Checklist for Corporate Governance Audit

	Composition of Board
	1	Check whether the Board of Directors of the company comprises of not less than 50% non-executive directors.		17(1)(a)
	2	Check whether the Board of Directors of the company comprises of at least 1 woman director		17(1)(a)
	3	Is the chairperson of the Board a regular non-executive director ?		17(1)(b)
	(a)	If the answer to the above is yes, check whether at least 1/3rd of the Board comprises of independent directors [Note: If the regular non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least 1/2 the Board should comprise of independent directors “related to any promoter” referred to in sub-clause (2): i. If the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it; ii. If the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it.”
	(b)	If the answer to 3 above is no, check whether at least 1/2 of the Board comprises of independent directors
	Independent Directors
	4	Ensure that the 'independent directors' meet the following definition:
		The expression ‘independent director’ shall mean a non-executive director, other than a nominee director of the company:		16(1)(b)
		(i) who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;
		(ii) who is or was not a promoter of the company or its holding, subsidiary or associate company;
		(iii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;
		(iv) who, apart from receiving director's remuneration, has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year
		(v) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year
		(vi) who, neither himself nor any of his relatives —
		(A) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
		(B) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —       (a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or       (b) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;
		(C) holds together with his relatives two per cent or more of the total voting power of the company; or
		(D) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company;
		(E) is a material supplier, service provider or customer or a lessor or lessee of the company;
		(vii) who is not less than 21 years of age
		Note - Relevant definitions from Regulation 2 : i."Associate" shall mean any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards. ii. “Key Managerial Personnel" means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013. iii. “Relative” means relative as defined under sub-section (77) of section 2 of the Companies Act, 2013 and rules prescribed there under.
	5	Ensure that the independent director does not serve as an independent director in more than 7 listed companies Note : Ensure that any person who is serving as a whole time director in any listed company does not serve as an independent director in more than 3 listed companies		25(1)
	7	Check whether the tenure of appointment / reappointment of the independent director is in accordance with the Companies Act, 2013 and the clarifications and circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time		25(2)
	8	Check whether a formal letter of appointment has been issued to the independent director in the manner provided under Companies Act, 2013
	9	Check whether the terms and conditions of appointment are disclosed on the website of the company
	10	Check whether the Nomination Committee has laid down the evaluation criteria for performance evaluation and the evaluation criteria has been disclosed in the Annual Report
	11	Check from the minutes of the Board of Director as to whether the performance evaluation of each independent director was done by the entire Board of Directors (excluding the director being evaluated)		17(10)
	13	Check whether independent directors held atleast one separate meeting of the independent directors during the year, without the presence of non-independent directors and members of the management and whether all the independent directors were present at such meeting.		25(3)
	14	Check whether the agenda of the separate meeting referred above, included, at a minimum, the following agenda items: i. review of performance of non-independent directors and the Board as a whole ii. review of performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors iii. assessment of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.		25(4)
		Where an independent director has resignedor removed from the Board of Directors, check whether the vacancy has been filled by appointment of a new independent director at the earliest but not later than the immediate next meeting of the Board of Directors or 3 months from the date of such vacancy whichever is later. Note : The above requirement of filling the vacancy does not apply in case the entity continues to fulfill all the requirements of independent directors despite the vacancy.		25(6)
	15	Check whether the company has familiarised the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc through various programmes		25(7)
	16	Check whether the details of such familiarisation programmes are disclosed on the company's website and web link thereto is given in the Annual Report		46(2)(i)
	Non-executive Directors’ compensation and disclosures
	17	Check whether all fees / compensation, if any, paid to non-executive directors has been fixed by the Board of Directors and shall previous approval of shareholders has been obtained in the general meeting Note: The requirement of obtaining prior approval of shareholders in general meeting shall not apply to payment of sitting fees to non-executive directors, if made within the limits prescribed under the Companies Act, 2013 for payment of sitting fees without approval of the Central Government		17(6)(a)&(b)
	18	Check whether the shareholders’ resolution specifies the limits for the maximum number of stock options that can be granted to non-executive directors, in any financial year and in aggregate Note: Independent directors shall not be entitled to any stock option		17(6)(c)&(d)
	Other provisions as to Board and Committees
	19	Check from the minutes, whether the Board has met at least four times a year, with a maximum time gap of 120 days between any two meetings		17(2)
	20	Check whether the information given to the Board includes the following minimum information specified in Part A of Schedule - II to the Regulations :		17(7)
		A. Annual operating plans and budgets and any updates.
		B. Capital budgets and any updates.
		C. Quarterly results for the listed entity and its operating divisions or business segments.
		D. Minutes of meetings of audit committee and other committees of the board of directors.
		E. The information on recruitment and remuneration of senior officers just below the level of board of directors, including appointment or removal of Chief Financial Officer and the Company Secretary.
		F. Show cause, demand, prosecution notices and penalty notices, which are materially important.
		G. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
		H. Any material default in financial obligations to and by the listed entity, or substantial non-payment for goods sold by the listed entity.
		I. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the listed entity or taken an adverse view regarding another enterprise that may have negative implications on the listed entity.
		J. Details of any joint venture or collaboration agreement.
		K. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
		L. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
		M. Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business.
		N. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
		O. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.
	21	Check whether every director has informed the company about the committee positions occupied by him/her in other companies and notify changes as and when they take place		26(2)
	22	Ensure that the director is not a member in more than 10 committees or acts as Chairman of more than 5 committees across all companies in which he/she is a director. Note: (i) For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 should be excluded. (ii) For the purpose of reckoning the limit under this sub-regulation, Chairmanship / membership of the Audit Committee and the Stakeholders' Relationship Committee alone should be considered.		26(1)
	23	Check whether Board has periodically reviewed compliance reports of all laws applicable to the company, prepared by the company as well as steps taken by the company to rectify instances of non-compliances		17(3)
	25	Check whether the Board of the company has plans in place for orderly succession for appointments to the Board and to senior management		17(4)
	Code of Conduct
	26	Check whether the Board has laid down a code of conduct for all Board members and senior management of the company		17(5)(a)
	27	Check whether the code of conduct is posted on the website of the company		46(2)(d)
	28	Check whether all Board members and senior management personnel have affirmed compliance with the code on an annual basis and a declaration to this effect has been signed by the CEO and included in the Annual Report		26(3)
	29	Check whether the Code of Conduct has been modified suitably to incorporate the duties of Independent Directors as laid down in the Companies Act, 2013		17(5)(b)
		Note: The term “senior management” means personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.
	Vigil Mechanism / Whistle Blower Policy
	30	Check whether the company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy		22(1)
	31	Check whether the mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.		22(2)
	32	Check whether the details of establishment of such mechanism have been disclosed by the company on its website and in the Board’s report		46(2)(e)
	Audit Committee
	33	Check whether the audit committee has a minimum three directors as members.		18(1)(a)
	34	Ensure that 2/3rds of the members of audit committee are independent directors		18(1)(b)
	35	Check whether all members of audit committee are financially literate and at least one member has accounting or related financial management expertise Note:  (i) The term “financially literate” means the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows. (ii) A member will be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.		18(1)(c)
	36	Ensure that the chairperson of the Audit Committee is an independent director		18(1)(d)
	37	Check from the minutes of the meeting, as to whether the Chairperson of the Audit Committee was present at the Annual General Meeting to answer shareholder queries		18(1)(d)
	38	Check whether the Company Secretary acts as the secretary to the committee		18(1)(e)
	39	Check from the minutes of the meetings, whether:
		> the Audit Committee met at least 4 times in a year and not more than 120 days have elapsed between two meetings		18(2)(a)
		> the quorum was either 2 members or 1/3rd of the members of the audit committee whichever is greater, but there should be a minimum of two independent members present.		18(2)(b)
	40	Check from the terms of reference of the Audit Committee, as to whether they have been given the following powers:		18(2)(c)
		1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
	41	Check from the terms of reference of the Audit Committee and minutes of the Audit Committee meetings, as to whether they have been given the following roles as specified under Part C of Schedule II to the Regulations :		18(3)
		(i) Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
		(ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the company
		(iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
		(iv) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to
		a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
		b. Changes, if any, in accounting policies and practices and reasons for the same
		c. Major accounting entries involving estimates based on the exercise of judgment by management
		d. Significant adjustments made in the financial statements arising out of audit findings
		e. Compliance with listing and other legal requirements relating to financial statements
		f. Disclosure of any related party transactions
		g. Modified opinion(s) in the draft audit report
		(v) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
		(vi) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
		(vii) Review and monitor the auditor’s independence and performance, and effectiveness of audit process
		(viii) Approval or any subsequent modification of transactions of the company with related parties
		(ix) Scrutiny of inter-corporate loans and investments
		(x) Valuation of undertakings or assets of the company, wherever it is necessary
		(xi) Evaluation of internal financial controls and risk management systems
		(xii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems
		(xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit
		(xiv) Discussion with internal auditors of any significant findings and follow up there on
		(xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board
		(xvi) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
		(xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors
		(xviii) To review the functioning of the Whistle Blower mechanism
		(xix) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate
		(xx) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
	42	Verify from the minutes of the meetings whether the Audit Committee has reviewed the following information as specified under Part C of Schedule II to the Regulations :		18(3)
		> Management discussion and analysis of financial condition and results of operations
		> Statement of significant related party transactions (as defined by the Audit Committee), submitted by management
		> Management letters / letters of internal control weaknesses issued by the statutory auditors
		> Internal audit reports relating to internal control weaknesses
		> The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee
		> statement of deviations:      (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).      (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
		> Financial statements, in particular, the investments made by the unlisted subsidiary company
	Nomination and Remuneration Committee
	43	Check whether company shall set up a nomination and remuneration committee (NRC) with the following composition:
		> at least three directors, all of whom are non-executive directors and at least half are independent directors		19(1)
		> Chairperson of the committee is an independent director. Note: The chairperson of the company (whether executive or non-executive) can be appointed as a member of the NRC but shall not chair such committee		19(2)
	44	Check whether the terms of reference for the NRC includes the following as specified in Part D to Schedule II :		19(4)
		> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees
		> Formulation of criteria for evaluation of Independent Directors and the Board
		> Devising a policy on Board diversity
		> Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal
		> whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
	46	Check from the minutes of the meeting whether the Chairperson of the NRC was present at the Annual General Meeting, to answer the shareholders' queries		19(3)
	Subsidiary Companies
		NOTE: Where a listed holding company has a listed subsidiary which is itself a holding company, the provisions given below will be applicable to the listed subsidiary insofar as its subsidiaries are concerned.
	47	Check whether at least one independent director on the Board of Directors of the holding company is a director on the Board of Directors of a material non-listed Indian subsidiary company.		24(1)
	48	Verify from the minutes of the meeting of the Audit Committee of the listed holding company as to whether the Audit Committee has reviewed the financial statements, in particular, the investments made by the unlisted subsidiary company.		24(2)
	49	Check whether the minutes of the Board meetings of the unlisted subsidiary company have been placed at the Board meeting of the listed holding company		24(3)
	50	Check from the minutes of the meetings, whether the management has periodically brought to the attention of the Board of Directors of the listed holding company, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary company. Note: “Significant transaction or arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed 10% of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for the immediately preceding accounting year		24(4)
	51	Check whether the company has formulated a policy for determining ‘material’ subsidiaries and whether such policy is disclosed on the company's website and a web link thereto is provided in the Annual Report. Note: A subsidiary shall be considered as material if its income or networth exceeds 20% of the consolidated income or net worth respectively, of the listed entty and its subsidiaries in the immediately preceding accounting year.		16(1)(c)
	52	Where a company has disposed shares in its material subsidiary which results in reduction of its shareholding (either on its own or together with other subsidiaries) to less than 50% or cease the exercise of control over the subsidiary, check whether the same has been approved by way of a special resolution in its General Meeting Exception: The above requirement is not applicable in cases where such divestment is made under a scheme of arrangement duly approved by a Court / Tribunal		24(5)
	53	Where assets amounting to more than 20% of the assets of the material subsidiary on a aggregate basis during a financial year have been sold, disposed or leased, check whether prior approval of shareholders by way of special resolution has been obtained Exception: The above requirement is not applicable in case of sale / disposal / lease made under a scheme of arrangement duly approved by the Court / Tribunal		24(6)
	Risk Management
	54	Check whether the company has laid down procedures to inform Board members about the risk assessment and minimization procedures		17(9)(a)
	55	Check whether the Board has framed, implemented and monitored the risk management plan for the company.		17(9)(b)
	56	Check whether the company has constituted a Risk Management Committee (RMC) Note: The Board shall define the roles and responsibilities of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit.		21(1)
	57	Check whether the RMC comprises of: a) members of the Board of Directors as majority of the committee b) a member of the Board of Directors as the chairmperson of the RMC Note: Senior executives of the company may be the other members of this committee		21(2)&(3)
	Related Party Transactions
		Relevant definitions from Regulation 2 : 2(1)(zb) “related party” means a related party as defined under sub-section (76) of section 2 of the Companies Act, 2013 or under the applicable accounting standards 2(1)(zc) “related party transaction” means a transfer of resources, services or obligations between a listed entity and a related party, regardless of whether a price is charged and a "transaction" with a related party shall be construed to include a single transaction or a group of transactions in a contract. 2(1)(zd) “relative” means relative as defined under sub-section (77) of section 2 of the Companies Act, 2013 and rules prescribed there under
		Note : For the purpose of Regulation 23, all entities falling under the definition of related parties shall abstain from voting irrespective of whether the entity is a party to the particular transaction or not.		23(7)
	58	Check whether the entity has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions Note: A transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the entity.		23(1)
	59	Check whether all related party transactions have a prior approval of the Audit Committee Note: This requirement is not applicable in the following cases: (i) transactions entered into between 2 government companies; (ii) transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.		23(2)
	60	Where the Audit Committee has granted a 'omnibus' approval, check whether the following conditions have been met: Note: Omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year		23(3)
		> The Audit Committee has laid down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the company
		> The approval is applicable in respect of transactions which are repetitive in nature
		> The Audit Committee has satisfied itself the need for such omnibus approval and that such approval is in the interest of the company
		> The  omnibus approval specifies the following: (i) the name/s of the related party, (ii) nature of transaction, (iii) period of transaction, (iv) maximum amount of transaction that can be entered into, (v) indicative base price / current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit Note: Where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, the Audit Committee may grant omnibus approval for such transactions not exceeding Rs.1 crore per transaction
		> Audit Committee shall review, atleast on a quarterly basis, the details of RPTs entered into by the company pursuant to each of the omnibus approval given.
	61	Check whether all  material Related Party Transactions have been approved by the shareholders through ordinary resolution and the related parties shall abstain from voting on such resolutions. Note: This requirement is not applicable in the following cases: (i) transactions entered into between 2 government companies; (ii) transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.		23(4)
		Note : The Regulation 23(4) relating to approval of RPTs by shareholders through an ordinary resolution came into effect immediately from the date of notification of the Regulations i.e. September 2, 2015.
		Transitional provision : All existing material related party contracts or arrangements entered into prior to the date of notification of these regulations and which may continue beyond such date shall be placed for approval of the shareholders in the first General Meeting subsequent to notification of these regulations.
	Disclosures
	Related Party Transactions
	62	Check whether the  details of all material transactions with related parties have been disclosed quarterly along with the compliance report on corporate governance		23 & Sch. V
	63	Check whether the company has disclosed the policy on dealing with Related Party Transactions on its website and a web link thereto has been provided in the Annual Report		23 & Sch. V
	Disclosure of Accounting Treatment
	64	In the preparation of financial statements, has any accounting treatment been used which is different from that prescribed in an Accounting Standard?		48
	65	If yes, check whether:
		> the fact has been disclosed in the financial statements		48 & Sch. V
		> the management’s explanation as to why it believes such alternative treatment is more representative of the true and fair view of the underlying business transaction has been disclosed in the Corporate Governance Report.
	Remuneration of Directors
	66	Check whether  the following has been disclosed in the Annual Report:		34(3) & Sch. V
		> all pecuniary relationship or transactions of the non-executive directors vis-à-vis the company
		> criteria of making payments to non-executive directors (Alternatively, this may be put up on the company’s website and reference drawn thereto in the annual report)
		> number of shares and convertible instruments held by non-executive directors
	67	Check whether, in addition to the disclosures required under the Companies Act, 2013, the following disclosures on the remuneration of directors have been made in the section on corporate governance of the Annual Report		34(3) & Sch. V
		> All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc.
		> Details of fixed component and performance linked incentives, along with the performance criteria.
		> Service contracts, notice period, severance fees
		> Stock option details, if any - and whether issued at a discount as well as the period over which accrued and over which exercisable.
	68	In the notice of the general meeting where appointment of a non-executive director is to be proposed, check whether his/her shareholding (both own or held by / for other persons on a beneficial basis) in the listed company in which they are proposed to be appointed as directors has been disclosed		26(4)
	Management
	69	Check whether a Management Discussion and Analysis Report  (MD&A Report) has been included in the Annual Report		34(3)
	70	Check whether the following has been disclosed  in the MD&A Report (within limits set by the company's competitive position):		34(3) & Sch. V
		> industry structure and developments
		> opportunities and threats
		> Segment–wise or product-wise performance.
		> Outlook
		> Risks and concerns
		> Internal control systems and their adequacy
		> Discussion on financial performance with respect to operational performance
		> Material developments in Human Resources / Industrial Relations front, including number of people employed
	71	Check whether senior management shall make disclosures to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.) Note: "senior management" means personnel of the company who are members of its core management team excluding the Board of Directors). This would also include all members of management one level below the executive directors including all functional heads.		26(5)
	72	Check whether the Code of Conduct for the Board of Directors and the senior management has been disclosed on the website of the company		46(2)
	Shareholders
	73	In case of the appointment of a new director or re-appointment of a director check whether the shareholders have been provided with the following information		36(3)
		> A brief resume of the director
		> Nature of his expertise in specific functional areas
		> Names of companies in which the person also holds the directorship and the membership of Committees of the Board
		> Shareholding of non-executive directors
	74	Check whether relationships between directors inter-se has been disclosed in the Annual Report, notice of appointment of a director, prospectus and letter of offer for issuances and any related filings made to the stock exchanges where the company is listed.		36(3)
	75	Check whether the quarterly results and presentations made by the company to analysts have been put on company’s web-site, or the same  has been sent in such a form so as to enable the stock exchange on which the company is listed to put it on its own website		46(2)
	Stakeholders Relationship Committee
	76	Check whether a Stakeholders Relationship Committee has been formed to consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends		20(1)
	76	Check whether the committee comprises the following :  > chairperson who is a non-execitive director.  > other members decided by the Board of Directors		20(2)&(3)
	76	Check whether the role of the committee includes considering and resolving the grievances of the securityholders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends as specified under Part D of the Schedule II to the Regulations		20(4)
	Proceeds from public issues, rights issue, preferential issues, etc.
	77	When money is raised through an issue (public issues, rights issues, preferential issues etc.), check whether: Note: Disclosure shall be made only till such time that the full money raised through the issue has been fully spent		32
		> the company has disclosed the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee		32
		> on an annual basis, the company has prepared a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and placed it before the audit committee.		32
		> Check whether the company has obtained a certificate from the statutory auditor for the annual statement		32
	78	Where the company has appointed a monitoring agency to monitor the utilisation of proceeds of a public or rights issue, check whether it has placed before the Audit Committee the monitoring report of such agency, upon receipt, without any delay		32
	CEO/CFO certification for compliance
	79	Check whether, the CEO or the Managing Director or manager or in their absence, a Whole Time Director appointed in terms of Companies Act, 2013 and the CFO have certified to the Board that:		17(8)
		> They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief: 1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; 2. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
		> There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.
		> They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.
		> They have indicated to the auditors and the Audit committee: 1. significant changes in internal control over financial reporting during the year; 2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and 3. instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.
	Report on Corporate Governance
		Annual Compliance:
	80	Check whether there is a separate section on Corporate Governance in the Annual Reports of company, with a detailed compliance report on Corporate Governance.
	81	Check whether the  company has submitted a annual compliance reports to the stock exchanges as per the format prescribed by SEBI vide Circular No. CIR/CFD/CMD/5/2015 dated September 24, 2015 (Annexure II & III - at the end of the financial year and within 6 months from the end of the financial year respectively). The report should be signed either by the Compliance Officer or the Chief Executive Officer of the entity.
		Quarterly Compliance:
	82	Check whether the  company has submitted a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the format prescribed by SEBI vide Circular No. CIR/CFD/CMD/5/2015 dated September 24, 2015 (Annexure I). The report should be signed either by the Compliance Officer or the Chief Executive Officer of the entity.		27(1)&(3)
	83	Check whether details of all material related party transactions have been disclosed alongwith the quarterly compliance report		27(2)
	Compliance
	85	Check whether the disclosure of the compliance with mandatory requirements and adoption (and compliance) / non-adoption of the non-mandatory requirements have been made in the section on corporate governance of the Annual Report
	86	The following discretionary requirements specified in Part E of Schedule II to the Regulations may be implemented as per the discretion of the company :		27(1)
		A. The Board : A non-executive chairperson may be entitled to maintain a chairperson's office at the listed entity's expense and also allowed reimbursement of expenses incurred in performance of his duties.
		B. Shareholder Rights : A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.
		C. Modified opinion(s) in audit report : The listed entity may move towards a regime of financial statements with unmodified audit opinion.
		D. Separate posts of chairperson and chief executive officer : The listed entity may appoint separate persons to the post of chairperson and managing director or chief executive officer.
		E. Reporting of internal auditor : The internal auditor may report directly to the audit committee.