CS ANJALI J.

GORSIA
Csanjali.gorsia@gmail.com

BRIF REPORT OF RECOMMENDATIONS ON CORPORATE

GOVERNANCE SUBMIITED TO SEBI
Report running in less than 15 pages

Stock Exchange Board of India (hereinafter referred as SEBI) has setup up committee under the chairmanship of Shri Uday Kotak, Executive
Vice Chairman and Managing Director of Kotak Mahindra Bank on 2nd June, 2017, to advice on issues relating to corporate governance.

The committee was further required to submit the report within the period of four months and after followed meetings and discussions
carried, the 23 Members of committee submitted its 177 pages report on Thursday, 05 th October, 2017 to SEBI which had invited public
comments on the proposed recommendations till November 2014.

The report of the committee is divided in 11 Chapters and various Annexures; approach has been made to focus on addressing immediate
challenges and gaps in governance.

Please find link of original report:http://www.sebi.gov.in/reports/reports/oct-2017/report-of-the-committee-on-corporate-governance-for-

public-comments_36178.html

Request all professional colleagues to provide feedback on the compilation. Thankyou

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Chapter I COMPOSITION AND ROLE OF THE BOARD OF DIRECTORS

Number of Board of Minimum 6 Directors recommended on BOD of Listed Entity.
Directors (As per the provisions of the Companies Act,2013 and rules prescribed therein minimum 3 directors were required in public company
(w.e.f 1st October, 2018)
and No specific provision existed in SEBI LODR Regulations)
Gender Diversity At least 1 Independent Women Director recommended on BOD.
(w.e.f 1st October, 2018)
(As per the provisions of the Companies Act,2013 and rules prescribed therein and as per provision existed in SEBI LODR Regulations
[17(1)(a)] it requires one women director on its BOD)
Minimum Attendance At least 50% attendance in meeting of the total number of board meetings over two consecutive financial years on a rolling
Criteria basis, commencing from the financial year immediately succeeding the date of appointment. His/her Continuance on the board
(w.e.f 1 April, 2018)
st shall be subject to ratification by the shareholders at the next annual general meeting (notwithstanding the nature of
directorship).

(As per the provisions of the Companies Act,2013 and rules prescribed therein it calls for the automatic vacation of the office of
director if a
director is absent from all meetings of the board of directors held during a 12-month period No specific provision existed in SEBI
LODR Regulations)

Disclosure of Expertise/ It requires to list the competencies/expertise that it believes its directors should possess
Skills of Directors It requires disclosing the list of competencies/expertise that its board members actually possess.
(w.e.f. FY ending March As required in the context of its business (es) and sector(s) for it to function effectively.
31, 2019/March 31,
2020 as applicable) (As per the provisions of the Companies Act,2013 and rules prescribed therein and SEBI LODR Regulations require the disclosure of a
brief profile of a director on his/her appointment, including expertise in specific functional areas. However, there is no specific
requirement under the Companies Act or SEBI LODR Regulations for listed entities)
Approval for Non- Special resolution will be required for the appointment/continuation of NEDs on attaining the age of 75 years for the relevant
executive Directors term along with the justification for appointing such a person.
(NED) on Attaining a
Certain Age (The Companies Act provides that a person may be appointed/continue as Managing Director (hereinafter referred to as MD),
(w.e.f 1st October, 2019) whole-time director or manager on attaining the age of 70 years by passing a special resolution. However, no such provision exists for
non-executive directors)

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Minimum Number of At least 5 Board Meetings within maxim gap of 120 days.
Meetings At least 1 Board meeting to carry specifically discussion on strategy, budgets, board evaluation, risk management, ESG
(environment, sustainability and governance) and succession planning
(w.e.f 1st April, 2018)
(As per the provisions of the Companies Act,2013 and rules prescribed therein and SEBI LODR Regulations only 4 board meetings
were required within maxim gap of 120 days)

NED Engagement with Recommended that at least once every year, an interaction should be required between the NEDs and senior management
the Management
(w.e.f 1st April, 2018) (No specific provisions under Companies Act, 2013 and SEBI LODR Regulations_
Quorum for Board Presence of at least one independent director in every board meeting and minimum of three directors or one-third of the total
Meetings strength of the board of directors, whichever is higher,
(w.e.f 1st October, 2018)
(As per the provisions of the Companies Act,2013 it requires 2/3 of the total strength of the board of directors or two directors,
whichever is higher, for every board meeting and No specific provision existed in SEBI LODR Regulations)
Separation of the Roles Listed entities with more than 40% public shareholding should separate the roles of Chairperson and MD/CEO with effect from
of Non-executive April 1, 2020.
Chairperson and After 2020, SEBI may examine extending the requirement to all listed entities with effect from April 1, 2022
Managing
Director/CEO (As per the provisions of the Companies Act,2013 provided the individual cannot be appointed/reappointed as the chairperson of a
(w.e.f. April 1, company as well as its MD/CEO at the same time unless provided as prescribed and SEBI LODR Regulations do not mandate a
2020/April 1, 2022, as separation of the posts of chairperson and chief executive officer of the listed entity but state that it is a discretionary requirement)
applicable)
Maximum Number of It recommends that the maximum number of directorships in listed entities should be reduced to seven (irrespective of
Directorship whether the person is appointed as an independent director or not).

(w.e.f. April 1, (The Companies Act provides that the maximum number of public companies in which a person can be appointed as a director shall
2019/April 1, 2020,as not exceed ten. SEBI LODR Regulations state that a person shall not serve as an independent director in more than seven listed
applicable) entities and if the director is a whole time director in one listed entity, then he/she cant serve as an independent director in more
than three listed entities.)

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Chapter II THE INSTITUTION OF INDEPENDENT DIRECTORS

Minimum Number of At least 50% of BOD shall comprise Independent Directors
Independent Directors 1. with effect from April 1, 2019, for the top 500 listed entities
2. With effect from April 1, 2020, for all listed entities.
(the Companies Act requires every listed company to have at least one-third of total number of directors as IDs and SEBI LODR
Regulations impose stricter obligations that require at least half of the total directors of the board of a listed entity to be IDs if the
Chairperson is executive/related to the promoter, and in other cases, at least one-third IDs)
Eligibility Criteria the Committee recommends the revision of eligibility criteria for a director to be an independent director to also include the
following:
(w.e.f 1st April, 2018) (i) Specifically exclude persons who constitute the promoter group of a listed entity;
(ii) Requirement of an undertaking from the ID that such a director is not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with objective independent
judgements and without any external influence.
(iii) The board of the listed entity taking on record the above undertaking after due assessment of the veracity of such
undertaking.
(iv) Exclude board inter-locks arising due to common non-independent directors on boards of listed entities (i.e. a non-
independent director of a company on the board of which any non-independent director of the listed entity is an independent
director, cannot be an independent director on the board of the listed entity).

It also calls for continuous assessment and may be required to certify every year that each of its IDs fulfils the conditions specified
in the SEBI LODR Regulations and is independent of the management.

(Presently Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI LODR Regulations set out certain objective criteria for
determination of independence of a director)
Minimum Compensation Minimum Compensation and sitting fees have been prescribed irrespective of adequate and inadequate profits
to Independent
Directors (As per the provisions of the Companies Act,2013 it provides for ceiling on the compensation that can be paid to directors, there is no
requirement for minimum compensation to be paid, except that the sitting fee paid to IDs cannot be lower than that of other directors
(w.e.f 1st April, 2018) and No specific provision existed in SEBI LODR Regulations)
Disclosures on Detailed reason of resignations by IDs to be provided to enhance transparency and strengthen the institution of IDs
Resignation of
Independent Directors (As per the provisions of the Companies Act,2013 reason required by ROC if directors resigned before expiry of same and No specific
provision existed in SEBI LODR Regulations)
(w.e.f 1st April, 2018)

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Directors and Officers Recommended to undertake insurance for ID to protect from significant responsibilities and liabilities.
Insurance for
Independent Directors (As per the provisions of the Companies Act,2013 company to undertake Directors and Officers Insurance for Independent Directors is
optional and No specific provision existed in SEBI LODR Regulations)
(w.e.f 1st October, 2018)
Induction and Training To undertake the formal induction programmes process to familiarise the independent directors through various programmes
of Independent
Directors (The Companies Act provides general clauses pertaining to training, induction, etc. of directors. SEBI LODR Regulations require
(w.e.f 1st April, 2018) familiarization of the IDs relating to certain specified matters. However, specific provisions on induction training and periodicity of
continuous updation are lacking)
Alternate Directors for It is recommended that appointment of an alternate director for IDs should not be permitted, as IDs are elected for unique
Independent Directors qualities.

(w.e.f 1st October, 2018) (As per the provisions of the Companies Act,2013 and SEBI LODR Regulations does not provide for alternate director for ID)
Lead Independent The Committee recommends the following:
Appointment 1. All listed entities where the Chairperson is not independent to designate an ID as the Lead ID;
2. The Lead ID should be a member of NRC;
3. The Lead ID shall:
a) lead exclusive meetings of the IDs and provide feedback to the Chairperson/board of directors after such meetings;
b) Serve as liaison between the chairperson of the board and the IDs;
c) Preside over meetings of the board at which the chairperson or vice-chairperson is not present, including executive sessions of
the IDs;
d) Have the authority to call meetings of the IDs; and
e) If requested by significant shareholders, ensure that he/she is available for consultation and direct communication.

(Currently, there is no requirement of a Lead ID in Companies Act/SEBI LODR Regulations)

Filing of Casual Vacancy Recommends that any appointment to fill a casual vacancy of office of any ID should also be approved by the shareholders at the
of independent Director next general meeting

(w.e.f 1st April, 2018) (Presently Section 161(4) of the Companies Act , schedule IV and Regulation 25(6)of the SEBI LODR Regulations set out certain
provisions for Filing of Casual Vacancy of independent Director)

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Chapter III BOARD COMMITTEES

Minimum Number of Recommended following number of meeting for committees respectively
Committee Meetings Atleast 5 meetings for Audit Committee
Atleast 1 meeting of every other committee(nomination and remuneration committee, Stakeholders Relationship Committee and
(w.e.f 1st April, 2018) Risk Management Committee)

(Currently, SEBI LODR Regulations require at least four meetings of the Audit Committee every year not for any other committee)
Role of Audit Committee Audit committee to scrutinise end utilization of fund

(w.e.f 1st April, 2018) (Presently Section 177 of the Companies Act , schedule IV and Regulation 18(2)(c) of the SEBI LODR Regulations set out certain
provisions for role of Audit Committee)
Composition of Committee recommends the requirement of having atleast 2/3rd of its independent directors on NRC.
Nomination and
Remuneration (Under the Companies Act, the Audit Committee and the Nomination and Remuneration Committee (hereinafter referred to as NRC)
Committee are required to have at least half of their members as IDs. On the other hand, under SEBI LODR Regulations, while the Audit
Committee is required to have 2/3rd of its members as IDs, the NRC are required to have only half of its members as IDs.)
(w.e.f 1st April, 2019)
Role of Nomination and Greater role of NRC, including setting of compensation of KMPs
Remuneration
Committee (Presently Section 178 of the Companies Act and Regulation Schedule II of Corporate Governance of the SEBI LODR Regulations set
out certain provisions for Role of Nomination and Remuneration Committee)
(w.e.f 1st April, 2018)
Composition and Role of at least three directors as members of the SRC, with at least one being an ID.
Stakeholders the Chairperson of the SRC be present in the annual general meeting to answer queries of the security holders
Relationship Committee the role of the SRC be widened

(Presently Section 178 of the Companies Act and Regulation [Reg 20]of Corporate Governance of the SEBI LODR Regulations set out
certain provisions Composition and Role of Stakeholders Relationship Committee)

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Quorum for Committee NRC Committee: either two members or one third of the members of the committee, whichever is greater, with at least one
Meetings. independent director.
SRC Committee: either two members or one third of the members of the committee, whichever is greater, with at least one
(w.e.f 1st April, 2018) independent director.

(Under the Companies Act, no quorum requirement and SEBI LODR Regulations specifies quorum requirement for meetings of the
Audit committee but not for other committees)
Applicability and Role of Requirement of risk committee extended upto top 500 companies amid growing cyber threat earlier it was top 100 committees
Risk Management
Committee (Under the Companies Act, no such requirement is provided)
(w.e.f 1st April, 2018)
Membership and Cap on number of committee for each member is recommended
Chairpersonship Limit
(w.e.f 1st April, 2018) (Presently no provisions under the Companies Act and Regulation 26 of the SEBI LODR Regulations set out certain provisions)
Information Technology Listed entities may constitute an information technology committee which, in addition to the risk management committee, will
Committee focus on digital and other technological aspects.

(Under the Companies Act/ SEBI LODR , no such provision is provided)

Chapter IV ENHANCED MONITORING OF GROUP ENTITIES

Obligation on the Board Recommended that at least one Independent director of listed entity to be director on the board of directors of an unlisted
of the Listed Entity with material subsidiary Incorporated in India. The same may be extended to unlisted foreign material subsidiaries as well for better
Respect to Subsidiaries monitoring at a consolidated level.

(The Companies Act does not provide for the board of the listed entity to oversee the affairs of its subsidiaries. SEBI LODR Regulations,
however, impose specific obligations on the board of the listed entity with respect to its subsidiaries)
Secretarial Audit It is recommended that Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial
audit mandatorily.

(Provisions of Companies Act, 2013 provides with secretarial audit of listed and unlisted entities however there is no specific provision
for secretarial audit under SEBI LODR Regulations.)

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Chapter V PROMOTERS/CONTROLLING SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Sharing of Information Formal framework is recommended for sharing sensitive information with the non-board members.
with Controlling
Promoters/Shareholders
with
Nominee Directors
Re-classification of Committee recommends creation of designated person for sharing of information and introduce a mechanism to enable such
Promoters/Classification reclassification, to ensure that persons who may have been promoters but are no longer in day-to-day control and management
of Entities as And have a low shareholding, should have an opt-out from being classified as promoters.
Professionally
Managed
Disclosure of Related Recommendations:
Party Transactions RPTS to be disclosed once in every six months
Strict penalties may be imposed by SEBI for failing to make requisite disclosures of RPTs.
(w.e.f 1st April, 2018) all promoters/promoter group entities that hold 20% or above in a listed company to be considered related parties for
the purposes of the SEBI LODR Regulations.
disclosures of transactions with promoters/promoter group entities holding 10% or more shareholding be made annually
and on a half yearly basis (even if not classified as related parties).

(The Companies Act 2013 / SEBI LODR Regulations contain provisions on disclosure of related party transactions in the boards
report, approval of the shareholders in certain cases, etc.)
Approval of Related Committee is of the view that similar to the Cos. Act, the SEBI LODR Regulations may be amended to allow related parties to cast a
Party Transactions negative vote, as such voting cannot be considered to be in conflict of interest.

(w.e.f 1st April, 2018) (The Companies Act 2013 provides that a shareholder cannot vote to approve a contract or transaction which may be entered into by
a company if such a shareholder is a related party to that transaction. However, SEBI LODR Regulations have a blanket restriction on
related parties voting on any resolution pertaining to a material related party transaction.)

Royalty and Brand Special Resolution required if royalty/brand payments exceeds 5% of turnover to make better disclosures on the value a
Payments to Related company derives from a brand or technology for which it has agreed to pay royalty, brand, or technical fees to the parent
Parties company/promoters.

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Remuneration to Cap on remuneration of promoter-director is recommended in following manner:

Executive Promoter shareholder approval by special resolution should be required if the total remuneration paid:
Directors a) to a single executive promoter-director exceeds Rs. 5 crore or 2.5% of the net profit, whichever is higher; or
b) to all executive promoter-directors exceeds 5% of the net profits.

(Celing limit is provided under the Companies Act, 2013 however no specific provisions in SEBI LODR Regulations)
Remuneration of Non- Shareholder approval will be required if in case the remuneration of a single non-executive director exceeds 50% of the pool
executive Director being distributed to the non-executive directors as a whole.

(w.e.f 1st April, 2018) (As per provisions of Companies Act, 2013, shareholder approval is required when remuneration payable to such directors
exceeding 1% of the net profits in case there is a managing director or whole time director or manager and 3% in other cases)

Materiality Policy The Committee considered that clear threshold limits is required to be disclosed in the materiality policy. The Committee also
recommends that such materiality policy should be reviewed and updated at least once every three years.
(w.e.f 1st April, 2018)
(Currently, SEBI LODR Regulations require listed entities to formulate a policy on materiality of related party transactions and on
dealing with related party transactions.)

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Chapter VI DISCLOSURES AND TRANSPARENCY

Submission of Annual Only soft copy of the annual report should be given to all shareholders who have registered their email addresses either with
Reports the company or with the depository, unless the shareholder specifically asks for a physical copy. Only in case the shareholder has
not provided his/her e-mail address, should he/she be sent a hard copy

(SEBI LODR Regulation 34 & 36 and provisions of Companies Act, 2013 and rules prescribed therein contains details provisions for
submission of annual reports)
Harmonization of Committee recommended that:
Disclosures Stock exchanges shall collectively harmonise the formats of the disclosures made by the listed entities on their respective
websites no later than April 1, 2018;
Stock exchanges shall move to disclosures by listed entities on exchange platforms in XBRL format in latest available
taxonomy no later than April 1, 2018;
Further, a common filing platform may be devised on which a listed entity may submit all filings, which could then be
disseminated to all exchanges simultaneously. The exchanges shall introduce such a platform in consultation with SEBI by
April 1, 2018.
The disclosures filed with the exchanges may, as far as possible, be harmonized with the filings made to MCA.
Searchable Formats of All the disclosures made by the listed entity on its website and submitted to the stock exchanges should be in a searchable format
Disclosures that allows users to find relevant information easily.

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Disclosures Pertaining to holders of Depository Reciepts

Details of ADRs, GDRs holders with 1% of shareholding to be disclosed.

Credit Ratings
updated list of all credit ratings to be made available at one place for each company

Key Changes in Financial Indicators

all listed entities may be required to disclose in the section on Management Discussion and Analysis (MD&A) in the Annual
report, certain key financial ratios (or sector-specific equivalent ratios), as applicable, wherever there is a change of 25%
or more in a particular financial year, along with detailed explanations thereof,

Pertaining to Analyst/Institutional Investor Meets

Disclosure of schedules of analyst/institutional investor meetings is not required as it does not serve any kind of practical
purpose.

In valuation Report in schemes of Arrangements

to consider issuing guidelines Specific disclosures on assets, liabilities and turnover of the entities involved should be
disclosed in the valuation reports on schemes of arrangements to avoid divergent market practices of disclosures made in
valuation reports

Pertaining to Directors
details of directorships of a director as included in the Corporate Governance section of the Annual Report

Pertaining to Disqualification of Directors

Disclosures on disqualification of directors to be made in annual reports to be certified by a practising company secretary

Website
Separate section for investors on its website and provide all the information mandated to ensure ease of availability and
access of pertinent information in one place to investors and regulators alike.

Subsidiary Accounts
Audited financial statements for the relevant financial year of each of its subsidiaries available on its website at least 21
days before the date of the annual general meeting.

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Long-term and Medium-term Strategy

disclosures to be made of hedging strategy
Prior Intimation of Advance notice to be served to stock exchange for consideration of issue of bonus issue by BOD due to price sensitive nature
Board Meeting to transaction.
Discuss Bonus Issue
(Currently, SEBI LODR Regulations require prior intimation, However, where the declaration of bonus by the listed entity is not on the
agenda of the meeting of board of directors, prior intimation is not required to be given to the stock exchanges.)

Views of Committees Any recommendations by any committee, if not accepted by the BOD which is mandatorily required, in the relevant financial
Not Accepted by the year, the same to be disclosed along with reasons thereof.
Board of Directors
(w.e.f 1st April, 2018)

Chapter VII ACCOUNTING AND AUDIT RELATED ISSUES

Audit Qualifications Quantification of qualifications to be mandatory.

(Currently, under the Companies Act, or SEBI LODR Regulations, there is no restriction on an auditor qualifying the accounts of a
company. Specifically, the SEBI LODR Regulations require quantification of the audit qualification by the auditor and if not possible,
the management shall make an estimate which is to be reviewed by the auditor.)
(w.e.f 1st April, 2018)
Independent External Auditors should have rights to obtain independent external opinions
Opinion by Auditors
(There is no specific provisions either in the Companies Act or in SEBI LODR Regulations enabling an auditor to obtain an
independent external opinion)
Quarterly Financial More quarterly disclosures on consolidated basis, In order to strengthen periodic financial disclosures
Disclosures
(w.e.f 1st April, 2018) (There is no specific provisions either in the Companies Act however SEBI LODR regulations provides for detailed provisions for
submission of quarterly reports)

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Disclosure of Reasons of Detailed Reason for resignation of auditors to be given.

Resignation of Auditors
(w.e.f 1st April, 2018) (As per the provisions of the Companies Act, 2013, requires that upon the resignation of auditors, reasons for such resignation shall be
filed with the company and the Registrar.)
Disclosures on Audit and Disclosure total fees for all services paid by the listed entity and its subsidiaries (i.e. on a consolidated basis) to the statutory
Non-audit Services auditor and all entities in the network firm/network entity of which the auditor is a part
(w.e.f 1st April, 2018)
(There is no requirement in either the Companies Act or the SEBI LODR Regulations on disclosure of non-audit services rendered by
the auditor to the entire network/group. It only speaks about audit services)
Audit Quality Indicators Audit Quality indicators to be made publicly to increase in transparency.

(w.e.f 1st April, 2018)
Disclosures of
Credentials and Audit
Fee of Auditors
(w.e.f 1st April, 2018)
IND-AS Adoption
(w.e.f 1st April, 2018)
Strengthening
Monitoring, Oversight
and Enforcement by
SEBI
(There is no specific provision in the Companies Act or SEBI LODR Regulations with respect to audit quality indicators)
Disclose Credentials and Fees for appointment of auditors
(As per Companies Act, 2013 it provides for certain provisions for remuneration to auditors and certain disclosures norms therein
While the SEBI LODR Regulations do not prescribe any specific disclosures)
IndAS implementation for all entities including banks , NBFCs and insurance companies
Powers to SEBI to act against Auditors and Other Statutory Third Party Fiduciaries
More Powers to ICAI, regulator of auditors
Note: Dissenting View: The ICAI has expressed its dissent on the above recommendation as the regulation of chartered
accountants is covered under the Chartered Accountants Act, 1949 and to avoid jurisdictional conflict and other issues

Chapter VIII: INVESTOR PARTICIPATION IN MEETINGS OF LISTED ENTITIES

Timeline for Annual AGM of top 100 listed entities to be conducted within 5 months from the closure of financial year (Over time, the target may be
General Meetings of to reduce the timeline to four months)
Listed Entities Where top 100 listed entities : As per market capitalization (as at the end of the previous financial year)
(w.e.f 1st April, 2018)
(As per the provisions of the Companies Act,2013, AGM should be conducted within 6 months from the closure of financial year and no
specific provision in SEBI LODR Regulations on this matter)

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E-voting and Webcast of Live web-cast for all shareholder meetings; e voting deadline to be extended from 5 pm to midnight.
Proceedings of the
Meeting (As per the provisions of the Companies Act,2013 and prescribed rules therein it provides e voting was permitted upto 5 pm and as per
SEBI LODR Regulation remote e voting is mandatory for all shareholders)
(w.e.f 1st April, 2018)
Stewardship Code SEBI to introduce common stewardship code for all institutional investors

Stewardship code: Is engaging oneself towards institutional investors/clients/beneficiaries and fulfilling their responsibilities
through monitoring and to cover aspects such as better monitoring of investee companies.

(There is no specific provision for a stewardship code under SEBI LODR, however IRDAI in March 2017 issued a stewardship code for
insurance companies in India.)

Treasury Stock Voting rights on treasury stock to be withdrawn is recommended; where treasury stock means shares in its own name or
in the name of any trust either on its behalf or on behalf any of its subsidiary or associate companies

(As per the provisions of the Companies Act,2013 prohibits the creation of treasury stock and no specific provision in SEBI LODR
regulations)
Resolutions sent to Additional disclosures and safeguards to be made in general meeting whenever under exceptional circumstances resolution
Shareholders without being sent to shareholder does not receive any recommendations from Board of Directors.
Boards
recommendation (There is no general rule either in the Companies Act or in SEBI LODR Regulations that every resolution placed before the
shareholders should have been recommended by the board of directors.)

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Chapter IX GOVERNANCE ASPECTS OF PUBLIC SECTOR UNDERTAKINGS

The Committee recommends that the listed PSEs fully comply with the provisions of SEBI LODR Regulations and the same be
suitably enforced.

The following key guiding principles must be kept in mind for such assessment on this subject:
Independence of PSUs from administrative ministry
Consolidation of government stake in listed PSUs under holding entity structure
Setting up Independent board with diversified skill sets.

Chapter X LENIENCY MECHANISM

Grant of leniency and protection against victimisation to whistle blowers

(Section 24B of the SEBI Act and Section 23O of the Securities Contracts (Regulation) Act, 1956 (SCRA) provide powers to the
Central Government (based on recommendations by SEBI) to grant immunity both from prosecution and imposition of penalty under
the SEBI Act and the SCRA for the alleged violation, subject to certain conditions)

Chapter XI CAPACITY BUILDING IN SEBI FOR ENHANCING CORPORATE GOVERNANCE IN LISTED ENTITIES
Increase staff strength at SEBI to improve monitoring and enforcement
Revolving-door policy between SEBI and private sector
Greater coordination between SEBI and MCA

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DISCLAIMER: The entire contents of this document have been developed on the basis of relevant information and are purely the views of the
authors. Though the authors have made utmost efforts to provide authentic information however, the authors expressly disclaim all or any liability
to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any
such person in reliance upon the contents of this document. READER SHOULD SEEK APPROPRIATE COUNSEL FOR THEIR OWN SITUATION. I SHALL NOT BE
HELD LIABLE FOR ANY OF THE CONSEQUENCES DIRECTLY OR INDIRECTLY.

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CS ANJALI GORSIA

(Author-CS Anjali Gorsia, Company Secretary in Practice from Nagpur (Maharashtra) and can be contacted at
csanjali.gorsia@gmail.com)

COMMITTEE REPORT TO SEBI ON CORPORATE GOVERNANCEARTICLE NO 16 16