Master Circular – Corporate Governance

Today, SEBI has issued a Master Circular to bring the provisions of Clause 49 (Corporate Governance) and Clause 35B (E-Voting) in line with the new Companies Act.

The master circular is a consolidated document and is intended to supersede all earlier circulars issued by SEBI on Clauses 35B and 49 of the Equity Listing Agreement.

The revised Clause 35B would be applicable to all listed companies and the modalities would be governed by the provisions of Chapter 7 Rules i.e. the Companies (Management and Administration) Rules, 2014.

The revised Clause 49 would be applicable to all listed companies with effect from October 01, 2014. However, the provisions of Clause 49(VI)(C) (dealing with constitution of a risk management committee) shall be applicable to top 100 listed companies by market capitalisation as at the end of the immediate previous financial year.

The provisions of Clause 49(VII) (dealing with Related Party Transactions) shall be applicable to all prospective transactions. All existing material related party contracts or arrangements as on the date of the master circular which are likely to continue beyond March 31, 2015 shall be placed for approval of the shareholders in the first General Meeting subsequent to October 01, 2014. However, a company may choose to get such contracts approved by the shareholders even before October 01, 2014.