Listing Agreement Clause 49 Independent Directors

The independent directors of the meeting must, among other things, verify: (a) the performance of non-independent directors and the board of directors as a whole; (b) to review the performance of the company`s president in light of the views of executive directors and non-executive directors; and (c) the assessment of the quality, quantity and timeliness of the information flow between management and the board of directors, necessary to enable the Board of Directors to carry out its tasks effectively and adequately. The Board of Directors should encourage the training of directors to ensure that board members are kept up to date; Sebi listed paragraph 49 of the Equity Listing Agreement (2000), which now serves as the standard for corporate governance in India, as an important measure for codifying corporate governance standards. Section 49 gave rise to the requirement that half of the directors of the board of directors of a publicly traded company be independent directors. In the same clause, SEBI had proposed the powers of the audit committee, which had to have a majority of independent directors. The revised Term 49 also requires compliance and contains provisions for the approval by the audit committee of all transactions with related persons, the agreement of members through a special settlement for significant transactions with related persons, the requirement to formulate a policy of importance and negotiation with related persons, these concepts/provisions have no place in the Act 2013. In addition, anyone who serves as a full-time director of a publicly traded company must serve as an independent director in no more than three publicly traded companies; In accordance with the amended Clause 49, a „related party“ is a person or organization related to the company. Parties are considered to be related when a party is able to control the other party or exert a significant influence on the other party, directly or indirectly, when making financial and/or operational decisions, and includes: i.e. a person or a close family member of that person, if that person (a) is a related party pursuant to Section 2(76) of the Corporations Act, 2013; or (b) joint control or control or has a significant influence on the business; (c) is a key management staff of the parent company or company; A person may not serve as an independent director in more than 7 (seven) publicly traded companies; [4] In the previous two years, the independent director should not maintain a „material“ financial relationship with the company, including the holding company, subsidiary, associated company, promoter or director, except for receipt of the management fee. In the past, an independent director was prohibited from having a financial relationship in normal affairs and on the length of his arms, even if it was not material.

This clause obliges the company to provide its shareholders with electronic voting facilities for all shareholder decisions adopted at general meetings or by correspondence. Where the ordinary non-executive chairman of the company or is related to a promoter or a person who holds executive positions at the board level or at a level below the board of directors, at least half of the company`s board of directors is made up of independent directors; (a) if the promoter is a publicly traded company, its directors, directors, employees or nominees are considered to be linked to it; (b) if the promoter is an unlisted company, its directors, employees or nominees are considered to be related to it; Under the Companies Act 2013, each listed limited company must have at least one-third of the total number of directors as independent directors. In accordance with the revised Clause 49, the Chairman of the Board of Directors is a non-executive director, at least one-third of the Board of Directors should be made up of independent directors and, if the company does not have an ordinary non-executive chairman, at least half of the board of directors should be composed