The Apex Capital Market Regulator, Securities & Exchange Board of India (“SEBI”), on July 16,2019 came up with a circular on modification in format of Compliance Report on Corporate Governance to be submitted to Stock Exchanges by the listed entities under Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015(“LODR”).

The modifications set out in the said circular are incorporated in line with the several amendments made in LODR, based on the recommendations of Kotak Committee on Corporate Governance.

The modified formats shall be applicable for the periods on and after September 30, 2019.

The brief of the modifications are as follows:

1. Modification in format of Corporate Governance to be submitted at the end of every quarter

Modification pertaining to	Add on Compliance Check	Remarks
Composition of Board of  Directors – Reg 17	Initial Date of appointment of Director Date of Birth of Director No. of Independent Directors in listed Entities including your Listed Entity	These modifications are in line with the newly inserted Reg. 17(1A) and 17A which specifically  deals with the following: Age of non-executive director > 75 years, only if Special resolution is passed to that effect. Max no. of directorship in not more than 7 listed entities, including alternate directorship.
Composition of Committees- Reg 18, 19, 20, 21	Whether regular chairperson appointed Date of Appointment Date of Cessation	These modifications are in line with the amended composition of committees in LODR. The penalty of Rs. 2,000/- per day is prescribed in case of any non-compliance is observed by the stock exchange(s).
Meeting of Board of                         Directors- Reg 17(2A)	Whether requirement of Quorum met Number of Directors present Number of Independent Directors present	These modifications are in line with the newly added provisions in LODR pertaining to quorum i.e. Reg. 17(2A), earlier there was no specific provision with stock exchange(s) to check with the quorum requirements.
Meeting of Committees	Number of Directors present Number of Independent Directors present	This modification is w.r.t. to the newly inserted provisions relating to quorum of committees.

2. Modification in format of Corporate Governance to be submitted at the end of 6 months from the end of FY.

Modification pertaining to	Add on Compliance Check	Remarks
Affirmations	Presence of Chairperson of the Stakeholder Relationship committee at the AGM.	As per the newly substituted Reg. 20(3), it is now mandatory that Chairperson of the Stakeholder Relationship Committee shall be present at the AGM to answer queries of the stakeholders.

3. Modification in format of Corporate Governance to be submitted for whole of the financial year.

Modification pertaining to	Add on Compliance Check	Remarks
Disclosure on Website	Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange. Advertisements as per regulation 47 (1). Credit rating or revision in credit rating obtained by the entity for all itsoutstanding instruments. Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year. Whether company has provided information under separate section on its website as per Regulation 46(2). Materiality Policy as per Regulation 30. Dividend Distribution policy as per Regulation 43A (as applicable).	In case of any default with the disclosures on website,  the stock exchange(S) shall issue advisory/ warning letters (upto 4 in a FY), exceeding which, they shall levy a fine amounting to Rs. 10,000/- per instance for every additional advisory/ warning letter exceeding the said 4 letters in a  financial year.
Annual Affirmations	Quorum of Board Meeting – Reg. 17(2A) Recommendation of Board– Reg. 17(11) Maximum number of directorship– Reg. 17(A) Quorum of Nomination and Remuneration Committee meeting– Reg. 19(2A) Meeting of Nomination & Remuneration Committee– Reg. 19(3A) Meeting of Stakeholder Relationship Committee– Reg. 20(3A) Meeting of Risk Management Committee– Reg. 21(3A) Disclosure of related party transactions on consolidated basis– Reg. 23(9) Annual Secretarial Compliance Report– Reg. 24(A) Alternate Director to Independent Director– Reg. 25(1) Declaration from Independent Director– Reg. 25(8) & 25(9) Directors and Officers insurance– Reg. 25(10)	These Affirmations are in line with the several amendments made in LODR based on the recommendations of Kotak Committee on Corporate Governance.

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Anjali Aggarwal

(Partner)
+91 9971673336
anjali@indiacp.com