1. © 2016 Legasis Board and General Meetings Apurv Sardeshmukh April 17, 2016

2. © 2016 Legasis Section 173 of Companies Act 2013 : First Board Meeting within 30 days from incorporation. Minimum 4 Board Meetings every year. The time between two consecutive meetings must not exceed 120 days. Statutory Requirements- Board Meeting

3. © 2016 Legasis REQUIREMENTS OF NOTICE 7 Days Notice-Agenda to be circulated in writing. Must be Sent to All Directors. Shorter Notice for urgent matters- presence/ratification of Independent Directors. Meeting without adequate notice- invalid.

4. © 2016 Legasis Conduct of Board Meeting – Video Conferencing Effective video or audio-visual connection. Due care -safeguard the integrity of the meeting sufficient security and identification procedures. Prior acknowledgments shall be taken from the director attending the meeting.

5. © 2016 Legasis approval of the annual financial statements; the approval of the Board’s report. the approval of the prospectus. Audit Committee Meetings for consideration of accounts. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. MATTERS NOT TO BE DEALT BY VC

6. © 2016 Legasis Statutory Requirements- General Meeting Section 96 of the Companies Act 2013 First Meeting –within nine months from date of closing of the first financial year Other Meetings- within a period of six months from the date of closure of financial year. Not more than fifteen months -between two meetings.

7. © 2016 Legasis SOME GREEN INITITATIVES. Maintenance of Books and Papers, Documents, Registers, Records in Electronic Form. SS-1 - maintenance of Minutes in Electronic Form. SS-1 -preservation of office copies of Notices, Agenda, Notes on Agenda and other related papers in electronic form

8. © 2016 Legasis EMPHASIS ON GOVERNANCE Atleast 1/3rd of the Directors in the Board to be Independent Directors. (Prescribed) Minimum one director who stayed in India for 182 days in the previous calendar year. One Director may be appointed by the small shareholders. (Prescribed) One Director to be a Woman Director. (Prescribed)

9. © 2016 Legasis Committees of the Board AuditCSR Nomination and Remuneration Risk Management Stakeholders Relationship

10. © 2016 Legasis AUDIT Committee all public companies with a paid up capital of ten crore rupees or more; all public companies having turnover of one hundred crore rupees or more; all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more. Listed Companies

11. © 2016 Legasis NOMINATION AND REMUNERATION COMMITEE Every listed Companies; all public companies with a paid up capital of ten crore rupees or more; all public companies having turnover of one hundred crore rupees or more; all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more. The committee shall consist of three or more non-executive directors out of which not less than one-half shall be independent directors.

12. © 2016 Legasis Matters which can be Delegated to Committees Audit Committee Approval of Related Party Transactions. the recommendations for appointment, remuneration and terms of appointment of auditors of company scrutiny of inter-corporate loans and investment evaluation of internal financial controls and risk management systems Performance and Remuneration Committee Formulate the criteria for determining qualifications, positive attributes and independence of a director Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

13. © 2016 Legasis Corporate Governance -LODR Guidelines in Regulation 4. –collective duty on the Board for ensuring good governance. Quarterly Compliance Report Disclosures of Material Related Party Transactions. Prior Intimation. Disclosure of Events and information.

14. © 2016 Legasis Thank you www.legasis.in