28 August 2014
PROVISIONS OF COMPANIES ACT, 2013 APPLICABLE TO THE LISTED COMPANIES
1. Section 92 - Annual Return The annual return of a listed company shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
2. Section 93 – Return to be filed with Registrar in case of Promoter’s Stake Change Every listed company shall file a return in the prescribed form with the ROC with respect to change in the number of shares held by promoters and top 10 shareholders of such company, within 15 days of such change.
3. Section 108 – Voting through Electronic Means Every Listed Company shall provide facility to its members to cast their vote in General Meeting by electronic means
4. Section 110 – Postal Ballot & General Meeting Requirement Certain Business can be transacted through Postal Ballots only.
5. Section 121 - Report on AGM (1) Every listed public company shall prepare in the prescribed manner a report on each AGM including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made thereunder.
(2) The company shall file with the Registrar a copy of the aforesaid report within 30 days of the conclusion of the AGM .
6. Section 134- Financial Statement, Board’s Report (3)Board Report shall include a statement —
(p) indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors
(5) The Directors’ Responsibility Statement shall state that—
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
7. Section 136 – Placing of Financial Statement Listed company shall place its financial statements including consolidated financial statements, if any, and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the company. 8. Section 138 – Appointment of Internal Auditor Every listed company shall appoint an internal auditor.
9. Section 139 – Appointment of Auditors Listed company shall appoint or re-appoint— (a) an individual as auditor for not more than one term of five consecutive years; And (b) an audit firm as auditor for not more than two terms of five consecutive years:
10. Section 149 – Composition of Board Every listed public company shall have at least 1/3rd of the total number of directors as independent directors & One Woman Director.
11. Section 177 – Constitution of Audit Committee & Vigil Mechanism The Audit Committee shall consist of a minimum of 3 directors with independent directors forming a majority.
Every listed company shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed
12. Section 178 – Constitution of Nomination & Remuneration Committee Constitution of Nomination and Remuneration Committee consisting of 3 or more non-executive directors out of which not less than ½ shall be independent directors
13. Section 197 – Remuneration disclosure in Board Report Disclosure in the Board Report, the ratio of the remuneration of each director to the median employee’s remuneration and such other details as may be prescribed.
14. Section 204 – Secretarial Audit Report Every listed company shall annex with its Board’s report, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed.