Draft Minutes of AGM (Annual General Meeting)

MINUTES OF THE (NO.) ANNUAL GENERAL MEETING OF (NAME OF COMPANY) HELD ON (DAY), (DATE) COMMENCED AT (TIME) AND CONCLUDED AT (TIME) AT REGISTERED OFFICE OF THE COMPANY AT (ADDRESS).

PRESENT

Name                                                                                Director and Member

Name                                                                                  Member

• CHAIRMAN OF MEETING

In accordance with provisions of Companies Act, 2013 and Articles of Association, Mr. ______________ was elected as Chairman of the meeting by Directors present.

• RECORDS AVAILABLE FOR INSPECTION

The following documents and Registers were placed on the Table before the Meeting:

1. Directors’ Report for the financial year ended March 31, _________.
2. Auditors’ Report for the financial year ended March 31, _________.
3. Audited Accounts for the financial year ended March 31, ____________.
4. Registers of Director’s, Directors Shareholding & Members (remained open for inspection during the Meeting).

• All members were present in the Meeting.
• At (TIME), the Chairman Mr. _________________, commenced the Meeting by welcoming the members at (No.) Annual General Meeting.

The Chairman announced that the requisite quorum were present as per Section 103 of the Companies Act, 2013, the meeting was called to order.

• The Chairman introduced the Directors present on dais to shareholders.
• The Chairman thereafter read out his speech. The Chairman then took up the items mentioned in Notice.

ORDINARY BUSINESS

1. Adoption of Annual Accounts- Ordinary Resolution

Proposed by: Mr. ___________________

Seconded by: Mr. __________________

The ordinary resolution set at item no. 1 of the notice pertaining to the adoption of annual accounts along with annexure, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

The Chairman stated that the audited Annual Accounts of the Company for the year ended 31^st March, ______________, the Auditors’ Report thereon and the Directors’ Report attached thereto have been with the members for some time and therefore with the permission of the members present, the same were taken as read.

The Chairman invited the queries from the members present in respect of Annual Accounts of the Company.  Few queries were raised by the members which were suitably replied by the Chairman.

“RESOLVED THAT the Audited Balance Sheet, Statement of Profit & Loss along with the notes forming part of the audited financials for the financial year ended 31^st March ____________ along with the Auditors’ Report and the Directors’ Report thereon for the financial year ended 31^st March _____________, be and are hereby taken as read, approved and adopted by the members.”

2. Appointment of Auditors- Ordinary Resolution

Proposed by: Mr. ________________

Seconded by: Mr. _________________

The ordinary resolution set at item no. 2 of the notice pertaining to the adoption of annual accounts along with annexure, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

The Chairman took the second item of the Notice i.e. the appointment of auditors and to fix their remuneration, for consideration of the members. Mr. _______________, Member proposed the resolution and Mr. ________________, Member, seconded the same.

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed there under, as amended from time to time, M/s. ___________________________, Chartered Accountants, (FRN No. _________________) be and is hereby appointed as Auditor of the

Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the (NO.) AGM of the Company to be held in the year ___________, at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditor.”

The above Ordinary Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.

SPECIAL BUSINESS

1. Regularization of Additional Director Mr. ___________________ as Director of the Company- Ordinary Resolution

Proposed by: Mr. ________________

Seconded by: Mr. _______________

The ordinary resolution set at item no. 3 of the notice pertaining to the regularization of Mr. _________________ as Director of the Company, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

“RESOLVED THAT pursuant to the provisions of section 152, 161 and any other applicable provisions of the Companies Act, 2013, and any rules made there under, Mr. _______________ (DIN: _______________), who was appointed as an Additional Director of the Company by the Board of Directors in the Board Meeting held on ________________ to hold office up to the date of this Annual General meeting be and is hereby elected and appointed as Director of the Company”.

The above Ordinary Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.

The meeting concludes at (Time) with a vote of thanks to the Chair from the floor.

Date: __________________                                   ________________________

Place: __________________                                                           (Chairman)