AGM N OTICE AND B OARDS ’ R EPORT UNDER C OMPANIES A CT, 2013 CS. Jayavant B Bhave Partner JDNASSA & ASSOCIATES Pune

AGM N OTICE Secretarial Standard - 2 to be taken into account Serial no., day, date, time (working hours), venue of AGM Route Map of AGM Venue Proxy [MGT11], Attendance Slip to be attached Certain items of ordinary business – resolutions required to be given in the Notice Explanatory Statement Resolution for appointment of /remuneration to directors – Details like qualification, experience, etc. to be disclosed Notes to AGM - E-voting, Proxy, Shorter notice, etc.

B OARD ’ S R EPORT Changes Contents as per Section 134 Directors Responsibility Statement Signing Provisions Other Sections Affecting Board’s Report Rules and forms Penal Provisions

C HANGES Extensive disclosures – Policies – CSR, N&R Related Party transactions [AOC-2] Risk and internal controls Important financial parameters – Transfer to reserves, dividend, Loans, guarantees, securities AOC-1 – Details of subsidiaries/ JVs/ Associates MGT9 (annual return extract) contents to be as of financial year date and should match for MGT7 to be filed later on

C ONTENTS Annual Report Extract [MGT9] Number of meetings of the Board Directors' Responsibility Statement A statement on declaration given by independent directors Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer - Statutory and Secretarial Audit Particulars of Loans Guarantees and Investments under Section186

C ONTENTS Particulars of contracts or arrangements with related parties State of the company's affairs The amounts to Reserves Amount of Dividend Material changes and commitments from financial year end conservation of energy, technology absorption, foreign exchange earnings and outgo

C ONTENTS Remuneration Policy CSR Policy Development and implementation of risk management policy along with risks threatening existence of company (top 100 listed companies to form Risk Management Committee) Formal annual Evaluation of Board’s performance (listed and other public companies)

C ONTENTS Material Changes between FY end and Date of Board’s Report Capital Structure Management control Revaluation of fixed assets Change in method of accounting/ depreciation Expiry of patents/ licenses held Unusual income/ loss Institution / settlement of important legal proceedings Material events as per Listing Agreement

D IRECTOR R ESPONSIBILITY S TATEMENT Applicable accounting standards had been followed Accounting policies and applied them consistently Maintenance of adequate accounting records Going concern basis Internal financial controls – Listed Companies Proper systems to ensure compliance

S IGNING R EQUIREMENTS Chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director. Must be approved at a Board Meeting Section 179 (3) (g)

O THER S ECTIONS A FFECTING B OARDS R EPORT 92 (3): Annual Return Extract 131 (1) : Revision of Board Report last three years 135(2) Composition of the Corporate Social Responsibility Committee Proviso to Section 135 (5) reasons for not spending the CSR amount 177 (8) Audit Committee Composition and details of non acceptance of recommendations 204 (1) Secretarial Audit shall be annexed

O THER S ECTIONS A FFECTING B OARDS R EPORT Section 149 (10) Independent Directors appointment Section 168 (1): Resignation of Directors details Section 177(10): Vigil mechanism Section 178(4) Nomination and Remuneration Committee Section 197 (12) – Listed Companies to give ratio of Median of Employee Remuneration and Directors Salary – Listed Companies

O THER S ECTIONS A FFECTING B OARDS R EPORT Section 197 (14): Receipt of remuneration from Holding Company disclosure Section 448: Penal provisions for false statement oe omission of material facts – Liability as per Section 447 (fraud/ mis-statement)

R ULES Standalone basis Related Party as per form AOC 2 Conservation of energy (Steps for conservation, steps for alternate source & capital Investment), Technology Absorption (Efforts made, benefits derived, imported technology, R & D exp) and Foreign Inflow & outflow Annual evaluation of Board – Listed and Public over 5 Cr. Other details: a. Financial summary b. Change in business c. Change in KMPs d. Change in Associate Companies JVs etc e. Deposits f. Deposits not in line with Chapter V g. Orders of Tribunal passed h. Adequacy of Internal Control system

P ENAL P ROVISIONS Section 134 (8) Company (Min) – (Max) Officer (Min) – (Max) / Three years imprisonment / both Section 447 & 448: 6 Months to Three years and fine min (Amount of fraud to three times of amount of fraud)

Q UESTION & A NSWERS, I F ANY

T HANK YOU