Legal Format & Draft
Minutes of the Proceedings of the Annual: Sample Format
Reference draft used in Indian courts — replace the blanks with your own case details.
Minutes of the proceedings of the..........nd Annual General Meeting of the Company held
at..........on.....at.A.M. ..........
Present
1. Mr. A.................... Chairman
2. Mr. B.................... Director
3. Mr. C.................... Director
4. Mr. D.................... Member in person
5. Mr. E.................... Member in person
6. Mr. F.................... Member by proxy
7. Mr. G.................... Member by proxy
Mr. A, Chairman of the Board of Directors of the Company, who is entitled to take the chair under
Article..........of the Articles of Association of the Company took the chair.
(i) The notice convening the meeting was read by the Secretary.
(ii) The minutes of the last meeting were read and signed by the Chairman.
(iii) The Directors' report and the. audited Balance Sheet and Profit and Loss Account for the year
ending..........duly audited and certified by the Company's Auditors were taken as read.
(iv) The following resolutions were passed by the meeting.
(1) (1) Resolved that the Balance Sheet and the Profit and Loss Account for the year
ended.......... as audited and certified by the Company's auditors together
with the Directors' and Auditors' report be approved and adopted.
Proposed by Shri ...................................................
Seconded by Shri ...................................................
(Carried unanimously)
(2) Resolved that the dividend of....................% as recommended by the Board of
Directors on the equity
shares each fully paid up in the paid up capital of the Company for the year ending
with..........be approved and that the aforesaid dividend be paid subject to deduction
of income-tax before payment under section 194 of the Income-tax Act, 1961 to the
members of the Company whose names appear on the Register of
Members of the Company as on .....................................
Proposed by .....................................
Seconded by .....................................
(Carried unanimously)
(3) Resolved that M/s ....................Chartered Accountants, the retiring auditors who
have offered their services and who are not disqualified to act as auditors of the Company
under section 224(l B) of the Companies
Act, 1956 be and are hereby reappointed auditors of the Company to hold office until the
conclusion of the next general meeting and they may be paid by way of remuneration fee
of Rs. 25,000 plus reimbursement of out-of
pocket expenses incurred by them.
Proposed by .....................................
Seconded by .....................................
(Carried unanimously)
(4) Resolved that Mr. A be and is hereby appointed a Director whose period of office will
be liable to retire by rotation in terms of Article....................ofthe Articles of Association
of the Company.
Proposed by....................
Seconded by....................
(Carried unanimously)
The meeting was terminated with a vote of thanks to the Chair.
Date
...
...
.... Chairman
at..........on.....at.A.M. ..........
Present
1. Mr. A.................... Chairman
2. Mr. B.................... Director
3. Mr. C.................... Director
4. Mr. D.................... Member in person
5. Mr. E.................... Member in person
6. Mr. F.................... Member by proxy
7. Mr. G.................... Member by proxy
Mr. A, Chairman of the Board of Directors of the Company, who is entitled to take the chair under
Article..........of the Articles of Association of the Company took the chair.
(i) The notice convening the meeting was read by the Secretary.
(ii) The minutes of the last meeting were read and signed by the Chairman.
(iii) The Directors' report and the. audited Balance Sheet and Profit and Loss Account for the year
ending..........duly audited and certified by the Company's Auditors were taken as read.
(iv) The following resolutions were passed by the meeting.
(1) (1) Resolved that the Balance Sheet and the Profit and Loss Account for the year
ended.......... as audited and certified by the Company's auditors together
with the Directors' and Auditors' report be approved and adopted.
Proposed by Shri ...................................................
Seconded by Shri ...................................................
(Carried unanimously)
(2) Resolved that the dividend of....................% as recommended by the Board of
Directors on the equity
shares each fully paid up in the paid up capital of the Company for the year ending
with..........be approved and that the aforesaid dividend be paid subject to deduction
of income-tax before payment under section 194 of the Income-tax Act, 1961 to the
members of the Company whose names appear on the Register of
Members of the Company as on .....................................
Proposed by .....................................
Seconded by .....................................
(Carried unanimously)
(3) Resolved that M/s ....................Chartered Accountants, the retiring auditors who
have offered their services and who are not disqualified to act as auditors of the Company
under section 224(l B) of the Companies
Act, 1956 be and are hereby reappointed auditors of the Company to hold office until the
conclusion of the next general meeting and they may be paid by way of remuneration fee
of Rs. 25,000 plus reimbursement of out-of
pocket expenses incurred by them.
Proposed by .....................................
Seconded by .....................................
(Carried unanimously)
(4) Resolved that Mr. A be and is hereby appointed a Director whose period of office will
be liable to retire by rotation in terms of Article....................ofthe Articles of Association
of the Company.
Proposed by....................
Seconded by....................
(Carried unanimously)
The meeting was terminated with a vote of thanks to the Chair.
Date
...
...
.... Chairman
Using this format
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