Board meeting of Companies

BY
SUNANDA BANERJEE
Ma MANAGEMENT TRAINEE
A A APEEJAY SURRENDRA
GROUP
PRACTICAL ASPECTS OF BOARD
MEETING INCLUDING VIDEO
CONFERENCING

INTRODUCTION
APPLICABLE PROVISIONS

ESSENTIALS OF A VALID
BOARD MEETING
 PROPER CONSTITUTION of Board of Directors
 Due NOTICE in accordance with the provisions of
Sec-173 of the Companies must have been
issued by authorized personAct,2013
 Presence of PROPERLY ELECTED
CHAIRPERSON
 PROPER QUORUM must be present for due
transaction of business.

Number of Board Meetings:
173(1)&(5)of The Companies Act, 2013
 First Meeting : First Meeting of Board of Directors
within 30 (Thirty) days from the date of Incorporation of
company.
 Subsequent Meetings:
 One person Company, Small company and Dormant
company:
 At least one meeting of Board of directors in each half
of calendar year
 Minimum Gap B/W two meetings at least 90 days.
 Other than Companies mentioned above:
 Minimum No. of 4 meetings of Board of Director in a
calendar year
 Maximum Gap B/W two meetings should not be more
the 120 days

Number of Board Meetings: as per
Secretarial Standard-1
 Minimum Four Meeting per calendar year. Maximum
gap 120 days between 2 consecutive Board meetings
 An adjourned Meeting being a continuation of the
original Meeting, the interval period in such a case,
shall be counted from the date of the original Meeting.
 Where a company is required to appoint Independent
Directors under the Act, such Independent Directors
shall meet at least once in a Calendar Year.
 The Quorum for a Meeting of the Board shall be one-
third of the total strength of the Board, or two Directors,
whichever is higher. Quorum shall be present
throughout the Meeting. Interested Director cannot
count for quorum

CONVENING OF THE
BOARD MEETING

CONVENING OF THE
MEETING:173(3)&(4) The Companies
Act, 2013
 Meeting of Board of Director should be called by giving 7 days notice to
Directors at his registered address through:
 By hand delivery
 By post
 By Electronic means
 Meeting at shorter Notice: A meeting of Board of Directors can be called by
shorter notice subject to the conditions:
 If the company is require to have independent director:
 Presence of at least one Independent director is required.
 In case of absence, decision taken at such meeting shall be circulated to all
the directors, and shall be final only on ratification thereof by at least one
Independent Director
 If the company doesn’t require to have independent director: The meeting
can be called at a shorter notice without any conditions to be complied with.

CONVENING OF THE MEETING: as
per Secretarial Standard-1
· Any one of the Director /Company Secretary / other person authorised by the
Board of Directors
· EVERY MEETING SHALL HAVE SERIAL NUMBER
· A Meeting /adjourned Meeting may be convened at any time and place, on any
day, excluding a National Holiday
· Any Director may participate through Electronic Mode in a Meeting except
restricted items like approval of the annual financial statement, Board’s report,
prospectus and matters relating to amalgamation, merger, de-merger,
acquisition and takeover
· Mode of Notice- Hand Delivery/ Speed Post/ Registered Post/ Courier/ Fax/ E-
mail
Notice to be issued by Company Secretary / Director /Person authorised by Board
Notice contents- Serial number, day, date, time and full address of the venue of
the Meeting
Notice, Agenda and Notes on Agenda to be given at least 7 days before date of
meeting except unpublished price sensitive information to be discussed in the
meeting. Proof of sending Agenda and Notes on Agenda and their delivery shall
be maintained by the company
·The Notice, Agenda and Notes on Agenda shall be sent to the Original Director
also at the address registered with the company, even if these have been sent to
the Alternate Director

 Each item of business requiring approval at the Meeting shall be
supported by a note setting out the details of the proposal, nature
of interest, relevant material facts that enable the Directors to
understand the meaning, scope and implications of the proposal
 Where approval by means of a Resolution is required, the draft of
such Resolution shall be either set out in the note or placed at the
Meeting
 EACH ITEM OF BUSINESS TO BE TAKEN UP AT THE MEETING
SHALL BE SERIALLY NUMBERED.
 ·Any item not included in the Agenda may be taken up for
consideration with the permission of the Chairman and with the
consent of a majority of the Directors present in the Meeting, which
shall include at least one Independent Director, if any
 To transact urgent business, the Notice, Agenda and Notes on
Agenda may be given at shorter period of time than stated above,
if at least one Independent Director, if any, shall be present at such
Meeting. The fact that the Meeting is being held at a shorter Notice
shall be stated in the Notice.

QUORUM OF BOARD MEETING:174
of The Companies Act,2013.
 1/3 rd of total strength OR 2 (Two)
Directors, whichever is higher.
 Where meeting of Board could not be
held for want of quorum, the meeting
shall
automatically adjourn to same time,
same place at next week (Not being
national holiday).
 If number of directors reduced below
quorum, then the remaining directors
may hold the meeting for the following
purposes:
◦ To call a General meeting
◦ Increase the number of directors.

 Quorum in case of Interested
Directors:
◦ If Interested director exceed or equal to
2/3 of total strength the remaining
directors not being less than 2 (two)
shall be the quorum.

Note:
 Total strength shall not include directors
whose places are vacant.
 Interested director means, a director
interested in accordance with section 184(2).
 Director participating in a meeting through
video conferencing or other audio visual
means shall be counted for the purpose of
quorum, unless he is to be excluded for any
items of business under any provisions of the
Act or the rules.
 OPC Having One Director: Provision of
Section 173 and 174 shall not apply to an
OPC having one director.

QUORUM OF BOARD MEETING: as
per Secretarial Standard-1
 Quorum has to be present not only at
the commencement of meeting while
at time of Transaction of business
activities also.

Participation of Directors in
Board Meetings
Directors may, apart from attending
the meeting physically, participate
in the meeting by way of video
conferencing & other audio visual
means.

BOARD MEETING THROUGH
VIDEO CONFERENCING

Procedure for conducting of meeting
through Video Conferencing:
 The notice of the meeting shall, inform regarding the
option available to participate through video
conferencing mode and provide all the necessary
information to enable the directors
to participate through video conferencing.
 A director intending to participate through video
conferencing or audio visual means
shall communicate prior intimation sufficiently
in advance to the Chairperson or the
Company Secretary of the company, so that company is
able to make suitable arrangements in this behalf.
 Alternatively a director may intimate at the beginning of
the calendar year his desire, to participate through the
electronic mode, which shall be valid for that calendar
year.

DUTIES OF CHAIRMAN & COMPANY
SECRETARY:
 To make necessary arrangements to avoid failure
of video or audio visual Connection.
 To safeguard the integrity of the meeting by
ensuring sufficient security and Identification
procedures;
 To ensure availability of proper equipment or
facilities for providing transmission of the
communications for effective participation at the
Board meeting;

Chairperson of the company and the
company secretary ,shall take due and
reasonable care
1. To record proceedings and prepare the
minutes of the meeting.
2. To store for safekeeping and marking the
tape recordings.
3. To ensure no person other than the
concerned Directors are attending the
meetings through Video Conferencing .

4. The Director intending to participate
through Video Conferencing or other
Audiovisual means, he shall have to give
prior intimation to the Company.
5. The Director who desire to participate may
intimate his intention to participate through
electronic mode at the beginning of the
calender year and that shall be valid for
one calender year.

AT THE COMMENCEMENT OF THE MEETING , A ROLL
SHALL BE TAKEN BY THE CHAIRPERSON WHEN CALL EVERY
DIRECTOR PARTICIPATING THROUGH VIDEO CONFERENCING
SHALL STATE FOR THE RECORD; THE FOLLOWING:
-- Name
--The location from where he is participating
--That he has received the agenda and all relevant material for the
meeting.
--That no one other than the concerned director is attending or
having access to the proceedings of the meeting at the location

Matters that cannot be dealt with in a
meeting through Video Conferencing
 Approval of Annual Financial Statement
 Approval of Board’s Report
 Approval of Prospectus
 Audit Committee meetings for Consideration of
Accounts
 Approval of matters related to Amalgamation,
Merger,
Demerger, Acquisition, Takeover.

Applications that cannot be
used for Video Conferencing
Skype
Whatsapp Video Call
Facebook Video Call

RESOLUTION BY CIRCULATION-(175)
OF THE COMPANIES ACT,2013
A company may get approval on a resolution by Board of Director
without conducting a board meeting; company can do it by passing
of resolution by circulation.
PROCEDURE OF PASSING OF RESOLUTION BY
CIRCULATION:
i. The company will circulate draft resolution along with necessary
papers, if any to all the directors at their registered address through.
 Hand Delivery
 Post
 Electronic Means
ii. Resolution should be approved by majority of Directors, who are
entitled to vote on the resolution.
iii. Resolution passed by circulation shall be noted at a subsequent
meeting of the Board and made part of the minutes of such
meeting.
Note: If before passing of resolution request is made by 1/3 of total
number of directors to decide such matter at meeting, the
chairperson shall put the resolution to be decided at meeting of the
Board.

RESOLUTION BY CIRCULATION-AS PER
SECRETARIAL STANDARDS-1
 The Chairman of the Board / Managing Director/ Whole-time Director/ any
Director other than an Interested Director, shall decide, before the draft
Resolution is circulated to all the Directors, whether the approval of the
Board for a particular business shall be obtained by means of a Resolution
by circulation.
 A Resolution proposed to be passed by circulation shall be sent in draft,
together with the necessary papers, individually to all the Directors including
Interested Directors on the same day.
 The Resolution is passed when it is approved by a majority of the Directors
entitled to vote on the Resolution, unless not less than one-third of the total
number of Directors for the time being requires the Resolution under
circulation to be decided at a Meeting.
 The Resolution, if passed, shall be deemed to have been passed on the last
date specified for signifying assent or dissent by the Directors or the date on
which assent from more than two-third of the Directors has been received,
whichever is earlier, and shall be effective from that date, if no other effective
date is specified in such Resolution.
 Resolutions passed by circulation shall be noted at the next Meeting of the
Board and the text thereof with dissent or abstention, if any, shall be
recorded in the Minutes of such Meeting

VALIDITY OF ACTS OF DIRECTORS-
SEC176 OF THE COMPANIES ACT,2013
 No act done by a person as a director
shall be deemed to be invalid,
notwithstanding that it was subsequently
noticed that his appointment was invalid
by reason of any defect or
disqualification or had terminated by
virtue of any provision contained in this
Act or in the articles of the company:
Provided that nothing in this section
shall be deemed to give validity to any
act done by the director after his
appointment has been noticed by the
company to be invalid or to have
terminated.

CHAIRMAN OF THE BOARD-SECTION104
OF THE COMPANIES ACT,2013
1. Unless the articles of the company
otherwise provide, the members personally
present at the meeting shall elect one of
themselves to be the Chairman thereof on a
show of hands.
2. If a poll is demanded on the election of the
Chairman, it shall be taken forthwith in
accordance with the provisions of this Act and
the Chairman elected on a show of hands under
sub-section (1) shall continue to be the Chairman
of the meeting until some other person is elected
as Chairman as a result of the poll, and such
other person shall be the Chairman for the rest of
the meeting.

CASTING VOTE OF
CHAIRMAN
 REGULATION 68 OF TABLE F OF
SCHEDULE I OF THE COMPANIES
ACT,2013
Provides that in case of the equality of
votes the Chairman of the Board shall
have a SECOND or CASTING VOTE.

CHAIRMAN OF THE BOARD-AS
PER SECRETARIAL STANDARDS-
1
 The Chairman of the company shall be the Chairman of
the Board
 The Chairman of the Board shall conduct the Meetings
of the Board. If no Chairman is elected or if the
Chairman is unable to attend the Meeting, the Directors
present at the Meeting shall elect one of themselves to
chair and conduct the Meeting, unless otherwise
provided in the Articles
 If the Chairman is interested in any item of business, he
shall, with the consent of the members present, entrust
the conduct of the proceedings in respect of such item
to any disinterested Director and resume the Chair after
that item of business has been transacted. The
Chairman shall also not be present at the Meeting
during discussions on such items.

REQUIREMENTS DURING THE
MEETING:

 The Chairperson shall take a Roll Call where every director
participating through video conferencing shall state Name,
Location, confirmation of receipt of agenda and non-presence of
any person other than the concerned director.
 Chairperson or Company Secretary shall, inform the Board
about persons other than the directors who are present for the
said meeting with the request of the chair and confirm the
presence of quorum.
 Every participant shall identify himself for the record before
speaking on any item of business on the agenda.
 If a MOTION IS OBJECTED to and there is a need to put it to
vote, the Chairperson shall call the roll and note the vote of
each director.
 At the end of discussion on each agenda item, the
Chairperson of the meeting shall announce the summary of
the decision taken on such item along with names of the
directors, if any, who dissented from the decision taken by
majority.
 PLACING & SIGNING OF STATUTORY REGISTERS: The
statutory registers which are required to be placed in the
meeting shall be placed at the scheduled venue and where
registers are required to be signed by the directors, the same
shall be deemed to have been signed by the directors
participating through electronic mode, if they have given their
consent to this effect and it is so recorded in the minutes of the

ATTENDING BOARD MEETING THROUGH
AUDIO VISUAL MEANS-as per Secretarial
Standards-1
 Any Director may participate through
Electronic Mode in a Meeting except
restricted items like approval of the
annual financial statement, Board’s
report, prospectus and matters
relating to amalgamation, merger, de-
merger, acquisition and takeover
 Such facility shall be mentioned in the
Notice

PERSONS PRESENT IN THE
BOARD MEETING OTHER
THAN THE BOARD OF
DIRECTORS

After the Roll Call, the Chairperson or the
Company Secretary shall inform the
Board about the Names of the Person
other than the Board present in the
Meeting.
For example-
- Senior Company Secretary of a
Holding/Subsidiary/Group Company.
- 1 person allowed for Physically
Handicapped Director.

 Methods of Taking up of matter in
the BOARD MEETING:
Circulated
Tabled
Noted
Approved

 The Statutory Registers which are
required to be placed in the Board
Meeting as per provisions of the Act
shall be produced at the Scheduled
Venue..

UNDER THE ACT
 Make calls on shareholders in respect of money unpaid
on their shares;
 Authorize buy-back of securities under section 68;
 Issue securities, including debentures, whether in or
outside India;
 Borrow monies;
 Invest the funds of the company;
 grant loans or give guarantee or provide security in
respect of loans;
 Approve financial statement and the Board’s report;
 Diversify the business of the company;
 Approve amalgamation, merger or reconstruction;
 Take over a company or acquire a controlling or
substantial stake in another company;

UNDER RULES
 Make political contributions;
 Appoint or remove key managerial personnel (KMP);
 Take note of appointment(s) or removal(s) of one level below the Key
Management Personnel;
 Appoint Internal auditors and secretarial auditor;
 Take note of the disclosure of director’s interest and shareholding;
 Buy, sell investments held by the company (other than trade investments),
constituting five percent or more of the paid up share capital and free reserves of
the investee company;
 Invite or accept or renew public deposits and related matters;
 Review or change the terms and conditions of public deposit;
 Approve quarterly, half yearly and annual financial statements or financial results
as the case may be.
NOTE:
 The power to invest, borrow and grant loan / guarantee / security can be
exercised by a committee duly authorize by the board.
 The resolution in pursuance of powers of the board mentioned above shall be filed
with the registrar in form MGT-14 within 30 days of passing such resolution

Secretarial Department to place
Departmental Compliance Certificate
infront of the BOARD
 Secretarial Department Compliance Certificates
 Taxation Department Compliance Certificates
 Legal Department regarding pendency of Suits/Litigations
 General Manager to provide for Compliance regarding Labour
and Factory related laws
 Share Transfer Department regarding share transfers and
pendencies
 Litigations if any under Consumer Protection Act
 Stakeholders Grievance Committee regarding resolved
pendency of stakeholders grievance during a financial year
 Vigil Mechanism
 Corporate Social Responsibility policy ,allotment of funds
and its spendings.
 Risk Management policy Compliance if any

 The Minutes shall disclose the
Particulars of the Director who
attended the meeting through Video
Conferencing.
 Draft minutes to be Circulated to the
Directors within 15 days of the
meeting.

MINUTES-AS PER
 A distinct Minutes Book shall be maintained for
Meetings of the Board and each of its Committees
 A company may maintain its Minutes in physical or in
electronic form with Timestamp
 The pages of the Minutes Books shall be consecutively
numbered.
 Minutes of the Board Meetings, if maintained in loose-
leaf form, shall be bound periodically depending on the
size and volume and coinciding with one or more
financial years of the company
 Minutes of the Board Meeting shall be kept at the
Registered Office of the company or at such other place
as may be approved by the Board.
 Minutes shall state, at the beginning the serial number
and type of the Meeting, name of the company, day,
date, venue and time of commencement and conclusion
of the Meeting.

 · Minutes shall record the names of the Directors
present physically or through Electronic Mode,
the Company Secretary who is in attendance at
the Meeting and Invitees, if any, including
Invitees for specific items, appointments of
Directors, First Auditors, Key Managerial
Personnel, Secretarial Auditors, Internal Auditors
and Cost Auditors
 Any document, report or notes placed before the
Board and referred to in the Minutes shall be
identified by initialing of such document, report or
notes by the Company Secretary or the
Chairman
 ·Where any earlier Resolution (s) or decision is
superseded or modified, Minutes shall contain a
reference to such earlier Resolution (s) or
decision.
 · Minutes of the preceding Meeting shall be

TIME LIMITS FOR MINUTES-AS PER
 Within fifteen days from the date of the conclusion of
the Meeting of the Board or the Committee, the draft
Minutes thereof shall be circulated by hand or by speed
post or by registered post or by courier or by e-mail or
by any other recognised electronic means to all the
members of the Board or the Committee for their
comments. Proof of sending draft Minutes and its
delivery shall be maintained by the company. The
Directors, whether present at the Meeting or not, shall
communicate their comments, if any, in writing on the
draft Minutes within seven days from the date of
circulation thereof, so that the Minutes are finalised and
entered in the Minutes Book within the specified time
limit of thirty days.
 · Minutes shall be entered in the Minutes Book within
thirty days from the date of conclusion of the Meeting.

SIGNED MINUTES
CIRCULATION
 A copy of the Signed minutes certified
by the Company Secretary or where
there is no Company Secretary, by
any Director authorised by the Board
shall be circulated to all the Directors
within 15DAYS AFTER THEY ARE
SIGNED

CONTENTS OF MINUTES
 Record of election, if any, of the
Chairman of the Meeting.
 Record of presence of Quorum.
 The names of Directors who sought
and were granted leave of absence.
 The mode of attendance of every
Director whether physically or through
Electronic Mode.

IN CASE OF A DIRECTOR
PARTICIPATING THROUGH
ELECTRONIC MODE, HIS
PARTICULARS, THE
LOCATION FROM WHERE
AND THE AGENDA ITEMS IN
WHICH HE PARTICIPATED.

 The name of Company Secretary who is in attendance and
Invitees, if any, for specific items and mode of their attendance
if through Electronic Mode.
 Noting of the Minutes of the preceding Meeting.
 Noting the Minutes of the Meetings of the Committees.
 The text of the Resolution(s) passed by circulation since the
last Meeting, including dissent or abstention, if any.
 The fact that an Interested Director was not present during the
discussion and did not vote.
 The views of the Directors particularly the Independent
Director, if specifically insisted upon by such Directors,
provided these, in the opinion of the Chairman, are not
defamatory of any person, not irrelevant or immaterial to the
proceedings or not detrimental to the interests of the company.
 If any Director has participated only for a part of the Meeting,
the Agenda items in which he did not participate
 The fact of the dissent and the name of the Director who
dissented from the Resolution or abstained from voting
thereon.
 Ratification by Independent Director or majority of Directors, as
the case may be, in case of Meetings held at a shorter Notice
and the transacting of any item other than those included in the
Agenda.
 The time of commencement and conclusion of the Meeting

LIST OF BUSINESSES TO BE
TRANSACTED AT BOARD
MEETING ONLY, RESTRICTED
FOR RESOLUTIONS PASS BY
CIRCULATION :

· 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.
· 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.
 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.
 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 judgment 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.

MODE OF SENDING
 SPEED POST
 REGISTERED POST
 COURIER
 EMAIL
 ELECTRONIC MEANS
(an additional 2 days shall be provided
for service of notice)

PROOF OF SENDING
 NOTICE, AGENDA AND MINUTES
and its delivery shall be mantained by
the company.

ATTENDANCE REGISTER
 · Every company shall maintain separate attendance
registers for the Meetings of the Board and Meetings of the
Committee.
 · The pages of the respective attendance registers shall be
serially numbered. Every Director, Company Secretary who is
in attendance and every Invitee who attends a Meeting of the
Board or Committee thereof shall sign the attendance register
at that Meeting.
 · The attendance register is open for inspection by the
Directors.
 · Entries in the attendance register shall be authenticated by
the Company Secretary or Chairman, if there is no Company
Secretary, by appending his signature to each page.

 · The attendance register shall be preserved for a
period of at least eight financial years and may be
destroyed thereafter with the approval of the Board.
 · The attendance register shall be maintained at the
Registered Office of the company or such other place
as may be approved by the Board.
 · Contents of Attendance register shall serial number ,
date of the Meeting; in case of a Committee Meeting
name of the Committee; place of the Meeting; time of
the Meeting; names of the Directors and signature of
each Director present; name and signature of the
Company Secretary who is in attendance; Persons
attending the Meeting by invitation.
 · The attendance register shall be kept in the custody of
the Company Secretary
 TO BE MANTAINED FOR 8 YEARS

MANTAINENCE OF MINUTES
 A COMPANY shall mantainm its
Minutes in PHYSICAL or in
ELECTRONIC FORM with
TIMESTAMP
TIMESTAMP is mandatory for
Electronic Form

PRESERVATION OF
DOCUMENTS
 OFFICE COPIES OF
NOTICES,AGENDAS,NOTES ON
AGENDA and other related
documents shall be preserved for
minimum as long as they stay current
or 8 financial years whichever is later.

PRESERVATION OF
DOCUMENTS UNDER SEBI
LODR:REGULATION 9:
The listed entity has to bifurcate and
categorise policy into 2 types:-
 Documents whose preservation shall
be permanent in nature
 Documents whose preservation shall
be of not less than 8 years.
 Provided that listed entity may
preserve the documents in electronic
mode.

BOARD MEETINGS UNDER
SEBI (LISTING OBLIGATIONS
AND DISCLOSURE
REQUIREMENTS),REGULATIONS
,2016

PRIOR INTIMATION OF BOARD MEETING AT
WHICH FOLLOWING AGENDAS WILL /
PROPOSED TO BE DISCUSSED / OTHER EVENTS

Regulation 17
 The Board of Directors shall meet
atleast
4 times a year, within a time gap of
maximum 120 days between any 2
meeting.
(Earlier the maximum time gap was
4months between any 2 meetings. )

Regulation 9
 Permanent preservation of few
Documents
 Preservation of Documents not less
than 8 years after completion of
relevant transactions.
 Kept in Electronic mode and Board of
Directors have to form a policy for
preservation of documents in this
regard.

Regulation
No.
The Board Meeting at which following
agendas are to be discussed:
Compliance /
Intimation to
Stock
Exchange
about
29(1)(a) Financial Results atleast 5 clear
days in
advance
(excluding
date of
meeting and
date of
intimation)

Regulation No. The Board Meeting at
which following
agendas are to be
discussed:
Compliance /
Intimation to Stock
Exchange about
29 (1)(b), 29 (1)(c),
29 (1)(d), 29 (1)(e),
29 (1)(f)
•proposal for buyback of
securities
•proposal for voluntary
delisting by the listed
entity from the stock
exchange(s);
•fund raising by way of
further public offer ,etc
•declaration/recommend
ation of dividend, issue
of convertible securities
including convertible
debentures etc
•the proposal for
declaration of bonus
securities where such
proposal is
communicated to the
board of directors of the
listed entity as part of
at least 2 working days
in advance, excluding
the date of the intimation
and date of the meeting.

Regulation
No.
The Board Meeting at which
following agendas are to be
discussed:
Compliance /
Intimation to
Stock Exchange
about
29(3) any alteration in the form or nature of
any of its securities that are listed on
the stock exchange or in the rights or
privileges of the holders thereof
any alteration in the date on which, the
interest on debentures or bonds, or the
redemption amount of redeemable
shares or of debentures or bonds, shall
be payable.
at least 11
working days in
Advance

Regulation 30(6)Disclosure of
Price Sensitive Information
 The listed entity shall first disclose to stock
exchange(s) of all events, as specified in Part A
of Schedule III, or information as soon as
reasonably possible and not later than 24 hours
from the occurrence of event or information
Provided that in case the disclosure is made
after twenty four hours of occurrence of the
event or information, the listed entity shall, along
with such disclosures provide explanation for
delay.
 Provided further that disclosure with respect to
events specified in sub-para4 of Para A of Part A
of Schedule III shall be made within 30mins of
the conclusion of the board meeting.

Regulation
No.
The Board Meeting at which
following agendas are to be
discussed:
Compliance /
Intimation to
Stock Exchange
about
42(2) A listed entity shall give notice in
to stock exchange(s) of record
date specifying the purpose of
the record date
Advance notice of
atleast 7 working
days (excluding the
date of intimation
and the record
date).
42(3) A listed entity shall recommend
or declare all dividend and/or
cash bonuses
Atleast 5 working
days (excluding the
date of intimation
and the record
date) before the
record date
46(3) A listed entity shall update any
change in the content of its
website
Within 2 working
days from the date
of such change in
content.

Regulation 13(3)
 Statement of Grievance Redressal
Mechanism to be filed- within 21days
from the end of the quarter.

Regulation 27(2)(a)
 Corporate Governance Report to be
filed- within 15 days from the end of
the quarter.

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Board meeting of Companies

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