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

Table of Contents

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.

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.
Appointment of Director(s) in casual vacancy subject to the provisions in the Articles of the company. To be subsequently approved in the immediate next general meeting.
According sanction for related party transactions which are not in the ordinary course of business or which are not on arm’s length basis
Sale of subsidiaries.
Purchase and Sale of material tangible/intangible assets not in the ordinary 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 Key Managerial Personnel.
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.