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01. 105 )rice : Rs. 125 Issue 3 I a Regulatory Framework for Core Investment Companies It is not possible t.g aecept as (CICs) 28 an ominous universal rule Log on to STATUTES [25-381 REPORTS [I 97-2801 MAQAZINE [25-521 Volume 10Ei Isue 3 for the week of January 17 - January 23,2011 released on January 17 MODE OF CITATION [2011] 105 S6L ...(...) TOTAL NO. OF PAGES IWCLUDING COVER 140

SEBI and Corporate Laws January 17_2011 Volume 105 Issue 3

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01. 105 )rice : Rs. 125 Issue 3 I

a Regulatory Framework for Core Investment Companies It is not possible t.g aecept as (CICs) 28 an ominous universal rule

Log on to

STATUTES [25-381 REPORTS [I 97-2801 MAQAZINE [25-521

Volume 10Ei Isue 3 for the week of January 17 - January 23,2011 released on January 17 MODE OF CITATION [2011] 105 S6L ...(...) TOTAL NO. OF PAGES IWCLUDING COVER 140

Ormat of quarterly compliance report In order the criticality of compliance of conditions of vmategovernance~ it is essential fo reproduce the

prescribed the for of quarterly c o m p h c e repon, in henure of 49 which is give^ hereinbelow : ANNEXUIZE IB

" QuuLerly Col.~Uance Report on c ~ ~ , , ~ ~ ~ ~ ~avel.nce (io 1. column No. 3, compliance or non-compliance may beindicafedby 6f the'&mpany : yes/No/N.A. For example, if the board has been composed in

Qtkmer e&g on : accordance with the clause 49-1 of the Listing Agreement, 'Yes' may be indicated. Similarly, in case the company has no related party transactions, the words 'N.A.' may be indicated against 49 (IV*).

(i iq the remarks column, reasons for non-compfiance may be

L dHnd dF Direct& - cated, for example, in case of requirement related to circulation of information to the shareholders, which would be done only in the

(A1 Composition of Board AGM/EGM, it might be indicated in the 'Remarks' c~ lumn as - ''will Nan-executive Directorsp . be complied with at the AGM". Similarly, in respect of matterswhich compensation & disclosures

49 (IB) can be with only where the situation arises, for example, (C) Other pr~visions as to Boar- and "Report on Corporate Governance" is to be a part of Annual Repo*

Gmimi~tees only, the words "will be complied in the next Annual Rep&* may be indicated.

Audit Committee 4 9 m

(A) Qdified & hdependent Audit 4 9 m ) cOmr$ttee 3. order to submit the report in the prescribed time-frame, ie., within

M@?t$g of Audit fifteen days of close of every quarter, compfiance Officer or is to go through the process of testing the conditions of c o ~ o r a ~ e ('1 Powen of Audit Committee 49mc)

4gW1 governance in their organization. The report is required to be submitted (Dl Role of Audit Committee

49@D) within fifteen days of the end of quarter, ie.. assuming prior fo the date of m of ~ 0 l ? % X & t i , by Audit

4 9 ~ 1 board meeting which is required to be convened within foufly-five days

fhmnittee by the end of each quarter (refer clause 41). Hence, the CEO or Comdi- ante Officer (unless both the positions'are held by an individual) needs to be extra careful while examining the position of the company in the reporting quarter and fulfilment of the conditions of the corporate

(A) Be of related party tramctions 4gw*) governance.

D w w e *Accounting Treatment '

4 9 ~ ~ ) ' (c) Board D i s c l o s ~ r ~ ''9WC)

(D) Pmceeds from pt.&lic issues, *hts issues, preferential hues, etc. 49(IVD) Remuneration of Directors

49VE)

mRPoRA'fE LAWS n JANUARY 1.7 - JANUARY 23, U ) l , O.