Chp10_m2 Minutes Format

M. 2. MINUTES OF A BOARD MEETING WITH REGARD TO APPROVAL OF ACCOUNTS AND TO FIX THE DATE OF ANNUAL GENERAL MEETING

Minutes of the Meeting of the Board of Directors of XYZ Ltd. held on Monday, the 15th May, 2004 at 4.00 P.M. at 22 Vandana Road, Tirupati. Present Shri

Managing Director & Chairman

Shri

Director

Shri

Director

Shri

Director

Shri

Director

In Attendance Shri

Company Secretary

Shri

Auditor

1. Chairman Chairman, Shri

took the Chair.

2. Leave of Absence Leave of absence was granted to Shri 3. Disclosure of Interest A letter dated received from Shri , stating that he had been appointed as a director on the board of directors of Ltd. with effect from was read. 4. Register of Contracts Register of contracts maintained pursuant to section 301 of the Companies Act, 1956 was laid on the table and the entries made therein since the last meeting of the board were perused and signed. 5. Annual Accounts (a) Approval of Draft Annual Accounts A draft of the profit and loss account of the company for the year ended 31st March, 2005, was placed before the meeting. The board noted the provisions made for depreciation, interest, etc. (b) Appropriation of profits and recommendation of dividends An appropriation of Rs. Income-tax on profits.

was made towards payment of

Board of directors considered the appropriation of net profits after tax to general reserves pursuant to section 205 (2A) of the Companies Act, 1956 read with the Companies (Transfer of Profits to Reserves) Rules, 1975 and also decided upon the dividend to be recommended to the shareholders and the following resolutions were passed: (i) “Resolved that an amount of Rs. lakhs be and is hereby transferred to the general reserves of the company pursuant to

(c)

(d)

(e)

(f)

(g)

section 205(2A) of the Companies Act, 1956 read with the Companies (Transfer of Profits to Reserves) Rules, 1975”. (ii) “Resolved that dividend at the rate of Rs. 2 per share be recommended to be paid on the equity shares of Rs. 10 each of the company (subject to deduction of tax at source, if required) for the year ended 31st March, 2004 to those shareholders whose names would appear in the register of members as on the date of the forthcoming annual general meeting”. Approval of Annual Accounts and Signing “Resolved that the profit and loss account for the year ended 31st March, 2005 and the balance sheet as on that date be and are hereby approved in terms of section 215(3) of the Companies Act, 1956”. The said approved profit and loss account and the balance sheet were thereafter signed by Shri the Managing Director, and Shri another director of the company in accordance with section 215(1)(ii) of the Companies Act, 1956. Signing of Accounts by Auditors Shri , Partner of Chandak & Associates, Chartered Accountants, the auditors of the company, being present at the meeting signed the accounts and handed over the same along with auditors’ report to the shareholders, to the chairman. The auditors’ report was perused. The directors noted that the auditors had no reservations on accounts and that no qualification was made by them. Ascertainment of Directors Retiring by Rotation It was ascertained that in terms of section 256, Shri , and Shri , being longest in the office, would be liable to retire by rotation at the forthcoming annual general meeting. Appointment of Co-opted Director at the Annual General Meeting A notice along with a demand draft of five hundred rupees as deposit drawn in favour of the company received from Shri a shareholder of the company proposing the appointment of Shri , as director at the forthcoming annual general meeting was placed before the board. It was decided to include the appointment of Shri , as an item of special business in the notice of the general meeting, with suitable explanatory statement. Re-appointment of M/s Chandak & Associates as the Auditors of the Company A letter dated 7th June, 2005 received from M/s Chandak & Associates, the Company’s Auditors certifying that their re-appointment, if made at the forthcoming annual general meeting, would be within the limits specified under section 224(1B) of the Companies Act, 1956, was laid on the table. The directors noted that M/s Chandak & Associates, Chartered Accountants were eligible for re-appointment as the auditors of the company at the forthcoming annual general meeting.

(h) Director’ Report A draft of the Director’ Report was placed before the board for consideration. It was:“Resolved that the draft of Directors’ Report as placed before the meeting, be and is hereby approved”. “Resolved further that Shri , the Chairman and Managing Director of the company, be and is hereby authorised to sign the Director’ Report on behalf of the Board of Directors in accordance with section 217(4) of the Companies Act, 1956”. “Resolved further that the compliance certificate obtained from M/s. , Secretary in whole-time practice be attached with the Board’s report and a copy thereof with Form No. 66 of the General Rules and Forms be filed with the Registrar within 30 days after the annual general meeting. (where applicable) (i) Fixing the date of Annual General Meeting The board decided that the next annual general meeting of the company be held at the registered office of the company at on Monday, the at 11.00 A.M. (j) Closure of Register of Members The board decided that the Register of Members would remain closed from, the to (both days inclusive) for the purpose of payment of dividends. (k) Notice of Annual General Meeting A draft of the notice of annual general meeting was laid on the table. The board perused the draft of the notice and authorised Shri , Company Secretary to issue the same on behalf of the board. (l) Authorisation for filing accounts Resolved that pursuant to section 220 of the Companies Act, 1956, the annual accounts for the year ended on their adoption of the annual general meeting be filed with the ROC within 30 days from the date of AGM and that Mr. Managing Director be and is hereby authorised to sign relevant form No. 23AC and comply with other requirements in this regard. There being no other matter, the meeting ended with a vote of thanks to the chair. dated the Signature