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Master Class on SEBI LODR-V

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This masterclass delves into specific SEBI (Securities and Exchange Board of India) Listing Obligations and Disclosure Requirements (LODR) regulations, focusing on the obligations of promoters, directors, Key Managerial Personnel (KMP), and Senior Management. The discussion highlights recent amendments, practical implications, and areas requiring further clarity, emphasizing the evolving landscape of corporate governance in India.

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thank

you thank you DPI I think this lodr

topic that uh you are doing this master

class is very relevant there are so many

changes and uh uh the regulation is

still getting settled uh there are

Clarity required in some of the

provisions there are some Provisions

where industry practice has to evolve so

I think this is very right time to have

this kind of deliberation to get more

clarity and have understanding uh on

these topics and the current uh topic

that has been selected regulation 2627

2627

particularly uh although it is very

small piece of the but there are very

important provisions and uh the recent

Amendment particularly with respect to

whether it is disclosure on cyber

security or uh within 3 months uh

replacement or succcess and planning

those things becomes very very important

so I think those those we will

deliberate but yeah whole industry is B

about all these

Provisions thank

you thank you Sak please

yeah thanks very much D and good morning

everyone today we are entering into the

fifth uh part of our past class on sa District

District

regulations uh as we discussed in the

last webinar that regulation 24a which

talks about secretarial audit as well as

secretarial compliance

certificate in fact we discussed these

two in depth and that point of time also

we said that when the company secretary

in practice have to give the secretarial

compliance certificate the objective of

this is that se wants to ensure that

somebody has to have a check on each and

every compliance of the each and every

regulation and secret company secretary

and practices have no uh what's called

scope even to cover any kind of non

compliance because this is just like an

objective type questions so

understanding of each and every

regulation of the listing regulations

for the compliance officers is

imperative and as R has rightly

mentioned that in the past recent past

for the last 6 to n months lot of

changes have come in the C listing regulations

regulations

and whenever there is a change in the or

any kind of amendment to the listing

regulations this is leaving lot of scope

for interpretation as well as

deliberation in fact that is one of the

primary reason why we thought that let

us take up a master class and let us

also uh discuss in depth of the

regulations and know unlike uh the

seminars and conferences where we take

about a couple of hours for the entire

listing regulations we thought that let

us pick up up a two three regulations

and then discuss it at thread bear so

today we are in 26 and 27 though it

looks like it is a very small uh I mean

topic as such but the objective as I

have mentioned is let us take a deep

dive into these regulations and

understand the nuances of that there is

no point

of what's called taking a big slice and

not able to chew that in instead of that

why can't we have small pieces chew it

digest it properly that's the objective

of this so I'll give a pause here and

maybe paa can take it up

further thank you Saka I forgot to

introduce Miss nja who is going to

present here she's a qualified CS with

four five years experience cor nja and

of course one important thing wish you

all happy and prosperous new year and

this is our first session after this our

viam new year and let's hope

we more worship goddess sarasti and we

able to serve and satisfy the you know

knowledge requirement and thrust of more

and more people thank you everyone yeah

over to B so pray godess sarasti and

lakmi will come [Laughter]

[Laughter]

automatically yeah yeah Mr vaa good

morning to all of

you I have a great pleasure in meeting

you again and again week after

week because always the life you know

life is teaching us lesson every day and

our duty to learn whatever the teachings

are coming on ongoing basis because

there's no ever ending to The Learning

if you look at the lodr regulations ever

since the class 49 has been introduced

and subsequently changes taken place the

has come and after that companies act

2013 has come where the companies act

recognize company secretary and the

Chief Financial Officer of KMS and also

brought the consult of Senior Management

now the entire LOD regulation has

brought the Senior Management under the

Ambit of the L

regulations because that is the big

change which is taken by the LOD

regulations by the C entire Senior

Management has been brought under the

Ambit of the lodr regulation in part

with the company act recognizing the

things that is why rir was talking about

the three month filling of the vacancies

Etc which comes to it is not only

applicable for the director but it's

also applicable for the Senior

Management so in which case although

this regulation 2627 being a small topic

but when we go to the nties of filling

up the vacancies getting the thing

finding the suitable people Etc whether

the sufficient time is enough that is

one question but at the same time

Regulators also actually put in a place

what we call the succession

planning that mean the organization

should be ready to have the second line

person if you ask any organization today

the gentleman is actually your CEO who

the next CEO they should be able to

answer who's to be a next CEO that is

the Readiness The Regulators are

actually looking forward it so really

speaking we will have the Practical

experience from because he's coming from the

the

doer organization what are the integ how

they do it and all the things you'll be

glad to share with us that is one thing

and second thing is again when you are

talking about affirmation of the code of

conduct and business ethics although the

regulation started with saying know the

Senior Management has to affirm it is

not only restricted to the Senior

Management it is actually across the

company everybody it is not ethics to be

followed only by the top management not

for the lower management it is across

the company everybody has to follow when

we talk about the affirmation the

affirmation has to come for the entire

organization as such so how do we

actually get implemented what are the

thing how the awareness is actually

created what are the training is done

how the people come to know right from

the day they join what is the culture

what is the ethic what is the code ET

other thing and all there also I think

we'll have a practical experience from

Mr rir how it is being implemented Etc

and other things and all that in many of

the organizations when they are doing

what we call the KP and K that means you

know key performance indicator and also

key performance appraisal they make it

as a part of the culture itself what you

call the behavioral code the code of

business ethics the code of your

behavior code of your value Etc other

things and all because that is one of

the factors which is actually determined

many organization it is there actually

the organization where I was also

working it was actually part of it so

there are many integrities are actually

involved although we are talking the

regulation very small it looks like but

it is not so when you look at the

Practical implications how do we go

about it how do we implement it what are

the problem across that is what is a

delation is going to be there di you

talking about the mood it is already 100

you can see that people want to skip the

introductory part they want to join so

that seems to be the things nothing else

that there are two issue Dy one is if

I'm late I better I don't want to be

punctual that is one second thing always

to listen the introductory part of it

that's second thing anyway that's how

part of it it's all right but one thing

is that today I definitely expect the

lot of things learning will happen many

practical aspects will be known but the

participants are requested to put their

queries as usual in the chat box we'll

take it up then and then and if anybody

wants to talk they can raise their hand

they can also share their experience the

whole idea of this session is sharing of

the knowledge between each one of us

that is the thing with this word I give

a pause here I'll ask n to take the

n n one minute before you go further let

me also make one small announcement that

several people are making request that

we should take up a series on takeover

regulations buyback regulations as well

as stock options like that we can assure

you that in the coming days definitely

we are going to do that this kind of

feedback what you are giving to us and

uh that is quite encouraging and

certainly we are going to take up these

two uh sorry these three aspects also in

the coming days yeah go

ahead okay thank you so much sir good

morning everyone good morning panelist

thank you for giving the brief

introduction about the topic so now I'll

presentation today the topic of our

webinar is obligation with respect to

promoters directors KMP and Senior

Management starting with regulation 26

sub regulation one of sa regulation

states that it imposes restrictions on

the membership and chairmanship of the

listed entities director the directives

of the listed entity shall not be a

member in more than 10 committees and

shall not hold chairmanship of more than

five committees while determining the

limit it is crucial to consider what are

the inclusions and what are the

exclusions in calculating in Computing

the limit for membership and

chairmanship only publicly limited

companies regardless of their status

whether they are listed or not they are

to be included and all private limited

companies foreign companies high value

debt listed entities and Section 8

companies shall be excluded in seod

private limited companies foreign

companies and section8 companies is not

defined so we will take we will consider

as the definition what is defined in the

companies act

2013 however regulation 15 of CB lodr

defines high value debt listed entities

it means which has listed its

non-convertible debt Securities and they

have an outstanding value of rupees 500

CR and above they are considered as high

value debt listed entities so while

calculating the limit we have to only

consider the public limited companies

and the other companies like section8

companies foreign foreign companies

private companies high value debt listed

entities are to be excluded further for

the purpose of determination of limit

only two committees will be consider

first is audit committee and the second

one is stakeholder relationship

committee and no other committee will be

included in

this regulation 26 subregulation 2 of SE

Alodia states that every director shall

intimate to the listed entity about his

uh chairmanship and membership in other

committees as well and they should also

promptly intimate if there is any change

in the membership or chairmanship change

can be like cessation of membership or s

from chairmanship or they have been

appointed to a new committee as a member

or chairman so they should promptly

intimate it to the listed entity here

the owners is also on the company

secretary to educate the directors about

the Restriction that is being imposed by

sa lodar on their chairmanship and

membership also the company secretary

can do one more thing that they can

prely intimate the directors that their

limit is about to be crossed so that

there will be no non compliance so here

the owners is also on the company

secretary and on the director as

well moving to the

other we move to next I think this uh

committee uh number of committees which

CB lar has provided is already on very

Higher Side considering the

responsibilities that uh is there now on

the Committees the recent amendment of

Hod or anyway the the obligation that

the independent director carry so board

uh over over board ship as well as

number of committees where the directors

are member or shair and the

responsibility that they carry whether

they are able to spend sufficient time

uh on the topic that's a very uh

pertinent discussion in fact I uh had

the opportunity to attend a meeting

recently where uh all the regulator of

Asia were

deliberating and uh Singapore regulator

were particularly uh uh proposing three

committees or three uh companies where

the uh directors should be director is

something that that uh should be

proposed uh although what is right

number for directorship uh how much

engaged director is it's all personal

choice because whatever number you give

whether today uh 10 or five committees

or or seven uh companies right uh maybe

uh I may not be able to justify uh

whereas maybe sudhakar uh being very

active and and uh maybe at that point of

life where he can spend that time on

those topics right so those things also

matter but yeah this is being discussed

I think very soon Regulators are going

to review this provision under lodr and

uh considering if we take just example

of audit committee there are so many

responsibilities of the committee

committee meets four times in a year

right if you see related party with is

which is a continuous I would say uh

transactions which is happening

reviewing on a quarterly basis similarly

there are audit there are accounts there are

are

regulatory uh there are oods person

complaints right with NAFA coming up on

fraud reporting the kind of uh

expectation Regulators have the kind of

responsibility these committees are

carrying uh for times in a year and

sufficient time it requires that uh some

of the committee members are responsible

for some of these topics and they are uh

spending whole lot of time uh and and

these kind of numbers is not going to

justify it uh additionally maybe uh in

the regulation there is uh big numbers

provided but if you see the proxy

advisory firm and other investors they

also have their own uh uh governance a

standard uh and uh if we see them they

have a more harsh provision on this so

particularly like MSI considers four

only as if if a board member is more

than uh a member of board in more than

four companies they would uh tend to

recommend uh negative uh governance a

score on that right similarly ISS has a

limit of five so those things are going

to maybe build in the regulation when we

move to next 2 three years and uh this

is this is something that is under

discussion so limit is on higher side

and most of the companies are looking at

it just to add further what you said you

know you have touched the sensitive now

in fact in one of the recent forums

where SA representatives were there I

have suggested that even the uh the

number of seven company seven listed

companies for independent directors is

on the higher side I suggested that to

be reduced at least to three to four not

beyond that because of the kind of uous

responsibilities what have been

interested upon the independent

directors in particular at the same

point of time if you see that as you

rightly said 10 committee memberships

okay and though it is audit committee

and SRC committee only are to be taken

into account say for example if every me

every dependent director or any other

director let us admit one thing that

they definitely want to be as many

committees as possible with all due

regards to them because of that number

one it is a kind of a prominence they

will get it in the company at the same

point of time they will get some amount

of good sitting fee also suppose say if

I am on the 10 audit committees and 10

risk management committees just see the

volume of work which is going to be

there in these two committees and Disk

Management committee you are not

counting and I am there on 10 audit

committees definitely I'm going to be a

very powerful person but do I have that

kind of time

at yeah my disposal that is to be seen

so according to me again the same thing

this 10 committee memberships are to be

reduced to five and the five

chairmanships are to be reduced to two

or three at the most that's what the

suggestion I have given and rightly so

you have touched upon the same thing

here in this forum also you know let's

hope that kind of this thing will

prevail because RMC is also to be

counted according to me that is not to

be left out as such yeah yeah I think

not only RMC sudakar you

havec yeah NRC as well as yeah NC that

you are having people are having es

committee es is a new and it it requires

a lot of

learning skill upgrade right because it

touches lot of areas it is e and which

encompasses each and every area of the

organization and uh considering brsr

considering integrated reporting which

is responsib and committee uh uh uh

global companies are leveraging uh

advisory role where committee is being

advised by expert in that area but

despite what whatever you have at your

disposal uh when you are responsible as

a committee as director probably you

need to spend time so I think SE should

review these committees which is covered

and all committees should be part of it

because once you are part of a committee

you are responsible for uh a scope of

work which is given to committee and

that requires some wholesome time to be

given and and you need to spend that

time to justify the

there regulation 26 subregulation 3 of

SE elodia states that the board of

director and Senior Management personel

shall shall airm compliances with the

code of conduct every listed entity have

its own code of conduct so the

responsibility is also on the director

Senior Management and the company

secretary also to ensure that they have

complied with the code of conduct that

has been framed and this compliance

should be reviewed on an annual basis uh

this can be reviewed in the board

meeting or in any committee that is

framed by the

board regulation 26 sub regulation 5 of codia

codia

regulation states that the Senior

Management shall make disclosure to the

board of directors relating to all

material financial and Commercial

transactions where they have personal

interest and that may have a potential

conflict with the interest of the listed

entity the phrase conflict of interest

is explained and it relates to dealing

in the shares of the listed entity

commercial dealing with the bodies which

have the shareholding of the management

and their

relatives there are two people have

raised their hand one is I think promot

is sud chat can we hear from them you we

yourself yeah the question is that

nowadays what is happening this the sa

regulations company secretary become a

clerk of a company due to filing of XBR

every whatever be the information you

are giving to Stock Exchange they're asking

asking

PDA as well as XBR so how the quality

times a company secretary can place for

the company company's purpose because

xbrl is taking too much of time and what

is the requirement for filing the same

information in BC and NSE why not the SE

is talking so much on the corporate

governance and all these things can make

a single server where we can can place

the all this uh information data and

from there the stock exchange should uh

take this uh for their for the your respective

respective

heads so that is that is the one very

vital question that se should think of

that company secretary is not a Clark

first of all everything cannot be pushed

to XBR we are paying the listing fees

let the BC NC personal should work on

that after getting the information

and why this duplication of this

information submission to the both the

stock exage at same time let make a

common server where a company can place

the information and the BC and NC can

take this information from them or SEI

can make a mandate that who who is the

designated stock exchange for the

company they should file the information

first to that and the and other Stock

Exchange can take the information from

that serve Mr s they got your point

panelist if you want to answer Mr suip

yes we understood thank you thanks for

your concern I think would you like to

take it that and then I will add it

further right I think this is very right

concern and as company secretaries as

industry body this has been flaged to

say I think the collaboration which NSC

bacc has today uh between them versus

what it used to be uh many years back is

very very different so I think we are uh

moving in that direction and I'm hopeful

that soon we will have a mechanism where

you have Edgar kind of filing in us uh

where you file in one portal and that

suffice and get disseminated to all the relevant

exchanges yeah sudakar yeah so there are

three issues Rising here number one

company secretary is not a clock let it

not be that harsh as far as towards

but let us know one thing very well that

company the CB through the listing

regulations has recognized the company

secretary as the compliance officer so

whatever the information to be

disseminated to the stakeholders that is

to be done by the compliance officer who

is the company

secretary number two now why to file PDF

as well as xbrl simultaneously why in

two formats because several times it

happens that xprl once they introduce

that by the time it settles down CB

always advises that you can file both

PDF as well as

xbrl that is the primary reason and once

the xbrl thing is settled down they make

discontinue with the PDF the third thing

is as far as NSE and BC is concerned I

do appreciate what the suggestion is in

fact this is there for the last s to

eight years at several forums this issue

has been taken up that why NSC and BC

should not have a common portal wherein

we upload the information and let the

stock exchanges I mean use that or

utilize that that time a representatives

were also there they also agree that but

they have certain internal issues which

they need to resolve fortunately or

unfortunately that is not happening

maybe we may take up at the right

opportunity and right Forum uh because R

you are on the other Committees of the

Chambers of Commerce you may also take

up that wherever possible we also will

do that and uh let's hope that these two

uh Stock Exchange just come to a common

platform or a portal like that but let

us not go with uh that what's called as

mindset that we are the clerical people

company secretary is no more a CL that

we have discussed it at several forums

company secretary is the compliance

officer and having a responsibility of

dissemination of the information to the

stakeholders some kind of pain may be

there in this process which we have to

withand that's what my view is thank you

I I EO what sudakar said and I would say

what one more thing that if we wear the

hat of regulator consider the PDF that

is being filed and is not subject to uh

AI or other things which is available to

to uh guide you on what kind of

disclosure is whether the disclosure is

appropriate right wrong right so I think

this xbrl is a right move it when it

gets settled it will help everyone at

the same time it challenges more to us

as company as as company secretary who

are uh responsible for this filing that

the filing standard is more uh better it

is accurate because with xbrl the AI can

give even the smallest error and uh that

may lead to more notices in case there

are wrong

filings there is one suggestion has

actually come and there is view is

expressed the suggestion is actually why

don't you arrange the session for the

Digital Data protection act of

2023 I think definitely we will look

into that we will organize in days to

come and Mr Japan is sharing his view

recognizing the importance of the role

of the sa has been strengthening the

regulatory regim to ensure the right

appointee or appointed in the Senior

Management but while doing so it may

also have made a process very combersome

as it may not be that easy to have the

meeting of NRC or board of directors and

appointments of such a key position to

Quick Time

right in my case comply comply is the

only option which is actually available

and I think it will benefit to the

organization overall that is what my

view that's what he is

saying but I think when we discuss this

also since the sucession plan has to be

in place I think to that extent the

people should be have the preparedness

to fill up the vacancies because when

the resignation take place they cannot

start acting it would the resignation

happen when they start acting it what

you are saying is there time Etc Ence

everything is going to be a matter but

already the succession planning then

people have to be well prepared for the

any EV that is what when we call you

know what you call disaster plan so

alternative should be worked out in my

opinion I think we can check with r what

is happening in this organization on

this on the Practical aspect over to

R sorry repeat the question in

question is senior management positions

yeah too quickly filling up the

vacancies and appointment calling the

NRC meeting and board meeting it is not

always possible so it becom very csome

that is what he says but any complains

the complaint we have to comply with it

that is what he

says right I since I said succession

plan is re to be in place I think we

should be in preparedness rather than

you know starting from the beginning

after the evils take place that is what

I asked you your views no you are very

right Bala I would say that the world in

which we are living is is so vulnerable

that it cannot be left uh to the point

of time when someone is moving out there

has to be a very robust process around

succession planning not only for the top

management but also I would say uh key

people so key uh Talent which is there

in the

organization uh for them succession

planning uh a very robust succession

planning is required to be in place and

considering this regulation and uh the

other consultation which s was doing

like CEO being responsible for so many

things and accountable in case CEO is uh

uh in case the default continues then uh

even the freezing of demit account of

CEO was was being discussed right so all

these things are in a direction that key

people people who are in the

organization which includes uh KMP

Senior Management uh at least uh they

are accountable they are there in the

position uh they are not there like one

year you don't have a person so when

something happened say is looking or

regulator is looking for someone to to

to be accountable and no one is there so

this is right that there should be uh a

time limit within which the position is

filled companies should be responsible

to look at the ways uh the process is in

in place and identify the person and if

you don't have the right person probably

you do the inent measure but yes it

should be in line with the required

compliances for example if you are

hiring CEO or CFO or company secretary

this would have the requisite uh

qualification and uh accountability and

responsibility and tomorrow if uh uh

such incident happens say we has someone

uh who could be held

accountable I think you're right and as

we have to accept that an organization

only not managing director is the only

person where immediately you require as

Technic person as in when any chief of

the organization resigns immediately

they declare in a week or kind who will

take care now it is recognized not only

top position but each important

department this km is KMP they it is

recognized important position so why it

should be also left it's yeah

administrative process take time so

that's why as rightly you mentioned in

measures has to be done take your time

but that person is made responsible

because who will be responsible in that

Gap and who will take decision so I

think they are giving importance and as

a organization as a whole you are

required to fill up all important

position not one important position which

which

is I have seen very robust processes I I

would say as a ecosystem in our country

the HR processes are very very evolved

the company's uh HR organization uh chro

uh top management uh CEO who is dealing

with the NRC on an annual basis and

quarterly basis have lot of good

processes uh not only to see who is

going to take the position uh 3 years

two years one year five years from now

but also in case uh uh the person is not

there then what companies are doing in

fact NRC is interested in meeting the

the second and third line people and

they are spending time with them to

understand uh uh whether what is being

presented is right whether it is aign

they are also getting a feel of the

person who is going to take that

position after 3 years so I think there

is very robust process and where there

is a gap uh the companies need to uh

create those processes and and work

around that otherwise uh the regulation

will create challenges

yeah uh I think if everyone given the

view we can go ahead with the

presentation or any yeah yeah we'll go

please regulation 26 sub regulation 6 of

C lodia requires prior approval of the

board of directors as well as of

shareholders by way of ordinary

resolution if any employee or KMP or

director of promoter of a listed entity

enters into any agreement for himself or

herself or on behalf of any other person

with any shareholder or any other third

party with regard to compensation or

profit sharing in connection with the

dealing in the Securities of the listed

entity further the interested person who

is involved in the transaction is not

allowed to vote in the general meeting

where such transactions are put forth

approval I think when this was

introduced by CB maybe it

was limited in the scope in terms of how

the people are using it and what

opportunities is there but now I'm

seeing that uh this portfolio Management

Services PMS which is very very uh

easily available right even for

investment like 30 50 lakhs rupees U and

there if you have uh substantive number

of shares uh through ESO that you have

say uh you have shares of the company of

50 lakhs or 1 PMS is proposing that you

give me these shares and I will trade on

your behalf with this money uh by

pleasing or using this as as as uh

security amount and probably these are

the additional challenges which which is

there and as company secretary as an

organization awareness has to be created

that this provision may get triggered

and uh to watch for these kind of

situations and guide the uh people in

correctly yeah yeah interested person is

defined in the regulation it means any

person holding voting rights in the

listed entity and who is in any manner

directly or indirectly is interested in

an agreement or proposed agreement

entered into or to be entered into by

such a person any employee KMP director

or promoter of such listed entity with

any shareholder or any third party with

respect to compensation or profit

sharing in connection with the

Securities of such listed

entity now moving towards the recently

introduced which is this regulation

regulation 26a is being effective from

15th July

2023 it provides for the filling up of

vacancy in the office of Chief Executive

Officer managing director fulltime

director manager and Chief Financial

Officer if there is any vacancy it shall

be filled by the listed entity at the

earliest and in any case not later than

3 months from the date of such vacancy

further provisor is also provided in

this regulation it specifies that the

vacancy of appointing such a person

should not be filled in an interim

capacity it can be filled in an interm

capacity if it is provide it is there in

any other law that is applicable to the

company further I would also like to

specify here that the vacancy of a

company secretary is not specified in

this regulation

because a separate regulation is being

dedicated for that that is regulation

six of codr and the vacancy of a company

secretary shall also be filled by the

listed entity at the earliest and in any

case not later than 3 months from the

date of such

vacancy only thing n though we were

discussing this issue yesterday in fact

again I have gone through regulation six

what regulation six talks about is the

compliance officer should be a qualified

company secretary for the purpose of listing

listing

regulations so technically the company

Secretary of the company need not be the

compliance officer though most of the

cases it so happens but suppose say for

example if I am a company Secretary of a

company I can uh choose that somebody my

colleague who is a qualified company

secretary may be the compliance officer

so in such case that regulation six

talks about the compliance officer but

not the company secretary who is the km

of the company

so to some extent there is an ambiguity

one can take a shade that okay look in

fact under 26 a company secretary as

such is not getting covered within three

months that's what my view

and it may be a slip up or something

like that because CB also might have

thought that regulation six is there it

it will be taken care of in fact in one

of the WhatsApp groups I remember

earlier the same question has cropped up

but much discussion was not there what

do you say R about this

I'm aligned with what you were saying

sudakar it is a compliance officer and

compliance officer not necessarily would

be company secretary there has been many

situation where CFO has been appointed

as compliance officer there has been

separate compliance officer and many

companies even for fact in fact State

Bank of India is the State Bank of India

the company Secretary of State Bank of

India is not the compliance officer the

compliance officer is someone else in

fact keeping that in mind Only Yesterday

night I was going through the regulation

6 once again so my view is that this

particular neither 268 nor regulation 6

is taking care of the appointment of

company secretary but of course under

the companies act within six months

anyway you have to appoint

that anyway that so uh I mean companies

should not take advantage of these kind

of uh big duties whatever are there but

certainly in case of any situation comes

God forbids this may be a kind of a I

mean one can take excuse from this like

n uh regulation 27 is about the

compliance governance report here

regulation 27 subregulation one states

that the listed entity May at its

discretion comply with part e of

schedule two part e of schedule two of

SE Alodia states that a nonexecutive

chairperson May maintain a chairperson's

Office of the listed ENT at the listed

entity's expense

and he will also be allowed

reimbursement of expenses incurred in

the performance of his or her

duties a half yearly Declaration of

financial performance including summary

of the significance even in the last 6

months may be sent to each household of

shareholders these all Provisions these

are all discretionary they are not

mandatory it depends it is totally on

the listed entity to comply with

them the listed entity may move towards

a regime of financial statements with

unmodified audit opinion the listed

entity May appoint separate persons to

the post of chairperson managing

director or or CEO subject to the

condition that the chairperson should be

a non-executive director and he should

not be related to the managing director

or chief executive officer and the term

related should be defined from the term

relative he should not be relative of

the managing director or chief executive

officer the inter internal auditor May

report directly to the audit

committee further this was the

discretionary portion where the listed

entity May comply with them now moving

towards the regulation 27 sub regulation

2 Clause of codr it states that the

compliance report on corporate

governance has to be submitted to the

stock exchange within 21 days from the

end of each quarter this report has to

be submitted in XML format a xbrl

utilities downloaded from the BC and the

NSC portal they are filled up and then

an XML file is generated and it is being

submitted in XML format uh this has been

made mandatory for both the stock

exchange if the company is listed on BC

and NSC as well then the listed entity

has to submit to both the stock exchange

and if the company is listed only on BC

or only on nsse then to the respective

Stock Exchange we have to submit this

report further regulation 27

subregulation 2 and Clause B and ba

States the disclosures to be made in the

corporate governance report all the

material transactions with the related

parties are to be disclosed in the

report and recently introduced that is

with effect from 15th July only cyber

security incidents or breaches or loss

of data or documents are there so these

events are also be to be disclosed in

our corporate governance report

report

n uh that you were talking about the

cyber security related uh what's called

why can't you deliberate on that news

yeah I think uh uh on this the provision

is welcome provision but the issue is

only that it is not clarifying that what

kind of cyber incident has to be

reported the way the language is

currently it it it requires each and

everything uh to be reported and when I

compare it with other geographies like

sec in US is also similar requirement uh

where cyber incident has to be reported

uh diligently to the SEC the only

difference is that they have used the

word material so only material cyber

incident has to be reported versus uh CB

lodr requirement where uh it is left on

the company probably or if you go in a

stct interpretation each and every

incident has to be reported and you all

agree that the world in which we are

living today everyday company has

several small such incident where some

hacker is trying to hack but you have a

very strong process system which is not

allowing it whether that incident has to

be reported whether it is benefiting

anyone whether it will help uh investors

so and are we over uh loading

information on Exchange or or with

regulator so some clarity is required

and if I uh go back last year when the

consultation paper had come on this from

SE I think uh there were uh lot of

additional requirement uh beside this uh

that the date of the incident and uh

what kind of incident happened and uh

brief detail these three requirements

are there in current LOD versus uh uh

the consultation paper where they were

ask asking for nature of event date of

event brief of the event and then

corrective measures what corrective

measures has been taken and then impact

on operation and then compliances in

terms of uh sert uh these were the

additional requirement that s we had

proposed we represented and I think uh industry

industry

representation uh helped to uh uh make

it refined to three requirement but yes

materiality is something that needs to

be added or clarified that only material

incident or in case there is other view

of sa then maybe definition of cyber

incident which needs to be reported will

will be helpful since it started only

the last quarter probably you also have

submitted the report yeah so in your

case could you share what is done is

everything or it is materiality or do

you also have an idea about the other

Industries people how they

yeah so I think uh definition of cyber

incident is given in Information

Technology act which is very very wide

which is you see General regulations

have that kind of definition and then if

you see what is reportable to sear in uh

which is like similar to C us uh there

are almost 20 kind of incident which

needs to be reported to certain uh in

case such in incidents happens uh

in companies this is a complex technical

area I was having discussion with my uh

Chief security officer and I was trying

to understand that what would be best to

report and how we could we could have a

process of reporting on this so anyway

because uh SEC has a requirement so we

have a very robust process uh to report

to risk management committee on a

quarterly basis and uh monthly basis

also internal we review uh such things

at Senior Management level what the

report was the question so there are uh

three different categories uh in which

incidents are uh divided and what

qualify uh action by the by the security

team is something we thought should be

reported and that that called we have

taken but yeah we are uh looking forward

to more clarity on this uh from s and uh

this is as of now in not in public

domain when you file this particular

piece with exchanges it is not vable so

I hope that uh regulator will see uh the

reporting uh by different companies and

come back with more on

this just to

add yeah sorry no no your use I'm asking

your use yeah yeah okay see one what I

was trying to say here is that cyber

security incidents or breaches or loss

of data this definitely also trigger regulation

regulation

30 okay though I I to my best of my

knowledge I don't remember it is not

coming under par a but definitely it

will fall under par B so

whenever that of course depends upon

materiality so what we have to do is

whatever you are intimating to the stock

exchanges under regulation 30 with

respect to cyber security related issues

that it is imperative for the company to

also report under

272b over and above that we need to do

anything I don't think okay because see

again yesterday as we were discussing

say for example in regulation 30 and Par

a any kind of imposition of penalties

and fines are to be ined under par which

is mandatory and they have not used the

word material there also that means what

even a th rupees penalty if they imposed

on me I need to inform to the stock

exchanges so that becomes a mockery then

every company they will dump the stock

exchanges with the kind of because you

know the big companies conglomerates and

all know there will be several incidents

thousands of incidents may be there on

daily basis rather so that might not be

the objective of s so one can always

whenever this kind of ambiguities are

there one has to take a call and have to

do it accordingly at the same point of

time no doubt about it as rightly

mentioned CB has to come with a again a

disclosure I mean for which again we

have to use our good offices wherever we

have the opportunity to sensitize say in

this particular regard let us do that

yeah uh SE has issued a circular on May

31st 2021 and has prescribed a format

for the corporate governance report it

is divided into four anure anure one is

to be submitted on quarterly basis an

exure two at the end of the financial

year an exure third at the end of six

months from the close of financial year

and anure four on half yearly

basis uh so anure one is being divided

into Parts part one is about the

composition of board of directors where

the details about the every director is

mentioned here like Den category in

which he is appointed date of birth his

disqualification status whether special

resolution has been passed if he's uh if

the regulation 171 of lodr is being

attracted that is where he has attained

the age of 75 years and above so a

special resolution is required so for in

that case uh Sr is passed or not for his

appointment and the other details like

the number of directorship in the listed

entities number of independent

directorship in uh independent other

listed entities including this listed

entity also number of membership and

chairpersonship held by the directors so

here in first part we have to mention

each and every detail about the every

entity uh second part of an one is about

the composition of committees here

details about the Committees are

mentioned here the name of the

Committees are there who all are the

members of the Committees it is

mentioned it has to be mentioned here

and the date of appointment of the

members and date of cessation is also to

be mention mention here in the second

part of corporate governance report

third part is about the meeting of the

board of directors in this we have to

report about the meetings that are held

in the quarter number of the directors

that were present in the meeting and the

independent directors were present in

the meeting and we also have to uh State

the compliance to whether the Quorum was

met or not in the third part similarly

the fourth part deals with the committee

meetings as board meetings we have to

mention each and every detail in the

fourth part we have to mention about the

meetings of the Committees that were

held during the quarter and the number

of members present uh and the

independent directors present in the

said meeting fifth part is about the

related party transactions before we

State the compliance about the related

party transactions or we fill the fifth

part of corporate governance report one

must ensure that they have gone through

the regulation 23 of codr and other

regulations of the loader and companies

act as well to State the compliance

whether they have fully complied with

the related party transactions and the

provisions as well because it asked

whether the prior approval of audit

committee has been obtained or not the

shareholder approval has been obtained

for the material related party

transactions and the details of related

party entered into pursuant to the

Omnibus approval has been reviewed by

the audit committee or not so while we

fill the

fifth part of our anexa one related

party transactions one must go through

the other regulation specifically

regulation 23 to state that the company

has fulfilled all the compliances have

done all the compliances or not on

related party transaction there are

somebody has put a question we have to

find the related party transaction and

quartly results inl and all the stock

exchanges separately on the same date

that is what he's asking then there's

another question is there what is the

time limit within which and the PDF and

related party trans the result should be

filed with the stock exchange that is

question the date of the appointment of

the CG report is actual date of

appointment or when the director is

regularized at the general

meeting is rpt mentioned in the part

five of the Reg 27 is during the quarter

year I think the first question which

was on uh uh PDF versus xbrl so xbrl

filing is not uh separately

mandated uh ideal condition is that you

file simultaneously on the same day and

make it available at the same time with the

the

exchanges although there are so many uh

requirement related to xbrl for example

there is requirement of brsr which is a

very uh voluminous document and many

time when you uh try to file xbrs the

format is also changing so once you have

filled that that may go with NSE it may

not go with BC it may go with BC it may

not go with NSE so many time those

technices are also involved into xbrl

filing but I think I think both the

exchanges are uh aware of this and uh

they help you support you when you were

facing any difficulty I have not come

across any situation uh which I would

fighting the question you want to take

at now or at the end of the session

yeah we can take at the end of the

session I think yeah that will be better

and somebody is also asking that what

are the consequence his question is

relevant that what are the consequences

in case independent director vacancy is

resignation I think if number of

independent director uh that condition

is met then there is no repercussion if

number of independent director is not

met then of course there is uh

consequences and uh safy provision provides

provides

consequences uh for different provisions

and there is Consolidated provision also

so one has to see those aspect and then

see what what may be coming up and I

would say most of these are corporate

governance requirement so sayb notices

coming itself is is uh is very big uh in

terms of of the compliance requirement

and how uh investor and everyone else

see so it is not like uh some small

penalty which is there in the ACT

company act or somewhere else uh but

once you are listed and it's CB

regulation on corporate governance they

all work currently at least at a very uh

severe level uh uh not because there is

penalty but because it's a governance

concern that the is facing and the

investors and everyone is looking at you

from that

lens and uh I won't see that companies

will take it lightly that any governance

open so it will be viewed very seriously

forget about compliance but as a the

competent part on the part of company

towards compliance and governance rather

than penalty as a main area of right

right thanks thank for

you in fact the recent c c has actually

come out on the fine and penalties more

or less in the line with the company act

that means you know on the continuing

offenses penalty what is being done in

the company s so similarly they are also

putting the framework on that but anyway

I have not seen as such any case law not

come across but as R said it's a

governance issue days to come we will

definitely see the regulator will

definitely take it very seriously but on

the other hand there have been certain

cases where the independent director

position was not filled up within the

time limit under the company site there

are various adjudication officer under

the MCA under the company act not under

the CB they have actually caused the

adjudication order heavily penalizing

the company and the other board people

that is

great yeah yeah thank you just just I

want to add one more thing also is that

sometimes it may so happen whenever the

non-compliances are taking place C may

not act

immediately but certainly what happens

is that any kind of non-compliances are

going to be there on record the reason

being the secretary auditor has to

qualify that whether it is under secret

audit or suppose secr compliance report

so that is going to be there definitely

in the public domain so the proxy

advisory forms are taking a note of that

the stakeholders are taking a note of

that and simly in future whenever you

require C clearances that point of time

all these kind of non-compliances will

come to your and they become a headache

for you so and second thing is Corporate

governance means what corporate

governance means it is expecting

impeccable compliances from you entire

chapter 4 talks about nothing but

corporate governance only and there also

if we say that suppose if I non comply

what kind of penal Provisions are there

actually the thought should not come

number two as far as this compliance

governance report which is to be

submitted to C on quarterly basis half

yearly basis and yearly basis if I'm not

wrong this were introduced in 2018 prior

to that it was a very what's called as

Bland report we used to do it there is

nothing there in that except the tick

boox kind of exercise if you see this

report it talks about board composition

committee composition how many board

meetings have taken place who have

attended who have not attended Quorum is

there or not there similarly in case of

related party transactions it is asking

you have you done this have you done

this have you done this it is nothing

but checks and balances by any chance

any kind of mistake or non-compliance

takes place while you are Furnishing

this report it will automatically come

to your knowledge so this corporate

governance report if one take it

seriously and in fact you know at one

point of time when this was introduced

we thought that we will prepare on

monthly basis so that instead of after 3 months you come to know about any

months you come to know about any non-compliance you will come to know on

non-compliance you will come to know on monthly basis only so as a company

monthly basis only so as a company secretary when you are heading the group

secretary when you are heading the group there maybe n number of companies might

there maybe n number of companies might be there so though they are not listed

be there so though they are not listed companies as such though they don't need

companies as such though they don't need to file with the What's called the stock

to file with the What's called the stock exchanges when you have material

exchanges when you have material subsidiaries or major subsidiaries we

subsidiaries or major subsidiaries we can also introduce these kind of formats

can also introduce these kind of formats there to so that the company secretary

there to so that the company secretary who is heading the group can have the

who is heading the group can have the checks and balances in place and he can

checks and balances in place and he can have a kind of comfort we have

have a kind of comfort we have introduced this particular thing for our

introduced this particular thing for our major subsidiaries when I was working

major subsidiaries when I was working with

with relance yeah one more one more thing sud

relance yeah one more one more thing sud I just wanted to know for my own

I just wanted to know for my own interest the regulator can go how many

interest the regulator can go how many years back for the non-compliances

years back for the non-compliances initiating action

initiating action I don't see there is no there is no time

I don't see there is no there is no time limitation I think if I'm not wrong

limitation I think if I'm not wrong there is no limitation Act applies as

there is no limitation Act applies as far as you non comp things are if you

far as you non comp things are if you see the Sahara case I think two days

see the Sahara case I think two days back only chairperson sh has given

back only chairperson sh has given statement that uh the the legal issues

statement that uh the the legal issues is related to the company which is a

is related to the company which is a judical person and natural person will

judical person and natural person will come and go right the investigation

come and go right the investigation go uh so with that lens I would say

go uh so with that lens I would say that once those things are committed

that once those things are committed probably it will take it own recourse

probably it will take it own recourse and there is no such

and there is no such limit at least

limit at least in cly one thing is there but certainly

in cly one thing is there but certainly one thing is there that the directors

one thing is there that the directors who were not there at that point of time

who were not there at that point of time when the non-compliance has taken place

when the non-compliance has taken place they will not be held responsible for

they will not be held responsible for sure yeah yeah that's very clearly

sure yeah yeah that's very clearly provided in both why ask this question

provided in both why ask this question is I think one of The Roc of

is I think one of The Roc of Rajasthan he actually passed the

Rajasthan he actually passed the adjudication order recently in the year

adjudication order recently in the year 20123 for the offenses starting from

20123 for the offenses starting from 20156 onwards that means going back

20156 onwards that means going back almost about 20156 to 20238 n years back

almost about 20156 to 20238 n years back that is why I asked this

that is why I asked this question B if I'm not wrong a couple of

question B if I'm not wrong a couple of years I think one one and a half year

years I think one one and a half year before a question was rised the r can

before a question was rised the r can take care I mean rise issues or take up

take care I mean rise issues or take up the matter which was non-c compliance

the matter which was non-c compliance under the companies act 20 sorry

under the companies act 20 sorry 1956 because now the companies act 1956

1956 because now the companies act 1956 is no more in existence the answer to

is no more in existence the answer to that is very much and Ros is very much

that is very much and Ros is very much within his powers to ensure that any

within his powers to ensure that any kind of non-compliance is taken under

kind of non-compliance is taken under the S act also because there is no

the S act also because there is no Sunset Clause as far as that is

concerned yeah that is true in fact there have been offens of 1956 which

there have been offens of 1956 which they taking up and they actually

they taking up and they actually finalizing it yes but the only thing is

finalizing it yes but the only thing is now what happens is in certain things

now what happens is in certain things the maintenance of the records of the

the maintenance of the records of the company there is a you know guidelines

company there is a you know guidelines or things there that you know to

or things there that you know to maintain the records only for the period

maintain the records only for the period of 8 years 8 years 8 years that is the

of 8 years 8 years 8 years that is the question so if they go back to 15 years

question so if they go back to 15 years back what the companies do that was the

back what the companies do that was the thing which came into my

thing which came into my mind see there are certain records 8

mind see there are certain records 8 years there are certain records for 16

years there are certain records for 16 years and there are certain records in

years and there are certain records in perpetuity okay so wherever that 8 years

perpetuity okay so wherever that 8 years period is over maybe you may be able to

period is over maybe you may be able to take an excuse look we cannot

take an excuse look we cannot substantiate our claims and all because

substantiate our claims and all because that we have destroyed the records but

that we have destroyed the records but one thing please remember there is a

one thing please remember there is a proper procedure is there for

proper procedure is there for destruction of Records if you are not

destruction of Records if you are not complied with that and you are simply

complied with that and you are simply saying that I have destroyed the records

saying that I have destroyed the records and all it may not be accepted also so

and all it may not be accepted also so anyway that that these are all going to

anyway that that these are all going to be some legal repercussions will be

be some legal repercussions will be there one need to argue based on the

there one need to argue based on the situation and

situation and circumstances yeah that is right that's

circumstances yeah that is right that's right yeah go

ahead of cyber security incidents as discussed earlier also here we have to

discussed earlier also here we have to put the details about the event it has

put the details about the event it has happened in this uh table we also have

happened in this uh table we also have to specify the date of the event and the

to specify the date of the event and the brief details about the event that has

brief details about the event that has happened like breach of Lo breach or

happened like breach of Lo breach or loss of data is there so we have

loss of data is there so we have to give the status about this also in

to give the status about this also in our corporate governance

our corporate governance report just one minute one minute n

report just one minute one minute n please go

please go back one thing is coming to my mind know

back one thing is coming to my mind know when this uh this particular column is

when this uh this particular column is to be filled in whether as per

to be filled in whether as per regulation 272 blah blah blah there is

regulation 272 blah blah blah there is has been any cyber security incidents or

has been any cyber security incidents or breaches can it be said like this by

breaches can it be said like this by there are very minor negligible cyber

there are very minor negligible cyber related security related issues are

related security related issues are there okay which have been taken care of

there okay which have been taken care of in the normal course of uh in in the

in the normal course of uh in in the normal course can it be mentioned like

normal course can it be mentioned like that instead of leaving it blank altoe

that instead of leaving it blank altoe yeah yeah there there can be different

yeah yeah there there can be different permutation combinations of what you can

permutation combinations of what you can report and if you report brief details

report and if you report brief details of the event is also there right so what

of the event is also there right so what kind of incident has happened I think a

kind of incident has happened I think a robers process around it is required

robers process around it is required internally in the company uh the IT team

internally in the company uh the IT team the security team the compliance team

the security team the compliance team they need to have a discussion that this

they need to have a discussion that this is the reporting requirement what

is the reporting requirement what process we have to follow on a monthly

process we have to follow on a monthly basis what you said for CZ that works

basis what you said for CZ that works bit better so that you are proactively

bit better so that you are proactively ready what is happening and what exactly

ready what is happening and what exactly you are going to

you are going to report uh for those portter where you

report uh for those portter where you don't have any such incident I think

don't have any such incident I think they are easy one but when the incident

they are easy one but when the incident is there that is the time when you have

is there that is the time when you have to be more I would say in the discussion

to be more I would say in the discussion and uh explore what happened uh what

and uh explore what happened uh what were the corrective measures taken what

were the corrective measures taken what was the impact on the company so more

was the impact on the company so more detail has to be given in that

case yeah the second annexure is about the

yeah the second annexure is about the website disclosure it has to be

website disclosure it has to be submitted at the end of the financial

submitted at the end of the financial year the listed entities are required to

year the listed entities are required to provide the information on the website

provide the information on the website they have to place some informations on

they have to place some informations on the website of the company so this

the website of the company so this unasur deals whether the company has

unasur deals whether the company has compliance with this or not specific

compliance with this or not specific regulation that is regulation 46 of sa

regulation that is regulation 46 of sa lodr mentions that every listed entity

lodr mentions that every listed entity shall maintain a functional website and

shall maintain a functional website and it also specifies the list of

it also specifies the list of disclosures to be placed on on the

disclosures to be placed on on the website the compliance of the same has

website the compliance of the same has to be disclosed in this report and in

to be disclosed in this report and in case if there is any non compliance the

case if there is any non compliance the reason of non-compliance also has to be

reason of non-compliance also has to be mentioned in the report so this was an

mentioned in the report so this was an exure two of corporate governance report

exure two of corporate governance report moving to our third anure anure third is

moving to our third anure anure third is to be submitted at the end of 6 month

to be submitted at the end of 6 month from the close of the financial year

from the close of the financial year this anure deals with the compliance

this anure deals with the compliance status of disclosure on website of the

status of disclosure on website of the copy of annual report presence of

copy of annual report presence of chairperson of audit committee

chairperson of audit committee nomination remuneration committee and

nomination remuneration committee and stakeholder committee at the AGM of the

stakeholder committee at the AGM of the company disclosure of Secretarial audit

company disclosure of Secretarial audit report of the listed entity and the

report of the listed entity and the material subsidiaries in the annual

material subsidiaries in the annual report submission of annual secretarial

report submission of annual secretarial compliance report and compliance

compliance report and compliance regarding disclosure of corporate

regarding disclosure of corporate corporate governance report in its

corporate governance report in its annual report so here we have to State

annual report so here we have to State the compliances whether the company has

the compliances whether the company has compliance with these regulations or

not aure for it is to be submitted on half yearly basis the this uh nure deals

half yearly basis the this uh nure deals with the disclosure of loans guarantee

with the disclosure of loans guarantee Comfort letters and securities that are

Comfort letters and securities that are given by a listed entity to any promoter

given by a listed entity to any promoter or promoter group or directors or campy

or promoter group or directors or campy or any other entity that is controlled

or any other entity that is controlled by them so here the details about the

by them so here the details about the loan or guarantee that is given by the

loan or guarantee that is given by the listed entity all the details like

listed entity all the details like amount outstanding aggregate amount

amount outstanding aggregate amount given we have to disclose in this

given we have to disclose in this anure further this report has to be

anure further this report has to be signed either by the compliance officer

signed either by the compliance officer or the chief executive officer of the

or the chief executive officer of the listed entity and as I have said earlier

listed entity and as I have said earlier once it is filled it is validated once

once it is filled it is validated once it is successfully validated and XML is

it is successfully validated and XML is generated and the XML is to be submitted

generated and the XML is to be submitted to the BC and NSA Stock Exchange if the

to the BC and NSA Stock Exchange if the listed entity is listed on both the

listed entity is listed on both the stock exchange so this is is how

stock exchange so this is is how Corporate governance report is being

Corporate governance report is being submitted to the stock

exchange so this was the obligation this was the regulation 26 26a and 27

was the regulation 26 26a and 27 obligations with respect to promoters

obligations with respect to promoters directors KMP and all the details about

directors KMP and all the details about the corporate governance report that we

the corporate governance report that we have to submit to the stock exchange

have to submit to the stock exchange thank you so

much I think we'll go through the questions which are there

actually is it required to have the NRC meeting for the appointment of the

meeting for the appointment of the Senior Management personel is it

Senior Management personel is it actually not possible in a big and

actually not possible in a big and midcap companies as soon

midcap companies as soon as one

minute uh it is required to have a NRC meeting

uh it is required to have a NRC meeting for the appointment of the Senior

for the appointment of the Senior Management personal question number one

Management personal question number one is it required it is not possible for

is it required it is not possible for the big and midcap companies as all the

the big and midcap companies as all the senior personel one level below MD wdd

senior personel one level below MD wdd is

covered maybe I would respond to this Senior Management people are not unknown

Senior Management people are not unknown a lot of people right they are

a lot of people right they are identified they are known people and

identified they are known people and there is there has to be clear proc in

there is there has to be clear proc in the organization that these are the

the organization that these are the Senior Management board has to uh align

Senior Management board has to uh align with it and then you should have a

with it and then you should have a process which is taking care of the

process which is taking care of the compliances whether it is succession

compliances whether it is succession planning whether it is disclosure about

planning whether it is disclosure about their appointment

their appointment resignation uh there are so many other

resignation uh there are so many other uh Provisions which gets attached to it

uh Provisions which gets attached to it even if we see inside the company of

even if we see inside the company of course uh the company has to uh uh deal

course uh the company has to uh uh deal with Senior Management and uh

with Senior Management and uh uh uh take care of uh the NRC

uh uh take care of uh the NRC expectation with respect to Senior

expectation with respect to Senior Management and how they're moving how is

Management and how they're moving how is their compensation structured so I I

their compensation structured so I I don't see that uh there is any challenge

don't see that uh there is any challenge in having a process where you first

in having a process where you first Define the Senior Management and then uh

Define the Senior Management and then uh uh you uh have a process to uh give you

uh you uh have a process to uh give you a better compart on compliance there may

a better compart on compliance there may be a situation that uh Senior Management

be a situation that uh Senior Management resigns on a particular day

resigns on a particular day and uh uh that information how fast

and uh uh that information how fast travels to you as company secretary is

travels to you as company secretary is something that uh one has to work on and

something that uh one has to work on and how the wiring inside the organization

how the wiring inside the organization is being done that will depend on how

is being done that will depend on how quickly you are informed and uh you are

quickly you are informed and uh you are in control of the

in control of the compliance yes another question has come

compliance yes another question has come but I think this question

but I think this question is not at all relevant at all I already

is not at all relevant at all I already told us to raise it separate next okay

told us to raise it separate next okay MD of the listed company can invest the

MD of the listed company can invest the new and existing startup of individual

new and existing startup of individual business or Pro family number is this

business or Pro family number is this transaction is covered under regulation

transaction is covered under regulation 26 or not I think regulation 26 is very

26 or not I think regulation 26 is very clear that uh Securities of the company

clear that uh Securities of the company is is the key right so if the

is is the key right so if the compensation of the profit which is

compensation of the profit which is which is part of the agreement is coming

which is part of the agreement is coming from the Securities of the company right

from the Securities of the company right so if say you are having shares of X

so if say you are having shares of X limited and you are

limited and you are agreeing for some compensation or profit

agreeing for some compensation or profit mechanism out of those X limited shares

mechanism out of those X limited shares then only this uh is applicable uh any

then only this uh is applicable uh any other support that MD is uh going to

other support that MD is uh going to give uh to the subsidiary or new company

give uh to the subsidiary or new company or family business that may not be

or family business that may not be attracted depending on the situation it

attracted depending on the situation it has to be

has to be evaluated so the you want to add

evaluated so the you want to add something yeah I agree with you I agree

something yeah I agree with you I agree with you I don't have much to add

with you I don't have much to add further on

further on that consequences of the not feeling the

that consequences of the not feeling the independent director that we already

independent director that we already discussed next policies which are also

discussed next policies which are also required to maintain by the listed

required to maintain by the listed company uh in respect of the today's

topic sorry I I I getting what is it yeah yeah see that know you can say that

yeah yeah see that know you can say that you have to that NRC has to have a

you have to that NRC has to have a remuneration policy if you want to have

remuneration policy if you want to have that thing you know because say for

that thing you know because say for example there should be a policy

example there should be a policy according to me for selection of they

according to me for selection of they have to establish the criteria of

have to establish the criteria of independent director similarly they have

independent director similarly they have to also have a policy for selection and

to also have a policy for selection and recruitment of the KMS or Senior

recruitment of the KMS or Senior Management people so NRC because we are

Management people so NRC because we are discussing with some to some extent NRC

discussing with some to some extent NRC related also those policies may come up

related also those policies may come up here so remuneration policy is one of

here so remuneration policy is one of the major thing which I can talk about

the major thing which I can talk about compensation includes what please guide

compensation includes what please guide with the

with the example maybe compensation has a normal

example maybe compensation has a normal connotation right and it is very very

connotation right and it is very very wide uh what can be considered as

wide uh what can be considered as compensation so I would not like to

compensation so I would not like to limit it depending on situation what you

limit it depending on situation what you get in return of uh having agreement has

get in return of uh having agreement has some consideration right so any

some consideration right so any consideration can be compensation uh in

consideration can be compensation uh in this

this Pro the date of the appointment the

Pro the date of the appointment the corporate Governor report is actual date

corporate Governor report is actual date of the appointment or when the director

of the appointment or when the director is actually regularized at the general

is actually regularized at the general meeting it's actual date of appointment

meeting it's actual date of appointment date of appointment only one which is it

date of appointment only one which is it will be right from the day actually

will be right from the day actually yeah is RBT mention in a part five of

yeah is RBT mention in a part five of the regulation 27 is during the quarter

the regulation 27 is during the quarter or for the whole year for CG it is

or for the whole year for CG it is during the quarter what is required to

during the quarter what is required to reported because every quarter you are

reported because every quarter you are filing this report and it uh pertains to

filing this report and it uh pertains to that quarter whatever information is

that quarter whatever information is being filed if the listed company have

being filed if the listed company have the executive director Finance is the

the executive director Finance is the company requ only just just B one minute

company requ only just just B one minute I want to add only one thing here when

I want to add only one thing here when you are reporting in the quarterly basis

you are reporting in the quarterly basis in the corporate governance report your

in the corporate governance report your RPD transactions and again when you are

RPD transactions and again when you are reporting RPD transactions under

reporting RPD transactions under 239 please ensure the compatibility is

239 please ensure the compatibility is there between those two these two

there between those two these two reporting at the same point of time at

reporting at the same point of time at the end of the year what you are going

the end of the year what you are going to furnish in your annual report rpt

to furnish in your annual report rpt transactions they should not be in

transactions they should not be in contradiction with each other so one

contradiction with each other so one need to be very careful while reporting

need to be very careful while reporting this quarterly half yearly or yearly

this quarterly half yearly or yearly transactions and even the company

transactions and even the company secretaries who are going to audit

secretaries who are going to audit secretary audit or comp certificate they

secretary audit or comp certificate they have to focus upon this particular issue

have to focus upon this particular issue also they have to have the cross check

also they have to have the cross check wherever it is required otherwise

wherever it is required otherwise tomorrow if there there is a kind of

tomorrow if there there is a kind of what's called as the compatibility

what's called as the compatibility issues are there even the aitor

issues are there even the aitor negligence Also may come

negligence Also may come up yeah yeah rpt is an area where not

up yeah yeah rpt is an area where not only accuracy but quality of disclosure

only accuracy but quality of disclosure is also relevant now because you are

is also relevant now because you are making multiple disclosure and uh F

making multiple disclosure and uh F weather you are reporting everything uh

weather you are reporting everything uh reporting correctly both are very

reporting correctly both are very relevant if a listed company have the

relevant if a listed company have the executive director Finance is the

executive director Finance is the company required to appoint

company required to appoint CFO one has to designate him as CF yeah

CFO one has to designate him as CF yeah the executive director will be actually

the executive director will be actually a CFO but they all to designate him as a

a CFO but they all to designate him as a CFO

yeah can you please that resolution under 203 should be passed

yeah can you please guide me on the procedure of the destruction of

procedure of the destruction of documents document retention policy has

documents document retention policy has to be framed that's a requirement anyway

to be framed that's a requirement anyway and that

and that contains uh how the uh uh when it is uh

contains uh how the uh uh when it is uh the document has Ser the purpose or uh

the document has Ser the purpose or uh when it completes the number of years

when it completes the number of years for which it is required to be M how it

for which it is required to be M how it should be destructed right so the

should be destructed right so the process has to be followed it's not uh

process has to be followed it's not uh oneliner or it's not something that can

oneliner or it's not something that can can be given as as a

tablet big I would say it's a very big exercise I would say it takes two three

exercise I would say it takes two three months when you

actually as a good corporate governance NRC may consider and review succession

NRC may consider and review succession plan of the senior management team when

plan of the senior management team when on annual planning and budgeting

on annual planning and budgeting proposals are being considered I think

proposals are being considered I think this is the

this is the view I think that is all I think so

view I think that is all I think so there nothing else is left out I have

there nothing else is left out I have already taken all the

already taken all the questions

questions yeah there is one question added just

yeah there is one question added just now if we are appointing below one level

now if we are appointing below one level official is it required to take approval

official is it required to take approval of NRC and intimation to be given to

of NRC and intimation to be given to Stock

Exchange see that one level below one level official means

level below one level official means what I presume that it is below one

what I presume that it is below one level below the board so it comes under

level below the board so it comes under the definition of Senior Management we

the definition of Senior Management we already answered that question yeah that

already answered that question yeah that is right because one level below means

is right because one level below means it is a Senior Management that is all

it is a Senior Management that is all the Deion

the Deion goes okay I we have covered all the

goes okay I we have covered all the question answer and chat box yeah that

question answer and chat box yeah that is right yeah n before we close I would

is right yeah n before we close I would like to express my sincere appreciation

like to express my sincere appreciation to you we nicely presented very briefly

to you we nicely presented very briefly put up everything together and explained

put up everything together and explained very nicely or done a wonderful job I

very nicely or done a wonderful job I must really a re and appreciate DPI your

must really a re and appreciate DPI your word

word final yeah thanks Mr and for your time

final yeah thanks Mr and for your time sharing your experience

sharing your experience knowledge and thanks a lot for and we

knowledge and thanks a lot for and we will like to invite you in future also

will like to invite you in future also thanks thanks sakar thanks Mr Bala

thanks thanks sakar thanks Mr Bala thanks nja thanks everyone for your time

thanks nja thanks everyone for your time and support and

and support and contribution thank you thank you God

contribution thank you thank you God bless you

bless you all thank

all thank you thanks a lot to everyone have a good

you thanks a lot to everyone have a good weekend we meet yet again next

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