AGM CHECKLIST

Sr. No. 1

Activity

Obtain confirmation from the Directors on Compliance with Section 274(1)(g) of the Companies Act, 1956 Obtain certificate under Clause 49(I)(B) of the Listing Agreement from the Non-executive Directors of all pecuniary relationship or transactions entered into with non-executive directors Obtain certificate under Clause 49(V)(B) of the Listing Agreement from the Management of all material, financial and commercial transactions entered into Book the Hall where AGM is proposed to be convened

Hold Subsidiary Companies Board Meetings to approve their annual accounts Obtain Notice u/s 257 (with deposit of Rs.500) for appointment of Directors other than those retiring by rotation To check the shareholdings of Financial Institutions to ascertain whether Special Resolution is required to be passed for appointment of Auditors under Section 224A

Obtain eligibility certificate from Auditors under Section 224(IB) Draft AGM Notice and Explanatory Statement Ascertain if any resolution is to be passed through Postal ballot Draft separate Notice for Postal Ballot, if required Prepare Statement of Employees covered under Section 217(2A) Draft Directors Report

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Intimation to Stock Exchanges and issue of Press Release regarding Board Meeting for audited financial results, consideration of accounts and recommending dividend, if any Obtain compliance certificate from the Auditors under Clause 49(VIII) of the Listing Agreement Prepare Chairmans Speech Prepare Statement of computation of profits under Sections 349 and 350 Statement of Subsidiary Companies, if any, under Section 212 Prepare Management Discussion and Analysis Report Prepare Agenda for Board Meeting Send Agenda to Directors Conduct Audit Committee Meeting to consider Audited Financial Results. Ensure that the Statutory Auditors attend the Audit Committee Meeting (Clause 49 of Listing Agreement) Hold Board Meeting to consider the annual accounts, decide the rate of dividend, to consider the closing of Transfer Books and appointment of scrutinizer for postal ballot Notice of Dividends, turnover, etc be submitted to the Stock Exchange within 15 minutes of conclusion of the Board Meeting (Clause 20 of the Listing Agreement) Inform Shareholders about particulars of unclaimed dividend Send audited annual results to Stock Exchange (Clause 41 of the Listing Agreement (within 15 minutes of conclusion of Board Meeting) Publish audited annual results (Clause 41) and Book Closure dates in newspapers Send Annual Report for printing

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Open Dividend Account with a Bank Inform Auditors to attend the Annual General Meeting Send copies of Notice regarding book closure and audited Results published in newspaper to Stock Exchange Download names and addresses of Beneficial Owners (NSDL and CDSL) for mailing Annual Report Annual Report to be sent to (a) Stock Exchanges (b) Trustees (c) Financial Institutions, if loan covenants so require (d) Solicitors (e) Analysts (f) Statutory Auditors, Internal Auditors and Cost Auditors (g) Depository for distribution among GDR holders (h) Department of Company Affairs Post Annual Reports to other stakeholders as per the mailing list of the Company along with Notice of Postal Ballot to shareholders, if any Last date for posting Annual Reports Notice of Annual General Meeting to be published in newspapers Arrangements for receipt of postal ballots Make the necessary security arrangements at the venue of the AGM Letter to Police Station in the vicinity of the venue for security Obtain RBI approval for printing MICR Numbers Dividend Warrants Obtain Proxies and Board Resolutions u/s 187 Draft anticipated Questions-Answers to be kept ready Draft outline of the Proceedings of the AGM for the reference of Chairman and Directors

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Send letter of appointment to practicing Company Secretary for certification of Annual Return Test run the ECS data with Banks Catering arrangement at the venue of General Meeting

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Transfer Books Closure (Closure suggested for 7 days. Companies may close the Books for shorter periods or longer periods up to 30 days) Prepare Proxy Register and keep ready relevant statutory registers Obtain report from scrutinizer on postal ballot, if applicable Hold Board Meeting Hold Annual General Meeting Inform Directors of their re-appointment Letters to Stock Exchanges regarding passing of resolution in AGM Tax on Dividends to be paid to Bank Dividend amount to be deposited with Bank Post intimation of ECS remittance to the concerned shareholders Inform Auditors about their re- appointment (within 7 days from AGM) Draft AGM & Board Meeting Minutes Transfer unclaimed dividend to Unpaid Dividend A/c Copies of Balance Sheet and other relevant documents to be filed with the Registrar of Companies (within 30 days from the date of Meeting)

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Two copies of Balance Sheet be sent to the Joint Director, Monopolies Research Unit, New Delhi (within 30 days) Follow with Banks on return of any ECS remittance Disclose the Shareholdings as of record date to Stock Exchanges under Regulation 8(3) of SEBI Takeover Guidelines (i.e. within 30 days from the Record Date). Obtain signature on AGM Minutes within 30 days of AGM

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Last Date of Payment of Dividends Send AGM Minutes to Stock Exchanges [Clause 31(d)] Annual Return to be filed with the Registrar of Companies (within 60 days) Attach Auditors certificate obtained under Clause 49(VIII) to the Annual Return

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Transfer unpaid dividend to the Investor Education and Protection Fund after 7 years