Wednesday, 28 September 2016

Company Secretary & Compliance Officer Anant Raj Limited - New Delhi, Delhi

Organising and conducting Board Meetings, Audit Committee, Remuneration Committee and other committee Meetings and Shareholders General Meetings of the Company Secretarial work & Statutory Compliances under Companies Act/MCA, Listing Regulations and SEBI Regulations Statutory Filings underCompanies Act/MCA, Listing Regulations and SEBI Regulations and maintenance of statutory records Drafting & Vetting of Agreements Stamp Duty on issue of securities Liaison with the ROC, Stock Exchange, NSDL/CDSL, SEBI and other authorities Handling of Statutory and Secretarial Audit work Corporate Secretarial Function Implementation and monitoring of Compliance Calendar for legal compliance applicable to the Company . Regular monitoring of the compliance and reporting the status to the Management /BOD. Updation of Regulatory changes in legal and statutory regulations and impact on the organization. Behavioural Skills / Attributes for the role : - Excellent communication & presentation skills both verbal and written Practical knowledge of Company Secretarial activities, Board and Committee meetings, AGMs, Secretarial Audit, and related aspects of the Company Secretarial Functions Good knowledge of Companies Act, Listing Regulations and other Corporate Laws. Review of annual reports, board/shareholder notices & resolutions, ESOP documents, etc. Strong professional network

NOTE: - The candidate must have experience of working in a LISTED ORGANIZATION.Pls mention current and expected CTC along with notice period

Job Type: Full-time

Salary: ₹600,000.00 /year

Job Location:

New Delhi, Delhi

Required education:

Bachelor's

Required experience:

Company Secretary: 5 years

APPLY THROUGH BELOW LINK:

http://www.indeed.co.in/m/viewjob?jk=21364e52d0567740

Vacancy at Dmicdc Neemrana Solar Power Company Limited

JOB DESCRIPTION
Job Description • Drafting of all types of commercial Agreements. • Negotiation with other party on commercial/ legal terms. • Compliances under Company Law. • Responsible for Secretarial, legal & compliance related matters of the Company. • Organising, preparing agendas for, and taking minutes of board meetings and general meetings. • Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders. • Compliance with FEMA. • Maintaining books, registers, records etc. as per the applicable laws and filing of returns etc. with MCA, RBI, DPE, including the security of: o Company seal o Certificate of Incorporation o Certificate(s) on change of name.
Preferable Age: 25-35 years. The person must be in sound mind and health.
Qualification: Should be a graduate from a recognised University and an Associate/ Fellow Membership of Institute of Company Secretaries of India. LLB/CA/ICWA/MBA (Finance) shall be an added advantage.
Experience: Minimum 2 year of post-qualification experience and handling with Secretarial and legal responsibilities and dealing with various authorities, tribunals and forums
Send your application to The Delhi Mumbai Industrial Corridor Development Corporation Limited Room No. 341-B, 3rd Floor, Hotel Ashok Diplomatic Enclave, 50 B Chanakyapuri, New Delhi-110021
Last Date of Receipt of Applications – 06th October, 2016 at 6:00 PM.
For more details : http://www.dmicdc.com/Uploads/image/31imguf_JobDescriptionforCS-DNSPCL.pdf
Last Apply Date: 2016-10-06
Industry: Oil and Gas / Energy / Power / Infrastructure

Thursday, 22 September 2016

PROCESS OF ESOP ALLOTMENT IN LISTED COMPANIES

PROCESS OF ESOP ALLOTMENT IN LISTED COMPANIES

Section 62 (1) (b) of Companies Act, 2013 states that where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered to employees under a scheme of employees’ stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed in Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014.

Whereas, Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014 states that a company, other than a listed company, which is not required to comply with Securities and Exchange Board of India Employee Stock Option Scheme Guidelines shall not offer shares to its employees under a scheme of employees’ stock option (hereinafter referred to as “Employees Stock Option Scheme”), unless it complies with the given requirements thereof.

So, it is clear from the above provisions that Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014 is not applicable to Listed Companies. Instead, Listed Companies have to follow SEBI (Share Based Employee Benefits) Regulations, 2014 for offering ESOP’s to employees under a scheme of Employees’ Stock Option (ESOS). 

And, as per SEBI (Share Based Employee Benefits) Regulations, 2014, a scheme of Employees’ Stock Option (ESOS) may be implemented either directly or by setting up an irrevocable trust(s). Now, hereunder we will discuss the summarized process of ESOP allotment in listed companies directly i.e. other than by way of creating irrevocable trust [read in conjunction with Companies Act, 2013 with Rule 12 of The Companies (Share Capital and Debentures) Rules, 2014 with SEBI (Share Based Employee Benefits) Regulations, 2014 with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2014]

1. An advance notice of the Board meeting at least two working days before to the Stock Exchanges where securities of the Company are listed.

2. Hold Board Meeting for
a.      Approving the ESOS
b.      Calling and approving the Notice of AGM/EGM for passing Special Resolution

3. Outcome of the Board Meeting is also to be notified within 30 minutes of the conclusion of the Board meeting.

Where at any time, a Company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered to employees under a scheme of Employees’ Stock Option (ESOS) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, subject to approval of shareholders by passing a Special Resolution in the General Meeting.

A separate resolution shall also be passed in case of grant of options to
• employees of subsidiary, holding or associate company or
• identified employees, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of options

4. Make disclosures to the grantees.

5. An advance notice of the General meeting at least two working days before to the Stock Exchanges where securities of the Company are listed.
    
6. Hold General Meeting and pass required Special Resolution.

7. Outcome of the General Meeting is also to be notified within 30 minutes of the conclusion of the meeting to the STX’s.

8. File e-form MGT-14 within 30 days of passing the special resolution with ROC.

9. For listing of shares issued pursuant to ESOS, the company shall obtain the in-principle approval of the stock exchanges before issuing shares as per Regulation 28 of LODR where it proposes to list the said shares.

10. The company shall appoint a registered merchant banker for the implementation of schemes covered by these regulations till the stage of obtaining in-principle approval from the stock exchanges.

11. Grant of options by Nomination & Remuneration Committee.

Further, Company shall constitute a Nomination & Remuneration Committee for
• granting of options to the employees of the Company.
• administration and superintendence of the scheme which shall formulate the detailed terms and conditions of the schemes including the provisions as specified by SEBI in this regard. The ESOS shall contain the details of the manner in which the scheme will be implemented and operated and no ESOS shall be offered unless the disclosures, as specified by SEBI in this regard, are made by the company to the prospective option grantees.
• framing suitable policies and procedures to ensure that there is no violation of securities laws, as amended from time to time, including Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003 by the company and its employees.

The company granting option to its employees pursuant to ESOS will have the freedom to determine the exercise price subject to conforming to the accounting policies specified in regulation 15 provided there shall be a minimum vesting period of one year in case of ESOS
The company may also specify the lock-in period for the shares issued pursuant to exercise of option.

12. Intimate STX’s regarding the grant made to the employees within 30 minutes of conclusion of meeting.

13. If the grant is made to NRI employees, then file Form-ESOP within 30 days of Grant with RBI as per FDI policy, 2016.

14. Prepare a list of options to be exercised by the employees.

15. In case of NRI employees check the mode of payment whether through NRO account/ NRE account or remittance through overseas bank.

16. In case of NRI employees, if the payment is from NRE a/c or through overseas bank, file the intimation of receipt of funds in Form ARF along with KYC and Credit Advice /FIRC on e-biz portal within 30 days of receipt to RBI through AD.

17. Hold Board meeting/ESOP Allotment committee meeting for allotment of shares.

18. Intimate STX’s as soon as reasonably possible and not later than 24 hours.

19. When allotment is made to NRI employees against funds received from NRE a/c or through overseas bank, then as per FDI policy, 2016 file Form-FCGPR within 30 days of allotment with RBI.

20. File a return of allotment in form PAS 3 with the ROC within 30 days from the date of allotment.

21. For De-mat a/c verification send the list of allotees to RTA. In case of NRI, the De-mat account should also have non-resident status and if the money is received from NRO account, the status of de-mat account should be Non Resident & non-repatriable (category 4 and sub category 2) and if the payment is received is received from NRE account/ EFT then the status of de-mat account should be Non- Resident & repatriable (category 4 and sub category 1)

22. Preparation of Corporate Action Form for NSDL & CDSL

23. Payment of fees for Corporate Action through Demand Draft of Rs.1150/- in favor of NSDL/CDSL as the case may be.

24. Send the scanned documents to NSDL/CDSL/RTA for corporate action.

25. Submit Form C of Insider Trading with STX’s within 2+2 days of execution/approval by NSDL/CDSL, in case the allotment along with the previous allotment in the same quarter exceeds Rs.10 lakhs

26. Preparation of Listing Application for STX’s along with the necessary annexures.

27. Payment of Stamp Duty.

• At the time of issue of shares, Stamp duty shall be paid to the Government within 30 days from the date of issue.
• The Department of Revenue, Delhi has launched “On-line Stamp duty Payment on Issuance of Shares”. This facility is to be utilized by Companies towards Payment of Stamp Duty on issuance of New Shares.
• For this, Company will create a log in on http://www.shcilestamp.com/estamp_share_issuance.html
• After creating a log in, populate the relevant details of the New Shares issued against which stamp duty payment is to be made.
• Submit all the documents online on the portal. Certified that all the aforesaid mentioned documents attached are copy of original and true copy of records of Company and should be digitally signed by Company Director/Company secretary/Chartered accountant.
• After that, Department will generate a challan against all the documents submitted online.
• After the generation of Challan, Company has to make payment within 5 – 6 working days (recommended).
• After making the payment against challan, Company has to deposit a copy of challan with the revenue department.
• After verification of challan, Department issues a certificate certifying the payment of Stamp duty.


Written by:
Name: DHRUV KHANDELWAL
Contact No: 9999932450

EXPLANATION ON SECTION 47(2) OF COMPANIES ACT 2013 RELATING TO VOTING RIGHTS OF PREFERENCE SHAREHOLDERS IN A COMPANY As per Section 47(2)

EXPLANATION ON SECTION 47(2) OF COMPANIES ACT 2013 RELATING TO VOTING RIGHTS OF PREFERENCE SHAREHOLDERS IN A COMPANY
As per Section 47(2),

Equity shareholders shall have a right to vote on every resolution while preference shareholders shall have a right to vote only on those resolutions which directly affect the rights attached to their preference shares and, any resolution for the
• winding up of the company or
• for the repayment or reduction of its equity or preference share capital and
their voting right shall be in proportion to their shares in the paid-up preference share capital of the company:

First proviso to Section 47(2) states that the proportion of the voting rights of equity shareholders to the voting rights of the preference shareholders shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the preference shares.

Let us illustrate this by giving an example:
Suppose, a Company has a paid up capital of Rs. 150 comprising of Rs. 100 as paid up equity share capital (100 shares of Re. 1/- each) and Rs. 50 as paid up preference share capital (50 shares of Re. 1/- each). So, in this case the ratio of paid up equity share capital to the ratio of preference paid up share capital becomes 2:1.

Now, suppose if the Company comes up with the resolution for winding up. In that case, both equity and preference shareholders have a right to vote on the resolution.
For instance, out of 100 equity shareholders, 90% vote against the resolution and the remaining 10% vote in favour. And, out of the 50 preference shareholders, 100% vote in favour of the resolution.

Now, counting of the votes will be done in the manner as mentioned below:

Out of 100 equity shareholders (which are 2/3 of the total shareholders)
90% (Voted against the resolution)
The effective percentage of equity shareholders against the resolution will be calculated as 2/3 × 90/100= 60%
10% (Voted in favour of the resolution)
The effective percentage of equity shareholders in favour of winding up will be calculated as 2/3 × 10/100= 6.67%

Out of 50 preference shareholders (which are 1/3 of the total shareholders)
100% (Voted in favour of the resolution)
The effective percentage of preference shareholders in favour of winding up will be calculated as 1/3 ×50/50= 33.33%

Now, out of total 150 shareholders (as calculated above)
60% of the total shareholders are against winding up of the Company.
(6.67% + 33.33%) = 40% of the total shareholders are in favour of winding up of the Company.


Second proviso to Section 47(2) states that that where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, then such class of preference shareholders shall have a right to vote on all the resolutions placed before the company just like the equity shareholders.


Wednesday, 21 September 2016

Vacancy for fresher

Resource Management Associate

Experience-0 to4 years
Location-Delhi
functional area: Company Secretary  | Corporate Legal Department

Description

Company secretaries guide company directors about the day-to-day management of their organisations, including compliance with legal and statutory requirements. Employers of company secretaries include local and national government, charities, accountancies, banks/financial institutions, housing associations, law firms etc. Typical responsibilities of the job include:

· convening and servicing annual general meetings (AGM)/meetings (producing agendas, taking minutes; conveying decisions etc)

· providing support to committees and working parties such as the Board of Directors etc

· implementing procedural/administrative systems

· handling correspondence before and after meetings

· ensuring policies are kept current, are approved, and that company members are aware of their implications, eg legal

· writing reports

· collating information

· providing legal/financial advice during and outside of meetings.

 

Depending on where you work, other tasks can include:

· managing office space/premises

· administering pension schemes and share issues

· dealing with company/staff insurance policies

· managing contractual arrangements with suppliers/customers

· financial and HR administration

· maintaining current awareness about company law

keeping a register of shareholders and liaising with them on behalf of the company.

Employer DetailsCompany Name: Resource
Management Associate
Contact Details:team@rmagroup.in011-41068384

Tuesday, 20 September 2016

Vacancy for company secretary at Ford motor company

Senior Associate Legal

Ford Motor Co

A leading company

Support Litigation Manager including supervising cases and working with external counsel Support Company Secretary in complying with Companies Act 2013 Support local business and global teams in drafting reviewing and negotiating agreements that comply with local law standard Ford terms and conditions internal contract processes and other Ford global policies Understand apply and advise on Ford India and Ford Global Policies and Procedures Help implement programs and provide training in statutory compliance and regulatory matters Advise on legal issues and risks associated with business operations especially in the area of Marketing Sales Service 

Skills 
Good communication skillsShould be 

Location: Gurgaon
You can apply from the below website:

http://www.resumeon.com/jobs/job-autoauto-ancillary-senior-associate-legal-delhi-1615673?utm_source=Indeed&utm_medium=organic&utm_campaign=Indeed

Saturday, 17 September 2016

Section 56 (viib) of Income Tax Act,1961

Section 56 (viib) of Income Tax Act,1961 deals with taxability of capital raised by a company in which public are not substantially interested. As per the said section when such a company issues shares to residents for a value which is more than its fair value than so much of the consideration as exceeds fair market value of the shares being issued will be taxable in hands of the company under income from other sources.

As per explanation (a) to the aforesaid section the fair market value of such shares shall be higher of

i) Value as determined by the prescribed method

ii) Value as substantiated by the company to the satisfaction of the AO, based on the value on the date of issue of its assets, including intangible assets being goodwill, knowhow, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature.

Rule 11UA(2), of Income Tax Rules 1962, contains the prescribed method and permits the assessee to opt for either

a) Book value method subject to the prescribed adjustments or

b) Fair value determined by a Chartered Accountant or a Merchant Banker using discounted free cash flow method.

It is pertinent to note that method b pertaining to discounted free cash flow method was brought into rule w.e.f 22.11.2012. Therefore fair market values has to be determined for shares pertaining to which consideration received before 22.11.2012 and those shares on or after 22.11.2012

For consideration received prior to 22.11.2012 fair market value shall be the higher of

a)Book value on the date of consideration or if balance sheet not drawn upto that date than book value as per last audited balance sheet.

b) Value on the date of share allotment.

For consideration received on or after 22.11.2012 fair market value shall be the higher of

a)Book value on the date of consideration or if balance sheet not drawn upto that date than book value as per last audited balance sheet.

b) Value on the date of share allotment.

c) Fair value determined by a Chartered Accountant or a Merchant Banker using discounted free cash flow method.

The relevant date for taxability is date of issue of shares and the relevant date for determination of fair market value of shares is both date of receipt and date of share allotment.

One should also consider the fact that if there is loss from business in the same year than can be setoff against the income as above.

Also the intention of the statute behind this section is to curb black money being converted to white without paying tax but it does not want to discourage genuine business deals that is why it has permitted assessee to issue shares at demonstrable fair value of assets on the day of the share allotment.





Vacancy in Delhi in an MNC for CS with atleast 3 years of experience. if any one is interested than please drop your cv at csrecruitment10@gmail.com

Vacancy in Delhi in an MNC for CS with atleast 3 years of experience. if any one is interested than please drop your cv at csrecruitment10@gmail.com
Forwarded as received.

Friday, 16 September 2016

CS Trainee required at Bajaj Capital

There is urgent requirement of CS Trainee in Bajaj Capital limited , Interested candidate may send their resume at reenakumari@bajajcapital.com or
walk in for interview on 17 and19 september.

Vacancy for CS Trainee

Require 1 CS Trainee for TVS Infrastructure Group of Companies
Please mail your CVs at manav.knovate@gmail.com

Submission of Full Results in Ind AS Format is Live



This is with respect to the submission of Full Results for the Companies adopting Indian Accounting Standards (Ind AS) from the quarter ended June 30, 2016.

The system for submission of Full Results in Ind AS Format is Live and you can now submit the same on NEAPS.

Follow the path for Full Result submission as: NEAPS>Compliance>Results>Full Results>Non-Banking Ind AS
The system will show the details to be filled in, for example, if you select Standalone and Consolidated Results, a message shall pop up:

You are required to submit 6 result details:
- Detail 1 for 30-Jun-2016 Standalone, First quarter
(MANDATORY)
- Detail 2 for 31-Mar-2016 Standalone, Fourth quarter
(ONLY IF APPLICABLE)
- Detail 3 for 30-Jun-2015 Standalone, First quarter
(MANDATORY)
- Detail 4 for 30-Jun-2016 Consolidated, First quarter
(MANDATORY)
- Detail 5 for 31-Mar-2016 Consolidated, Fourth quarter (ONLY IF APPLICABLE)
- Detail 6 for 30-Jun-2015 Consolidated, First quarter
(MANDATORY)
You are required to mandatorily submit the data for the period ended June 2016 and June 2015. Only the Companies that have submitted the details for the period ended March 2016 in their .pdf copy of Financial Results, are hereby required to submit Full Results for all the columns.

Kindly note the last date to submit Full Results is September 25, 2016.

For any further assistance, kindly contact the below:
Paresh Moharana: 2659 8458/2659 8235
Abhishek Gangadharan: 2659 8458/2659 8235

Ekta Shah: 2659 8458/2659 8235

Vacany in East Delhi

K.R.Pulp and Papers Ltd

JOB DESCRIPTION

Company Profile: - K R Pulp & Papers Limited is among Indias leading manufacturers of eco-friendly paper. Incorporated in 1995, the company has attained multi-fold growth in every aspect to become one among the top paper manufacturing companies in India. The company has two fully integrated pulp and paper manufacturing facilities situated in Shahjahanpur district in the state of Uttar Pradesh in India.

Position: - Company Secretary
Location: East Delhi
Job Profile:-
5+ years of working experience in company Secretary and finance profile.
Good knowledge of Finance, Account & Company secretary will be preferred.
Liasioning with Bankers for routine banking functions.
Maintaining Fixed Asset & Fixed Asset Accounting.
Drafting of Resolutions and Minutes of the Meetings of Board of Directors, Audit Committee, Executive Committee and Share Transfer Committee Meetings. 
Preparation of Agenda and Notice.
Maintaining Statutory Registers including the Attendance Register.
Assisted in making Annual Report.

Regards,
Manager HR
KR Pulp & Papers Ltd.

COMPANY PROFILE:

K.R.Pulp and Papers Ltd K R Pulp & Papers Limited is among Indias leading manufacturers of eco-friendly paper. Incorporated in 1995, the company has attained multi-fold growth in every aspect to become one among the top paper manufacturing companies in India. The company has two fully integrated pulp and paper manufacturing facilities situated in Shahjahanpur district in the state of Uttar Pradesh in India.

Wednesday, 14 September 2016

Vacancy for Company Secretary

Vacancy at GSS Partners.

Experience-3 to 6
Location-Delhi
Functional area-Company Secretary
Industry-Recruitment services

Description

Opening for Company Secretary independently convened Board Meetings, CSR Committee Meeting, Audit Committee Meetings, Risk managementCommittee and FASC Meetings.Independently drafted Notices, Agendas, Annual Report.
Employer DetailsCompany
Name: GSS Partners.
Description:GSS Partners.
Contact Details-gsspartners@gmail.com

 

Monday, 12 September 2016

Vacanct at Laxmi nagar

Urgently required Two CS trainees at K.K. Mishra & Associates, Company Secretaries, in East Delhi, Near Laxmi Nagar Metro.

Candidates who have cleared all modules of Professional exam will be preferred.
Interested candidates can mail their resume at:
kkmishra.associates@gmail.com and may contact on : 011-42603091, 9899208090

Requirment of a trainee

Urgently required cs managment trainee (preferably male) for a reputed firm located in Hasanpur, Patparganj. Stipend will be as per ICSI norms.

Interested candidates can mail their cv at nisha@legumamicuss.com

Vacancy in PCS firm at Tagore garden

Vacancy for CS trainee at a PCS firm based out at Tagore Garden, Delhi. Candidates having good command over English Language and communication skills shall be preferred. Interested candidate may send their CV at lizasahniandcompany@gmail.com

Sunday, 11 September 2016

LODR Checklist for Secretarial Audit


Matter for consideration
Regulation Reference
Compliance
Yes/No/NA
Comments
Workpaper Reference








CHAPTER III - COMMON OBLIGATIONS OF LISTED ENTITIES





1
Whether the has appointed a qualified Company Secretary as the Compliance Officer.
6(1)




2
(a) Whether the company manages the share transfer facility in-house.
7(1)





(b) If the answer to above is "No", whether the has appointed a Share Transfer Agent..
7(1)





(c) In case the total number of holders of securities of the listed entity has exceeded one lakh, whether it has registered with the Board as a Category II share transfer agent or has appointed Registrar to an issue and share transfer agent registered with the Board.
7(1) proviso




3
Whether the company has submitted a compliance certificate to the exchange, within one month of end of each half of the financial year, certifying compliance with the requirements of regulation 7(2)
7(3)




4
Whether the entity has a policy for preservation of documents classifying those in two categories - (i) preservation of documents in permanent nature and (ii) thse to be preserved for a period of 8 years from the date of the relevant transaction.
9




5
Whether the entity has put in place infrastructure as required for compliance with the requirements of e-filing of documents with the stock exchange(s).
10(2)




6
Whether the entity is registered on the SCORES platform or such other electronic platform or system of SEBI, in order to handle investor complaints electronically.
13(2)




7
(a) Weather the entity has filed with the stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter.
13(3)





(b) Weather the entity has placed the above referred statement before the board of directors of the entity on quarterly basis.
13(4)











CHAPTER IV - OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES





‘Specified Securities’ means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;





8
Whether the entity has complied with requirements of Corporate Governance.
[Note: Engagement team should refer the separate compliance check list in respect of Corporate Governance]
17 to 27




9
Whether the entity obtained in-principle approval for issue of shares from all the exchanges where it is listed or proposed to be listed
28(1)




10
Whether the entity has given prior intimation to the stock exchange of board meeting to be held for considerations of the following proposals :
29





atleast 5 days advance (excluding the date of intimation and date of meeting) for the following :
    (a) financial results






atleast 2 days advance for the following :
    (b) proposal for buyback of securities;
    (c) proposal for voluntary delisting by the listed entity from the stock
exchange(s);
    (d) fund raising by way of further public offer, rights issue, ADR/ GDR/ FCCBs, QIPs, debt issue, preferential issue or any other method and for determination of issue price, including intimation for AGM/ EGM or postal ballot proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance.
    (e) declaration/recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a
right to subscribe to equity shares or the passing over of dividend.
    (f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers, if the declaration of bonus by the listed entity is on the agenda of the meeting of board of directors.






atleast 11 working days advance for the following :
    (a) any alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof.
    (b) any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.





11
(a) Whether the entity has framed a policy for determination of materiality, based on criteria specified in sub-regulation (4).
30





(b) Whether the policy as stated above approved by its board of directors and whether it is disclosed on the entity's website.






(c) Whether the entity has made disclosures of events and information as listed in schedule III to the Regulations
(Refer tab "Appendix A" for the list of events and information to be disclosed in accordance with Schedule III to the Regulations)
Sch. III Part A


Refer tab "Appendix A"

12
Whether the entity has submitted statement showing holding of securities and shareholding pattern separately for each class of securities within the following timelines :
(a) one day prior to listing of its securities on the stock exchange(s);
(b) on a quarterly basis, within twenty one days from the end of each quarter;
(c) within ten days of any capital restructuring of the listed entity resulting in case of a change exceeding two per cent of the total paid-up share capital
31(1)




13
Whether the shareholding of promoter(s) and promoter group is in dematerialized form and whether the same is maintained on a continuous basis
31(2)




14
Whether the shareholding of promoter(s) and promoter group is disclosed separately in the shareholding pattern appearing on the website
31A(1)




15
(a) In case of preferential issue/public issue /rights issue of shares, whether the entity has furnished quarterly statement to stock exchange indicating material deviations and category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds and/or projected profitability statement made by it in offer document/ explanatory statement.
32





(b) Whether the above statement has been placed before the audit committee






(c) Whether the explanations to variations explained in the directors' report






(d) Whether a certificate from the statutory auditors obtained in respect of an annual statement of funds utlised for purposes other than  those stated in offer document, and whether the same has been placed before the audit committee












FINANCIAL RESULTS






16
Preparation






(a) Whether the results include  the quarterly, year to date (YTD) and annual financial results and Whether these are prepared on accrual basis in accordance with uniform accounting practices for all periods.
33(1)(a)





(b) Whether the quarterly and YTD results are prepared in accordance with the recognition and measurement principles laid down in AS 25 or Ind AS 31 - Interim Financial Reporting
33(1)(b)





(c) Whether the standalone and consolidated results are prepared as per Indian GAAP
33(1)(c)





(d) Whether Review report given by the auditor of the entity is filed along with unaudited results.
33(1)(d)





(e) Whether the following disclosures made by the entity in its financial results :
33(1)(e) and part A to Sch.IV





(i) Changes in accounting policies in accordance with AS 5 or Ind AS 8






(ii) If the auditor has expressed any modification or other reservation in respect of audited financial results, whether the entity has disclosed such modification or other reservation and impact of the same on the profit or loss, net worth, total assets, turnover/total income, earning per share or any other financial item(s) impacted, while publishing or submitting such results.






(iii) If the previous year/ quarter limited review report or audit report included any modification or other reservation which has an impact on the current reporting period, whether the entity has included a note stating :
    (a) how the modification/ reservation has been resolved
    (b) if it is not resolved, the reason thereof and the steps which the entity intends to take in this matter.






(iv) Where the entity has changed its name suggesting any new line of business, whether it has disclosed the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results.
[Note: The disclosure is required to be continued  for the three years succeeding the date of change in name.]






(v) If the entity had not commenced commercial production or commercial operations during the reportable period, check whether the entity has disclosed the following :
    (a) details of amount raised (i.e. proceeds of any issue of shares or debentures made by the entity),
    (b) the portions thereof which is utilized and that remaining unutilized,
    (c) the details of investment made pending utilisation,
    (d) brief description of the project which is pending completion,
    (e) status of the project, and
    (f) expected date of commencement of commercial production or commercial operations.






(vi) Whether the details mentioned above are approved by the Board of Directors, based on certification by the Chief Executive Officer and Chief Financial Officer.






(vii) Whether Income and expenditure arising out of transactions of exceptional nature are disclosed separately.






(viii) Whether Extra ordinary items, if any, disclosed in accordance with AS 5






(ix) If the revenues of the entity are subject to material seasonal variations, whether there is appropriate disclosure of the seasonal nature of entity's activities. (The entity may also supplement their unaudited financial results into information for 12 month periods ended at the interim date (last day of the quarter) for the current and preceding years on a rolling basis.)






(x) Whether the entity disclosed any event or transaction which occurred during or before the quarter that is material to an understanding of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock outs, change in management and change in capital structure. (Similar material events or transactions that take place subsequent to the end of the quarter shall also be disclosed.)
[Similar requirement specified by Regulation 30 - Checklist given as an annexure to this checklist]






(xi) Whether the entity has given following information in respect of dividend paid or recommended for the year including interim dividends declared :
    (a) Amount of Dividend distributed or proposed distinguishing between different classes of shares and Dividend per share also indicating nominal value per share.
    (b) Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of allotment, number of shares allotted pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed on pro-rata basis.






(xii) Whether the entity has disclosed to stock exchange, the effect of changes in composition of the entity during the quarter, for instance  business combinations, acquisitions or disposal of subsidiaries and long term investments, restructuring and discontinuing operations.






(xiii) Whether segment reporting is done in accordance with AS 17 or Ind AS 108 (whichever is applicable)






(f) Whether the entity has complied with all the applicable and notified accounting standards from time to time.
48




17
Approval and authentication






(a) Whether the CEO or CFO certified that the financial results do not contain any false or misleading statement or figures and no material facts are omitted. Further, verify that financial results were approved by the Board of Directors of the entity.
33(2)(a)





(b) Whether the financial results submitted to the stock exchange signed by the Chairperson or Managing Director or a Whole Time Director or in their absence by any director authorised by the Board of Directors
33(2)(b)





(c) Whether limited review report placed before the Board of Directors meeting approving the financial results
33(2)(c)




18
Submission to stock exchange






(a) Whether the quarterly and YTD results are submitted within 45 days from the end of the quarter.
33(3)





(b) In case of audited annual financial results, whether they are submitted within 60 days from the end of the financial year.
33(3)





(c) Whether last quarter results in the audited annual results are disclosed as balancing figures between audited figures in respect of full financial year and the published year to date figures upto the third quarter of the current financial year.
33(3)





(d) Whether a statement of assets and liabilities submitted by way of a note as part of the standalone or consolidated results on a half-yearly basis.
33(3)





(e) Whether the unaudited/ audited results submitted were accompanied by a limited review report/ audit report respectively
33(3)





(f) If the entity has subsidiaries :






   (i) has it opted in the first quarter of the financial year to submit consolidated quarterly and YTD results in addition to the standalone results
33(3)(b)





    (ii) where opted whether the entity has also submitted quarterly and year to date consolidated financial results within forty five days from the end of the quarter.
33(3)(b)





    (iii) whether comparable figures of the previous year also given along with current year figures, irrespective of whether the option was opted in the previous year or not
33(3)(b)





Note : The formats for submission of financial results and the limited review/ audit reports are not yet notified under the Regulations.





19
Form A/B Filing






(a) Whether Form A is duly filled up and signed by the engagement team in respect of unqualified report or a report containing an Emphasis of matter paragraph






(b) Whether National Technical team was consulted for inclusion of an Emphasis of matter paragraph in the audit report as per consultation policy






(c) Whether Form B is duly filled up and signed by the auditor in case of qualified audit reports or where the audit report includes both emphasis of matter paragraph and qualification.






(d) Whether National technical team was consulted for modifications in the audit report as per consultation policy.






(e) Whether impact of repetitive Emphasis of Matter/Qualifications in audit report assessed before issuing audit report
[Note: As the requirements have not changed vis-a-vis those of the erstwhile Equity Listing Agreement, the engagement team may keep referring to Assurance Alert (AA) 38: Clause 31(a) of Equity Listing Agreement for guidance]






(f) Whether Management comments on modifications as included in Form B is consistent with comment included in the Board Report pursuant to the requirement of section 217(3) of the Companies Act, 1956 and the note included in the financial statement





20
Whether announcement of unaudited results made to the stock exchange within 30 minutes of the closure of the Board Meeting in which the unaudited financial results are approved.
30(6) second proviso











ANNUAL REPORT






21
(a) Whether the entity has submitted Annual Report within 21 working days working days of it being approved and adopted in the AGM.
34





(b) Whether the following disclosures made in the Annual Report
34





(i) Audited Financial Statements






(ii) Audited Consolidated Financial Statements






(iii) Cash Flow Statemnet in accordance with AS 3 or Ind AS 7 Cash Flow Statement






(iv) Directors report






(v) Management discussion and analysis report






(vi) Business responsibility report






(vii) Related Party Disclosures






(viii) Any other disclosures as required by Companies Act, 2013






(ix) Business Responsibility Report including the initiatives taken by the entity for environmental, social and government perspective in the format prescribed by SEBI vide Circular No. CIR/CFD/CMD/10/2015 dated November 04, 2015.
[This requirement is applicable only for for the top hundred listed entities based on market capitalization (calculated as on March 31 of every financial year)]





OTHER REQUIREMENTS






22
(a) Whether the entity has adequate system of disseminating information to the shareholders for instance:
- sending soft copies of full report to email address of shareholders registered with the entity
- hard copies of abridged financial statements in other cases.
- hard copy of annual report to shareholders on request and those who has not furnished their email ids
36





(b) In case of appointment of a new director, whether information about the director proposed to be appointed like his resume, experience etc. are given to the shareholders





23
Whether the entity has submitted draft scheme of arrangement proposed to be filed before any Court or Tribunal in accordance with the applicable provisions of Companies Act, and whether it has obtained Observation Letter or No-objection letter from the stock exchange.





24
(a) Whether the entity closed its transfer books for the purposes agreed by the stock exchange including declaration of dividend/ issue of rights/bonus shares.
42





(b) Whether the entity has given at least 7 working days (excluding date of intimation and record date) notice in advance of the date of board meeting at which declaration of dividend/issue of convertible debentures/ rights issue/buyback of securities is due to be considered. 






(c) Whether such recommendation of dividend or issue of rights shares is done at least five days before commencement of the closure of its transfer books or the record date fixed for this purpose.





25
Whether the entity has submitted details regarding the voting results within forty eight hours of conclusion of its General Meeting
[The format for submission of the votig results has been prescribed by SEBI vide Circular No. CIR/CFD/CMD/8/2015 dated November 4, 2015]
44




26
Whether the entity has maintained a functional website containing basic information about the entity
46(1)




27
Whether the entity has disseminated the following information on its website :
46(2)





(a) details of its business;






(b) terms and conditions of appointment of independent directors;






(c) composition of various committees of board of directors;






(d) code of conduct of board of directors and senior management personnel;






(e) details of establishment of vigil mechanism/ Whistle Blower policy






(f) criteria of making payments to non-executive directors , if the same has not been disclosed in annual report;






(g) policy on dealing with related party transactions;






(h) policy for determining ‘material’ subsidiaries;






(i) details of familiarization programmes imparted to independent directors including the following details :-
        (i) number of programmes attended by independent directors (during the year and on a cumulative basis till date),
       (ii) number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and
       (iii) other relevant details






(j) the email address for grievance redressal and other relevant details;






(k) contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances;






(l) financial information including:
         (i) notice of meeting of the board of directors where financial results shall be discussed;
        (ii) financial results, on conclusion of the meeting of the board of directors where the financial results were approved;
        (iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc;






(m) shareholding pattern;






(n) details of agreements entered into with the media companies and/or their associates, etc;






(o) schedule of analyst or institutional investor meet and presentations made





28
Whether the entity has published the following information in newspapers :
47





(a) financial results with modified opinion or reservation expressed by the auditors, within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.






(b) if the entity has submitted quarterly consolidated financial results, the following information on a standalone basis as a footnote :
   (i) Turnover
   (ii) Profit before tax
   (iii)  Profit after tax
   (iv) reference to the places, such as the website of entity and stock exchange(s), where the standalone results of the entity are available.






(c) statements of deviation(s) or variation(s)






(d) notices given to shareholders by advertisement






(e) a reference to link of the website of listed entity and stock exchange(s), where further details are available.






(f) Whether the above information is published in at least one English national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated.












ADDITIONAL MATTERS FOR CONSIDERATION





29
Whether the engagement team complied with the requirements of paragraph 61/62 of SRE 2410.         
[Refer ICAI-AASB announcement dated October 18,2011 wherein the Council of the Institute of Chartered Accountants of India, at its 308 the  meeting, took a view that in order to comply with requirements of paragraphs 61 and 62 of SRE 2410, ensuring filing of report with respective stock exchanges would be construed as sufficient compliance]





30
Whether the engaged firm carrying out the statutory audit of listed entity holds a valid peer review certificate