1. CORPORATE GOVERNANCE –
AMENDMENTS
CLAUSES 35B & 49CLAUSES 35B & 49
OF THE LISTING AGREEMENT

2. CLAUSE 35B
Applicable to all listed companies.
G d b C i (M d Ad i i i )Governed by Companies (Management and Administration)
Rules, 2014
Th i h t id ee voting facilityvoting facility t itThe issuer company has to provide ee‐‐voting facilityvoting facility to its
shareholders for all Shareholders Resolution to be passed at
General meeting or through Postal Ballot.
Such e‐voting facility shall be kept open for such period
specified under the rules.
For those shareholders who do not have access to e‐voting
facility, the issuer should enable them to cast their vote in
writing on Postal Ballot as per the Rules specifiedwriting on Postal Ballot as per the Rules specified.

3. CLAUSE 35BCLAUSE 35B EE‐‐voting under Companies voting under Companies
(Management and Administration) Rules(Management and Administration) Rules(Management and Administration) Rules(Management and Administration) Rules
A member may exercise his right to vote at any general meeting by
electronic means.
A company which opts to provide the facility to its members to exerciseA company which opts to provide the facility to its members to exercise
their votes at any general meeting by electronic voting system shall follow
the following procedure :-
the notices of the meeting shall be sent to all the members, auditors of
the company, or directors either by POST / Registered e-mail i.d. /
Courier.
notice shall also be placed on the website of the company.
notice shall clearly indicate the process and manner for voting by
electronic means.
the e-voting shall remain open for not less than one day and not moreg p y
than three days.
during the e-voting period, shareholders of the company, holding shares
either in physical form or in dematerialized form, as on the record date,p y , ,
may cast their vote electronically.
Results declared along with the scrutinizer’s report shall be placed on
the website of the company within two days of passing of the resolution.

4. CLAUSE 49: Corporate
GGovernance
A li bl t ll li t d i f O t b 1stApplicable to all listed companies w.e.f. October 1st,
2014.
The New Clause 49 is divided into 11 major Sub clausesThe New Clause 49 is divided into 11 major Sub clauses
containing the provisions of compliances under Corporate
Governance Norms.
Enhanced disclos res are req ired to be made in theEnhanced disclosures are required to be made in the
Annual Report.
Separate Report on Corporate Governance to be part ofp p p p
Annual Report .
Certificate is to be obtained by the company from the
Auditor or Practicing Company SecretaryAuditor or Practicing Company Secretary.

5. Corporate Governance- Stakeholder
Role & ShareholderRole & Shareholder
Effective redress for the violation of their
rights.
Encouraged mechanism for employee
participation.
Participation of Stakeholders in the
Corporate Governance Process
Increased participation in the decision
makingmaking.
Protection to minority shareholders from
the abusive actions of controlling
shareholders directly or indirectly.y y
All investors can obtain information
about the rights attached to all series &
classes of shares before they purchase.

6. CorporateCorporate
GovernanceGovernance
Disclosure of material interest , if any (directly or indirectly);
KEY FUNCTIONS OF BOARD :‐
Reviewing and guiding corporate strategy major plansReviewing and guiding corporate strategy, major plans.
Monitoring the effectiveness of the company’s governance practices.
Ensuring a transparent board nomination process.
Overseeing the process of disclosure and communications.
Monitoring and reviewing Board Evaluation framework.
COMPOSITION OF BOARDCOMPOSITION OF BOARD
At least one Women Director .
At least fifty percent of the Board should be comprised of Non‐ Executive
DirectorsDirectors.
If the chairman of the Board is Executive Director or Promoter, then at least
half of the Board should be comprised of Independent Directors.

7. Corporate GovernanceCorporate Governance --
BOARD MEETINGSBOARD MEETINGS
At least FOUR times a year
with a maximum time gap of
one hundred and twenty
days between any two
meetings.
Director – maximum
membership in TENmembership in TEN
committees.
Director – maximum
h hChairmanship in maximum
FIVE COMMITTEES.

8. COMPULSORY WHISTLE BLOWERCOMPULSORY WHISTLE BLOWER
company shall affirm that it has not
MECHANISMMECHANISM
company shall affirm that it has not
denied any personal access to
audit committee and has provided
protection to whistle blowers fromprotection to whistle blowers from
unfair termination etc.
the policy to be communicated top y
employees and included in the HR
manual.
company to have an internal policycompany to have an internal policy
on access to audit committee by
employees on unethical and
i tiSmall Whistle improper practice.Small Whistle
Blower

9. Corporate GovernanceCorporate Governance --
INDEPENDENT DIRECTORINDEPENDENT DIRECTORINDEPENDENT DIRECTORINDEPENDENT DIRECTORNominee Director is excluded from
definition of Independent Director.
h h f h d
No. of
who, in the opinion of the Board, is a
person of integrity and possesses relevant
expertise and experience
DIRECTORSHIPS:
The SEBI recommendation
who is or was not a promoter of the
company or its holding, subsidiary or
associate company.
The SEBI recommendation
are more stringent, where
the maximum number of
Boards an independent
director can serve on who is not related to promoters or
directors in the company, its holding,
subsidiary or associate company.
director can serve on
listed companies be
restricted to 7.
Maximum number of
apart from receiving director's
remuneration, has or had no pecuniary
relationship with the company, its holding,
b d h
Maximum number of
directorship serving as
Whole Time Director is
maximum 3.
subsidiary or associate company, or their
promoters, or directors.
Who is not less than 21 years of age.

10. Term & Appointment ofTerm & Appointment of
I d d t Di tI d d t Di tIndependent DirectorIndependent Director
As per Companies Act, 2013, an independent director canp p , , p
hold up to two 5 year terms after which there needs to be a
3 year cooling off period.
Formal Letter of appointment should be issued to the
f d dappointment of Independent Director as per Companies Act,
2013.
Intimate the Concerned Stock Exchange within ONE working
d f h d f h iday from the date of such appointment.
Evaluation Criteria as per Nomination Committee.
Disclosure of Criteria in the Annual Report.
Evaluation to be done by the Board excluding the director
being evaluated.
Further term of employment to be decided on the basis of
f lperformance evaluation report.

11. AUDIT COMMITTEEAUDIT COMMITTEE
Constitution of a Qualified and Independent Audit Committee.
MINIMUM NUMBER : THREE DIRECTORS as members and Two – Third
of the members should be independent.
All Members of Audit Committee shall be financially literate and at
least one members shall have accounting or related financial
management expertise.
CHAIRMAN OF AUDIT COMMITTEE should be INDEPENDENT
DIRECTOR.
CHAIRMAN should be present at the A.G.M. to answer shareholder
queries.
Company Secretary shall act as the Secretary to the committee.
MEETING OF AUDIT COMMITTEE :
At least FOUR times in a year
Maximum gap between two meeting : Four months
QUORUM :
TWO members OR one third of the members of the audit
committee ( whichever is greater)
Minimum TWO INDEPENDENT DIRECTOR must be present.

12. ROLE OF AUDIT COMMITTEEROLE OF AUDIT COMMITTEE
Review company’s financial reporting process and the disclosure of its
financial information.
Recommendation for appointment, remuneration and terms of appointment
of auditors of the companyof auditors of the company.
Approval of payment to statutory auditors for any other services rendered
by the statutory auditors.
Review the application or end use of the proceeds from Public issue.
Review the quarterly financial statements before submission to the board
for approval.
Review & monitor the independence & performance of the auditor.
Approval of the Related Party Transactions and its conditions.
Review the WHISTLE BLOWER MECHANISMReview the WHISTLE BLOWER MECHANISM.
Approval of the appointment of CFO.
Look in to the reasons behind the defaults in the payment to the
d it d b t h ld h h ld (if )depositors, debenture holders, shareholders (if any).
Review he adequacy of the Internal Audit function.

13. Nomination & RemunerationNomination & Remuneration
CommitteeCommitteeCommitteeCommittee
Minimum strength : at g
least three directors.
All the members should be All the members should be
of non – executive
categorycatego y
At least half of them
should be independentshould be independent.
Chairman of the
committee should becommittee should be
independent director.

14. Holding & Subsidiary CompanyHolding & Subsidiary Company
Minutes of the Board meetings of the unlisted subsidiary company shall be
placed at the Board meeting of the listed holding company for review.
The company shall formulate a policy for determining ‘material’p y p y g
subsidiaries and such policy shall be disclosed to Stock Exchanges and in the
Annual Report.
At least one independent director on the Board of Directors of the holding
company shall be a director on the Board of Directors of a material non listedcompany shall be a director on the Board of Directors of a material non-listed
Indian subsidiary company.
Audit Committee of the listed holding company shall also review the
financial statements, in particular, the investments made by the unlistedfinancial statements, in particular, the investments made by the unlisted
subsidiary company.
Prior SPECIAL RESOLUTION is to be passed in following cases:-p g
•Disposal of shares of material subsidiary which would reduce its consolidated
shareholding to less than 50% or cease its controlling rights over the
subsidiary company.
•Selling / Disposing / Leasing of assets amounting to more than 20% of the
assets of the material subsidiary.

15. MATERIAL RELATED PARTY MATERIAL RELATED PARTY
TRANSACTIONTRANSACTIONTRANSACTION TRANSACTION
If the transaction / transactions
b d i i di id llto be entered into individually or
taken together with previous
transactions during a financial
RELATED PARTYRELATED PARTY
TRANSACTIONTRANSACTION g
year, exceeds five percent of the
annual turnover oror twenty
percent of the net worth of the
MEANING :
Transfer of resources,
services or obligations percent of the net worth of the
company as per the last audited
financial statements of the
hi h i hi h
services or obligations
between a company
and a related party,
regardless of whether a
company, whichever is higher.
g
price is charged.

16. Determining related partiesDetermining related partiesg pg p
Parents
Control
Parents
Subsidiaries
Fellow subsidiaries
Joint ventures
Determining Related
Parties
Other entities controlled by owners or
key management
Parties
Significant influenceSignificant influence
Key management personnelKey management personnel

17. RELATED PARTY TRANSACTIONRELATED PARTY TRANSACTION
APPROVAL & DISCLOSURESAPPROVAL & DISCLOSURES
Details of all material
Prior approval of
audit committee.
Details of all material
transactions with related
parties shall be disclosed
t l l ith th
Approval of
shareholders through
i l l i
quarterly along with the
compliance report on
corporate governance.
special resolution.
The company shall
disclose the policy ondisclose the policy on
dealing with Related
Party Transactions on its
b it d l i thwebsite and also in the
Annual Report.

18. DISCLOSURESDISCLOSURES
Any Deviation / Different treatment from the prescribed Accounting Standardy / p g
while preparing the Financial Statements.
Reasons for such Deviation
Does such treatment represents a True & Fair View of the transaction or item ofDoes such treatment represents a True & Fair View of the transaction or item of
Balance ‐ Sheet.
Details of all the elements of the remuneration packages of Directors including
b t k ti f li k d i ti tbonuses, stock options, performance linked incentives, etc.
All pecuniary relationship or transactions of the non‐executive directors vis‐à‐
vis the company shall be disclosed in the Annual Report.
Management Discussion and Analysis report should form part of the Annual
Report to the shareholders
Disclosure to the Shareholders about the particulars of the Director beingp g
appointment, his shareholding, qualification, no. of directorships etc.
Quarterly Results and presentations made by the company on the company’s
website.
The details of training imparted to Independent Directors shall be disclosed in
the Annual Report.

19. CEO/CFO CertificationsCEO/CFO CertificationsCEO/CFO CertificationsCEO/CFO Certifications
CERTIFICATION BY CEO/CFO TO THE BOARD That
they have reviewed the financial statements and
cash low statement for the year and:
These do not contain any materially
untrue statement or omit any material fact
There were no fraudulent, illegal
transactions violative of the co’s Code of
ConductConduct
They accept responsibility for establishing
and maintaining internal controls and haveand maintaining internal controls and have
evaluated their effectiveness.

20. REPORT ON CORPORATEREPORT ON CORPORATE
GOVERNANCEGOVERNANCEGOVERNANCEGOVERNANCE
The companies shall submit a quarterlyp q y
compliance report to the stock exchanges
within 15 days from the close of quarter
The report shall be signed either by the
Compliance Officer or the Chief Executive
Officer of the company.
Non-compliance of any mandatory requirement
of this clause with reasons thereof and the
extent to which the non-mandatory
i t h b d t d h ld brequirements have been adopted should be
specifically highlighted.

21. COMPLIANCE CERTIFICATECOMPLIANCE CERTIFICATE
ON CORPORATE GOVERNANCEON CORPORATE GOVERNANCEON CORPORATE GOVERNANCEON CORPORATE GOVERNANCE
To be obtained by the
company from the Auditor ofcompany from the Auditor of
the Company or from a
Practicing Company Secretary.
Such certificate shall become
the part of Annual Report.
Certificate is also to be
submitted to Stock Exchange
along with the Annual Reportalong with the Annual Report.

22. Th k F F hThank you. For Further
Details Contact :
01143558440 997150410501143558440,9971504105
proglobalcorp@gmail.com