BERMUDA 2006 : 37 INVESTMENT FUNDS ACT 2006 Date of Assent: 28 December 2006 Operative Date: 7 March 2007 ARRANGEMENT OF PARAGRAPHS PART I PRELIMINARY 1 Short title and commencement Interpretation 2 Interpretation

More information

Share Trading Policy. Australian Careers Network Limited ACN 168 592 434. Doc ID 165479751/v2

Share Trading Policy. Australian Careers Network Limited ACN 168 592 434. Doc ID 165479751/v2 Share Trading Policy Australian Careers Network Limited ACN 168 592 434 Ref 304685 Level 14, Australia Square, 264-278 George Street, Sydney Telephone +61 2 9334 8555 NSW 2000 Australia GPO Box 5408, Sydney

More information

Chapter-V Corporate Governance: A Comparative Study on ICICI Bank and SBI

Chapter-V Corporate Governance: A Comparative Study on ICICI Bank and SBI Chapter-V Corporate Governance: A Comparative Study on ICICI Bank and SBI 5.1 Corporate Governance in ICICI Bank-Introduction The Corporate Governance framework at ICICI Bank lay emphasises on adhering

More information

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities CORPORATE SERVICES IMMIGRATION Directors Duties and Responsibilities A. COMMON LAW DUTIES Directors are mainly responsible for the overall management of the company. In exercising their powers, they must

More information

Explanation-For the purpose of the expression related to any promoter referred to in sub-clause (ii):

Explanation-For the purpose of the expression related to any promoter referred to in sub-clause (ii): 49. Corporate Governance The company agrees to comply with the following provisions: I. Board of Directors (A) Composition of Board i. The Board of directors of the company shall have an optimum combination

More information