India Inc. has about a week to catch up with compliances. In case the company has not taken adequate measures to comply and tick the box, the penalties vary for an unlisted company to a listed company under Companies Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015. Compliance for every company to report at least one meeting of the Internal Complaints Committee OR for a listed company to organize at least ONE training program for Independent Directors and to complete the Performance Evaluation of Directors which should be considered in the meeting of Independent Directors before March 31, 2016 require immediate attention of all professionals. India Inc. has to get ready to start reporting in the Boards’ Report from April 1, 2016, here is a last chance to complete compliance in Letter, spirit can still wait. This list of compliances is indicative and not exhaustive for professionals to get started and ensure compliance is on track.
| Sl. No. | Compliance |
Section
|
Description
|
| DIR 8 |
Section 164(2) read with Rule 14(1) of Companies (Appointment and qualification of Directors) Rules, 2014
|
Intimation by Director that he/ she has not incurred any disqualification u/s 164(1)
| |
| MBP 1 | Section 184(1) read with Rule 9(1) of Companies(Meetings of Board and its powers) Rules, 2014 | Disclosure of Interest to be given by Director | |
| Internal Complaints Committee Meeting | Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 | Hold meeting and approve Report | |
| Contribution towards CSR | Section 135(5) read with Rule 7 and 8 of Companies (CSR Policy) Rules, 2014 | To ensure that spending towards CSR is made as mandated in the Act or report that the company has not spent | |
| Quarterly Board Meeting | SS1 and Section 173 of Companies Act, 2013 | Board Meeting for the last quarter | |
| Quarterly Committee Meeting | Section 177 and 178 of Companies Act, 2013 read with SS1 | Committee meeting if not held during the year, should be held before March 31 | |
| Deposit Redemption Reserve | Section 76 of Companies Act 2013 and Circular thereunder | To ear mark at least 15% of the amount of debentures maturing during the next following year ending March 31st, on or before April 30 each year. | |
| Vigil Mechanism | Section 177 | The Audit committee of the Company shall investigate and report any material discrepancies being reported by the employees or otherwise during the year |
Compliances by Listed Company for the year ended March 31, 2016
Apart from the issues set out above there are additional compliances for a listed company. This list is also indicative and not exhaustive.
| Sl. No. | Compliance | Section | Description |
| Review of Related Party Transaction by Audit Committee | Section 177 and Regulation 23(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Audit Committee shall review on a quarterly basis, details of Related Party Transaction | |
| Confirmation of Code of Conduct by Board of directors | Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Board of Directors and Senior Management Personnel shall affirm compliance with Code of Conduct on an annual basis | |
| Compliance Certificate by Compliance Officer | Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Compliance Certificate certifyingmaintaining physical & electronic transfer facility, signed by Co and authorised representative. | |
| Statement of Investor Complaints | Regulation 13 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | File with Recognized Stock Exchange on a quarterly basis a statement of investor complaints | |
| Compliance on Corporate Governance | Regulation 27 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Submit to Recognized Stock Exchange quarterly compliance report on Corporate Governance | |
| Shareholding Pattern | Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Submit to Recognized Stock Exchange within 21 days from end of quarter, statement showing holding of securities and shareholding pattern | |
| Independent Directors Meeting | As per Schedule IV(VII)(1) of Companies Act, 2013 and Chapter IV(25)(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Meeting if not held during the year, should be held before March 31. | |
| Performance Evaluation | Section 134(3)(p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and Chapter IV (17)(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Performance Evaluation of Independent Directors shall be done by the entire Board of Directors; and of the Board by the Independent Directors | |
| Listing fees and other charges | Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Company shall pay all such fees or charges on annual basis | |
| Board Independence | Companies Act 149(7) | Statement on declaration given by independent directors under Boards Report that he meets the criteria of independence. | |
| Board Training | Companies Act Schedule IV(III)(1) | The independent directors shall undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company. | |
| LODR Chapter IV, 25(7), | Listed entity shall familiarize the independent directors through various programmes about the listed entity. | ||
| Corporate Social Responsibility | Section 135, 135(2) | The Board's report under sub-section (3) of section 134 shall disclose thecomposition of the Corporate Social Responsibility Committee | |
| Section 135, 135(3)(A) | Formulate and recommend to the board, a corporate social responsibilityPolicy which shall indicate the activities to be undertaken by the company | ||
| Risk Management Policy | LODR Chapter IV 17 (9) | The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company | |
| Companies Act Section 134 (3) (n) | There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. | ||
| Secretarial Audit | Companies Act Section 204 | Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed. | |
| Companies Act Section 204 | Secretarial Audit Report in Form MR 3, shall be given by a Company Secretary in Practice forming an annexure to the Boards Report. | ||
| Whistle Blower Policy | Section 177 | The Company shall disclose and investigate concerns reported during the year |
India Inc. has about a week to catch up with compliances. In case the company has not taken adequate measures to comply and tick the box, the penalties vary for an unlisted company to a listed company under Companies Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015. Compliance for every company to report at least one meeting of the Internal Complaints Committee OR for a listed company to organize at least ONE training program for Independent Directors and to complete the Performance Evaluation of Directors which should be considered in the meeting of Independent Directors before March 31, 2016 require immediate attention of all professionals. India Inc. has to get ready to start reporting in the Boards’ Report from April 1, 2016, here is a last chance to complete compliance in Letter, spirit can still wait. This list of compliances is indicative and not exhaustive for professionals to get started and ensure compliance is on track.
| Sl. No. | Compliance | Section | Description |
| 1. | DIR 8 | Section 164(2) read with Rule 14(1) of Companies (Appointment and qualification of Directors) Rules, 2014 | Intimation by Director that he/ she has not incurred any disqualification u/s 164(1) |
| 2. | MBP 1 | Section 184(1) read with Rule 9(1) of Companies(Meetings of Board and its powers) Rules, 2014 | Disclosure of Interest to be given by Director |
| 3. | Internal Complaints Committee Meeting | Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 | Hold meeting and approve Report |
| 4. | Contribution towards CSR | Section 135(5) read with Rule 7 and 8 of Companies (CSR Policy) Rules, 2014 | To ensure that spending towards CSR is made as mandated in the Act or report that the company has not spent |
| 5. | Quarterly Board Meeting | SS1 and Section 173 of Companies Act, 2013 | Board Meeting for the last quarter |
| 6. | Quarterly Committee Meeting | Section 177 and 178 of Companies Act, 2013 read with SS1 | Committee meeting if not held during the year, should be held before March 31 |
| 7. | Deposit Redemption Reserve | Section 76 of Companies Act 2013 and Circular thereunder | To ear mark at least 15% of the amount of debentures maturing during the next following year ending March 31st, on or before April 30 each year. |
| 8. | Vigil Mechanism | Section 177 | The Audit committee of the Company shall investigate and report any material discrepancies being reported by the employees or otherwise during the year |
Compliances by Listed Company for the year ended March 31, 2016
Apart from the issues set out above there are additional compliances for a listed company. This list is also indicative and not exhaustive.
| Sl. No. | Compliance | Section | Description |
| 1. | Review of Related Party Transaction by Audit Committee | Section 177 and Regulation 23(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Audit Committee shall review on a quarterly basis, details of Related Party Transaction |
| 2. | Confirmation of Code of Conduct by Board of directors | Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Board of Directors and Senior Management Personnel shall affirm compliance with Code of Conduct on an annual basis |
| 3. | Compliance Certificate by Compliance Officer | Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Compliance Certificate certifyingmaintaining physical & electronic transfer facility, signed by Co and authorised representative. |
| 4. | Statement of Investor Complaints | Regulation 13 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | File with Recognized Stock Exchange on a quarterly basis a statement of investor complaints |
| 5. | Compliance on Corporate Governance | Regulation 27 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Submit to Recognized Stock Exchange quarterly compliance report on Corporate Governance |
| 6. | Shareholding Pattern | Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Submit to Recognized Stock Exchange within 21 days from end of quarter, statement showing holding of securities and shareholding pattern |
| 7. | Independent Directors Meeting | As per Schedule IV(VII)(1) of Companies Act, 2013 and Chapter IV(25)(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Meeting if not held during the year, should be held before March 31. |
| 8. | Performance Evaluation | Section 134(3)(p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and Chapter IV (17)(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Performance Evaluation of Independent Directors shall be done by the entire Board of Directors; and of the Board by the Independent Directors |
| 9. | Listing fees and other charges | Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Company shall pay all such fees or charges on annual basis |
| 10. | Board Independence | Companies Act 149(7) | Statement on declaration given by independent directors under Boards Report that he meets the criteria of independence. |
| 11. | Board Training | Companies Act Schedule IV(III)(1) | The independent directors shall undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company. |
| LODR Chapter IV, 25(7), | Listed entity shall familiarize the independent directors through various programmes about the listed entity. | ||
| 12. | Corporate Social Responsibility | Section 135, 135(2) | The Board's report under sub-section (3) of section 134 shall disclose thecomposition of the Corporate Social Responsibility Committee |
| Section 135, 135(3)(A) | Formulate and recommend to the board, a corporate social responsibilityPolicy which shall indicate the activities to be undertaken by the company | ||
| 13. | Risk Management Policy | LODR Chapter IV 17 (9) | The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company |
| Companies Act Section 134 (3) (n) | There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. | ||
| 14. | Secretarial Audit | Companies Act Section 204 | Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed. |
| Companies Act Section 204 | Secretarial Audit Report in Form MR 3, shall be given by a Company Secretary in Practice forming an annexure to the Boards Report. | ||
| 15. | Whistle Blower Policy | Section 177 | The Company shall disclose and investigate concerns reported during the year |
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