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1 GENERAL MEETINGS BOARD MEEETINGS H.S. GROVER GROUP HEAD LEGAL & SECRETARIAL VARUN BEVERAGES LIMITED CS H.S. GROVER, PAST CHAIRMAN NIRC 1

2 LEGISLATIVE PROCESS RAJYA SABHA ON ASSENT RULES (PART) NOTIFIED (OPEN FOR COMMENTS/SUGGESTIONS ON MCA SITE) SECTIONS (98) IN FORCE CS H.S. GROVER, PAST CHAIRMAN NIRC 2

3 GIVE A MAN A FISH AND HE EATS FOR A DAY TEACH A MAN TO CATCH A FISH AND HE EATS FOR LIFE TIME CS H.S. GROVER, PAST CHAIRMAN NIRC 3

4 BROAD CHANGES PENALTIES INCREASED FOR DEFAULTS MALAFIDE ACTS IMPRISONMENT PROVIDED E VOTING AND E RECORDS BROUGHT IN THE BILL AS AGAINST CIRCULARS THRESHHOLD LIMIT OF HOLDING OF MEMBERS INCREASED TO MOVE THE MACHINERY TO CURB FRIVOLOUS REQUESTS ONE MAN & SMALL COMPANY RELATED PARTY INTERESTED MEMBERS NOT TO VOTE FOR SPECIAL RESOLUTION CS H.S. GROVER, PAST CHAIRMAN NIRC 4

5 GENERAL MEETINGS NOTICE 101 (171, 172) GENERAL MEETING NOTICE NOT LESS THAN CLEAR TWENTY ONE DAYS EITHER IN WRITING OR THROUGH ELECTRONIC MODE IN SUCH MANNER AS MAY BE PRESCRIBED. SHORTER NOTICE 95% (EARLIER 100% FOR AGM) NOTICE TO EVERY MEMBER, (LR), AUDITOR, DIRECTOR (DIRECTOR ADDED) CS H.S. GROVER, PAST CHAIRMAN NIRC 5

6 GENERAL MEETING 102 (173) ORDINARY BUSINESS SPECIAL BUSINESS NO CHANGE EXPLANATORY STATEMENT: MATERIAL FACTS FOR SPECIAL BUSINESS + NATURE OF INTEREST (FINANCIAL OR OTHERWISE) IN R/O: EVERY DIRECTOR/MANAGER EVERY OTHER KMP AND RELATIVE(S) THEREOF CS H.S. GROVER, PAST CHAIRMAN NIRC 6

7 EXPLANATORY STATEMENT 102 ALSO GIVE ANY OTHER INFO AND FACTS THAT ENABLE MEMBERS TO UNDERSTAND. CS H.S. GROVER, PAST CHAIRMAN NIRC 7

8 EXPLANATORY STATEMENT 102 (173) IF DUE TO NON OR INSUFFICIENT DISCLOSURE ANY BENEFIT ACCRUES TO SUCH MANAGERIAL PERSONNEL OR THEIR RELATIVE, DIRECTLY OR INDIRECTLY, SUCH BENEFIT RECOVERABLE APART FROM FINE RS.50,000/ OR 5 TIMES OF SUCH BENEFIT WHICHEVER IS MORE CS H.S. GROVER, PAST CHAIRMAN NIRC 8

9 GENERAL MEETING : QUORUM 103 (174) PUBLIC COMPANY QUORUM: FIVE UPTO 1000 FIFTEEN FOR MORE THAN 1000 AND UPTO 5000 THIRTY FOR MORE THAN 5000 ON MEETING DATE (SECTION 103 ALREADY IN FORCE FROM ) ARTICLES COULD PROVIDE HIGHER CS H.S. GROVER, PAST CHAIRMAN NIRC 9

10 QUORUM 103 (174) NOW ADJOURN TO SAME DAY/TIME IN NEXT WEEK OR SUCH OTHER DAY WHICH IS DECIDED BY BOARD + NOT LESS THAN THREE DAYS NOTICE INDIVIDUALLY OR ADVERTISEMENT IN ENGLISH + VERNACULAR LANGUAGE. IF QUORUM NOT PRESENT MEMBERS PRESENT TO FORM QUORUM IF QUORUM NOT PRESENT (EARLIER ARTICLES COULD PROVIDE DIFFERENTLY 174(2) : CS H.S. GROVER, PAST CHAIRMAN NIRC 10

11 PROXIES 105 (176) SAME AS IN EARLIER 176 NOW A PERSON CAN ACT AS PROXY FOR MEMBERS NOT EXCEEDING 50 OR FOR SUCH NUMBER OF SHARES AS PRESCRIBED (THIS PART OF SECTION NOT YET IN FORCE) 48 HOURS + INSPECTION PROVISIONS SAME INVITATION FOR APPOINTMENT OF A Proxies(S) AT THE EXPENSE OF COMPANY PENALTY RS. ONE LAC (EARLIER 10000/ 176{4}). CS H.S. GROVER, PAST CHAIRMAN NIRC 11

12 E VOTING 108 (NEW) CENTRAL GOVERNMENT MAY PRESCRIBE THE CLASS OR CLASSES OF COMPANIES AND MANNER IN WHICH A MEMBER MAY EXERCISE HIS RIGHT TO VOTE BY ELECTRONIC MEANS (EARLIER E VOTING FOR POSTAL BALLOT MANDATORY FOR TOP 500 LISTED COMPANIES AS PER SEBI CIRCULAR DT. 13 TH JULY, 2012). CS H.S. GROVER, PAST CHAIRMAN NIRC 12

13 POLL 109 (179) POLL COULD BE DEMANDED BY MEMBER/PROXY ENTITLED TO VOTE ON POLL HOLDING SHARES WITH RS.5,00,000/ PAID UP OR SUCH HIGHER AMOUNT AS MAY BE PRESCRIBED (EARLIER 50,000) OR 1/10 TH AS EARLIER CS H.S. GROVER, PAST CHAIRMAN NIRC 13

14 MINUTES 118 (193) PROVISIONS SAME AS IN 193 EXCEPT: EVERY COMPANY TO MAINTAIN (WITHIN 30 DAYS) MINUTES OF EVERY MEETING OF ANY CLASS OF SHAREHOLDERS / CREDITORS AND EVERY RESOLUTION PASSED BY POSTAL BALLOT PREPARE AND SIGN IN SUCH MANNER AS MAY BE PRESCRIBED. NOW EVERY CLASS OF SHs OR CREDITORS & RESOLUTIONS PASSED BY POSTAL BALLOT TO MAINTAIN MINUTES THEREOF CS H.S. GROVER, PAST CHAIRMAN NIRC 14

15 MINUTES 118 (193) SECRETARIAL STANDARDS OF ICSI APPROVED BY GOVERNMENT MANDATORY 118(10) NON COMPLIANCE PENALTY RAISED TO 25 K FOR COMPANY AND 5 K FOR OFFICER IN DEFAULT. (EARLIER 500/ FOR CO AS WELL AS EVERY OFFICIER IN DEFAULT) NEW 118(12) : TEMPERING WITH MINUTES PUNISHABLE WITH IMPRISONMENT FOR A TERM UPTO 2 YEARS AND FINE MINM 25 K TO 1 LAC CS H.S. GROVER, PAST CHAIRMAN NIRC 15

16 ANNUAL RETURN 92 ( ) ANNUAL RETURN MADE UPTO CLOSE OF FY (EARLIER UPTO DATE OF AGM) IN 60 DAYS OF AGM, OR 60 DAYS WHEN AGM WAS OUGHT TO HAVE BEEN HELD. SIGNED BY A DIRECTOR AND CO. SECRETARY WHERE NO CS BY CS IN PRACTICE. 92(1)(k). (EARLIER BY DIRECTOR & MANAGER/SECRETARY WHERE NO MANAGER/SECY BY TWO DIRECTORS, INCLUDING MD WHERE IS THERE IS ONE. CS H.S. GROVER, PAST CHAIRMAN NIRC 16

17 ANNUAL RETURN 92 ( ) IN CASE OF ONE MAN COMPANY OR SMALL COMPANY BY CS OR WHERE NO CS, BY A DIRECTOR IN CASE OF LISTED COMPANY A.R. CERTIFIED BY COMPANY SECRETARY IN PRACTICE CS H.S. GROVER, PAST CHAIRMAN NIRC 17

18 ANNUAL RETURN 92 ( ) IN CASE OF COMPANIES WITH PAID UP CAPITAL AND TURNOVER AS MAY BE PRESCRIBED, ANNUAL RETURN SHALL BE MANDATORILY CERTIFIED BY PRACTICING COMPANY SECRETARY. IF COMPANY DOES NOT FILE THIS RETURN EVEN BEYOND 270 DAYS, (403) PENALTY COMPANY:5,00,000 AND EVERY OFFICER IN DEFAULT WITH IMPRISONMENT UPTO 6 MONTHS OR FINE 50,000 TO 5,00,000/ OR BOTH. CS H.S. GROVER, PAST CHAIRMAN NIRC 18

19 ANNUAL RETURN 92 ( ) 8 NEW ITEMS IN A.R. + SUCH OTHER INFO AS MAY BE PRESCRIBED (IN ADDITION TO EARLIER ANNUAL RETURN) : 1. PRINCIPAL BUSINESS WITH PARTICULARS OF HOLDING/SUBS AND ASSOCIATE CO. 2. DETAILS ABOUT OTHER SECURITIES. 3. DETAILS OF PROMOTERS, KMP, WITH CHANGES. 4. MEETINGS/COMMITTEES WITH ATTENDANCE. CS H.S. GROVER, PAST CHAIRMAN NIRC 19

20 ANNUAL RETURN 92 ( ) 5. REMUNERATION OF DIRECTORS + KMP. 6. PENALTIES OR PUNISHMENTS ON DIRECTORS + KMP + DETAILS OF COMPOUNDING THEREOF. 7. DETAILS RELATED TO CERTIFICATION OF COMPLIANCES, DISCLOSURES. 8. DETAILS AS MAY BE PRESCRIBED REG. FII WITH THEIR DETAILS AND %AGE OF SHAREHOLDING. 9. ANY OTHER AS MAY BE PRESCRIBED. CS H.S. GROVER, PAST CHAIRMAN NIRC 20

21 ANNUAL RETURN 92 ( ) EXTRACTS OF MEMBERS/DEB REGISTER + A.R. COULD BE TAKEN WITHOUT PAYMENT; OR TAKE A COPY OF SUCH REGISTER OR ENTRIES THEREIN OR RETURN ON PAYMENT OF SUCH FEE AS MAY BE PRESCRIBED. EARLIER 163(4) 10 DAYS. NOW NO TIME. IF EXTRACTS/INSPECTION/ COPY REFUSED, CO + OFFICER LIABLE FOR 1000/ DAILY MAX 1 LAC. CS H.S. GROVER, PAST CHAIRMAN NIRC 21

22 PROMOTERS STAKE CHANGES 93 (NEW) EVERY LISTED COMPANY SHALL FILE A RETURN IN THE PRESCRIBED FORM WITH THE REGISTRAR WITH RESPECT TO CHANGE IN THE NUMBER OF SHARES HELD BY PROMOTERS AND TOP 10 SHAREHOLDERS OF SUCH COMPANY, WITHIN FIFTEEN DAYS OF SUCH CHANGE. CS H.S. GROVER, PAST CHAIRMAN NIRC 22

23 94 (163) REGISTERS COULD BE KEPT OUTSIDE CITY OF REGD. OFFICE A COMPANY CAN KEEP ITS REGISTERS OF MEMBERS, DEBS OR OTHER SECURITIES AT PLACE OTHER THAN PLACE OF REGISTERED OFFICE WHERE MORE THAN 1/10 TH OF TOTAL MEMBERS ENTERED IN REGISTER OF MEMBERS RESIDE, AND APPROVED BY SPECIAL RESOLUTION + ROC PROVIDED COPY OF S.R. IN ADVANCE. CS H.S. GROVER, PAST CHAIRMAN NIRC 23

24 ANNUAL GENERAL MEETING 96 (166) FIRST MEETING TO BE HELD WITHIN 9 MONTHS OF CLOSE OF FIRST FINANCIAL YEAR INSTEAD OF 18 MONTHS FROM DATE OF INCORPORATION. BUSINESS HOUR DEFINED : 9 AM TO 6 PM PUBLIC HOLIDAY VS. NATIONAL HOLIDAY GAP BETWEEN TWO MEETINGS NOT MORE THAN 15 MONTHS, AS HITHERTO. SUBSEQUENT MTG IN 6 MONTHS OF FINANCIAL YEAR. (210 MERGED) CS H.S. GROVER, PAST CHAIRMAN NIRC 24

25 A.G.M. 97 (167) POWER TO GIVE DIRECTIONS WITH NATIONAL COMPANY LAW TRIBUNAL AS AGAINST CG. 98 (168) DEFAULT IN AGM PROVISIONS : COMPANY AND EVERY OFFICIAL IN DEFAULT PUNISHABLE WITH FINE UPTO ONE LAKH RS. (EARLIER 50K) AND CONTINUING RS.5,000/ (EARLIER 2,500/ ) PER DAY. CS H.S. GROVER, PAST CHAIRMAN NIRC 25

26 POSTAL BALLOT 110 (192A) A COMPANY SHALL TRANSACT BY POSTAL BALLOT SUCH ITEMS AS PRESCRIBED BY CENTRAL GOVERNMENT, AND MAY IN RESPECT OF OTHER ITEMS, EXCEPT ORDINARY BUSINESS AND SUCH OTHER BUSINESS IN RESPECT OF WHICH AUDITORS OR DIRECTORS HAVE A RIGHT TO BE HEARD. MANNER AS MAY BE PRESCRIBED. CS H.S. GROVER, PAST CHAIRMAN NIRC 26

27 ORDINARY & SPECIAL BUSINESS 114 (189) SECTION 114 ORDINARY & SPECIAL BUSINESS NO CHANGE IN FORCE W.E.F SPECIAL NOTICE: 115 (190) SPECIAL NOTICE COULD BE GIVEN BY MEMBERS HOLDING NOT LESS THAN 1% OF TOTAL VOTING POWER ON WHICH SUM OF NOT LESS THAN RS.5 LAKHS PAID UP (NEW) CS H.S. GROVER, PAST CHAIRMAN NIRC 27

28 RELATED PARTY TRANSACTIONS 188(297, 314) ALSO SEE DRAFT RULE RELATED PARTY TRANSACTION WITH THE APPROVAL OF BOARD. NO SUCH CONTRACT OR ARRANGEMENT IN CASE OF COMPANY HAVING P.U.C. OF NOT LESS THAN AMOUNT, OR TRANSACTIONS FOR AMOUNT AS MAY BE PRESCRIBED, SHALL BE ENTERED WITHOUT PRIOR SPECIAL RESOLUTION. A MEMBER WHO IS A RELATED PARTY SHALL NOT VOTE ON THE SPECIAL RESOLUTION. CS H.S. GROVER, PAST CHAIRMAN NIRC 28

29 RELATED PARTY TRANSACTIONS 188(297, 314) IMPLICATION OF 188: NO APPROVAL OF CENTRAL GOVERNMENT FOR RELATED PARTY TRANSACTIONS. NO APPROVAL OF CENTRAL GOVERNMENT FOR APPOINTMENT OF A DIRECTYOR OR ANY OTHER PERSON TO OFFICE OF PROFIT. 314 LIST OF ITEMS EXPANDED SEE 188(1) EVERY SUCH CONTRACT TO BE MENTIONED IN THE BOD S REPORT 188(2) WITH JUSTIFICATION CS H.S. GROVER, PAST CHAIRMAN NIRC 29

30 CS H.S. GROVER CS H.S. GROVER, PAST CHAIRMAN NIRC 30

31 BOARD MEETINGS CHAPTER XII DRAFT RULES NOTIFIED ON 9 TH SEPTEMBER, 2013 CS H.S. GROVER, PAST CHAIRMAN NIRC 31

32 CLAUSE (corresponding ) FIRST BOARD MEETING WITHIN 30 DAYS OF INCORPRATION. THEREAFTER HOLD AT LEAST 4 BOARD MEETINGS IN EVERY YEAR AND THAT NOT MORE THAN 120 DAYS SHALL INTERVENE BETWEEN THE TWO MEETINGS (4 MONTHS LISTING AGREEMENT) FOR 1 PERSON/SMALL/DORMANT COMPANY AT LEAST ONE MEETING IN EACH HALF WITH MINIMUM 90 DAYS GAP BETWEEN THE MTGS. CS H.S. GROVER, PAST CHAIRMAN NIRC 32

33 FINANCIAL INSTITUTIONS NORMS FOR BOARD MEETINGS FINANCIAL INSTITUTIONS HAVE PRESCRIBED FOR ASSISTED COMPANIES TO HOLD MEETINGS: EVERY MONTH IN R/O SICK POTENTIALLY SICK COMPANIES EVERY ALTERNATE MONTH IN R/O COMPANIES UNDER SUBSTANTIAL EXPANSION / MODERNISATION CS H.S. GROVER, PAST CHAIRMAN NIRC 33

34 VIDEO BOARD MEETINGS NEW VIDEO CONFERENCING 173(2) OR OTHER AUDIO VISUAL MEANS CAPABLE OF RECORDING AND RECOGNISING THE PARTICIPATION OF DIRECTORS AND RECORDING DATE / TIME. DIRECTOR PARTICIPATIN THRU VIDEO CONFERENCING SHALL COUNT FOR QUORUM (EARLIER THIS WAS THROUGH A CIRCULAR NO. 27 & 28 DT AND ) BILL SILENT ON GENERAL MEETINGS VIDEO CONFERENCING. CS H.S. GROVER, PAST CHAIRMAN NIRC 34

35 BOARD DRAFT RULES RULE: 12.1(3) NOTICE TO INFORM DIRECTORS REG THE OPTION AVAILABLE TO THEM FOR VIDEO CONFERENCING IN CASE DIRECTOR PARTICIPATING THRU VIDEO CONFERENCING HE SHALL SEND COMMUNICATION AT LEAST THREE DAYS PRIOR, UNLESS THIS IS WAIVED BY CHAIRPERSON CS H.S. GROVER, PAST CHAIRMAN NIRC 35

36 VIDEO BOARD MEETINGS NEW 173(2) GOVT TO SPECIFY MATTERS WHICH COULD NOT BE DEALT THROUGH VIDEO CONFERENCING RULE 12.2 : REFER 173(2) OF NEW ACT : FOLLOWING MATTERS NOT TO BE DEALT THROUGH VIDEO/AUDIO CONFERENCING: TO APPROVE ANNUAL FINANCIAL STATEMENTS; AND TO APPROVE THE BOARD S REPORT CS H.S. GROVER, PAST CHAIRMAN NIRC 36

37 NOTICE BOARD MEETING 173(3) NOT LESS THAN 7 DAYS NOTICE IN WRITING TO ALL DIRECTORS. HAND DELIVERY/ ELECTRONIC MEANS. (EARLIER NO PERIOD) SHORTER NOTICE TO TRANSACT URGENT BUSINESS AT LEAST ONE INDEPENDENT TO BE PRESENT ELSE THE PROCEEDINGS CIRCULATED TO ALL DIRECTORS AND FINAL ONLY AFTER RATIFICATION BY AT LEAST ONE INDEPNDENT DIRECTOR, IF ANY. CS H.S. GROVER, PAST CHAIRMAN NIRC 37

38 RESOLUTION BY CIRCULATION 175 (corres. 289) 175 RESOLUTION BY CIRCULATION (CORRES. 289) SENT BY HAND/POST/COURIER/ ELECTRONIC MEANS AND APPROVED BY MAJORITY OF DIRECTORS OR MEMBERS OF COMMITTEE. (RULE 12.3 STATES ONLY ELECTRONIC MEANS A RECONCILIATION ISSUE) IF NOT LESS THAN 1/3 RD OF THE DIRECTORS WANT THIS AT A MEETING, CHAIRMAN TO DO SO. CIRCULATION RESO TO NOTE AT SUBSEQUENT MTG. AND MADE PART OF THE MINUTES (NEW) CS H.S. GROVER, PAST CHAIRMAN NIRC 38

39 AUDIT COMMITTEE 177 (292A) LISTED + PRESCRIBED COMPANY (EARLIER ONLY PRESCRIBED) TO HAVE AUDIT COMMITTEE WITH AT LEAST THREE MEMBERS (INDEPENDENT DIRECTORS TO BE IN MAJORITY). MAJORITY INCLUDING CHAIRMAN WITH ABILITY TO READ AND UNDERSTAND FINANCIAL STATEMENTS. CS H.S. GROVER, PAST CHAIRMAN NIRC 39

40 AUDIT COMMITTEE 177 (292A) RULE 12.4 AUDIT COMMITTEE : (AS ALSO NOMINATION AND REMUNERATION): LISTED HAVING P.U.C. OF ONE HUNDRED CRORES OR AGGREGATE OUTSTANDING LOANS OR BORROWINGS OR DEBENDUTRES OR DEPOSITS EXCEEDING 200 CRORES CS H.S. GROVER, PAST CHAIRMAN NIRC 40

41 AUDIT COMMITTEE 177 (292A) MATTERS TO BE DEALT AUDIT COMMITTEE TO ACT INTER ALIA ON 8 MATTERS SPECIFIED IN CLAUSE 177(4) AND TERMS OF REFERENCE SPECIFIED BY BOARD. CS H.S. GROVER, PAST CHAIRMAN NIRC 41

42 AUDIT COMMITTEE 177 AUDITORS AND KMP HAVE RIGHT TO BE HEARD. VIGIL MECHANISM IN PRESCRIBED MANNER FOR LISTED COMPANIES FOR DIRECTORS & EMPLOYEES TO REPORT GENUINE CONCERNS IN SUCH MANNER AS MAY BE PRESCRIBED. WHISTLE BLOWER TO BE HAVE SAFEGUARDS TO INCLUDE DIRECT ACCESS TO CHAIRPERSON IN EXCEPTIONAL OR APPROPRIATE CASES. VIGIL MECHANISM TO BE PUT ON WEBSITE AND IN THE BOARD S REPORT. IN CASE OF REPEATED FRIVOLOUS COMPLAINTS BY DIRECTORS / EMPLOYEES CS H.S. GROVER, PAST CHAIRMAN NIRC 42

43 DRAFT RULES VIGIL MECHANISM RULE 12.5 : VIGIL MECHANISM TO BE ESTABLISHED FOR LISTED COMPANIES + ACCEPTED DEPOSITS FROM PUBLIC; & BORROWED FROMM BANKS AND PUBLIC FINANCIAL INSTITUTIONS IN EXCESS OF RS. 50 CRORES RULE 12.5 (2) COMPANIES WITH AUDIT COMMITTEE TO OPERATE VIGIL MECHANISM THRU A.C. OTHER COMPANIES TO NOMINATE A DIRECTOR TO PLAY THE ROLE OF THE VIGIL MECHANISM CS H.S. GROVER, PAST CHAIRMAN NIRC 43

44 AUDIT COMMITTEE 177 REQUIREMENT TO REVIEW HALF YEARLY FINANCIAL STATEMENT BY A.C. DISPENSED. CHAIRMAN OF A.C. TO ATTEND AGM DISPENSED HOWEVER, CHAIRMAN OF NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE CHAIRMAN (MEN) TO ATTEND AGM. CS H.S. GROVER, PAST CHAIRMAN NIRC 44

45 NOMINATION & REMUNERATION COMMITTEE 178 NOMINATION & REMUNERATION COMMITTEE OF THREE OR MORE NON EXECUTIVE DIRECTORS OF WHICH NOT LESS THAN HALF TO BE INDEPENDENT DIRECTORS. (IN SCH. XII OF ACT OF 1956 REUMUNERATION COMMITTEE CONSISTS OF AT LEAST 3 NON EXECUTIVE INDEPENDENT DIRECTORS INCLUDING NOMINEE DIRECTOR (S), IF ANY) CHAIRMAN OF COMPANY WHETHER EXECUTIVE OR NOT MAY BE APPOINTED ON REMUNERATION COMMITTEE, BUT NOT TO BE CHAIRMAN OF THE COMMITTEE. (NEW RESTRICTION) CS H.S. GROVER, PAST CHAIRMAN NIRC 45

46 ..NOMINATION & REMUNERATION (RULE 12.4 THIS COMMITTEE TO BE SET UP BY COMPANIES REQUIRED TO CONSTITUTE AUDIT COMMITTEE) CS H.S. GROVER, PAST CHAIRMAN NIRC 46

47 NOMINATION & REMUNERATION THIS COMMITTEE TO RECOMMEND TO THE BOARD POLICY, RELATING TO REMUNERATION FOR DIRECTORS, KMP AND OTHER EMPLOYEES. GUIDING PRINCIPLE : TO DESIGN REMUNERATION TO ATTRACT/RETAIN/ MOTIVATE DIRECTORS. REMUNERATION TO DIRERCTORS/KMP/SR MGMT TO HAVE BALANCE BETWEEN FIXED/INCENTIVE PAY TO MEET SHORT AND LONG TERM GOALS. TO POLICY DISCLOSED IN THE BOARD S REPORT. CS H.S. GROVER, PAST CHAIRMAN NIRC 47

48 ..NOMINATION & REMUNERATION SENIOR MANAGEMENT MEANS PERSONNEL OF THE COMPANY WHO ARE MEMBERS OF ITS CORE MANAGEMENT TEAM EXCLUDING BOARD OF DIRECTORS COMPRISING ALL MEMBERS OF MANAGEMENT ONE LEVEL BELOW THE EXECUTIVE DIRECTORS, INCLUDING THE FUNCTIONAL HEADS. CS H.S. GROVER, PAST CHAIRMAN NIRC 48

49 STAKEHOLDERS RELATIONSHIP 178 (NEW) BOARD OF COMPANY CONSISTING MORE THAN 1000 SHAREHOLDERS / DEB / DEPOSITORS AND ANY OTHER SECURITY HOLDERS ANY TIME DURING F.Y. TO HAVE A STAKEHOLDERS RELATIONSHIP COMMITTEE HEADED BY NON EXECUTIVE DIRECTOR AND SUCH OTHER MEMBERS AS BOARD DECIDES. THIS COMMITTEE TO CONSIDER AND RESOLVE THE GRIEVANCES OF SECURITY HOLDERS. CS H.S. GROVER, PAST CHAIRMAN NIRC 49

50 POWERS OF BOARD 179 (291,292) BOARD SHALL BE ENTITLED TO EXERCISE ALL SUCH POWERS AS THE COMPANY IS AUTHORISED TO; EXCEPT IF OTHERWISE REQUIRED BY THE ACT, MEORANDUM OR ARTICLES.. CLAUSE ENVISAGES 11 POWERS TO BE EXERCISED BY THE BOARD; OF WHICH 8 ONLY AT A MEETING AND 3(I.E. BORROW, INVEST, LOAN) COULD BE DELEGATED TO COMMITTEE/MD/MGR/ PRINCIPAL OFFICER CS H.S. GROVER, PAST CHAIRMAN NIRC 50 NOT DEFINED.

51 179(3) MATTERS AT BOARD (a) TO MAKE CALLS (b) TO AUTHORISE BUY BACK OF SECURITIES (SEC.68) (c) TO ISSUE SECURITES, INCLUDING DEBENTURES IN INDIA/OVERSEAS (d) TO BORROW MONIES (e) TO INVEST FUNDS OF THE COMPANY (f) TO GRANT LOANS OR GIVE GUARANTEE OR PROVIDE SECURITIES IN RESPECT OF LOANS (g) TO APPROVAL FINANCIAL STATEMENT AND THE BOARD S REPORT (h) TO DIVERSIFY THE BUSINESS (i) TO APPROVE AMALGAMATION, MERGER OR RECONSTRUCTION (j) TO TAKE OVER A COMPANY OR ACQUIRE A CONTROLLING OR SUBTANTIAL STAKE IN ANOTHER (k) ANY OTHER MATTER WHICH MAY BE PRESCRIBED CS H.S. GROVER, PAST CHAIRMAN NIRC 51

52 FURTHER MATTERS ONLY AT BOARD MEETING RULE 12.6 : AS A SEQUEL TO 12.6 FOLLOWING POWERS ONLY AT MEETINGS OF BOARD: 1/ TO MAKE POLITICAL CONTRIBUTIONS 2/ TO FILL A CASUAL VACANCY 3/ TO ENTER INTO JV / TECH OR FINANCIAL COLLABORATION OF ANY COLLABORATION AGMT 4/ TO COMMENCE A NEW BUSINESS 5/ TO SHIFT THE LOCATION OF PLANT OR FACTORY OR REGD OFFICE 6/ TO APPOINT OR REMOVE KMP & ONE LEVEL BELOW CS H.S. GROVER, PAST CHAIRMAN NIRC 52

53 FURTHER MATTERS ONLY AT BOARD MEETING 7/ TO APPOINT INTERNAL AUDITORS 8/ TO ADOPT COMMON SEAL 9/ TO TAKE NOTE OF DISCLOSURE OF DIRECTORS INTEREST AND SHAREHOLDING 10/ TO SELL INVESTMENT 5 PER CENT OR MORE OF PUC+FR OF INVESTEE COMPANY 11/ TO ACCEPT PUBLIC DEPOSITS & RELATED MATTERS 12 TO APPROVE QUARTERLY, HALF YEARLY AND ANNUAL FINANCIAL STATEMENT CS H.S. GROVER, PAST CHAIRMAN NIRC 53

54 RESTRICTIONS ON BOARD POWERS 180 (293) {SECTION IN FORCE 12/9} NOW BY SPECIAL RESOLUTION (114) : (a): SELL, LEASE OR OTHERWISE DISPOSE OF WHOLE OR SUBSTANTIALLY THE WHOLE OF THE UNDERTAKING(S). UNDERTAKING: IN WHICH INVESTMENT OF COMPANY EXCEEDS 25% OF ITS NETWORTH OR WHICH GENERATES 20% OF TOTAL INCOME. SUBSTANTIALLY.. 20% OR MORE OF THE U/T OF VALUE OF THE U/T AS PER LAST AUDITED B/SHEET. CS H.S. GROVER, PAST CHAIRMAN NIRC 54

55 RESTRICTIONS ON BOARD POWERS 180 (293) SPECIAL RESOLUTION 114 (b) : TO INVEST OTHERWISE IN TRUST SECURITIES THE AMOUNT RECEIVED AS A RESULT OF MERGER / AMALGAMATION. (C) : TO BORROW (SAME PROVISION) CS H.S. GROVER, PAST CHAIRMAN NIRC 55

56 RESTRICTIONS ON BOARD POWERS 180 (293) (d) : TO REMIT, OR GIVE TIME TO REPAYMENT OF ANY DEBT DUE FROM A DIRECTOR. ABOVE FOUR POWER EXERCISE NOW BY SPECIAL RESOLUTION EARLIER ORDINARY RESOLUTION. APPLICABLE TO ALL COMPANIES (EARLIER PUBLIC & SUBSDIARY THEREOF) CS H.S. GROVER, PAST CHAIRMAN NIRC 56

57 DISCLOSURE OF INTEREST 184(corresponding 299,300).. 184(1) EVERY DIRECTOR SHALL AT THE FIRST MEETING OF BOARD IN WHICH HE PARTICIPATES AND EVERY F.Y. IN THE FIRST BOARD MEETING HELD OR WHENEVER THERE IS ANY CHANGE IN THE DISCLOSURES ALREADY MADE RULE 12.7(1) STATES DISCLOSURE IN FORM 12.1 RULE 12.7(3) TO BE KEPT AT REGD. OFFICE & PRESERVED FOR 8 YEARS CS H.S. GROVER, PAST CHAIRMAN NIRC 57

58 ..DISCLOSURE OF INTEREST 184(corresponding 299,300).. A CONTRACT ENTERED INTO BY THE COMPANY WITHOUT DISCLOSURES UNDER 184(2) OR WITH PARTICIPATION OF INTERESTED DIRECTOR SHALL BE VOIDABLE AT THE OPTION OF THE CO. IF DIRECTOR CONTRAVENES 184(1) OR (2) SHALL BE PUNISHABLE WITH IMPRISONMENT UPTO ONE YEAR OR FINE MINM. 50,000/ AND UPTO 1,00,000/ OR BOTH (EARLIER FINE UPTO 50,000/ ) NOW IN CASE OF PVT. CO. ALSO NO PARTICIPATION BY INTERESTED DIRECTOR CS H.S. GROVER, PAST CHAIRMAN NIRC 58

59 ..LOAN TO DIRECTORS 185(corresponding 295) DIRECTOR MAY BE PROVIDED LOAN/GUARANTEE BY PASSING A SPECIAL RESOLUTION. (EARLIER CENTRAL GOVERNMENT APPROVAL. BY ALL COMPANIES (EARLIER PRIVATE EXEMPT). ALSO EXEMPTION TO LOANS ETC. OF HOLDING CO. TO SUBSIDIARY EXEMPTION DISPENSED. LOAN TO M.D./W.T.D. CAN BE GIVEN WITHOUT SHAREHOLDERS APPROVAL, WHERE IT IS GIVEN AS PART OF SERVICE CONDITIONS EXTENDED TO ALL EMPLOYEES. CS H.S. GROVER, PAST CHAIRMAN NIRC 59

60 ..LOAN TO DIRECTORS 185(corresponding 295) CONTRAVENTION ATTRACTS FINE TO COMPANY OF AT LEAST 5 LAKHS RS. MAXM. 25 LACS. (NEW) FOR DIRECTOR DO + UPTO 6 MONTHS IMPRISONMENT (EXISTING PROVISION UPTO 50,000/ + IMPRISONMENT UPTO 6 MONTHS) CS H.S. GROVER, PAST CHAIRMAN NIRC 60

61 THANK YOU HAPPY LEARNING COMPANIES ACT, 2013 CS H.S. GROVER, PAST CHAIRMAN NIRC 61