Tuesday 27 September 2016

Draft AGM Minutes and Notices



DRAFT AGM MINUTES AND MINUTES OF 
FIRST MEETING 
ALONG WITH NOTICES

MINUTES OF ANNUAL GENERAL MEETING

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MINUTES OF THE ___TH ANNUAL GENERAL MEETING OF ______________ PRIVATE LIMITED HELD ON ___DAY, ______ __, 20__ AT _______ A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT ___________.

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MEMBERS PRESENT:


___________________ Director

___________________ Director

___________________ Director & Shareholder

___________________ Director & Proxy for _________


IN ATTENDANCE :

Mr. __________ : Company Secretary



  1. APPOINTMENT OF CHAIRMAN


At the request of the other member present at the meeting Mr. _________ was appointed as the Chairman of the meeting.


  1. READING OF NOTICE OF THE AGM


The Chairman read the notice of the AGM and ascertained the quorum for the meeting and after ascertaining the required quorum present at the meeting he called the meeting in order.


  1. ADOPTION OF FINANCIAL STATEMENTS AND THE REPORTS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015


Mr. _________ proposed and Mr. ___________seconded the following resolution as an ordinary resolution.

[Resolution No: 01/__________]


“RESOLVED THAT the Directors’ report , Extract of Annual return, Auditors report, Balance sheet and profit and loss account including all schedules and notes forming part of the financial statements for the year ended March 31, 2015 be and is hereby approved and adopted.”



“RESOLVED FURTHER THAT Mr. ___________, Director of the company be and is and hereby authorized to digitally sign and file Form AOC-4, Form MGT-7 and other applicable forms, if any to give effect to the above resolution with the registrar of companies.”


  1. APPOINTMENT OF AUDITORS


Mr. ________________ proposed and Mr. __________ the following resolution as an ordinary resolution:

[Resolution No: 02/__________]



“RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, as amended from time to time, pursuant to the resolution passed by the members at the AGM held on __________, 2014, the appointment of M/s. __________ & Co. Chartered Accountants, having Firm Registration No. _______ as the auditors of the company to hold office till the conclusion of the next AGM be and is hereby ratified and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year ending on March 31, 2016 in consultation with the Auditors.


  1. VOTE OF THANKS


There being no other business to transact the meeting concluded with a vote of thanks to the Chair.

Date: ________

Place: _________

                                                                                                                    …........…................

                                                                                                                        CHAIRMAN


FIRST MEETING NOTICE


NOTICE

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Notice is hereby given that First meeting no. __/__________ of the Board of Directors of the company will be held on ___________, __ __, 20__ at 11.00 a.m. at the Registered Office of the company at ________________ to transact the following business:



  1. To consider appointment of Chairman;

  1. To consider leave of absence;

  1. To note the minutes of the previous Board meeting;

  1. To consider Disclosure of interest from directors;

  1. To consider Unsecured loan from Directors and their relatives;

  1. To consider approval of Related party transactions;

  1. To consider any other matter with the permission of the chair;





For ________________ LIMITED





_______________

Director

DIN:

Address:



Date: ________

Place: ________

MINUTES OF MEETING

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MINUTES OF THE FIRST MEETING NO. ___/20__-_ OF THE BOARD OF DIRECTORS OF ___________PRIVATE LIMITED HELD ON _______DAY, _____ ___, _____ AT ____ A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT ________________





DIRECTORS PRESENT


___________________ Director

___________________ Director

___________________ Director & Shareholder

___________________ Director & Proxy for _________




IN ATTENDANCE :

Mr. __________ : Company Secretary



  1. APPOINTMENT OF CHAIRMAN


Mr. __________, Director present at the Meeting was appointed as the Chairman of the meeting.


  1. LEAVE OF ABSENCE


Leave of absence was not required since all the directors of the company were present at the meeting.


  1. QUORUM


The quorum being present, the chairperson declared the meeting open.


  1. MINUTES OF THE PREVIOUS BOARD MEETING


The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.


  1. DISCLOSURE OF INTEREST


The Chairman placed before the Board the copies of the Form MBP 1 received from the directors of the company. He further informed that as per the Companies Act, 2013 every director of the company is required to disclose his interest in the other entities. The Board took note of the same and passed the following resolution:

[Resolution No: 01/__________]



“RESOLVED THAT pursuant to Section 184 (1) of the Companies Act, 2013 read with Rule 9 (1) of the Companies (Meetings of Board and its Power) Rules, 2014, and other applicable provisions of companies Act, 2013, the general notice of disclosure of interest or concern in Form MBP-1 received from Mr. ______________ (DIN: ……………………) and Mrs. __________ (DIN: ,…………..), Directors of the Company, as placed before the meeting, be and is hereby noted and taken on record by the Board.”



“RESOLVED FURTHER THAT Form DIR 8 under pursuant to Section 164 (2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions of the Companies Act, 2013 the appointment and qualification of the directors, as placed before the Board, be and is hereby noted and taken on record.”



“RESOLVED FURTHER THAT Mr. ___________ (DIN: ……………), Director of the Company be and is hereby authorized to make necessary entries in the Register maintained for the purpose.”


  1. UNSECURED LOAN FROM DIRECTORS AND THEIR RELATIVES


The Chairman informed the Board that the company may be in requirement of funds to meet the working capital requirement the company may take the loans in the form of unsecured loans from the directors and their relatives. He further informed that as per the provisions of the Companies Act, 2013 it is required to take the approval of the Board of Directors to receive the unsecured loan from any directors and their relatives. The Board discussed the matter and passed the following resolution:

[Resolution No: 02/__________]



“RESOLVED THAT approval of the Board of Directors of the company be and is hereby accorded for the acceptance of the unsecured loan from Mr. ____________ and Mr. _________ who are the directors of the company.”



“RESOLVED FURTHER THAT unless otherwise is decided by the Board of Directors of the Company, the company may accept an amount up to Rs. __________ as unsecured loan for the financial year 2015 – 2016 from Directors, and their relatives of the Company.”



“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby authorized to do such acts, deeds, matters and things as Board of Directors may in its absolute discretion consider necessary, proper, expedient, desirable or appropriate for such invitation/acceptance/renewal/receipts as aforesaid and matters incidental thereto.”


  1. APPROVAL OF RELATED PARTY TRANSACTIONS


The Chairman informed the Board that the Board approval is required to undertake transactions between related party for the financial year 2015-16 and he also placed before the Board a List of Related Parties along with maximum amount to be transacted. The Board took note of the same and passed the following resolution:

[Resolution No: 03/__________]



“RESOLVED THAT pursuant to section 188 and other applicable provisions of the Companies Act, 2013, approval of the Board be and is hereby accorded for Related party transactions as per the following details:


Company/Entity Name
Maximum Amount
(In Rs.)
  1. ________Pvt. Ltd.

  1. ________ Pvt. Ltd.

  1. _________Pvt. Ltd.















  1. VOTE OF THANKS


There being no other business to transact the meeting concluded with the vote of thanks to the Chair.
 


Date: _______

Place: _______





….........................

CHAIRMAN

SECOND MEETING NOTICE


NOTICE
===========================================================

Notice is hereby given that Second meeting no. 02/2015-16 of the Board of Directors of the company will be held on ___day, _______ __, 2016 at ______ a.m. at the Registered Office of the company at __________________ to transact the following business:



  1. To consider appointment of Chairman;

  1. To consider leave of absence;

  1. To note the minutes of the previous Board meeting;

  1. To consider approval of annual accounts for the year ended March 31, 2016;

  1. To consider approval of Directors’ Report and extract of Annual return for the year ended March 31, 2016;

  1. To consider convening ___th Annual General Meeting;

  1. To consider any other matter with the permission of the chair;









For Private Limited





_________________

Director

Date: _________

Place: _________


MINUTES OF MEETING



=================================================================
MINUTES OF THE SECOND MEETING NO. __/______ OF THE BOARD OF DIRECTORS OF______________________PRIVATE LIMITED HELD ON _______DAY, __________ __, ___ AT ____ A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT _____________


DIRECTORS PRESENT

___________________ Director

___________________ Director

___________________ Director & Shareholder

___________________ Director & Proxy for _________



IN ATTENDANCE :

Mr. __________ : Company Secretary


  1. APPOINTMENT OF CHAIRMAN


At the request of the other Director present at the Meeting Mr. __________ was appointed as the Chairman of the meeting.


  1. LEAVE OF ABSENCE


Leave of absence was not required since all the directors of the company were present at the meeting.


  1. QUORUM


The quorum being present, the chairperson declared the meeting open.


  1. MINUTES OF THE PREVIOUS BOARD MEETING


The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.


  1. APPROVAL OF ANNUAL ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2016


The Chairman placed before the Board the draft balance sheet and profit and loss accounts of the company for the financial year 2015-2016. He further informed that as per the provisions of the Companies Act, 2013, the balance sheet and the profit and loss accounts of the company need to be authenticated by the directors, hence the matter was placed before the Board. The Board discussed the same and passed the following resolution:

[Resolution No: 01/__________]



“RESOLVED THAT approval of the Board of Directors of the company be and is hereby accorded for the Balance Sheet and Profit & Loss Account (including schedules and notes forming part of the accounts), submitted before the Board for the financial year ending March 31, 2016.”


“RESOLVED FURTHER THAT Mr. ___________ and Mr. ___________, Directors of the company be and are hereby authorized to sign the Balance Sheet and Profit and loss account for the year ended March 31, 2016.”



“RESOLVED FURTHER THAT Mr. ___________, Director of the company be and is and hereby authorized to digitally sign and file Form AOC-4, Form MGT-7 and other applicable forms, if any to give effect to the above resolution with the registrar of companies.”


  1. APPROVAL OF DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2016


The Chairman placed before the Board the draft Directors’ report and Extract of Annual return for the year ending March 31, 2016. He further informed that as per the provisions of the Companies Act, 2013, the Directors’ Report need to be authenticated by the directors, hence the matter was placed before the Board. The Board discussed the same and passed the following resolution:

[Resolution No: 02/__________]



“RESOLVED THAT approval of the Board of Directors of the company be and is hereby accorded for the Directors’ Report and Extract of Annual return as submitted before the Board for the financial year ending March 31, 2016.”



“RESOLVED FURTHER THAT Mr. ___________ and Mr. ___________________, Directors of the company be and are hereby authorized to sign the Directors’ Report and Extract of Annual return for the year ended March 31, 2016.”


  1. ANNUAL GENERAL MEETING FOR THE YEAR 2015-2016

The Chairman placed before the Board the draft notice of the _____th Annual General Meeting of the Company. He further informed that as per the provisions of the Companies Act, 2013, every company need to convene a General Meeting of its shareholders as Annual General Meeting of the company hence the draft notice of the same meeting placed before the Board for approval and circulations. The Board discussed the same and passed the following resolution:

[Resolution No: 03/__________]



“RESOLVED THAT approval of the Board of Directors of the Company be and is hereby accorded the convening ___th Annual General Meeting of the Company on _______day, _______ __, 2016 at ____ a.m. at the registered office of the Company at _____________________________.”



“RESOLVED FURTHER THAT Mr. ____________, Director of the company be and is hereby authorized to sign the notice of the meeting and circulate among all the members of the company.”



  1. VOTE OF THANKS


There being no other business to transact the meeting concluded with the vote of thanks to the Chair.



Date: _______

Place: _________





….........................

CHAIRMAN



 THIRD MEETING NOTICE






NOTICE
============================================================

Notice is hereby given that Third meeting no. ___/20___ of the Board of Directors of the company will be held on ____day, _______ __, 2016 at _____ a.m. at the registered office of the company at ___________________ to transact the following business:



  1. To consider appointment of Chairman;

  1. To consider leave of absence;

  1. To note the minutes of the previous Board meeting;

  1. To consider review of business;

  1. To consider any other matter with the permission of the chair;





For Private Limited





__________________

Director

DIN:

Address:



Date: ________

Place: ________
MINUTES OF MEETING
===========================================================
MINUTES OF THE THIRD MEETING NO. __/_____ OF THE BOARD OF DIRECTORS OF ________________PRIVATE LIMITED HELD ON _____DAY, ________ __, 2016 AT _____ A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT _____________________________________



DIRECTORS PRESENT

___________________ Director

___________________ Director

___________________ Director & Shareholder

___________________ Director & Proxy for _________

IN ATTENDANCE :

Mr. __________ : Company Secretary


  1. APPOINTMENT OF CHAIRMAN


Mr. ___________, Director present at the Meeting was appointed as the Chairman of the meeting.


  1. LEAVE OF ABSENCE


Leave of absence was not required since all the directors of the company were present at the meeting.


  1. QUORUM


The quorum being present, the chairperson declared the meeting open.


  1. MINUTES OF THE PREVIOUS BOARD MEETING


The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.


  1. REVIEW OF BUSINESS


The Board reviewed the business of the company from the last Board Meeting date to this Board Meeting and discussed on the opportunities available for the company in its business.


  1. VOTE OF THANKS


There being no other business to transact the meeting concluded with the vote of thanks to the Chair.

Date: _________

Place: _________





…......................

CHAIRMAN

FOURTH MEETING NOTICE


NOTICE

 ============================================================

Notice is hereby given that Fourth meeting no. 04/2015-16 of the Board of Directors of the company will be held on ____day, _______ __, 2016 at _____ a.m. at the registered office of the company at ___________________ to transact the following business:


  1. To consider appointment of Chairman;

  1. To consider leave of absence;

  1. To note the minutes of the previous Board meeting;

  1. To consider review of business;

  1. To consider any other matter with the permission of the chair;





For Private Limited





__________________

Director

DIN:

Address:



Date: ________

Place: ________

MINUTES OF MEETING



============================================================
MINUTES OF THE FOURTH MEETING NO. __/___ OF THE BOARD OF DIRECTORS OF ________________PRIVATE LIMITED HELD ON _____DAY, ________ __, 2016 AT _____ A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT _____________________________________


DIRECTORS PRESENT

___________________ Director

___________________ Director

___________________ Director & Shareholder

___________________ Director & Proxy for _________

IN ATTENDANCE :

Mr. __________ : Company Secretary


  1. APPOINTMENT OF CHAIRMAN


Mr. ___________, Director present at the Meeting was appointed as the Chairman of the meeting.


  1. LEAVE OF ABSENCE


Leave of absence was not required since all the directors of the company were present at the meeting.


  1. QUORUM


The quorum being present, the chairperson declared the meeting open.


  1. MINUTES OF THE PREVIOUS BOARD MEETING


The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.


  1. REVIEW OF BUSINESS


The Board reviewed the business of the company from the last Board Meeting date to this Board Meeting and discussed on the opportunities available for the company in its business.


  1. VOTE OF THANKS


There being no other business to transact the meeting concluded with the vote of thanks to the Chair.



Date: _________

Place: _________ 

…......................

CHAIRMAN

Thanks & Regards,
CS Meetesh Shiroya










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