M. 8.

MINUTES OF THE ( NUMBER) ANNUAL GENERAL MEETING AT

WHICH A POLL WAS DEMANDED
Minutes of the proceedings of the ( Number) Annual General Meeting
of the Company held at on day, the 20 at
[A.M.]
Ltd.
PRESENT
Chairman
Directors

And shareholders present in person.

And shareholders present by proxy.
Chairman of the meeting
Pursuant to Article of the Articles of Association of the
company, the Chairman of the Board of Directors took the chair.
Requisite quorum being present, the Chairman called the meeting to order.
The Chairman informed the members that the company had received
number of proxies for number of equity shares. Out of this,
number of proxies for number of equity shares were invalid. The
number of proxies for number of equity shares were valid.
He further informed the members that the proxies and statement of proxies
were on the table before him.
He also informed the members that the Register of Directors’ Shareholdings
was on the table before him and the same was available for inspection.
With the consent of the member, present, the Notice convening the
meeting and audited balance sheet and profit and loss account and the
Directors’ Report having been circulated to the shareholders were taken as
read.
The Auditors’ Report was read by the Secretary.
Adoption of Accounts
“RESOLVED THAT the audited Balance Sheet as at and Profit and Loss
Account for the year ended on that date and the Directors’ Report and the
Auditors’ Report thereon be and are hereby received, approved and
adopted.
Mr. a member, seconded the Resolution.”
Thereupon a number of shareholders spoke and sought clarifications
relating to the future prospectus, the payment of higher dividends, and the
raising of capital by floating debentures. The Chairman replied suitably to
the various questions asked.
The Chairman put the Resolution to vote on a show of hands and declared
the same carried unanimously.
After the proposal was put to vote by a show of hands and carried,
shareholders holding equity shares carrying one-tenth of the total voting
power present in person as well as by proxy at the meeting demanded a
poll. The Chairman announced that the poll would be taken after disposing
of other business on the Agenda on that day and remarked that the next
item on the declaration of dividend would have to be taken up after the
results of the poll were announced.
The Chairman then appointed two scrutineers, Mr. and Mr.
from among the shareholders present and proceeded to the next items of
the notice of the meeting, viz., the re-appointment of retiring Director and
appointment of Auditors.
Appointment of Director
Mr. proposed:
“RESOLVED that Mr. , a Director who retires by rotation at this meeting,
being eligible for reappointment be and is hereby reappointed as Director
liable to retire by rotation”.
Mr. seconded the proposal
The Chairman put the Resolution to vote on a show of hands and declared
the same carried unanimously.
Appointment of Auditors
Mr. proposed:
“RESOLVED that M/s. , Chartered Accountants, , the retiring
Auditors, be and are reappointed as Auditors of the Company to hold office
from the conclusion of this meeting until the conclusion of the next Annual
General Meeting of the Company on a remuneration of Rs. and the
said auditors be reimbursed out of pocket expenses incurred by them in
connection with the audit of accounts of the company.”
Mr. seconded.
The Chairman put the Resolution to vote on a show of hands and declared
the same carried unanimously.
Poll on Accounts
The ballot papers having been distributed and instructions about
completing them given, the Chairman announced that for the purpose of
declaring the results of the poll on the adoption of Report and Accounts and
for taking up the business of declaration of dividend on equity shares, the
meeting would remain adjourned to . 20 at [P.M.]
at the Registered Office of the Company.
The Chairman then instructed the Scrutineers to take charge of the ballot
boxes and close them after the termination of the meeting.
The Meeting terminated with the Chairman requesting the share-holders
present in person or by proxy to fill up the ballot papers and put them in the
boxes provided for the purpose.
A vote of thanks to the Chair was then proposed.
Dated 20
Chairman