The company agrees to comply with the following provisions:

1I. Board of Directors

Composition of Board
optimum combination of executive and non-executive directors with not less than
50 % of the board of directors comprising of non-executive directors.
The number of independent directors would depend on whether the Chairman is
executive or non-executive. In case of a non-executive chairman, at least one-third
of board
should comprise of independent directors and in case of an executive chairman, at
least half of board should comprise of independent directors.
2Explanation (i): For the purpose of this clause, the expression
independent director shall mean non-executive director of the
company who
a! apart from receivin" directors remuneration, does not have any
material pecuniary relationships or transactions with the company, its
promoters, its senior mana"ement or its holdin" company, its
su#sidiaries and associated companies$
2#! is not related to promoters or mana"ement at the #oard level or at
one level #elow the #oard$
%c! has not #een an executive of the company in the immediately
precedin" three &nancial years$
'd! is not a partner or an executive of the statutory audit &rm or the
internal audit &rm that is associated with the company, and has not
#een a partner or an executive of any such &rm for the last three
years! (his will also apply to le"al &rm(s) and consultin" &rm(s) that
have a material association with the entity!
)e! is not a supplier, service provider or customer of the company! (his
should include lessor-lessee type relationships also$ and
*f! is not a su#stantial shareholder of the company, i!e! ownin" two
percent or more of the #loc+ of votin" shares!
Explanation (ii): ,nstitutional directors on the #oards of companies shall
#e considered as independent directors whether the institution is an
investin" institution or a lendin" institution!
(-) .on executive directors compensation and disclosures
/ompensation paid to non-executive directors shall #e &xed #y the
-oard of 0irectors and shall #e approved #y shareholders in "eneral
meetin"!
1imits shall #e set for the maximum num#er of stoc+ options that
can #e "ranted to non-executive directors in any &nancial year and
in a""re"ate!
(he stoc+ options "ranted to the non-executive directors shall vest
after a period of at least one year from the date such non-executive
directors have retired from the -oard of the /ompany!
(he considerations as re"ards compensation paid to an
independent director shall #e the same as those applied to a non-
executive director!
(he company shall pu#lish its compensation philosophy and
statement of entitled compensation in respect of non-executive
directors in its annual report! 2lternatively, this may #e put up on
the companys we#site and reference drawn thereto in the annual
report! /ompany shall disclose on an annual #asis, details of shares
held #y non-executive directors, includin" on an 3if-converted3
#asis!
.on-executive directors shall #e re4uired to disclose their stoc+
holdin" (#oth own or held #y 5 for other persons on a #ene&cial
#asis) in the listed company in which they are proposed to #e
appointed as directors, prior to their appointment! (hese details
should accompany their notice of appointment
(/) ,ndependent 0irector

,ndependent 0irector to periodically review le"al compliance reports

prepared #y the company as well as steps ta+en #y the company to cure
any taint!
,n the event of any proceedin"s a"ainst an independent director in
connection with the a6airs of the company, defence shall not #e permitted
on the "round that the independent director was unaware of this
responsi#ility!
(he considerations as re"ards remuneration paid to an independent
director shall #e the same as those applied to a non executive director
(0) -oard 7rocedure
(he #oard meetin" shall #e held at least four times a year, with a
maximum time "ap of four months #etween any two meetin"s! (he
minimum information to #e made availa#le to the #oard is "iven in
2nnexure8,2!
2 director shall not #e a mem#er in more than 9 committees or act as
/hairman of more than &ve committees across all companies in which he
is a director! Furthermore it should #e a mandatory annual re4uirement for
every director to inform the company a#out the committee positions he
occupies in other companies and notify chan"es as and when they ta+e
place!
Explanation: For the purpose of considerin" the limit of the committees
on which a director can serve, all pu#lic limited companies, whether
listed or not, shall #e included and all other companies (i e private
limited companies, forei"n companies and companies under :ection 2)
of the /ompanies 2ct, etc) shall #e excluded!
Further only the three committees vi;! the 2udit /ommittee, the
:hareholders <rievance /ommittee and the =emuneration /ommittee
shall #e considered for this purpose!
(E) /ode of /onduct
i! ,t shall #e o#li"atory for the -oard of a company to lay down the code
of conduct for all -oard mem#ers and senior mana"ement of a
company! (his code of conduct shall #e posted we#site of the company!
Explanation: For this purpose, the term 3senior mana"ement3 shall
mean personnel of the company who are mem#ers of its
mana"ement 5 operatin" council (i!e! core mana"ement team
excludin" -oard of 0irectors)! .ormally, this would comprise all
mem#ers of mana"ement one level #elow the executive directors
(! Term of "#ce of $on%exec&tive directors
i! 7erson shall #e eli"i#le for the o>ce of non-executive director so lon"
as the term of o>ce did not exceed nine years in three terms of three
years each, runnin" continuously!
II '&dit Committee.
1('! (&ali)ed and Independent '&dit Committee
2 4uali&ed and independent audit committee shall #e set up and shall
comply with the followin":
i! (he audit committee shall have minimum three mem#ers! 2ll the
mem#ers of audit committee shall #e non-executive directors, with the
ma?ority of them #ein" independent!
2ii! 2ll mem#ers of audit committee shall #e &nancially literate and at
least one mem#er shall have accountin" or related &nancial
mana"ement expertise!
Explanation (i!:(he term 3&nancially literate3 means the a#ility to
read and understand #asic &nancial statements i!e! #alance sheet,
pro&t and loss account, and statement of cash @ows!
Explanation (ii): 2 mem#er will #e considered to have accountin" or
related &nancial mana"ement expertise if he or she possesses
experience in &nance or accountin", or re4uisite professional
certi&cation in accountin", or any other compara#le experience or
#ac+"round which results in the individuals &nancial sophistication,
includin" #ein" or havin" #een a chief executive o>cer, chief &nancial
o>cer, or other senior o>cer with &nancial oversi"ht responsi#ilities!
iii! (he /hairman of the /ommittee shall #e an independent director$
2iv! (he /hairman shall #e present at 2nnual <eneral Aeetin" to answer
shareholder 4ueries$
%v! (he audit committee should invite such of the executives, as it
considers appropriate (and particularly the head of the &nance
function) to #e present at the meetin"s of the committee, #ut on
occasions it may also meet without the presence of any executives of
the company! (he &nance director, head of internal audit and when
re4uired, a representative of the external auditor shall #e present as
invitees for the meetin"s of the audit committee$
'vi! (he /ompany :ecretary shall act as the secretary to the committee!
(B! *eeting of '&dit Committee
(he audit committee shall meet at least thrice a year! Bne meetin" shall
#e held #efore &nali;ation of annual accounts and one every six months!
(he 4uorum shall #e either two mem#ers or one third of the mem#ers of
the audit committee, whichever is hi"her and minimum of two
independent directors!
(C! +owers of '&dit Committee
(he audit committee shall have powers which should include the
followin":
! (o investi"ate any activity within its terms of reference!
22! (o see+ information from any employee!
%%! (o o#tain outside le"al or other professional advice!
''! (o secure attendance of outsiders with relevant expertise, if it
considers necessary!
(D! ,ole of '&dit Committee
(i) (he role of the audit committee shall include the followin":
! Bversi"ht of the companys &nancial reportin" process and the
disclosure of its &nancial information to ensure that the &nancial
statement is correct, su>cient and credi#le!
22! =ecommendin" the appointment and removal of external auditor,
&xation of audit fee and also approval for payment for any other
services!
%%! =eviewin" with mana"ement the annual &nancial statements #efore
su#mission to the #oard, focusin" primarily on$
'a! 2ny chan"es in accountin" policies and practices!
)#! Aa?or accountin" entries #ased on exercise of ?ud"ment #y
mana"ement!
*c! Cuali&cations in draft audit report!
Dd! :i"ni&cant ad?ustments arisin" out of audit!
Ee! (he "oin" concern assumption!
/ompliance with accountin" standards!
2h! 2ny related party transactions
%'! =eviewin" with the mana"ement, external and internal auditors, the
ade4uacy of internal control systems!
')! =eviewin" the ade4uacy of internal audit function, includin" the
structure of the internal audit department, sta>n" and seniority of the
o>cial headin" the department, reportin" structure covera"e and
fre4uency of internal audit!
)*! 0iscussion with internal auditors any si"ni&cant &ndin"s and follow up
there on!
*D! =eviewin" the &ndin"s of any internal investi"ations #y the internal
auditors into matters where there is suspected fraud or irre"ularity or a
failure of internal control systems of a material nature and reportin"
the matter to the #oard!
DE! 0iscussion with external auditors #efore the audit commences a#out
nature and scope of audit as well as post-audit discussion to ascertain
any area of concern!
EF! =eviewin" the companys &nancial and ris+ mana"ement policies!
F9! (o loo+ into the reasons for su#stantial defaults in the payment to the
depositors, de#enture holders, shareholders (in case of non payment of
declared dividends) and creditors!
Explanation (i!: (he term 3related party transactions3 shall have the
same meanin" as contained in the 2ccountin" :tandard E, =elated
7arty (ransactions, issued #y (he ,nstitute of /hartered 2ccountants of
,ndia!
Explanation (ii!: ,f the company has set up an audit committee
pursuant to provision of the /ompanies 2ct, the company a"rees that
the said audit committee shall have such additional functions 5 features
as is contained in the 1istin" 2"reement!
(E! ,eview of information -y '&dit Committee
(i) (he 2udit /ommittee shall mandatorily review the followin"
information:
! Financial statements and draft audit report, includin" 4uarterly 5 half-
yearly &nancial information$
22! Aana"ement discussion and analysis of &nancial condition and results
of operations$
%%! =eports relatin" to compliance with laws and to ris+ mana"ement$
''! Aana"ement letters 5 letters of internal control wea+nesses issued #y
statutory 5 internal auditors$ and
))! =ecords of related party transactions
**! (he appointment, removal and terms of remuneration of the /hief
internal auditor shall #e su#?ect to review #y the 2udit /ommittee
III. '&dit ,eports and '&dit (&ali)cations
1'. Disclos&re of 'cco&nting Treatment
,n case it has followed a treatment di6erent from that prescri#ed in an
2ccountin" :tandards, mana"ement shall ?ustify why they #elieve such
alternative treatment is more representative of the underlined #usiness
transactions! Aana"ement shall also clearly explain the alternative
accountin" treatment in the footnote of &nancial statements!
I.. /histle Blower +olicy
('! Internal +olicy on access to '&dit Committees:
i! 7ersonnel who o#serve an unethical or improper practice (not
necessarily a violation of law) shall #e a#le to approach the audit
committee without necessarily informin" their supervisors!
2ii! /ompanies shall ta+e measures to ensure that this ri"ht of access is
communicated to all employees throu"h means of internal circulars,
etc! (he employment and other personnel policies of the company
shall contain provisions protectin" 3whistle #lowers3 from unfair
termination and other unfair pre?udicial employment practices!
%iii! /ompany shall annually a>rm that it has not denied any personnel
access to the audit committee of the company (in respect of matters
involvin" alle"ed misconduct) and that it has provided protection to
3whistle #lowers3 from unfair termination and other unfair or pre?udicial
employment practices!
'iv! :uch a>rmation shall form a part of the -oard report on /orporate
<overnance that is re4uired to #e prepared and su#mitted to"ether
with the annual report!
)v! (he appointment, removal and terms of remuneration of the chief
internal auditor shall #e su#?ect to review #y the 2udit /ommittee!
.. 0&-sidiary Companies
9/ompliance with accountin" standards!
h! 2ny related party transactions
2'! =eviewin" with the mana"ement, external and internal auditors, the
ade4uacy of internal control systems!
%)! =eviewin" the ade4uacy of internal audit function, includin" the
structure of the internal audit department, sta>n" and seniority of the
o>cial headin" the department, reportin" structure covera"e and
fre4uency of internal audit!
'*! 0iscussion with internal auditors any si"ni&cant &ndin"s and follow
up there on!
)D! =eviewin" the &ndin"s of any internal investi"ations #y the internal
auditors into matters where there is suspected fraud or irre"ularity or a
failure of internal control systems of a material nature and reportin"
the matter to the #oard!
*E! 0iscussion with external auditors #efore the audit commences a#out
nature and scope of audit as well as post-audit discussion to ascertain
any area of concern!
DF! =eviewin" the companys &nancial and ris+ mana"ement policies!
E9! (o loo+ into the reasons for su#stantial defaults in the payment to
the depositors, de#enture holders, shareholders (in case of non
payment of declared dividends) and creditors!
Explanation (i!: (he term 3related party transactions3 shall have the
same meanin" as contained in the 2ccountin" :tandard E, =elated
7arty (ransactions, issued #y (he ,nstitute of /hartered 2ccountants of
,ndia!
Explanation (ii!: ,f the company has set up an audit committee
pursuant to provision of the /ompanies 2ct, the company a"rees that
the said audit committee shall have such additional functions 5 features
as is contained in the 1istin" 2"reement!
(E! ,eview of information -y '&dit Committee
(i) (he 2udit /ommittee shall mandatorily review the followin"
information:
D! Financial statements and draft audit report, includin" 4uarterly 5 half-
yearly &nancial information$
E2! Aana"ement discussion and analysis of &nancial condition and results
of operations$
F%! =eports relatin" to compliance with laws and to ris+ mana"ement$
9'! Aana"ement letters 5 letters of internal control wea+nesses issued #y
statutory 5 internal auditors$ and
)! =ecords of related party transactions
2*! (he appointment, removal and terms of remuneration of the /hief
internal auditor shall #e su#?ect to review #y the 2udit /ommittee
III. '&dit ,eports and '&dit (&ali)cations
1'. Disclos&re of 'cco&nting Treatment
,n case it has followed a treatment di6erent from that prescri#ed in an
2ccountin" :tandards, mana"ement shall ?ustify why they #elieve such
alternative treatment is more representative of the underlined #usiness
transactions! Aana"ement shall also clearly explain the alternative
accountin" treatment in the footnote of &nancial statements!
I.. /histle Blower +olicy
('! Internal +olicy on access to '&dit Committees:
*i! 7ersonnel who o#serve an unethical or improper practice (not
necessarily a violation of law) shall #e a#le to approach the audit
committee without necessarily informin" their supervisors!
Dii! /ompanies shall ta+e measures to ensure that this ri"ht of access is
communicated to all employees throu"h means of internal circulars,
etc! (he employment and other personnel policies of the company
shall contain provisions protectin" 3whistle #lowers3 from unfair
termination and other unfair pre?udicial employment practices!
Eiii! /ompany shall annually a>rm that it has not denied any personnel
access to the audit committee of the company (in respect of matters
involvin" alle"ed misconduct) and that it has provided protection to
3whistle #lowers3 from unfair termination and other unfair or pre?udicial
employment practices!
Fiv! :uch a>rmation shall form a part of the -oard report on /orporate
<overnance that is re4uired to #e prepared and su#mitted to"ether
with the annual report!
9v! (he appointment, removal and terms of remuneration of the chief
internal auditor shall #e su#?ect to review #y the 2udit /ommittee!
12i. The compan! agrees that provisions relating to the composition of the "oard of
#irectors of the holding compan! shall be made applicable to the composition of
the "oard of #irectors of subsidiar! companies
$ii. %t least one independent director on the "oard of #irectors of the holding
compan! shall be a director on the "oard of #irectors of the subsidiar! compan!.
&iii. The %udit Committee of the holding compan! shall also review the financial
statements, in particular the investments made b! the subsidiar! compan!.
'iv( The minutes of the "oard meetings of the subsidiar! compan! shall be placed for
review at the "oard meeting of the holding compan!.
'v( The "oard report of the holding compan! should state that the! have reviewed
the affairs of the subsidiar! compan! also
VI. Disclosure of contingent liabilities
'i( The compan! agrees that management shall provide a clear description in plain )nglish
of each material contingent liabilit! and its ris*s, which shall be accompanied b! the
auditor+s clearl! worded comments on the management+s view. This section shall be
highlighted in the significant accounting policies and notes on accounts, as well as, in the
auditor+s report, where necessar!.
VII. Disclosures
(A) Basis of related party transactions
'i( % statement of all transactions with related parties including their basis shall be
placed before the %udit Committee for formal approval,ratification. If an! transaction
is not on an arm+s length basis, management shall provide an explanation to the
%udit Committee -ustif!ing the same.
(B) Board Disclosures Risk management
'i( It shall put in place procedures to inform "oard members about the ris*
assessment and minimi.ation procedures. These procedures shall be periodicall!
reviewed to ensure that executive management controls ris* through means of a
properl! defined framewor*.
'ii( /anagement shall place a report certified b! the compliance officer of the
compan!, before the entire "oard of #irectors ever! 0uarter documenting the
business ris*s faced b! the compan!, measures to address and minimi.e such ris*s,
and an! limitations to the ris* ta*ing capacit! of the corporation. This document shall
be formall! approved b! the "oard.
(C) Proceeds from Initial Public Offerings (IPOs)
'i( 1hen mone! is raised through an Initial 2ublic 3ffering 'I23( it shall disclose to
the %udit Committee, the uses , applications of funds b! ma-or categor! 'capital
expenditure, sales and mar*eting, wor*ing capital, etc(, on a 0uarterl! basis as a part
of their 0uarterl! declaration of financial results. 4urther, on an annual basis, the
compan! shall prepare a statement of funds utili.ed for purposes other than those
stated in the offer document,prospectus. This statement shall be certified b! the
independent auditors of the compan!. The audit committee shall ma*e appropriate
recommendations to the "oard to ta*e up steps in this matter.
(D) Remuneration of Directors
a. %ll pecuniar! relationship or transactions of the non-executive director+s vis-5-vis
the compan! shall be disclosed in the %nnual 6eport.
'ii( 4urther the following disclosures on the remuneration of directors shall be
made in the section on the corporate governance of the annual report.
a. %ll elements of remuneration pac*age of all the directors i.e. salar!, benefits,
bonuses, stoc* options, pension etc.
$b. #etails of fixed component and performance lin*ed incentives, along with the
performance criteria.
&c. 7ervice contracts, notice period, severance fees.
8d. 7toc* option details, if an! 9 and whether issued at a discount as well as the
period over which accrued and over which exercisable.
() !anagement
i. %s part of the directors+ report or as an addition there to, a /anagement
#iscussion and %nal!sis report should form part of the annual report to the
shareholders. This /anagement #iscussion : %nal!sis should include discussion
on the following matters within the limits set b! the compan!+s competitive
position;
$a. Industr! structure and developments.
&b. 3pportunities and Threats.
8c. 7egment9wise or product-wise performance.
d! Butloo+
6is*s and concerns. f. Internal control s!stems and their ade0uac!. h. /aterial developments in
<uman 6esources , Industrial 6elations front, including number of people emplo!ed.
/anagement shall ma*e disclosures to the board relating to all material financial and commercial
transactions, where the! have personal interest, that ma! have a potential conflict with the
interest of the compan! at large 'for e.g. dealing in compan! shares, commercial dealings with
bodies, which have shareholding of management and their relatives etc.( (") #$are$olders 'i( In
case of the appointment of a new director or re-appointment of a director the shareholders must
be provided with the following information; a. % brief resume of the director= b. >ature of his
expertise in specific functional areas = and c. >ames of companies in which the person also holds
the directorship and the membership of Committees of the board. 'ii( Information li*e 0uarterl!
results, presentation made b! companies to anal!sts shall be put on compan!+s web-site, or shall
be sent in such a form so as to enable the stoc* exchange on which the compan! is listed to put it
on its own web-site. 'iii( % board committee under the chairmanship of a non-executive director
shall be formed to specificall! loo* into the redressal of shareholder and investors complaints li*e
transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. This
Committee shall be designated as ?7hareholders,Investors @rievance Committee+. 'iv(To expedite
the process of share transfers the board of the compan! shall delegate the power of share
transfer to an officer or a committee or to the registrar and share transfer agents. The delegated
authorit! shall attend to share transfer formalities at least once in a fortnight. VIII. CEO/CFO
certification i. C)3 'either the )xecutive Chairman or the /anaging #irector( and the C43
'whole-time 4inance #irector or other person discharging this function( of the compan! shall
certif! that, to the best of their *nowledge and belief; a. The! have reviewed the balance sheet
and profit and loss account and all its schedules and notes on accounts, as well as the cash flow
statements and the #irectors+ 6eport= b. These statements do not contain an! materiall! untrue
statement or omit an! material fact nor do the! contain statements that might be misleading= c.
These statements together present a true and fair view of the compan!, and are in compliance
with the existing accounting standards and , or applicable laws , regulations= d. The! are
responsible for establishing and maintaining internal controls and have evaluated the
effectiveness of internal control s!stems of the compan!= and the! have also disclosed to the
auditors and the %udit Committee, deficiencies in the design or operation of internal controls, if
an!, and what the! have done or propose to do to rectif! these= e. The! have also disclosed to
the auditors as well as the %udit Committee, instances of significant fraud, if an!, that involves
management or emplo!ees having a significant role in the compan!+s internal control s!stems=
and f. The! have indicated to the auditors, the %udit Committee and in the notes on accounts,
whether or not there were significant changes in internal control and , or of accounting policies
during the !ear. IX. Report on Corporate Governance 'i( There shall be a separate section on
Corporate @overnance in the annual reports of compan!, with a detailed compliance report on
Corporate @overnance. >on-compliance of an! mandator! re0uirement i.e. which is part of the
listing agreement with reasons thereof and the extent to which the non-mandator! re0uirements
have been adopted should be specificall! highlighted. The suggested list of items to be included
in this report is given in %nnexure-" and list of non-mandator! re0uirements is given in %nnexure
9C. 'ii( The companies shall submit a 0uarterl! compliance report to the stoc* exchanges within
5 da!s from the close of 0uarter as per the format given below. The report shall be submitted
either b! the Compliance 3fficer or the Chief )xecutive 3fficer of the compan! after obtaining due
approvals. 4ormat of Auarterl! Compliance 6eport on Corporate @overnance >ame of the
Compan!;
Cuarter endin" on:
+artic&la
rs
Cla&se of
3isting
'greement
Compliance
stat&s
(4es5$o5$.'.!
,emar
6s
1 1 7 8
I. Board of Directors 'F ,
(2)/omposition of -oard 'F(,2)
(-).on-executive 0irectors
compensation G disclosures
(,-)
(/),ndependent 0irector (,/)
(0)-oard 7rocedure F (,0)
(E)/ode of /onduct F (,E)
(F)(erm of o>ce of non-executive
directors
'F (,F)
,,! 2udit /ommittee F (,,)
(2)Cuali&ed G ,ndependent 2udit
/ommittee
F (,,2)
(-)Aeetin" of 2udit /ommittee F (,,-)
(/)7owers of 2udit /ommittee F (,,/)
(0)=ole of 2udit /ommittee ,,(0)
(E)=eview of ,nformation #y 2udit
/ommittee
'F (,,E)
III. '&dit ,eports
and '&dit (&ali)cations
'F (,,,)
I../histle Blower +olicy 'F (,H)
.. 0&-sidiary Companies 'F (H)
.I. Disclos&re of contingent
lia-ilities
'F (H,)
H,,!0isclosures 'F (H,,)
(2)-asis of related party
transactions
,,2)
(-)-oard 0isclosures (H,,-)
(/)7roceeds from ,nitial 7u#lic
o6erin"s
'F (H,,/)
(0)=emuneration of 0irectors 'F (H,,0)
(E)Aana"ement (H,,E)
(F):hareholders 'F (H,,F)
.III.CE"5C"
Certi)cation
'F (H,,,)
I9. ,eport on Corporate
:overnance
'F (,I)
I! /ompliance 'F (I)
.ote:
) (he details under each head shall #e provided to incorporate all the
information re4uired as per the provisions of the clause 'F of the 1istin"
2"reement!
,n the column .o!%, compliance or non-compliance may #e indicated #y
Jes5.o5.!2!! For example, if the -oard has #een composed in accordance
with the clause 'F , of the 1istin" 2"reement, 3Jes3 may #e indicated!
:imilarly, in case the company has not come out with an ,7B, the words
3.!2!3 may #e indicated a"ainst 'F (H,,/)!
%),n the remar+s column, reasons for non-compliance may #e indicated,
for example, in case of re4uirement related to circulation of information to
the shareholders, which would #e done only in the 2<A5E<A, it mi"ht #e
indicated in the 3=emar+s3 column as 8 3will #e complied with at the
2<A3! :imilarly, in respect of matters which can #e complied with only
where the situation arises, for example, 3=eport on /orporate
<overnance3 is to #e a part of 2nnual =eport only, the words 3will #e
complied in the next 2nnual =eport3 may #e indicated!
9. Compliance
(he company shall o#tain a certi&cate from either the auditors or
practicin" company secretaries re"ardin" compliance of conditions of
corporate "overnance as stipulated in this clause and annex the
certi&cate with the directors report, which is sent annually to all the
shareholders of the company! (he same certi&cate shall also #e sent to
the :toc+ Exchan"es alon" with the annual returns &led #y the company!
0ched&le of implementation
() (he provisions of the revised clause 'F shall #e implemented as per the
schedule of implementation "iven #elow:
(i) -y all entities see+in" listin" for the &rst time, at the time of listin"!
(ii) -y all companies which were re4uired to comply with the re4uirement
of the erstwhile clause 'F i!e! all listed entities havin" a paid up share
capital of =s % crores and a#ove or net worth of =s 2) crores or more at
any time in the history of the entity ! (hese entities shall #e re4uired to
comply with the re4uirement of this clause on or #efore Aarch %, 299'!
(2) (he non-mandatory re4uirement "iven in 2nnexure 8 / shall #e
implemented as per the discretion of the company! Kowever, the disclosures
of the adoption5non-adoption of the non-mandatory re4uirements shall #e
made in the section on corporate "overnance of the 2nnual =eport!
'nnex&re 1'
Information to -e placed -efore Board of Directors
! 2nnual operatin" plans and #ud"ets and any updates!
2! /apital #ud"ets and any updates!
%! Cuarterly results for the company and its operatin" divisions or #usiness
se"ments!
'! Ainutes of meetin"s of audit committee and other committees of the
#oard!
)! (he information on recruitment and remuneration of senior o>cers ?ust
#elow the #oard level, includin" appointment or removal of /hief Financial
B>cer and the /ompany :ecretary!
*! :how cause, demand, prosecution notices and penalty notices which are
materially important
D! Fatal or serious accidents, dan"erous occurrences, any material eLuent or
pollution pro#lems!
E! 2ny material default in &nancial o#li"ations to and #y the company, or
su#stantial non-payment for "oods sold #y the company!
F! 2ny issue, which involves possi#le pu#lic or product lia#ility claims of
su#stantial nature, includin" any ?ud"ement or order which, may have passed
strictures on the conduct of the company or ta+en an adverse view re"ardin"
another enterprise that can have ne"ative implications on the company!
9! 0etails of any ?oint venture or colla#oration a"reement!
! (ransactions that involve su#stantial payment towards "oodwill, #rand
e4uity, or intellectual property!
2! :i"ni&cant la#our pro#lems and their proposed solutions! 2ny si"ni&cant
development in Kuman =esources5 ,ndustrial =elations front li+e si"nin" of
wa"e a"reement, implementation of Holuntary =etirement :cheme etc!
%! :ale of material nature, of investments, su#sidiaries, assets, which is not
in normal course of #usiness!
'! Cuarterly details of forei"n exchan"e exposures and the steps ta+en #y
mana"ement to limit the ris+s of adverse exchan"e rate movement, if
material!
)! .on-compliance of any re"ulatory, statutory nature or listin"
re4uirements and shareholders service such as non-payment of dividend,
delay in share transfer etc!
'nnex&re 1B
0&ggested 3ist of Items to Be Incl&ded In the ,eport on Corporate
:overnance in the 'nn&al
,eport of Companies
! 2 #rief statement on companys philosophy on code of "overnance!
22! -oard of 0irectors:
(i) /omposition and cate"ory of directors, for example, promoter,
executive, non- executive, independent non-executive, nominee director,
which institution represented as lender or as e4uity investor!
(ii) 2ttendance of each director at the -o0 meetin"s and the last 2<A!
(iii) .um#er of other -o0s or -oard /ommittees in which he5she is a
mem#er or /hairperson
(iv) .um#er of -o0 meetin"s held, dates on which held!
%! 2udit /ommittee!
(i) -rief description of terms of reference
(ii) /omposition, name of mem#ers and /hairperson
(iii) Aeetin"s and attendance durin" the year
'! =emuneration /ommittee!
(i) -rief description of terms of reference
(ii) /omposition, name of mem#ers and /hairperson
(iii) 2ttendance durin" the year
(iv) =emuneration policy
(v) 0etails of remuneration to all the directors, as per format in main
report!
)! :hareholders /ommittee!
(i) .ame of non-executive director headin" the committee
(ii) .ame and desi"nation of compliance o>cer
(iii) .um#er of shareholders complaints received so far
(iv) .um#er not solved to the satisfaction of shareholders
(v) .um#er of pendin" complaints
*! <eneral -ody meetin"s!
(i) 1ocation and time, where last three 2<As held!
(ii) Mhether any special resolutions passed in the previous % 2<As
(iii) Mhether any special resolution passed last year throu"h postal #allot 8
details of votin" pattern
(iv) 7erson who conducted the postal #allot exercise
(v) Mhether any special resolution is proposed to #e conducted throu"h
postal #allot
(vi) 7rocedure for postal #allot
D! 0isclosures!
(i) 0isclosures on materially si"ni&cant related party transactions that may
have potential con@ict with the interests of company at lar"e!
(ii) 0isclosure of accountin" treatment, if di6erent, from that prescri#ed in
2ccountin" standards with explanation!
'iii( #etails of non-compliance b! the compan!, penalties, strictures imposed on the
compan! b! 7toc* )xchange or 7)"I or an! statutor! authorit!, on an! matter related to
capital mar*ets, during the last three !ears.
(iv) Mhistle -lower policy and a>rmation that no personnel has #een
denied access to the audit committee!
E! Aeans of communication!
(i) Kalf-yearly report sent to each household of shareholders!
(ii) Cuarterly results
(iii) .ewspapers wherein results normally pu#lished
(iv) 2ny we#site, where displayed
(v) Mhether it also displays o>cial news releases$ and
(vi) (he presentations made to institutional investors or to the analysts!
(vii) Mhether A0G2 is a part of annual report or not!
F! <eneral :hareholder information
(i) 2<A : 0ate, time and venue
(ii) Financial /alendar
(iii) 0ate of -oo+ closure
(iv) 0ividend 7ayment 0ate
(v) 1istin" on :toc+ Exchan"es
(vi) :toc+ /ode
(vii) Aar+et 7rice 0ata : Ki"h!, 1ow durin" each month in last &nancial year
(viii) 7erformance in comparison to #road-#ased indices such as -:E
:ensex, /=,:,1 index etc!
(ix) =e"istrar and (ransfer 2"ents
(x) :hare (ransfer :ystem
(xi) 0istri#ution of shareholdin"
(xii) 0emateriali;ation of shares and li4uidity
(xiv) 7lant 1ocations
(xv) 2ddress for correspondence
'nnex&re 1C
.on-Aandatory =e4uirements
(1! Chairman of the Board
2 non-executive /hairman should #e entitled to maintain a /hairmans
o>ce at the companys expense and also allowed reim#ursement of
expenses incurred in performance of his duties!
(1! ,em&neration Committee
'i(The board should set up a remuneration committee to determine on their behalf and on
behalf of the shareholders with agreed terms of reference, the compan!+s polic! on specific
remuneration pac*ages for executive directors including pension rights and an!
compensation pa!ment.
(ii)(o avoid con@icts of interest, the remuneration committee, which would
determine the remuneration pac+a"es of the executive directors should
comprise of at least three directors, all of whom should #e non-executive
directors, the chairman of committee #ein" an independent director!
(iii)2ll the mem#ers of the remuneration committee should #e present at
the meetin"!
(iv)(he /hairman of the remuneration committee should #e present at the
2nnual <eneral Aeetin", to answer the shareholder 4ueries! Kowever, it
would #e up to the /hairman to decide who should answer the 4ueries!
17. 0hareholder ,ights
(he half-yearly declaration of &nancial performance includin" summary of
the si"ni&cant events in last six-months, should #e sent to each household
of shareholders!
18. +ostal Ballot
/urrently, thou"h there is re4uirement for holdin" the "eneral meetin" of
shareholders, in actual practice only a small fraction of the shareholders of
that company do or can really participate therein! (his virtually ma+es the
concept of corporate democracy illusory! ,t is imperative that this situation
which has lasted too lon" needs an early correction! ,n this context, for
shareholders who are una#le to attend the meetin"s, there should #e a
re4uirement which will ena#le them to vote #y postal #allot for +ey
decisions! :ome of the critical matters which should #e decided #y postal
#allot are "iven #elow:
(i)Aatters relatin" to alteration in the memorandum of association of the
company li+e chan"es in name, o#?ects, address of re"istered o>ce etc$
(ii):ale of whole or su#stantially the whole of the underta+in"$
a! :ale of investments in the companies, where the shareholdin" or the
votin" ri"hts of the company exceeds 2)N$
2#! Aa+in" a further issue of shares throu"h preferential allotment or
private placement #asis$
%c! /orporate restructurin"$
'd! Enterin" a new #usiness area not "ermane to the existin" #usiness of
the company$
)e! Hariation in ri"hts attached to class of securities$
*f! Aatters relatin" to chan"e in mana"ement
(;! '&dit <&ali)cations
/ompany may move towards a re"ime of un4uali&ed &nancial statements!
(=! Training of Board *em-ers
/ompany shall train its -oard mem#ers in the #usiness model of the
company as well as the ris+ pro&le of the #usiness parameters of the
company, their responsi#ilities as directors, and the #est ways to
dischar"e them!
(>! *echanism for eval&ating non?exec&tive Board *em-ers
(he performance evaluation of non-executive directors should #e done #y
a peer "roup comprisin" the entire -oard of 0irectors, excludin" the
director #ein" evaluated$ and 7eer <roup evaluation should #e the
mechanism to determine whether to extend 5 continue the terms of
appointment of non-executive directors!