ACTION PLAN CONVENING OF BOARD MEETING

(Procedural & Statutory Requirements considering provisions of CA-13, SEBI Insider

Trading Regulations, Secretarial Standards, SEBI Listing Regulations)

Number of Board Meeting :

Date & Time of Meeting :
Venue :

Sl. Indicative
Compliance Date of
No. Action Point Compliance
by Compliance
Date
A. Pre-meeting Formalities:
1. Preparation of draft agenda in consultation with Chairman/ MD :
Initiation of preparatory work for major standard Agenda items.

In case of Board Meeting for approving Annual Accounts -

i. Draft Notice of the AGM
ii. Draft Directors Report & MDA
iii. Draft Corporate Governance Report
iv. Standalone & Consolidated Accounts
v. Notes to Accounts Share Capital, Secured Loans etc.
Notice of the Meeting to Directors & other invitees [including
2. Statutory, Cost, Internal Auditor as the case may be in Audit
Committee meeting] (physical / e-mail) minimum 7 days before
date of meeting (S.173 of CA-13)
Intimation to SEs of option whether or not the Company wishes
3.
to submit quarterly/ yearly consolidated financial results
(Reg.33(3)(b)(i) of Listing Regulations)
4.
Booking of the Board Room / Conference Room (re-confirmation)
5.
Arranging for refreshments/ lunch for Directors
6. Intimation to KMPs/ officers required to be present at the
Meeting
7. a. Mail/ Intimation to designated employees and directors
regarding closure of Trading Window for dealing in shares as
per Insider Trading Regulations
b. Intimation to Stock Exchanges (BSE & NSE) regarding
closure of Trading Window for dealing in shares as per Insider
Trading Regulations & Listing Regulations Reg.30
8. Mail/ Intimation to Accounts Department seeking details of
transactions with related party entities etc., in which directors are
interested for updation of Register of Contracts maintained u/s
189 [The list of Companies, firms etc is to be updated based on Annual
Disclosures received from Directors u/s 184/189]
9. Prior-intimation to the Stock-Exchanges of Board Meeting
(atleast 7 clear working days in advance) in case of approval of

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 quarterly/ half-yearly/ annual financial results; (clause 29 of
Listing Regulations) and issue public notice/ publish
simultaneously in at least one English national newspaper and
one regional language newspaper. (clause 47 of Listing
Regulations) & also place the same on Companys website
(clause 46 of Listing Regulations)
10. Prior-intimation to the Stock-Exchanges of Board Meeting
(atleast 4 clear working days in advance) in case of any of the
corporate actions viz., dividend/ rights/ preferential/ bonus issue
etc. is considered (clause 29 of Listing Regulations)
11. Booking of space in 2 newspapers [English & Marathi] for
publication of UFR/ AFR within 48 hours of the conclusion of
the Board Meeting (Reg.47(3) of Listing Regulations)
12. Information to be placed before the Board :
a) Reg.7- Appointment / Change in RTA
b) Reg.13(3) Statement of Investor Complaints
c) Reg.17(7) Information as per Sch.II- Part A
d) Reg.17(8) Compliance Certificate by CEO/
CFO as per Sch.II Part B
e) Reg.24 Minutes of BM of unlisted
subsidiaries
f) Reg.33(2)(c)- Limited Review Report

Information to be placed before the Audit Committee :

a) Reg.18(3)- Information as per Sch.II Part C
b) Reg.23 All Related Party Transactions
c) Reg.24(2) Financial Statements of Subsidiaries

Intimation to officers for preparation and submission of

financial, accounting, operational and statistical data to be placed
or considered at the Board Meeting
i) Particulars of Contracts in which Directors are interested /
ii) Statutory Compliance:
i. Direct/ Indirect tax matters
ii. H.R. & Administration
iii. Finance & Accounts
iv. H.O.-Secretarial & Legal - CS
iii) Corporate Governance CFO , Chief KSP, MBD, RCD,
Hospet, Chief, SP-Kalwe, Chief of Mktg SS and Alloy
Steel
iv) Performance Report of Subsidiary Companies
v) Other Report of Secretarial / Share Deptt.
13. Draft Chairmans statement to include material events viz,
change in directorships, postal ballot, rights issue, general

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 industrial scenario, developments subsequent to balance sheet
date affecting Companys business etc. in consultation with
CFO and CMD
14. Preparation of Final Agenda in consultation with MDs and
approval of Chairman
15. Dispatch of Agenda Papers to the directors minimum 7 days of
date of Board Meeting (Cl.1.3.7 of SS-1)
16. Arrangements for travel and stay of directors attending the
meeting to monitor and review
17. Updating the Register of Contracts in which the directors are
interested & to place in the Board Meeting ( u/s. 184 & 189)
18. To keep following matters ready before the meeting :-

a. Directors Attendance Book - cum -Vouchers/ cheque /cash for

payment of sitting fee and conveyance expense to Directors
b. Register of Contracts u/s. 189
c. Original Board minutes for Chairmans Signature
d. Books and related/ supporting documents relating to each item in
the Agenda
B. Formalities at the time of the Meeting:
Keep ready following documents:
1. Memorandum and Articles of Association
2. Annual Accounts for last 3-5 years
3. Contracts/ Agreements to be considered at the Meeting
4. Companies Act/ I.T.Act /SEBI Regulations etc.
C. Post Meeting Formalities:
1. In respect of material event arising out of the decisions
concerning announcement of results, dividends, bonus, rights
etc., - as enumerated in Cl.4 of Para A of Part A of Sch. III of
Listing Regulations information is to be furnished to the Stock
Exchanges within 30 minutes of the closure of the Board Meeting
(Reg.30 of Listing Regulations)
2. In cases UFR / AFR are considered at the Meeting:
i. Ensure that the Financial results are submitted to the
Stock Exchanges within 30 minutes of closure of the Meeting
(Reg.30 read with Sch III & Reg.33) both Electronic
platforms of NSE & BSE;
ii. Financial results are published in newspapers within 48
hours of conclusion of the meeting one English & one
Marathi (Reg.47 of Listing Regulations r/w Reg.33);
iii. Financial results are to be uploaded on website of
MUKAND immediately
3. Intimation to Stock Exchanges promptly of any material /
important / price sensitive information (Reg. 30 & 51 of the
Listing Regulations)
4. a. Intimation to designated employees and directors about re-

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 opening of Trading Window for dealing in shares after 24
hours of publication of financial results in News Papers as per
Insider Trading Regulations
b. Intimation to Stock Exchanges (NSE & BSE) about re-opening
of Trading Window for dealing in shares after 24 hours of
publication of financial results in News Papers as per Insider
Trading Regulations
5. Draft minutes of the meeting, get it confirmed with MDs and
approved by the Chairman after circulating the same to the
members of the Board/ Committee within 15 days of Meeting
(Cl.7.4 of SS-1)
Send copies of the draft minutes relating to financial issues to
CFO and CMD for his comments, if any.
6. Prepare final minutes and get it approved by the Chairman

7. Enter the minutes in the Minute Book (within 30 days) (Cl.7.5 of

SS-1)
8. Follow-up action in respect of any instructions given/ decisions
taken by the Board. Send appropriate memos / IOCs to concerned
Operational Heads intimating the decisions of the Board.
9. Standard ROC filing requirements under CA 2013
a. File Form MGT-14 to file Resolutions falling under Section
117(3), 179(3) & Rule 8 of Chapter XII Rules
b. File other Forms as per Section specific & Agenda specific
requirements