9. Disclosure :

The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director.

EFFECTIVE DATE

This Standard shall come into effect from 1st July, 2015

Annexure ‘A’
(Para 1.3.8)

Illustrative list of items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting

General Business Items
• Noting Minutes of Meetings of Audit Committee and other Committees.

• Approving financial statements and the Board’s Report.

• Considering the Compliance Certificate to ensure compliance with the provisions of all the laws applicable to the company.

• Specifying list of laws applicable specifically to the company.

• Appointment of Secretarial Auditors and Internal Auditors.

Specific Items

• Borrowing money otherwise than by issue of debentures.

• Investing the funds of the company.

• Granting loans or giving guarantee or providing security in respect of loans.

• Making political contributions.

• Making calls on shareholders in respect of money unpaid on their shares.

• Approving Remuneration of Managing Director, Whole-time Director and Manager .

• Appointment or Removal of Key Managerial Personnel.

• Appointment of a person as a Managing Director / Manager in more than one company.

• According sanction for related party transactions which are not in the ordinary course of business or which are not on arm’s length basis.

• Purchase and Sale of subsidiaries/assets which are not in the normal course of business.

• Approve Payment to Director for loss of office.

• Items arising out of separate meeting of the Independent Directors if so decided by the Independent Directors.

Corporate Actions

• Authorise Buy Back of securities

• Issue of securities, including debentures, whether in or outside India.

• Approving amalgamation, merger or reconstruction.

• Diversify the business.

• Takeover another company or acquiring controlling or

substantial stake in another company. Additional list of items in case of listed companies

• Approving Annual operating plans and budgets.

• Capital budgets and any updates.

• Information on remuneration of KMP.

• Show cause, demand, prosecution notices and penalty notices which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

• Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company.

• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.

• Details of any joint venture or collaboration agreement.

• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial
Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

• Non-compliance of any regulatory, statutory or listing requirements and shareholder services such as non-payment of dividend, delay in share transfer etc.

Annexure ‘B’
(Para 1.3.8)

Illustrative list of items of business for the Agenda for the First Meeting of the Board of the Company

1. To appoint the Chairman of the Meeting.

2. To note the Certificate of Incorporation of the company, issued by the Registrar of Companies.

3. To take note of the Memorandum and Articles of Association of the company, as registered.

4. To note the situation of the Registered Office of the company and ratify the registered document of the title of the premises
of the registered office in the name of the company or a Notarised copy of lease / rent agreement in the name of the company.

5. To note the first Directors of the company.

6. To read and record the Notices of disclosure of interest given by the Directors.

7. To consider appointment of Additional Directors.

8. To consider appointment of the Chairman of the Board.

9. To consider appointment of the first Auditors.

10. To adopt the Common Seal of the company.

11. To appoint Bankers and to open bank accounts of the company.

12. To authorise printing of share certificates and correspondence with the depositories, if any.

13. To authorise the issue of share certificates to the subscribers to the Memorandum and Articles of Association of the company.

14. To approve and ratify preliminary expenses and preliminary agreements.

15. To approve the appointment of the Key Managerial Personnel, if applicable and other senior officers.

16. To authorise Director(s) of the company to file a declaration with the ROC for commencement of business.