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States » East

SEBI LoDR Amendments much needed to uplift Corporate Governance: SEBI

Kolkata, Apr 12 (UNI) Confederation of Indian Industry (CII) in collaboration with National Institute of Securities Markets (NISM) and Bombay Stock Exchange (BSE) Ltd organized a Conference on Corporate Governance for Listed Companies in Kolkata today.
The regulatory environment for listed companies has been undergoing evolution over the last few years with Securities and Exchange Board of India (SEBI) taking the lead in this area.
The latest in the corporate governance space is the amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified on May 9, 2018.
Against this backdrop, the Conference came at an opportune time with many amendments coming into effect from 1 April 2019 providing a composite perspective from the regulators including SEBI and BSE.
Addressing the Conference, Mr Jayanta Jash, Chief General Manager, SEBI explained the rationale behind the amendments explaining how they are much needed to uplift the current regulations. The SEBI LoDR Regulations form a major aspect of corporate governance and compliance professionals have a major role to play as conscience keepers to facilitate corporates to be law abiding.
He highlighted some of the highlights of the amendments which are effective from 01 April 2019 like requirement to appoint woman Independent Director; requirement to have minimum 6 directors on the Board; requirement of special resolution for appointing/ continuing the directorship of any person as a non-executive director who has attained the age of 75 years; revised quorum requirement for Board meetings; performance evaluation of independent directors by entire Board; recommendation by the Board to the shareholders for each item of special business; provisions on related party transactions; mandatory requirement to submit consolidated financial results etc.
Dr V R Narasimhan, Dean, NISM while presenting the theme address said how "Business and governance run hand in hand and in order to excel in business, governance must run at a faster pace." and in order to do that regulations need to be taken in the right spirit instead of being looked as stringent rules, then only they can be implemented wholeheartedly.
Discussing the level of compliance, he said we are on the right path with the regulations and amendments.
Mr Pradeep Ramakrishnan,General Manager, SEBI, shared the regulatory perspective of the changes of the SEBI LoDR Regulations. He emphasised on the adherence of regulatory compliances in order to create value for the business.
Mr Khushro Bulsara, Senior General Manager, BSE Ltd, gave an elaborate presentation on the stock exchange experience on compliance with listing norms.
He listed down few common company issues in Standard Operating Procedure for Suspension and Revocation implementation like incorrect filing,freezing of promoter and promoter group holding to be done in case of non-compliance, fine amount has been de-linked from the paid-up capital of the company etc.
Some of the actions that have been taken by the exchange for implementing the new SOP are sending out guidance notes, alerts and inception of XBRL templates. More frequent meetings in Risk Management Committee will help companies to safeguard against cyber attacks and ensure cyber security, he said.
Mr M Krishnamoorthy, AGM, SEBI and Member of Faculty, NISM, discussed how globally companies are evaluated on the basis of their scores on Environment, Social and Governance (ESG) parameters.
Out of the total 88$ trillion assets under management more than one quarter of the investment is based on ESG Principles. He further added that quality of disclosures should substantially improve, audit professionals - internal, statutory and secretarial considerations should raise above commercial considerations and procedure for selection of independent directors is created, preserved and sustained ab initio.
The industry experience was shared by Mr A K Banerjee, Vice Chairman & MD, IFB Agro Industies Ltd, Mr Taposh Roy, Company Secretary, Vesuvius India Ltd, Mr T B Chatterjee, Chief Corporate Officer, Tax Connect Advisory Services LLP and Mr Bijay Murmuria, Director, Sumedha Fiscal Services Ltd.
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