SUGGESTED LIST OF AGENDA ITEMS FOR UPCOMING BOARD MEETINGS (LISTED COMPANIES) 01. Three meetings required to be conducted i.e. Board, Audit Committee and Shareholders and investors grievance committee Meetings. 02. To grant leave of absence, if any. 03. To take note on Disclosure of Interest by All the directors including Nominee and Independent and separate declaration of independence from Independent Directors. (as per NCA, 2013) 04. Confirmation of Minutes of Last Board and Committee Meetings. 05. To take note on Statutory Compliance Certificate in respect of Compliance of various other laws applicable to Company like, Bonus, Gratuity, Factory Act, PF etc. Generally issued by the HRM / HRD department. 06. To take note on Reconciliation of Share Capital Audit Report for the quarter ending on 31st March, 2014. (Clause 55A of SDPR, 1956) 07. To take note on detailed list of compliances with respect to information required to be placed before the Board for their noting and consideration on the same. (as per Clause 49 of listing agreement) 08. Re-formulate the remuneration policy related to Managerial Personnel as per new schedule of NCA. 09. Check if original director is within the India, then the Alternate Director can not hold office on his behalf after 01.04.2014 if the answer is right then take necessary decision in compliance of the provisions. 10. Check the constitution of Board whether there are sufficient numbers of Independent Director in the Board if not then do arrange accordingly. 11. Review and Consideration of Audited Financial Statements for the year ended on 31.03.2014. (i.e. Notice, Director Report, Corp Gov Report, MD analysis, Financial Statements i.e. B/S, P/L, Cash Flow, Notes etc.) 12. Re-appointment of Statutory Auditor for FY 2014-15. 13. Re-appointment of Cost Auditor for FY 2014-15. 14. Appointment of Internal Auditor in the Board Meeting. (as per new Companies Act, the appointment of Internal Auditor is required to be made in the Board Meeting only, earlier it can be done through normal offer of engagement letter.

15. Appointment of Secretarial Auditor for FY 2014-15. (as per Section 204 of NCA, 2013) 16. To discuss on the matter of appointment of women director in the Board. (However, 01 year transition period as per NCA and six months periods i.e. 30.09.2014 as per Listing Agreement has provided but recommendatory to take note of the same in the upcoming board meeting and do needful in this regards) 17. Review and to take note of Internal Auditor Reports of previous quarter. (applicable only in case the company has internal audit mechanism) 18. Prior approval of Audit Committee and Board for Internal Related Parties’ Transaction. (Prior approval of shareholders also required for some cases, therefore careful discussion should be held before entering into any related parties transaction.) 19. Appointment of Chief Financial Officer. (As per section 203 of NCA, 2013) 20. Constitution / Re-constitution of CSR Committee. (Section 135) 21. Constitution / Re-constitution of Stake holder’s relationship Committee. (Section 178) 22. Every listed company and the other companies as prescribed shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances. (Section 177) 23. As per schedule IV of NCA, 2014 Code for Independent Directors, some guidelines have prescribed and as per VII the independent directors shall hold at least one meeting in a year without the attendance of any non-independent directors it mean separate meeting of independent directors only. Therefore, also discuss on the same and arrange for. 24. Prepared Code of Conduct for Board and senior members, if not prepared yet. 25. To discuss and consider provisions regard Closing of Trading Window and do accordingly. (Refer BSE circular dated 03.02.2014) 26. To ensure that the Board have atleast one resident director. 27. To discuss about the uniform financial year and do needful as per provisions of the NCA, 2013. 28. To discuss on the directorship of the Directors which he holds in other companies (not more than 20 Companies out of which not more than 10 can be public).

29. To take note of provisions of new Companies Act, 2013. (we should placed before the board a brief summary of the provisions of NCA, 2013, however it is advisable only)

With best regards, CS Deepesh Kumar Nayak