34.(1) The listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.
(2) The annual report shall contain the following:
(b)consolidated financial statements audited by its statutory auditors;
(c)cash flow statement presented only under the indirect method as prescribed in Accounting Standard-3 or Indian Accounting Standard 7, as applicable, specified in Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or as specified by the Institute of Chartered Accountants of India, whichever is applicable;
(e)management discussion and analysis report – either as a part of directors report or addition thereto;
(f)for the top
hundred listed entities based on market capitalization (calculated as on March 31 of every financial year), describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board from time to time:
Provided that listed entities other than top
100 listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these business responsibility reports on a voluntary basis in the format as specified.
Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Amendment)Regulations, 2016 dated 25/05/2016 w.e.f 01.04.2016
SEBI Circular CIR/CFD/CMD/10/2015 dated 04/11/2015
LODR – SCHEDULE V
[See Regulation 34(3) and 53(f)]
A. Related Party Disclosure:
1. The listed entity shall make disclosures in compliance with the Accounting Standard on “Related Party Disclosures”.
2. The disclosure requirements shall be as follows:
|Sr.no.||In the accounts of||Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.|
|• Loans and advances in the nature of loans to subsidiaries by
name and amount.
• Loans and advances in the nature of loans to associates by name and amount.
• Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.
|2||Subsidiary||Same disclosures as applicable to the parent company in the
accounts of subsidiary company.
|Investments by the loanee in the shares of parent company and
subsidiary company, when the company has made a loan or advance in the nature of loan.
For the purpose of above disclosures directors’ interest shall have the same meaning as given in Section 184 of Companies Act, 2013.
3. The above disclosures shall be applicable to all listed entities except for listed banks.
B. Management Discussion and Analysis:
1. This section shall include discussion on the following matters within the limits set by the listed entity’s competitive position:
a. Industry structure and developments.
b. Opportunities and Threats.
c. Segment–wise or product-wise performance.
e. Risks and concerns.
f. Internal control systems and their adequacy.
g. Discussion on financial performance with respect to operational performance.
h. Material developments in Human Resources / Industrial Relations front, including number of people employed.
2. Disclosure of Accounting Treatment:
Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with 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.
C. Corporate Governance Report: The following disclosures shall be made in the section on the corporate governance of the annual report.
1. A brief statement on listed entity’s philosophy on code of governance.
2. Board of directors:
a. composition and category of directors (e.g. promoter, executive, non-executive, independent non-executive, nominee director – institution represented and whether as lender or as equity investor);
b. attendance of each director at the meeting of the board of directors and the last annual general meeting;
c. number of other board of directors or committees in which a directors is a member or chairperson;
d. number of meetings of the board of directors held and dates on which held;
e. disclosure of relationships between directors inter-se;
f. number of shares and convertible instruments held by non- executive directors;
g. web link where details of familiarisation programmes imparted to independent directors is disclosed.
3. Audit committee:
a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meetings and attendance during the year.
4. Nomination and Remuneration Committee:
a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meeting and attendance during the year;
d. performance evaluation criteria for independent directors.
5. Remuneration of Directors:
a. all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity shall be disclosed in the annual report;
b. criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity’s website and reference drawn thereto in the annual report;
c. disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:
i. all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;
ii. details of fixed component and performance linked incentives, along with the performance criteria;
iii. service contracts, notice period, severance fees;
iv. stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.
6. Stakeholders’ grievance committee:
a. name of non-executive director heading the committee;
b. name and designation of compliance officer;
c. number of shareholders’ complaints received so far;
d. number not solved to the satisfaction of shareholders;
e. number of pending complaints.
7. General body meetings:
a. location and time, where last three annual general meetings held;
b. whether any special resolutions passed in the previous three annual general meetings;
c. whether any special resolution passed last year through postal ballot – details of voting pattern;
d. person who conducted the postal ballot exercise;
e. whether any special resolution is proposed to be conducted through postal ballot;
f. procedure for postal ballot.
8. Means of communication:
a. quarterly results;
b. newspapers wherein results normally published;
c. any website, where displayed;
d. whether it also displays official news releases; and
e. presentations made to institutional investors or to the analysts.
9. General shareholder information:
a. annual general meeting – date, time and venue;
b. financial year;
c. dividend payment date;
d. the name and address of each stock exchange(s)at which the listed entity’s securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s);
e. stock code;
f. market price data- high, low during each month in last financial year;
g. performance in comparison to broad-based indices such as BSE sensex, CRISIL Index etc;
h. in case the securities are suspended from trading, the directors report shall explain there as on thereof;
i. registrar to an issue and share transfer agents;
j. share transfer system;
k. distribution of shareholding;
l. dematerialization of shares and liquidity;
m. outstanding global depository receipts or american depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity;
n. commodity price risk or foreign exchange risk and hedging activities;
o. plant locations;
p. address for correspondence.
10. Other Disclosures:
a. disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large;
b. details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years;
c. details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee;
d. details of compliance with mandatory requirements and adoption of the non-mandatory requirements;
e. web link where policy for determining ‘material’ subsidiaries is disclosed;
f. web link where policy on dealing with related party transactions;
g. disclosure of commodity price risks and commodity hedging activities.
11. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed.
12. The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted.
13. The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report.
D. Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.
E. Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.
F. Disclosures with respect to demat suspense account/ unclaimed suspense account
1. The listed entity shall disclose the following details in its annual report,as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable:
a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;
b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year;
c. number of shareholders to whom shares were transferred from suspense account during the year;
d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;
e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.