A KEY TO BETTER CORPORATE GOVERNANCE SECRETARIAL STANDARDS A KEY TO BETTER CORPORATE GOVERNANCE DANISH REZA REG NO.-120318811/02/2009 MOB. NO- 9831619661 INDEX INTRODUCTION OBJECTIVE IMPACT SECRETARIAL STANDARDS IN BRIEF CONCLUSION

A KEY TO BETTER CORPORATE GOVERNANCE OBJECTIVE To integrate, harmonize diverse secretarial practices. Clarity in legal provisions where law is Ambiguous and silent Improve the compliance of Corporate governance norms in India. Setting International benchmark in secretarial practices Sustained growth and enhanced visibility of profession and members A KEY TO BETTER CORPORATE GOVERNANCE DANISH REZA

A KEY TO BETTER CORPORATE GOVERNANCE BETTER UNDERSTANDING OF EXISTING LAW MORE TRANSPARENCY RISE IN INVESTORS FAITH INCREASING PROFESSIONALISM IN LESS FRAUDS MORE RECOGNITION TO ICSI MEMBERS IMPACT A KEY TO BETTER CORPORATE GOVERNANCE DANISH REZA

SS1-MEETING OF THE BOD EQUALLY APPLICABLE TO ALL MEETINGS OF BOD(BOARD OF DIRECTOR) INDIVIDUAL DIRECTORS- NO POWERS UNLESS AUTHORISED 15 DAYS NOTICE FOR CALLING BOARD MEETING DRAFT RESOLUTION IN NOTICE-WHERE APPROVAL IS REQUIRED QUORUM SHOULD BE PRESENT AT EVERY STAGE OF THE MEETING A KEY TO BETTER CORPORATE GOVERNANCE DANISH REZA

A KEY TO BETTER CORPORATE GOVERNANCE SS2- GENERAL MEETING GENERAL MEETING SHOULD BE CONVENED BY THE AUTHORITY OF BOARD NOTICE ALSO TO DIRECTORS,AUDITORS,AND PCS GIVING COMPLIANCE CERTIFICATE,DEBENTURE TRUSTEE EXPLANATORY STATEMENT FOR SPECIAL BUSINESS NOTICE & DOCUMENTS TO BE SENT 25 DAYS IN ADVANCE OF MEETING(SHORTER NOTICE POSSIBLE) DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

A KEY TO BETTER CORPORATE GOVERNANCE SS3- DIVIDEND INTERIM DIVIDEND SHOULD NOT BE DECLARED OUT OF RESERVES. FINAL DIVIDEND- RECOMMENDED BY BOARD AND DECLARED BY MEMBERS BUT INTERIM DIVIDEND IS DECLARED BY BOARD TO BE PAID IN CASH WITHIN 30 DAYS OF DECLARATION DUPLICATE DIVIDEND WARRANT TO BE ISSUED AFTER EXPIRY OF 3 MONTHS VALIDITY OF ORIGINAL ANNUAL ACCOUNTS TO DISCLOSE:UNPAID DIVIDEND A/C/ IEPF MAINTENANCE AUTHENTICATION INSPECTION PRESERVATION SS4-REGISTER & RECORDS DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

A KEY TO BETTER CORPORATE GOVERNANCE SS5-MINUTES MINUTES SHOULD BE MENTION THE BRIEF BACKGROUND OF THE PROPOSAL, SUMMARISE THE DELIBERATION AND RATIONAL FOR TAKING THE DECISION. WITHIN 30 DAYS OF THE MEETING LANGUAGE-3RD PERSON ,PAST TENSE SEPARATE BOOK NAME AS MINUTES BOOK TO BE MAINTAINED KEPT AT REGISTERED OFFICE SHOULD BE SIGNED,DATED BY THE DIRECTOR INCLUSION REGISTER & DOCUMENTS WERE AVAILABLE FOR INSPECTION INTERESTED DIRECTOR DID NOT PARTICIPATE IN THE DISCUSSION & VOTE APPOINTMENT OF OFFICERS MADE BY THE BOARD A KEY TO BETTER CORPORATE GOVERNANCE DANISH REZA

A KEY TO BETTER CORPORATE GOVERNANCE SS6-TRANSMISSION ON RECEIPT OF NOTICE FROM NOMINEE ALONG WITH DOCUMENTS,REGISTER THE NAME WITHIN 30 DAYS DOCUMENTS DEATH CERTIFICATE REQUES FOR TRANSMISSION SIGNED BY THE LEGAL HEIRS REPRESENTAIVE/CLAIMANTS(S) WITH THEIR SPECIMEN SIGNATURE ORIGINAL SHARE CERTIFICATE(S) ORDERS OF THE COURT OR OF COMPETENT AUTHORITY, IF APPLICABLE PERMISSION UNDER FEMA ACT 2000 DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

SS7-RESOLUTION BY CIRCULATION ARTICLE S SHOULD AUTHORISE AUTHORITY:CHAIRMAN/MANAGING DIRECTOR BUSINESS THAT REQUIRES URGENT DISCUSSION RESOLUTION IS DEEMED TO BE PASSED ON THE DATE ON WHICH IT IS APPROVED BY MAJORITY OF DIRECTORS IT SHOULD BE NOTED AT THE NEXT MEETING OF THE BOARDOR COMMITTEE AS THE CASE MAY BE VALIDITY: SAME AS RESOLUTION PASSED IN DULY CONVENED MEETING DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

A KEY TO BETTER CORPORATE GOVERNANCE SS8-COMMON SEAL SIGNATURE OF THE COMPANY ;BINDS THE COMPANY FOR ALL OBLIGATION UNDERTAKEN IN THE DOCUMENT CAN AFFIX ONLY WITH THE APPROVAL OF BOD ONLY ONE COMMON SEAL MUST BE REGISTER OFFICIAL SEAL IS A FASCIMILE OF COMMON SEAL;TO BE ADOPTED BY BOARD RESOLUTION AFFIXED IN THE PRESENCE OF AUTHORISED PERSON DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

SS9-FORFEITURE OF SHARES FORFEITURE REQUIRES APPROVAL OF BOARD DIRECTOR’S REPORT SHOULD REFER TO FORFEITURE DETAILS REISSUE OF FORFEITED SHARES IS “TRANSFER” AND DOESNOT AMOUNT TO ALLOTMENT SHARES FORFEITED-LIABILITY OF THE DEFAULTING MEMBER DOES NOT CEASE LISTED CO: REISSUE OF SHARES AS PER GUIDELINES OF PREFERENTIAL ISSUES AND LISTING AGREEMENT FORFEIT NONPAYMENT OF ANY CALL OTHER GROUNDS AS STATED IN ARTICLES DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

A KEY TO BETTER CORPORATE GOVERNANCE SS10-BOARD REPORTS MANDATORY TO PRESENT THE ANNUAL ACCOUNTS OF THE CO. TO ITS SHAREHOLDERS ALONG WITH ANNUAL ACCOUNTS BOARD REPORT IS SUBMITTED CONTAINS ALL THE INFORMATION THAT IS REQUIRED TO BE DISCLOSED TO TE SHAREHOLDERS BY IITS DIRECTORS. DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

A KEY TO BETTER CORPORATE GOVERNANCE COMPANIES ACT,2013 INCLUSION FOR SS Secretarial Standards Introduced [Clause 118(10) & 205] For the first time, the Secretarial Standards has been introduced and provided statutory recognition. Clause 118(10) reads as: "Every company shall observe Secretarial Standards with respect General and Board Meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the Central Government.“ Clause 205 casts duty on the Company Secretary to ensure that the company complies with the applicable Secretarial Standards. It is the beginning of a new era where non financial standards have been given importance and statutory recognition besides Financial Standards. DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE

A KEY TO BETTER CORPORATE GOVERNANCE CONCLUSION COMPLYING WITH GOOD GOVERNANCE PRACTICES SHOULD NOT BE REGARDED AS A REGULATORY REQUIREMENT BUT RATHER AS AN OPPORTUNITY AND VALUE PROPOSITION FOR ORGANISATION COMPETED IN A DE-REGULATED MILIEU IT IS BETTER TO BRING AN IRREGULARITY INTO OPEN THAN GET A SHOCK ALONG THE ROADWHEN IT IS LEAST EXPECTED. DANISH REZA A KEY TO BETTER CORPORATE GOVERNANCE