Minutes of First Annual General Meeting of the Company

Minutes of First Annual General Meeting of the Company

THE MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE] PRESENT:   Directors:  [Name of the directors present]  Members:  [Name of the directors present]  CHAIRMAN  [Name of the Chairman] was voted to chair by show of hands. Thereafter the Chairman occupied the Chair and conducted the proceedings of the meeting.  QUORUM  The Chairman ascertained the quorum and called the meeting to order. REGISTER OF DIRECTOR’S SHAREHOLDING Placing on the table the register of Director’s Shareholding maintained by the Company pursuant to Section 307 of the Companies Act, 1956, The Chairman informed the meeting that the said register would remain open and accessible during the continuance of the meeting to every person having the right to attend the meeting. NOTICE OF THE MEETING With the consent of the members present, the notice of the First Annual General Meeting of the Company which has already been lying with the members was taken as read. DIRECTOR’S REPORT With the consent of the members present, the Director’s Report as circulated among the members was taken as read.  AUDITORS REPORT Auditors report as submitted by the Statutory Auditors of the Company for the year ending 31stMarch, ________ was read before the meeting by [Name of the Chairman], Chairman.  ORDINARY BUSINESS   ITEM NO. 1 - TO RECEIVE, CONSIDER AND ADOPT THE AUDITED BALANCE SHEET FOR THE PERIOD ENDED 31ST MARCH, ______, THE PROFIT & LOSS ACCOUNTS AS ON THAT DATE TOGETHER WITH REPORTS OF DIRECTORS AND AUDITORS THEREON.  The Chairman invited the queries on the Audited Annual Accounts of the Company and the Director’s Report and the report of Auditor’s thereon. There being no queries thereafter [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  “RESOLVED THAT the Audited Balance Sheet of the Company as on 31st March, _____ and the Profit & Loss A/c for the year ended as on that date together with the reports of the Board of directors and Auditors’ thereon be and are hereby received, considered and adopted.” ITEM NO. 2. RE-APPOINTMENT OF AUDITORS [Name of the member], Member proposed the resolution and [Name of the member], seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  "RESOLVED THAT pursuant to the provisions of section 224(1) of the Companies Act, 1956, [Name of the Auditors], Chartered Accountants, [Address of the Auditors], the retiring auditors of the company be and are hereby re-appointed as a statutory auditors of the company to hold the office from the conclusion of this meeting until the conclusion of the next annual general meeting at a remuneration as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out of pocket expenses.” ITEM NO. 3. RE-APPOINTMENT OF DIRECTOR  [Name of the member]proposed the resolution and [Name of the member], Member seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  “RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."  ITEM NO. 4. RE-APPOINTMENT OF DIRECTOR [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  “RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."  ITEM NO. 5. RE-APPOINTMENT OF DIRECTOR  [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  "RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, [Name of the director], who was appointed as an Additional Director of the Company under Section 260 of the Companies Act, 1956 and whose term expires at the ensuing Annual General Meeting of the company  and  for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation.  6. VOTE OF THANKS   There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.       Date: