Tentative Checklist for immediate actions for all Corporate.

Resolutions to be proposed at the ensuing AGM

1) Increase in borrowing limit and creation of charge - S/180 (I) (c) & 180 (I) (a)

2) Accepting Public Deposits - S/73 & 76

3) Change/ Alteration in AOA –Adopt Table F

4) Invt. in other body Corporates - S/186

5) Appointment of Branch Auditors

6) Related Party transactions, if any - S/188

7) Appointment of Auditors – Within 3yrs of notification S/139 (2)

8) Issue of Securities on Pvt. Placement - S/42

9) Appt of CFO & other KMPs - Board approval as 203

10) Fixing Remuneration of KMPS - Board approval as 203

11) Appt. of independent directors - S/149(10) to (12)

Actions immediately to be taken on notification of the Act

1) Identify related parties – To be notified to accounts department

2) Print new Business letters, bills etc with CIN no. – s/12(3) (c)

3) Devise CSR policy & spending – s/135

4) Adopt new Whistle Blower Policy – Vigil mechanism – 177(10)

5) File Return on Public Deposits within 3 months – 74(1)

6) Return on change in Top 10 shareholders – within 15 days - S/93

7) To obtain positive consent for receiving documents by email (S/101)

8) Obtain certificate of Independence from Directors S/149 (7)

9) Terms of reference of Audit committee –Additional items to be placed before audit committee at each meeting - S/177 (4)

10) Nomination & Remuneration policy to be approved by Board – S/178 (3) & (2)

11) Terms of reference of Stakeholder committee – Additional items to be placed before the Committee - S/178 (6)

12) Devise Code for independent Directors – Schedule IV

13) Observe Secretarial standards for Board & General meetings S/118 (10)

14) Reconstitute Board (within 1 year)– for (i) appl. of ID’s for 5yrs (ii) not liable to retire by rotation –S/149 (10) to (13)

15) Maintain Register of KMPs - S/170

16) Can pay sitting fees upto Rs. 1lakh S/197 (5)

17) Check the compliance required by unlisted Public companies (if paid-up/networth exceed prescribed limits)

Additional compliance

1) To attend at least 1 Board Meeting in 12 months or vacate office S/167 (1) (b)

2) Change in top 10 shareholders S/93

3) File Board Resolutions passed U/S 179

4) File Report on AGM – S/121

5) Postal Ballot Applicable to Pvt. Cos – S/110

6) Directors Responsibility Statement – Clause (e) & (f) of S/134 (5) have laid down adequate “internal financial controls” (defined in the Act) – To devise policy on internal financial controls.

7) Auditors – Appoint for 5 Years – Existing limit to be considered S/139 (2) – Ratification every year

8) To inform auditor & ROC about appointment within 15 days – S/139

9) Relative of auditor not to hold shares in excess of Rs. 1lakh S/141