items which shall not be passed by circulation

Illustrative list of business items which shall not be passed by circulation and shall be placed before the Board at its Meeting (SS1)

General Business Items which shall not be passed by circulation and shall be placed before the Board at its Meeting (SS1)
  • 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 a list of laws applicable specifically to the company.
  • Appointment of Secretarial Auditors and Internal Auditors.
Specific Items which shall not be passed by circulation and shall be placed before the Board at its Meeting (SS1)
  • Borrowing money otherwise than by issue of debentures.
  • Investing the funds of the company.
  • Granting loans or giving guarantees 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.
  • In the case of a public company, the appointment of Director(s) in casual vacancy is subject to the provisions in the Articles of the company.
  • 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.
Corporate Actions
  • Authorize 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 acquire a controlling or substantial stake in another company.list-of-business-which-shall-not-be-passed-by-circulation-and-shall-be-placed-before-the-Board-at-its-Meetinglist-of-business-which-shall-not-be-passed-by-circulation-and-shall-be-placed-before-the-Board-at-its-Meeting
Additional list of Items in case of listed companies approving annual operating plans and budgets.
  • Capital budgets and any updates. Information on the 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 judgment 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 labor problems and their proposed solutions.
  • Any significant development in Human Resources/ Industrial Relations front like the 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.
This list of items which shall not be passed by circulation and shall be placed before the Board at its Meeting (SS1)

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