I.
Process for: Board Meeting How to Calculate 120 days
A. Finalizing date of the board meeting Last BM Date
(DD-MM-YYYY) ### Enter date
1. Important Provisions:
Latest Next BM Date
a) Can be convened at any day, time and place (no restriction).
### ← Auto
b) 4 board meetings in each calendar year
c) Maximum interval between 2 consecutive board meetings -
120 days
d) Quorum is 1/3rd of total Board strength or 2 Directors,
whichever is higher.
2. Mandatory Attendees:
a) See Master Data File for Director List
b) Nitin Mantri, Anil Gupta and Toshio Fujiwara generally attend all meetings as part of the Board.
c) Need to keep track for the Directors also acting as occupiers of the factories to attend minimum of 1 meeting in
a year starting from the board meeting date they last attended.
d) Company Secretaries of the respective entity attend the meetings.
e) Sachin Baweja and Mihir Modi are other attendees.
3. Bookings: This activity should be completed before sending the BM notice, top sheet and detailed
agenda to the invitees.
a) Annie ([email protected]) supports to check Director availability and blocking of their calendar
(including sending meeting link for virtual meetings).
b) In case of meetings being held in a non-virtual mode, check and book the board room or other large meeting
room using the following link (https://meetingscheduler.yokohama-oht.com/MeetingMagic/Login.aspx)
B. Finalizing Agenda
1. Proposing Agenda Items:
a) Brief discussions with Sachin Baweja to identify the key items.
b) Identifying the Agenda items required under the “Policy on Board Meetings”.
c) Parallelly send mail to the process owners asking for the agenda items they would like to propose. (See mail
Format 3.f)(1) below)
d) Once items finalised internally, mail to be sent to the Secretarial Vendor to prepare the top sheet, detailed
agenda and relevant annexures. (See mail format 3.f)(2) below)
2. Finalising Agenda Items and detailed agenda:
a) Upon receipt of the inputs from the Secretarial Vendor, the agenda to be discussed with Sachin Baweja and Mihir
Modi
b) In the parallel the CTC’s of the resolutions should be reviewed and sent to the process owners for signoff along
with background documents (if any) being included in the detailed agenda. (see mail format below)
3. Issuing Notice for Board meeting:
a) If the Agenda items are finalised and detailed agenda is still being discussed, it may be decided to release the
notice for the Board meeting with the agenda items stating that the detailed agenda shall be circulated
separately.
b) Upon finalisation of the detailed agenda the mail with the notice and detailed agenda addressed to the Directors
can be sent. If the notice along with the agenda items was already sent earlier this mail needs to top-up the
previously sent mail.
c) Ensure that the agenda items approved along with the detailed agenda as approved along with relevant
documents is attached to the mail.
d) The notice is addressed to the Directors and includes the meeting room details/Microsoft teams meeting link
based on mode of holding the meeting – Check with Annie for the Microsoft teams meeting link.
e) The shorter consent notice is created and sent along with the agenda.
f) See mail formats below….
MAIL FORMATS
(1) Mail format for seeking agenda items from process owners
Addresses:
TO: Shovan Kumar Acharya <[email protected]>; Nitesh Kumar Gupta <[email protected]>; Tejas Shah <tshah@yokohama-
oht.com>; Hitesh Padliya <[email protected]>; Prateek Mehta <[email protected]>; Yogesh Wagh <ywagh@yokohama-
oht.com>
CC: Sachin Baweja <[email protected]>
Subject: Decide from below based on the meeting being called
Subject for ATC: “Upcoming ATC board meeting”
Subject for ATCAP: “Upcoming ATCAP board meeting”
Message:
Dear All,
Kindly let us know if there are any agenda items you propose for the Board meeting being scheduled.
Do let us know your feedback latest by __________ [date to be inserted].
If any agenda is proposed at your end, do also provide the following details:
1. Topic of agenda (1 sentence)
2. Background of the agenda (few lines on the need for the agenda)
3. If any employees or other persons are proposed to be authorized, please share the name and designations along with the nature of authority
proposed to be granted.
4. Copy of the financial approval as per the Schedule of Authority (‘SOA’) if the proposed item is covered in the SOA scope.
5. If there is a particular resolution format proposed by a third party, please attach the same along with your comments (if any).
Please reach out to me / Sachin Baweja for any clarifications.
Thanks
XXXXXXX
(2) Mail format (Draft to Secretarial Vendor)
Addresses:
CC: Sachin Baweja <
[email protected]>
Subject: Decide based on the meeting being called
Subject for ATC: “Upcoming ATC board meeting”
Subject for ATCAP: “Upcoming ATCAP board meeting”
Message:
Dear Mr. Vishwanathan
The board meeting is proposed to be held on _____[please insert date] at ________ [please insert time] through [virtual/physical] [delete
inapplicable] mode.
Please find attached the suggested agenda items that we compiled internally along with the relevant documents. You are requested to prepare the
top sheet, detailed agenda and relevant annexures for the same and share.
Please reach out to me / Sachin Baweja for any clarifications.
Thanks
XXXXXXX
II. Process for General Meeting
A. Finalizing date of the board meeting
SR PROCESS STEPS ATTACHMENTS
NO.
1 Board B. Finalizing date of the board meeting
Meeting
1. Convened at - any time, day and place. 4 board meetings in each calendar year.
Maximum interval between two consecutive board meetings -120 days.
2. Mandatory attendees – Nitin Mantri, Anil Gupta, Toshio Fujiwara, Mihir Modi,
Secretarial head Baweja, Damodar Rathi (for ATC AP) are mandatory attendees. Keep a
check that all the directors attend at least 1 meeting in a year starting from the previously
held board meeting (specifically for the occupiers of the factory)
3. Minimum quorum – Quorum shall be 1/3rd of total strength or 2 whichever is
higher.
4. Availability of directors – Check for director availability from Annie before
sending the detailed agenda, top sheet to the directors.
5. Availability of meeting room in case of physically held meeting – Check for
availability of meeting room on the portal https://meetingscheduler.yokohama-
oht.com/MeetingMagic/Login.aspx
C. Finalizing agenda items
1. Brief discussion with secretarial head to identify key items.
2. Identifying items required under ‘Policy on board meetings’
3. Mail to process owners
4. Mail to secretarial vendor for sending out top sheet, detailed agenda, CTC and
relevant annexures for the meeting.
5. Receipt of documents from secretarial vendor.
6. Review and compilation of agenda by ATC secretarial team.
7. Discussion with secretarial head, CFO.
D. Finalizing detailed agenda
1. Detailed agenda based on items finalised.
2. Confirming the CTC’s of the agenda items finalised.
3. Seeking confirmation of background documents/ information/ CTCs where
process owners have contributed to the agenda items.
4. Discussion with secretarial head, CFO
E. Issuing notice for board meeting
1. Using templates for issuing of notice
2. Including meeting room details/Microsoft teams meeting link based on mode of
holding the meeting – Check with Annie for the Microsoft teams meeting link
3. Creating and sending consent for shorter notice, where applicable.
4. Ensuring the agenda items approved along with the detailed agenda as approved
along with relevant documents attached
F. Receipt of shorter consent and Leave of absence, before board meeting date
1. Following up on consent of shorter notice
2. Creation of leave of absence document
3. Circulation and following up on receipt
G. Drafting of Script
1. Request for script shall be sent by secretarial vendor.
2. On receipt review the same and confirm from Secretarial head & CFO
3. On reviewing and confirmation send to all directors.
H. Conducting Board meeting – attendance register updation in both cases virtually and
physical
1. If case of physical meeting attendance registers shall be updated and signed by
respective people.
2. In case of virtual meeting recordings shall be maintained and registers to be updated.
I. Drafting of minutes, signature
1. Request for minutes shall be sent to secretarial vendor.
2. On receipt review the same and confirm from Secretarial head & CFO
3. Within fifteen days from the date of the conclusion of the Meeting of the Board, the
draft Minutes for the current meeting and signed minutes of the earlier meeting shall be
circulated to all the members of the Board, as per the template
4. The Directors, whether present at the Meeting or not, shall communicate their
comments, if any, in writing on the draft Minutes within seven days from the date of
circulation thereof, so that the Minutes are finalised and entered in the Minutes Book within
the specified time limit of thirty days.
5. General J. Convening the meeting
Meetings
serrge
Time –business hours i.e., between 9 a.m. and 6 p.m.
Day –not a National Holiday.* (National holiday – Republic Day, Independence Day and Gandhi
Jayanti )
Place –Annual General Meetings shall be held either at the registered office of the company or at
some other place within the city, town or village in which the registered office of the company is
situated, whereas other General Meetings may be held at any place within India,
Notice and accompanying documents may be given at a shorter period of time if consent in writing
is given thereto, by physical or electronic means, by not less than ninety-five percent of the
Members entitled to vote at such Meeting.
Frequency
Meeting shall be held in each Calendar year within 6 months from the last day of the financial year
(F.Y)
Last day of the F.Y – 31st March.
Last day of holding the meeting – 30th September
The gap between two successive meetings shall not be more than 15 months.
Quorum – Minimum 2 members shall be present.
Notice
21 days clear notice.
For the purpose of reckoning 21 days clear notice, the day of sending the notice and the day of the
meeting shall not be counted.
For instance, if the meeting is decided to be scheduled on 24th August, the notice shall be
dispatched/emailed latest by 2nd August.
Calculation :
2nd August – dispatch of notice *
3rd August to 23rd August – 21 clear days
24th August – Meeting day
(*in case the company sends the Notice by post or courier, an additional two days shall be
provided for the service of Notice)
III. Agenda finalisation
Statutory Agendas (Ordinary business items)
a) The consideration of financial statements, consolidated financial
statements, if any, and the reports of the Board of Directors and Auditors;
b) The declaration of final dividend;
c) The appointment of Directors in the place of those retiring; and
d) The appointment or ratification thereof and fixing of remuneration of the
Auditors.(section 114 and SS pg 3)
Agendas based on needs (Special business items)
IV. Drafting and finalisation of notice *
Use notice template for general meeting
Send notice to directors, shareholders, statutory auditors, secretarial auditors and company
secretary of the company.
In case of meeting being conducted at shorter notice approval is required to be taken from
shareholders.
(*While preparing for the notice dispatch, intimation to be given to Okuda san for the Corporate
representative document requirement. The Details(Name and ID Proof No.) of corporate representative
should be available while sending the draft documentation. This helps in getting the document before
AGM.)
V. Dispatch of notice, notice template, shorter notice, authorised representative –YRC
Send mail to Okuda San for corporate representative documentation
Draft word documents shall be attached in the mail. (Passport no. , Aadhar card no. or other similar
identity proof no. along with the name of corporate representative should be shared)
Follow up with Okuda san for document finalisation
VI. Conducting general meeting – attendance register updation in both cases virtually and physical
If case of physical meeting attendance registers shall be updated and signed by respective people.
In case of virtual meeting recordings shall be maintained and registers to be updated.
VII. Confirm the presence of statutory auditors including sec auditor and corporate representative
After the notice being sent check with statutory auditor if they shall be attending the meeting. If
not leave of absence shall be required from them before the general meeting.
VIII. Drafting of minutes, signature
Request for minutes shall be sent to secretarial vendor.
On receipt review the same and confirm from Secretarial head and CFO
Sign the final minutes by the chairman within 30 days of the meeting
