CORPORATE GOVERNANCE -AMENDMENTS

CLAUSE 49 OF THE LISTING AGREEMENT WITH SEBI

Presented by : Ajay AgarwalAkhilesh Singh RawatAlok Veer YadavAshish RawatAwadhesh Kumar SinghDharmesh MakwanaHarish Kumar

DATE OF CIRCULAR : April 17, 2014

APPLICABLE W.E.F. : October 1st, 2014

NEED TO AMEND THE PROVISIONS

To align the provisions of the listing agreement with newly enacted Companies Act.

Disclosure and transparency on all material matters made in the Annual Report

Responsibilities of Board more stringent

Certificate from the Auditor or Company Secretary

Provide additional requirements to strengthen the Corporate Governance framework for the listed companies to adopt best practices on corporate governance

Separate Report on Corporate Governance

Increased participation in the decision making. Right to place items on agenda of GM &

propose resolutions. Adequate mechanism to address grievances of

shareholders Protection of minority shareholders from the

abusive actions of controlling shareholders Right to be timely informed - date, location

and agenda Right to be informed about the capital

structures ALL INVESTORS CAN OBTAIN INFORMATION

ABOUT THE RIGHTS BEFORE THEY PURCHASE

Seek relevant, sufficient and reliable information on a timely and regular basis to participate in Corporate Governance process

Play a role of a whistle blower

Seek redressal for the violation of rights.

Effectively Participate in overall in the Corporate Governance Process

STAKEHOLDERS ROLE

At least one Women Director . At least fifty percent of the Board should

be comprised of Non- Executive Directors.

If the chairman of the Board is Executive Director or Promoter, then at least half of the Board should be comprised of Independent Directors.

If the Chairman of the Board of Board is Non – Executive Director then at least one – third of the Board should be comprised of Independent Director.

COMPOSITION OF BOARD

INDEPENDENT DIRECTOR Nominee Director is not an Independent Director. a person of integrity and possesses relevant expertise

and experience not a promoter or related to company or its holding,

subsidiary or associate company. no pecuniary relationship with the company during the

two immediately preceding financial years or during the current financial year

not less than 21 years of age. the maximum number to serve restricted to 7. Maximum number of directorship serving as Whole

Time Director is maximum 3. Detailed profile of the Independent Director should be

disclosed on the Website of the company .

TERM OF INDEPENDENT DIRECTOR

Up to Five consecutive years Eligible for reappointment on passing of a special

resolution by the company not more than two consecutive terms eligible for appointment after three years cooling period Performance evaluation report shall be the basis to

determine whether to extend or continue the term of ID. The Nomination Committee shall lay down the

performance evaluation criteria and the Company to disclose the same in its Annual Report.

Evaluation Criteria as per Nomination Committee. Evaluation to be done by the Board excluding the

director being evaluated.

BOARD MEETINGS

At least FOUR times a year with a maximum time gap of one hundred and twenty days between any two meetings.

Director – maximum membership in TEN committees.

Director – maximum Chairmanship in maximum FIVE COMMITTEES.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

at least one meeting in a year. all the independent directors of the company

shall strive to be present at such meeting. to review the performance of non-independent

directors and the Board as a whole. to review the performance of the Chairperson of

the company. to assess the quality, quantity and timeliness of

flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT COMMITTEE Constitution of a Qualified and Independent Audit Committee. MINIMUM : THREE DIRECTORS as members and Two – Third of the

members should be independent. All Members of Audit Committee shall be financially literate and at

least one members shall have accounting or related financial management expertise.

CHAIRMAN OF AUDIT COMMITTEE should be INDEPENDENT DIRECTOR. CHAIRMAN should be present at the A.G.M. to answer shareholder

queries. Company Secretary shall act as the Secretary to the committee. MEETING OF AUDIT COMMITTEE : At least FOUR times in a year Maximum gap between two meeting : Four months

QUORUM : TWO members OR one third of the members of the audit

committee ( whichever is greater) Minimum TWO INDEPENDENT DIRECTOR must be present.

POWER OF AUDIT COMMITTEE

To investigate any activity within its terms of reference.

To seek information from any employee. To obtain outside legal or other professional advice. To secure attendance of outsiders with relevant

expertise, if it considers necessary.

ROLE OF AUDIT COMMITTEE

Review company’s financial reporting process and the disclosure of its financial information.

Recommendation for appointment, remuneration and terms of appointment of auditors of the company and payment to payment to statutory auditors

Review the annual financial statements and auditor's report thereon before submission to the board for approval.

Approval of the Related Party Transactions and its conditions.

Evaluation of the Internal Control & Risk Management System.

OTHER COMMITTEESNOMINATION AND REMUNERATION COMMITTEE : The Company shall set up a Nomination and Remuneration

Committee which shall comprise at least 3 directors, all of whom shall be non-executive directors and at least 1/2 shall be independent.

Chairman of the committee shall be an independent director

STAKEHOLDERS’ RELATIONSHIP COMMITTEE The Company to constitute “Stakeholders’ Relationship

Committee” to redress the grievances of Shareholders, Debenture holders and other Security Holders.

A Non-Executive Director shall be Chairman of the Committee with such other members as may be decided by the Board

Disclosure related to all material matters: Financial situation , performance, ownership and governance.

Compliance and Disclosure of Accounting Standards.

Maintenance of minutes of meeting “explicitly recording dissenting opinion”

Disclosure covers mainly : Related Party Transactions Disclosure of Accounting Treatment Remuneration of Directors Disclosure of resignation of directors Disclosure of formal letter of appointment Proceeds from public issues, rights issue,

preferential issues, etc.

DISCLOSURES

CEO/CFO certification reviewed financial statements and the cash flow statement accept responsibility for establishing and maintaining and

evaluating the internal controls for financial reporting

Report on Corporate Governance separate section on Corporate Governance in the Annual

Reports of company, with a detailed compliance report on Corporate Governance

Compliance obtain a certificate from either the auditors or practicing

company secretaries regarding compliance of conditions of corporate governance

OTHER PROVISIONS…

Thank You