Beruflich Dokumente
Kultur Dokumente
Rohit Dongre
Submitted on:
26.09.2016
Declaration
I hereby declare that the project work entitled Critical Analysis of Clause 49 of Listing
Agreement submitted to Hidayatullah National Law University, Raipur, is record of an
original work done by me under the able guidance of Ms. Apoorvi Shrivastava, Faculty of
Corporate Regulation, HNLU, Raipur.
Rohit Dongre
Semester- VII
Section B
Roll no-132
2
Acknowledgements
I feel highly elated to work on the topic Critical Analysis of Clause 49 of Listing
Agreement The practical realization of this project has obligated the assistance of many
persons. I express my deepest regard and gratitude for Ms. Apoorvi Shrivastava, Faculty
of Corporate Regulation. Her consistent supervision, constant inspiration and invaluable
guidance has been of immense help in understanding and carrying out the nuances of the
project report.
I would like to thank my family and friends without whose support and encouragement,
this project would not have been a reality.
I take this opportunity to also thank the University and the Vice Chancellor for providing
extensive database resources in the Library and through Internet.
Some printing errors might have crept in, which are deeply regretted. I would be grateful
to receive comments and suggestions to further improve this project report.
Rohit Dongre
Semester- VII
Section B
Roll no-132
3
Table of Contents
Declaration
Acknowledgements
Objectives
Scope of Study
Research Methodology
Sources of Data
Tools of data collection
Organization of study
PART-II Provisions of Clause 49
Clause 49(I) Principles:
Clause 49(II) Board of Directors:
Clause 49(III) Audit Committee:
Clause 49(IV) Nomination and Remuneration Committee:
Clause 49(V) Subsidiary Company:
Clause 49(VI) Risk Management
Clause 49(VII) Related Party Transactions
Clause 49(VIII) Disclosures
Clause 49(IX) CEO/CFO certification
Clause 49(X) Report on Corporate Governance:
Clause 49(XI) Compliance:
PART-III Comparison of Two Circulars amended Circulars of Clause 49
PART-IV Critical Analysis
Conclusion
References
Webliography
4
Introduction
Corporate governance is concerned with holding the balance between economic and
social goals and between individual and communal goals. The governance framework is
there to encourage the efficient use of resources and equally to require accountability for
the stewardship of those resources. The aim is to align as nearly as possible the interests
of individuals, corporations and society. - -Sir Adrian Cadbury, UK, Commission
Report: Corporate Governance 1992
Corporate Governance as a concept aims to balance the interests of the various parties
involved. It may be referred to as the rules or the system through which the Company is
directed or controlled. By balancing the interests of all the stakeholders- management,
shareholders, consumers etc, it formulates ways to attain companys objectives.
The need was felt to amend the Listing Agreement in order to align the provisions of the
Listing Agreement with the new Companies Act. Also, to strengthen the Corporate
Governance framework for listed companies in India.
5
Objectives
The Specific Objectives of the research work are-
Scope of Study
The Research work covers mainly the Concept of Listing Agreement and provisons of
Clause 49 of lisiting agreement to further make critical analysis.
Research Methodology
This Research Project is Descriptive in nature as it uses descriptive language for the
explanation of various topics and subjects discussed in this project.
Sources of Data
Secondary data has been mostly used in the making of this research project, which
includes Web sources, including reports and data analysis and studies carried out by
people in their field work in different states etc.
A company, desirous of listing its securities on the Exchange, shall be required to file an
application, in the prescribed form, with the Exchange before issue of Prospectus by the
company, where the securities are issued by way of a prospectus or before issue of 'Offer
for Sale', where the securities are issued by way of an offer for sale.
The basic criterion on which the whole Listing Agreement based is Corporate
Governance. Currently there are 54 Clauses in the Listing Agreement and all of them
based on this very concept. Further, there is a clause which specifically deals with
Corporate Governance i.e. Clause 49. By way of Listing Agreement inter alia, Stock
Exchange ensures on behalf of SEBI that the Companies are following good Corporate
Governance Practice.
7
Corporate Governance view by Committees
The first major initiative for Corporate Governance was undertaken by the Confederation
of Indian Industry (CII), Indias largest industry and business association, which came up
with the first voluntary code of corporate governance in 1998. More than a year before
the onset of the East Asian crisis, the CII had set up a committee to examine corporate
governance issues, and to recommend a voluntary code of best practices.
Drawing heavily from the Anglo-Saxon Model of Corporate Governance, CII drew up a
voluntary Corporate Governance Code. The first draft of the code was prepared by April
1997, and the final document titled Desirable Corporate Governance: A Code,2 was
publicly released in April 1998. The code was voluntary, contained detailed provisions
and focused on listed companies.
Although the CII Code was welcomed with much fanfare and even adopted by a few
progressive companies, it was felt that under Indian conditions a statutory rather than a
voluntary code would be far more purposive and meaningful, at least in respect of
essential features of corporate governance1. Consequently, the second major corporate
governance initiative in the country was undertaken by SEBI. In early 1999, it set up a
committee under Kumar Mangalam Birla to promote and raise the standards of good
corporate governance.
1 From the preface to the Report of the Committee Appointed by the SEBI on Corporate Governanceunder
the Chairmanship of Shri Kumar Mangalam Birla (Birla Committee Report); Available at:
<http://www.sebi.gov.in/commreport/corpgovhtml>.
8
The Birla Committee specifically placed emphasis on independent directors in discussing
board recommendations and made specific recommendations regarding board
representation and independence. The Committee also recognized the importance of
audit committees and made many specific recommendations regarding the function and
constitution of board audit committees. In early 2000, the SEBI board accepted and
ratified the key recommendations of the Birla Committee, which were incorporated into
Clause 49 of the Listing Agreement of the Stock Exchanges.
The Naresh Chandra committee2 was appointed in August 2002 by the Department of
Company Affairs (DCA) under the Ministry of Finance and Company Affairs, to examine
various corporate governance issues. The Committee submitted its report in December
2002. It made recommendations in terms of two key aspects of corporate governance:
financial and non-financial disclosures, and independent auditing and board oversight of
management.
It also made a series of recommendations regarding, among other matters, the grounds for
disqualifying auditors from assignments, the type of non-audit services that auditors
should be prohibited from performing, and the need for compulsory rotation of audit
partners.
The fourth initiative on corporate governance in India is in the form of the
recommendations of the Narayana Murthy Committee.3 This committee was set up by
SEBI under the chairmanship of Mr. N.R. Narayana Murthy, in order to review Clause
49, and to suggest measures to improve corporate governance standards. Some of the
major recommendations of the committee primarily related to audit committees, audit
reports, independent directors, related party transactions, risk management, directorships
and director compensation, codes of conduct and financial disclosures.
2 <http://www.nfcgindia.org/executive_summary.htm>.
3 Securities and Exchange Board of India, Report of the SEBI Committee on Corporate
Governance(February 2003), Available at: http://www.sebi.gov.in/commreport/corpgov.pdf
9
The Murthy Committee, like the Birla Committee, pointed that international
developments constituted a factor that motivated reform and highlighted the need for
further reform in view of the recent failures of corporate governance, particularly in the
United States, combined with the observations of Indias stock exchanges that
compliance with Clause 49 had up to that point been uneven. Like the Birla Committee,
the Murthy Committee examined a range of corporate governance issues relating to
corporate boards and audit committees, as well as disclosure to shareholders and, in its
report, focused heavily on the role and structure of corporate boards, while strengthening
the definition of director independence in the then-existing Clause 49, particularly to
address the role of insiders on Indian boards.
In its present form, Clause 494, called Corporate Governance, contains eight sections
dealing with the Board of Directors, Audit Committee, Remuneration of Directors, Board
Procedure, Management, Shareholders, Report on Corporate Governance, and
Compliance, respectively. Firms that do not comply with Clause 49 can be de-listed and
charged with financial penalties.
Small companies whose equity share capital does not exceed Rs 10 crore and net worth
Rs 25 crore as on the last day of the previous financial year, have been excluded from
complying with the new provisions of Clause 49.
4 Clause 49 of the Listing Agreement contains the guidelines on Corporate Governance for all Listed
Companies and applies to all Listed Companies (or those that are seeking listing), except for very small
companies (that is, those that have a paid-up capital of less than Rs. 30 million and a net worth of less than
Rs. 250 million throughout their history). While several requirements of Clause 49 are mandatory in nature,
there are certain requirements (such as the setting up of a remuneration committee, training of board
members and whistleblower policy) that are merely recommendatory in nature. See Securities and
Exchange Board of India circular no. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29 October 2004, Available
at: < http://www.sebi.gov.in/circulars/2004/cfdcir0104.pdf>.
10
Also, those listed on the SME (small and medium enterprise) stock exchange have been
exempted from the requirements.
To align the provisions of the listing agreement with the provisions of the newly enacted
Companies Act, 2013.
To provide additional requirements to strengthen the Corporate Governance framework
for the listed companies in India.
What happens when the companies dont comply with clause 49 of the listing
agreement?
While SEBI can delist a company for non-compliance, even individual stock exchanges
have been empowered to suspend the trading of shares of defaulting companies.
11
PART-II Provisions of Clause 49
Clause 49 of the Listing Agreement is applicable to all the listed companies through the
official circular with effect from 1st October, 2014. Other entities which are not Company
per se but fall under the head of body corporate and are guided or regulated by some
other Statute, the clause shall apply on them till it is conformity with their statute. In case,
any of the provision of the clause violates the concerned statute, the Listing Agreement
would cease to apply. This clause is not applicable to mutual funds.
12
or class of shares they seek to invest in. The Company must design ways to avoid Insider
trading and abusive self dealing. Finally, there must be equitable treatment of all
shareholders.
Role of Stakeholders in Corporate Governance: This section provides for the need of
recognition of the rights of stakeholder and encourage cooperation between stakeholders
and company. The stakeholders must be effectively recognised and respected. A
mechanism must be created to protect their rights from abuse or violation. Further, they
must be timely and adequately informed about every process relating to Corporate
Governance.
Duties/ Responsibilities of the Board: One of the key responsibilities of the Board is to
observe transparency and disclose every material fact or report which is required to be
disclosed. Other key functions include monitoring the effectiveness of the Companys
governance practice, setting performance objectives, aligning board remuneration and
other key executive with the interests of the Company and shareholders etc.
13
Independent Directors: The amended agreement excludes nominee director to fall under
the meaning of independent director. Independent director is any non executive director
who possess relevant expertise and integrity and in no way is related to the Company.
According to the clause, no person can be an independent director of more than seven
listed companies. If any person is serving as a whole time director in any listed company,
then he/she shall not be the independent director of more than three listed companies.
The tenure of the Independent director has been amended to be in accordance with the
Companies Act, 2013 and the relevant rules released by Ministry of Corporate Affairs
from time to time. Under the Companies Act, 2013 the tenure of independent directors
has been given of five years. However, an independent director cannot be an independent
director of a company consecutively. There has been prescribed a cooling period of three
years in between.
The appointment of the independent director has to be made through a formal letter of
appointment as prescribed in the Companies Act, 2013.5
The evaluation of the performance of the independent directors must be made as per the
criteria laid down by the Nomination Committee which must be disclosed in the annual
report. The evaluation of the director would be done by the entire board except the
director evaluated or concerned. Based on this evaluation, the Directors tenure would be
extended or not.
The independent directors of a company shall hold a meeting where only independent
directors are present and no other member or director. The objective behind such meeting
is to analyse the performance of the other directors and to assess the quality and quantity
of information flow between the Company and the Board for the effective functioning.
Instead of the training programme for the independent directors, the familiarisation
programme for the independent director has been introduced whereby the directors would
5http://corporatelawreporter.com/?s=CLAUSE+49+OF+LISTING+AGREEMENT
14
be familiarised with their role, functions in the Company. Also, the details of the business
functioning would be elaborated through programmes. The details of this programme
have to be disclosed in the website of the Company along with a link attached to the
Companys annual report.
Non Executive Directors Compensation and Disclosures: Under this, the payment
scheme as fixed by the Board of all the non- executive directors must be approved by the
shareholders in a general meeting. The shareholders would decide the number of Stock
option that would be granted to the non executive directors in a financial year. Further, it
has been provided that the independent directors are not entitled to stock options. This
rule regarding the prior approval of shareholders shall not apply in case of the payment of
sitting fees to the non executive directors.
Code of Conduct: The Board of Directors are responsible to lay down a code of conduct
for all the Board members and senior management of the company which shall be posted
on the website of the Company. A strict compliance of this code must be witnessed on an
annual basis and the CEO would sign a declaration annexed with the annual report
conforming such compliance. The duties of independent directors must be in accordance
with those laid down in the Companies Act, 2013. An independent director must be held
responsible for only those acts of omission or commission which had occurred with his
knowledge.
Other Provisions: Clause 49 (II)(D) talk about the other provisions which are to be
complied with in respect of Boards and Committees. The foremost being the meeting of
the Board, four times in a year. The gap prescribed between two meetings is a maximum
of hundred and a twenty days. The second provision in this part is regarding Committee
membership. A cap has been placed with regard to the committees a director can be a
member of. A director cannot be a member of more than 10 Committees or act as a
Chairman of more than 5 Committees in all the companies where he is designated as a
director. The Board is responsible to review all the compliance reports of every law
applicable to the Company and rectify instances of non compliances.
15
Whistle Blower Policy: Last but the most important provision is regarding the Whistle
Blower Policy. Previously being one of the non mandatory provision of the Agreement, it
has now been amended and made a mandatory provision. Under this, the Company is
required to establish a vigil mechanism to report unethical behaviour or any sort of
violation of the companys code of conduct, any actual or suspected fraud.This
mechanism should also provide for adequate safeguards against victimisation of
individuals who utilise such mechanism to report any concerns. The website of the
Company along with the Board report must disclose the establishment of such
mechanism. The mechanism should provide for safeguards against victimization of the
personnel availing it.
The Audit Committee must meet four times in a year with a gap of not more than four
months in between two meetings. The quorum must be two members or one third of the
total members whichever is greater, but minimum two independent directors must be
present.
Powers of Audit Committee: The powers of the Committee extend to investigate any
activity within its reference, seek information from employee, obtaining outside
professional advice and secure attendance of expert outsiders in the relevant area.
Role of Audit Committee: Under the Listing Agreement, the Audit Committee has been
empowered with several duties or roles. Some of which are recommendation on the
appointment, remuneration of auditors, approving the payment to statutory auditors,
review annual financial statement of the Company along with the Auditors report, review
16
quarterly financial statements before submission to the Board for approval, review the
independence and performance of the auditors.
The Company must disclose the policy formulated to determine material subsidiaries in
the website of the Company with a link to its annual report. The company would be
considered a material subsidiary, if the investment of the company exceeds 20% of its
6 Article on Strengthening Corporate Governance by Grant Thornton
17
consolidated net worth as per the audited balance sheet of previous financial year or if the
company has generated consolidated income exceeding 20% in the previous financial
year. Disposing of shares in the subsidiary( material) which would reduce its
shareholding to less than 50% or the exercise of control would cease without passing a
special resolution is not allowed. Further, Selling, disposing and leasing of assets which
would amount to more than twenty percent of the assets of the subsidiary shall require
prior approval of the shareholders through special resolution unless duly approved by a
Court/ Tribunal.
18
it cannot be foreseen or the details are not available, however, with the limit that the value
must not exceed Rs. 1 Crore per transaction. Such approvals would be valid only for one
year and fresh approval shall be required after the expiry of one year. All material related
party transactions shall require the approval of the shareholders through special
resolution.
Management: Management Discussion and Analysis report should form a part of the
Annual report of shareholders containing discussion on the industry structure and
developments, opportunities and threats, product wise performance, outlook, risk and
concerns etc. Senior Management must disclose every financial or commercial
transaction where they have a personal interest which might conflict with the interest of
the company.
19
Shareholders: On the appointment or re appointment of a director the shareholders must
be provided with certain information regarding the same like resume of the directors,
nature of his expertise, name of companies where the person holds directorship and
membership of Committees of the Board. Further, inter director relationships must be
disclosed in the Annual report, prospectus, letter of offer for issuances or any related
filing. A committee named Stakeholders Relationship Committee must be constituted
which would consider and resolve the security holders grievances.
Lastly, proceeds from public issue, rights issue, preferential issues must be disclosed. If it
is done on a quarterly basis, then on the quarterly declaration of financial results to the
Audit Committee. On an yearly basis, a statement of funds utilized for purposes other
than those states in the offer document must be placed before the audit Committee. This
statement shall e certified by the statutory auditors of the company.
20
Clause 49(XI) Compliance:
The Company is required to obtain a certificate regarding compliance of Corporate
governance as enumerated in this clause and annex this certificate with the directors
report sent annually to the shareholders of the Company. The same certificate is to be sent
to the stock exchanges along with the annual report. The auditors or practicing company
secretaries shall give the certificate.
21
S. Revised Cl.49 SEBIs Circular dt. Amended Cl.49 SEBIs Circular
N 17th Apr 2014 dt: 15th Sep 2014
o
1 Applicability:
Exemptions:
22
3 Independent Directors:
23
4. Maximum Tenure of IDs:
The letter of appointment along with the The terms and conditions of appointment
detailed profile of ID shall be disclosed on shall be disclosed on the website of the
the websites of the company and the Stock company
Exchanges not later than one working day
from the date of such appointment
24
6 Training of IDs:
The company shall provide suitable The company shall familiarise the
training to independent directors to independent directors with the company,
familiarize them with the company, their their roles, rights, responsibilities in the
roles, rights, responsibilities in the company, nature of the industry in which
company, nature of the industry in which the company operates, business model of
the company operates, business model of the company, etc., through various
the company, etc. The details of such programmes
training imparted shall be disclosed in the
Annual Report
The details of such familiarisation
programmes shall be disclosed on the
companys website and a web link thereto
shall also be given in the Annual Report.
25
8 Subsidiary Companies:
The company shall formulate a policy for The company shall formulate a policy for
determining material subsidiaries and determining material subsidiaries and
such policy shall be disclosed to Stock such policy shall be disclosed on the
Exchanges and in the Annual Report companys website and a web link thereto
shall be provided in the Annual Report.
9 Risk management:
The company shall also constitute a Risk The company through its Board of
Management Committee. The Board shall Directors shall constitute a Risk
define the roles and responsibilities of the Management Committee. The Board shall
Risk Management Committee and may define the roles and responsibilities of the
delegate monitoring and reviewing of the Risk Management Committee and may
risk management plan to the committee delegate monitoring and reviewing of the
and such other functions as it may deem risk management plan to the committee
fit and such other functions as it may deem
fit.
26
10 Related Party Transactions A related party transaction is a transfer of
resources, services or obligations between
a company and a related party, regardless
A related party transaction is a transfer of of whether a price is charged.
resources, services or obligations between
a company and a related party, regardless
of whether a price is charged. A transaction with a related party shall
be construed to include single transaction
or a group of transactions in a contract
27
of the third entity; or
The company shall formulate a policy on The company shall formulate a policy on
materiality of RPTs and also on dealing materiality of RPTs and also on dealing
with RPTs. Provided that a transaction with RPTs. Provided that a transaction
with a related party shall be considered with a related party shall be considered
material if the transaction / transactions to material if the transaction / transactions to
be entered into individually or taken be entered into individually or taken
together with previous transactions during together with previous transactions during
a financial year, exceeds 5% of the annual a financial year, exceeds 10% of the
turnover or 20% of the net worth of the annual consolidated turnover of the
company as per the last audited financial company as per the last audited financial
statements of the company, whichever is statements of the company.
higher
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13 Related Party Transactions All RPTs shall require prior approval of
the Audit Committee. However, the Audit
Committee may grant omnibus approval
All RPTs shall require prior approval of for RPTs proposed to be entered into by
the Audit Committee. the company subject to the following
conditions:
29
exceeding Rs.1 crore per transaction.
Exemptions:
7 http://taxguru.in/sebi/sebi-amendments-clause-49-equity-listing-agreement.html
30
abstain from voting on such resolutions. and its WOS whose accounts are
consolidated with such holding company
and placed before the shareholders at the
general meeting for approval.
31
PART-IV Critical Analysis
Now for Critical Analysis of Clause 49 of the Listing Agreement, I would like to compare
Clause 49 with Companies Act, 2013. Also the areas where SEBI has gone further MCA
in implementation of Corporate Governance
8http://www.ey.com/Publication/vwLUAssets/EY-sebi-clause-49-and-companies-act-13-a-comparison/
$FILE/EY-sebi-clause-49-and-companies-act-13-a-comparison.pdf
32
Training of IDs9 Clause 49(II)(B) The company shall The Companies
provide suitable training to independent Act 2013 did not
3
directors to familiarize them with the specify any
company, their roles, rights, training of IDs and
responsibilities in the company, nature of Board of
the industry in which the company Directors.
operates, business model of the company,
etc. The details of such training imparted
shall be disclosed in the Annual Report.
Most of the proposals approved by SEBIs Board - align SEBIs corporate governance
requirements to those in the Companies Act 2013 for instance
The firstly
The Companies Act, 2013 says a director can hold a maximum 10 public company board
positions SEBI has narrowed that to limit an independent director to 7 public listed
company board positions, and only 3 as Whole Time Director.
Under Clause 49
It has been decided that the maximum number of Boards an independent director can
serve on listed companies be restricted to 7 and 3 in case the person is serving as a whole
time director in a listed company
9 http://taxguru.in/company-law/clause-49-companies-act-2013.html
33
Maximum number of directorships = 20
Maximum number of public company directorships = 10
The secondly
The Companies Act says an independent director can hold up to two 5 year terms after
which there needs to be a 3 year cooling off period. SEBI has maintained that. But the
Companies Act applies this prospectively that is, it doesnt count the time served
already. SEBI has decided that if a person has served as independent director on a board
for 5 years or more, starting October 1st he shall be eligible to only one term of 5 years.
In that one decision SEBI has forced the old boys club of independent directors to face
retirement in 5 years- which is good news for all governance activists.
Thirdly
Definition of Independent Director
April Circular gave a wide meaning to it to say that a person who has or had a pecuniary
relationship with the company, its subsidiary, associate, promoters, directors etc will not
be considered as independent.
SEBI has amended this to say that there should not be any material pecuniary
relationship.
Curiously, the Companies Act still doesnt talk about materiality- so the MCA may need
to clarify that for companies to benefit from the dilution under amended Clause 49.
34
The proviso to Section 188 in the Act implies that no related party can vote on any related
party transaction, even if that particular related party is unconnected to that specific
transaction. MCA clarified this in July by saying only the concerned related party must
abstain from voting. But SEBI's amended Clause 49 has done the opposite - saying all
related parties must abstain from voting on all RPTs, even if the related party is
unconnected to that transaction. 10
Cooper: SEBI is certainly entitled to impose more stringent conditions than the
Companies Act lays down and there is no embargo on SEBI to do so. The reality is that
one must look one, at the legality of the provision. The other is whether it is desirable and
third is whether it is practical.
On the legality of the provision, my view is that, yes SEBI has the power to do so. On the
desirability of the provision, it is to prevent cronyism creeping in and that is why SEBI
has made a good step. On the practicality aspect there is one question to consider -
whether the pool of independent directors is sufficiently large to keep generating good
qualified competent independent directors and that might pose a problem.
10 tp://thefirm.moneycontrol.com/story_page.php?autono=1184330
11 http://thefirm.moneycontrol.com/story_page.php?autono=1043960
35
Conclusion
The above amendments are a mixed bag of relaxations and clarifications to the clause 49
of the Equity Listing Agreement that were to become effective from 1 October 2014. It is
encouraging to note that SEBI, through its outreach to large corporates has gauged their
readiness and identified the areas with implementation challenges, and take into account
practicality of implementation as well. These changes to some extent align the
requirements of the clause 49 with those in the Companies Act, 2013, but in many other
areas, still retain the more stringent requirements, although the SEBI has provided some
clarifications, but in certain cases the provisions of Clause 49 are more stringent when
compared to Companies Act, 2013.
In particular the alignment of the definition of related parties and the extension of
timeline for appointment of a woman director are changes that corporates were looking
forward to. The increase in threshold for determining materiality of related party
transactions to 10 per cent of the annual consolidated turnover, and permitting omnibus
approvals are also welcome changes. On the other hand, the restriction on all related
parties voting on any related party transaction, whether they are a party or not, is an area
where SEBI has not provided relaxations like the MCA has done under the Companies
Act, 2013.
The amendments are a welcome step and are expected to help corporate India in a smooth
transition to the revised clause 49. However, considering some of the significant
differences between the Companies Act, 2013 and the revised clause 49, such as the
36
restriction on all related parties to vote on any related party transaction, whether they are
a party or not, it is expected to pose some hardship on the companies. In this light, we
believe that the SEBI and the MCA should undertake a thorough review of various
provisions of the Equity Listing Agreement and the Companies Act, 2013 to save
companies from the hardship of having to apply and comply with conflicting
requirements, and facilitate companies in adopting the revised norms smoothly.
References
Webliography
http://taxguru.in/company-law/clause-49-companies-act-2013.html
http://www.legalservicesindia.com/article/article/clause-49-of-the-listing-agreement-956-
1.html
http://corporatelawreporter.com/?s=CLAUSE+49+OF+LISTING+AGREEMENT
http://www.rna-cs.com/comparitive-analysis-of-clause-49-of-sebi-listing-agreement-with-
companies-act-2013/
http://thefirm.moneycontrol.com/story_page.php?autono=1043960
http://taxguru.in/sebi/sebi-amendments-clause-49-equity listing-agreement.html
http://www.slideshare.net/ananndkankni/revised-corporate-governance-norms-clause-49-
of-listing-agreement
http://thefirm.moneycontrol.com/story_page.php?autono=1184330
http://www.ey.com/Publication/vwLUAssets/EY-sebi-clause-49-and-companies-act-13-a-
comparison/$FILE/EY-sebi-clause-49-and-companies-act-13-a-comparison.pdf
37