Minutes – Annual General Meeting

minutes of the 38TH Annual general meeting OF THE MEMBERS OF ___Name of co.__________ LIMITED HELD ON __________DATE wITH day__________ AT _____________venue with proper address_______________ AND Concluded At ____time___

DIRECTORS PRESENT:

IN PRESENCE:

Members and Proxy was Present throughout the meeting.

With the Consent of all the Members/Proxies present in person Mr. / Mrs. __________, Chairman and Director of the Company, occupied the Chair.

The Chairman then welcomed the members and asked the Company Secretary to ascertain the Quorum of the meeting. The Company Secretary then ascertained the Quorum and informed the same to the Chairman. On confirmation of Quorum from the Company Secretary, the Chairman declared the presence of Valid Quorum as per the Companies Act, 2013 and he called the meeting to be in order.

The Chairman then introduced the persons sitting on dias and then addressed the members with his speech.

The Chairman then informed that the Statutory Register as required under the Companies Act, 2013, the original copies of the Statutory Auditors Report and Secretarial Audit Report are placed before the meeting and is open for inspection of the members throughout the Meeting. The Chairman further stated that the Company has received __NO. of__ valid proxies . The Register of proxies alongwith instrument of proxy are placed on the table and are available for inspection by members until the conclusion of this meeting.

The members present then confirmed the receipt of the notice of 38th Annual General Meeting and confirmed the said notice as read and therefore the Chairman declared that he will take the business as per the Agenda given in the notice of the Meeting:

ADOPTION OF AUDITED FINANCIAL STATEMENTS (INCLUDING CONSOLIDATED FINANCIAL STATEMENTS) OF THE COMPANY FOR THE FINANCIAL YEAR ENDED [DATE] TOGETHER WITH THE REPORT OF THE BOARD OF DIRECTORS AND AUDITORS THEREON.

The Chairman put forth before the members the Financial Statements of the Company for the FY [FY] for queries of the members. Thereafter the Chairman requested to propose and second the following resolution:

PROPOSED BY: _______________________

SECONDED BY: _______________________

“RESOLVED THAT the Financial Statements of the Company for the year ended [DATE], including Consolidated Financial Statements for the said financial year, along with the Reports of the Board of Directors and the Auditors, as laid before the Meeting, be and are hereby approved and adopted.”

“RESOLVED FURTHER THAT Mr. [DIRECTOR 2 NAME], Director, Mr. [DIRECTOR NAME], Wholetime Director and Mr. [COMPANY SECRETARY NAME], Company Secretary of the Company be and are hereby authorized severally to file any Form and do other necessary compliances with the Registrar of Companies, [PLACE] and to do all such works and deeds as may be required to give effect to the above resolution.”

The Chairman then put the above resolution to vote on show of hands and declared that the resolution was carried out unanimously.

The Chairman then moved to the next item on Agenda.

2. APPOINTMENT OF DIRECTOR IN PLACE OF MR. [DIRECTOR 2 NAME] (DIN: [PIN]), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HERSELF FOR RE-APPOINTMENT.

Mr. [DIRECTOR 2 NAME], Chairman, being interested in this resolution as per the provisions of the Companies Act, 2013, requested Mr. [INDEPENDENT DIRECTOR NAME] to occupy the position of Chairman for this Agenda. The members then unanimously appointed Mr. [INDEPENDENT DIRECTOR NAME] as the Chairman to continue the proceedings of the meeting. Mr. [INDEPENDENT DIRECTOR NAME] occupied the Chair and requested members to propose and second the following resolution:

PROPOSED BY: __________________________

SECONDED BY: _________________________

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. [DIRECTOR 2 NAME], Director of the Company, retiring by rotation at this Annual General Meeting being eligible and willing for reappointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation.”

“RESOLVED FURTHER THAT any of the Director and Company Secretary of the Company be and are hereby authorized severally to do all such acts, deeds, matters and things as may be necessary for giving effect to the aforesaid resolution.”

The Chairman then put the resolution to vote on show of hands and declared that the resolution was carried out unanimously.

The Chairman then moved to the next item on Agenda.

TO APPROVE AND REGULARISE THE CHANGE IN THE DESIGNATION OF MR. [DIRECTOR NAME] (DIN: [DIN]) AS A WHOLETIME DIRECTOR OF THE COMPANY.

The Chairman apprised the members that the position of Mr. [DIRECTOR NAME] has been changed from director to the Wholetime Director of the Company at the Board Meeting of the Company held on [DATE] for a period of 5 years at a remuneration as may be approved by the Nomination and Remuneration Committee of the Company. The said term of 5 years shall expire on [DATE].

Also, pursuant to the provisions of section 196 of the Companies Act, 2013 read with relevant rules framed there under, the approval of shareholders by way of Ordinary resolution is sought for his appointment as a Whole Time Director for a period of 5 years.

The Chairman then put the agenda item to vote on show of hands and declared that the resolution was carried out unanimously.

The Chairman then moved to the next item on Agenda.

TO APPROVE AND REGULARISE THE CHANGE IN THE DESIGNATION OF MR. [DIRECTOR 2 NAME] (DIN: [DIN]) FROM MANAGING DIRECTOR TO NON-EXECUTIVE DIRECTOR OF THE COMPANY.

The Chairman of the meeting has informed to the members of the Company that Mr. [DIRECTOR 2 NAME] (DIN: [DIN]) has tendered his Vacation from the Post of Managing Director vide his letter dated [DATE]. He desires to continue to act as a Non-Executive Director of the Company from the date of his Vacation.

The Chairman further added that Mr. [DIRECTOR 2 NAME] has served to the Company as a Managing Director since its incorporation i.e. from [DATE] till the date of his Vacation. All the Directors and Company is grateful for his Association of more than 37 years as a MD of the Company and he managed and encounters all the circumstances of the Company and he has struggled well with his Hardcore to provide this sustainable growth to the Company.

The Chairman and all other members present has taken the note of his Vacation from the Position of Managing Director.”

The Chairman then put the resolution to vote on show of hands and declared that the resolution was carried out unanimously.

The Chairman then moved to the next item on Agenda.

TO REGULARIZE AND TAKE NOTE OF THE INTERIM DIVIDEND PAID TO EQUITY SHAREHOLDERS OF THE COMPANY IN THE FINANCIAL YEAR [FY].

At this point of time, Mr. [INDEPENDENT DIRECTOR NAME] requested Mr. [DIRECTOR 2 NAME] to re-occupy the Chair. Mr. [DIRECTOR 2 NAME] re-occupied the Chair and continued the proceedings of the Meeting.

The Board of Directors of the Company has approve the Interim Equity Dividend of [AMOUNT]/- per share in their meeting dated [DATE] and same has Paid to all the shareholder of the company and balance if any has been kept aside in the Separate Bank Account as Unpaid Dividend Account of MPL for the FY [FY] as per the rules and regulation specified under the companies Act 2013. The approval of the shareholder is required for the same.

The Chairman then put the resolution to vote on show of hands and declared that the resolution was carried out unanimously.

The Chairman then moved to the next item on Agenda.

TO ADOPT MEMORANDUM AND ARTICLE OF ASSOCIATION IN LINE WITH COMPANIES ACT 2013

The Chairman put forth before the members the Adopter Memorandum of Association and Article of Association as per the Companies Act 2013 of the Company.. Thereafter the Chairman requested to propose and second the following resolution:

PROPOSED BY:

SECONDED BY:

“RESOLVED THAT pursuant to the provisions of the section 13 & 14 of the companies Act 2013(“the Act”) , read with the companies (Incorporation) Rules, 2014, and any other applicable provisions, including any modification(s) thereto or re-enactment(s) thereof for the time being in force, the consent of the members of the company be and is hereby accorded to adopt the Memorandum & Articles of Association of the Company in lines with the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT any of the Board of Directors of the company be and are hereby severally authorized to do all such acts, deeds and things as may be necessary or incidental in this regard to give effect to the foregoing resolution including filing of all the necessary e-forms with the office of Registrar of Companies”

The Chairman then put the resolution to vote on show of hands and declared that the resolution was carried out unanimously.

REFRESHMENTS & VOTE OF THANKS:

As all the business as per the notice of the meeting was transacted and there being no other business left, the Chairman invited all the members present in the meeting room for snacks and high tea. Thereafter the meeting concluded with a vote of thanks to the Chair.

Date of Entry:

Date of Signing:

Place:[PLACE] CHAIRMAN