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Amendments to the Listing Agreement
| 1) | SEBI vide its Circular No.SMD/POLICY/CIR-1/02 dated January 02, 2002 and Circular No SMDRP/Policy/Cir-53/01 dated December 31, 2001 has suggested amendments to the Clauses 19, 20 and 49 of the Listing Agreement. |
The amendments are as follows:
| a) | CLAUSE 19: |
| | The company shall be required to give prior notice of at least 7 days to the stock exchanges about the board meetings at which the proposal for buyback of securities is to be considered. |
| b) | CLAUSE 20: |
| | The companies shall be required to intimate the stock exchange within 15 minutes of the closure of the Board Meetings about the decision on buyback of securities. |
| c) | CLAUSE 49:CORPORATE GOVERNANCE |
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It has been decided that in Clause 49(I)(A) the word "Except in the case of government companies " shall be deleted and the same will be read as follows:
| I. | Board of Directors |
| A. | The company agrees that the board of directors of the company shall have an optimum combination of executive and non-executive directors with not less than fifty percent of the board of directors comprising of non-executive directors. The number of independent directors would depend whether the Chairman is executive or non-executive. In case of a non-executive chairman, at least one-third of board should comprise of independent directors and in case of an executive chairman, at least half of board should comprise of independent directors. |
| | Explanation: For the purpose of this clause the expression 'independent directors' means directors who apart from receiving director's remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in judgement of the board may affect independence of judgement of the director. (Except in case of Government companies) Institutional directors on the boards of companies should be considered as independent directors whether the institution is an investing institution or a lending institution. |
| | As per the amendment the words written in Bold & Italic will be deleted. |
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