Illustrative list of items of business which shall be placed before the Board

Business items of the company refer to those matters which are involved in conducting business,

planning for the future,The topics or items related to the management of the company and business of the company related to meeting the current and future challenges and determination of income and expenditure, which are provided to be presented in the designated board of directors or board meetings of the company are mentioned below:

Illustrative list of items of business which shall be placed before the Board

1. Calls on shareholders in respect of money unpaid on their shares.

2. Issue of debentures.

3. Borrowing money otherwise than by issue of debentures.

4. Investing the funds of the company.

5. Making loans.

6. Filling casual vacancies in the office of Directors.

7. Making donation to political parties.

8. Granting loans to Directors.

9. According sanction for specified contracts in which one or more Directors are interested and to sign the Register of Contracts.

10. Disclosure of interest by a Director.

11. Receiving notice of disclosure of Directors’ interest.

12. Receiving notice of disclosure of Directors’ shareholdings.

13. Appointment or Resignation of Managing Director or Whole-time Director or Manager.

14. Appointment and removal of the Company or Chartered Secretary, Chief Financial Officer and HIA.

15. Appointment of sole-selling agents.

16. Making a declaration of solvency where it is proposed to wind up the company voluntarily.

17. Forfeiture of shares.

18. Approval of the quarterly financial results.

19. Approving the half-yearly financial results.

20. Noting Minutes of Meetings of Committees of the Board.

21. Quarterly results for each operating division or business segment.

22. Annual operating plans and budgets.

23. Any material default in financial obligations.

24. Non-compliance of any regulatory/statutory provisions or listing requirements.

25. Sale of investments, subsidiaries or assets which is not in the normal course of business.

26. Show cause notices, prosecutions and penalty notices of material nature.

27. Any material effluent or pollution problems, industrial accidents, labor problems, signing of wage agreement, implementation of Voluntary Retirement Scheme, etc.

28. Any issue which involves possible public or product liability claims.

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

30. Foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movements.

31. Information on recruitment and remuneration of senior officers and transfers or resignations.

32. Details of any joint venture or collaboration agreement.

33. Material liability – legal or contractual.

34. Report of the Compliance Officer regarding share transfer process and analysis of movement of bulk transfers.

35. Fixed deposit advertisements.

36. Certificate regarding compliance with various applicable laws.

37. Events which are significant or have material commercial / financial implications, such as:

(a) strikes, lockouts, lay-off, closure of units/factory, etc;

(b) change in the general character or nature of business;

(c) major expansion plans or execution of new projects;

(d) disruption of operations due to natural calamity or Act of God;

(e) commencement of commercial production/commercial operations;

(f) developments with respect to pricing/realization arising out of change in the regulatory framework;

(g) litigation/dispute with a material impact;

(h) revision in ratings assigned by credit rating agencies;

(i) issue of any class of securities;

(j) acquisition, merger, demerger, amalgamation, restructuring, scheme of arrangement, spin off of divisions of the company;

(k) change in market lot and sub-division of equity shares of the company;

(l) voluntary delisting of securities from the Stock Exchange(s);

(m) default in the repayment of any deposits or redemption of any securities including debentures and in payment of interest, if any, due thereon;

(n) any action which will result in alteration in the terms regarding redemption / cancellation / retirement in whole or in part of any securities issued;

(o) information regarding opening, closing of status of ADR, GDR or any other class of securities issued abroad;

(p) cancellation of dividend / rights / bonus, etc.

(q) formation of a subsidiary company and/or de-subsidiarization of an existing subsidiary company.