INDEX
| S.No. | Particulars | Page No. |
| A. | Approval of audited Annual Accounts | |
| B. | Auditors’ Report | |
| C. | Appointment of Auditors | |
| D. | Retirement of Director by Rotation | |
| E. | Candidature of Director | |
| F. | Book Closure | |
| G. | Compliance Certificate | |
| H. | Directors’ Responsibility Statement | |
| I. | Approval of Directors’ Report | |
| J. | Convening the AGM | |
A. APPROVAL OF AUDITED ANNUAL ACCOUNTS
OPTION: 1
Draft audited annual accounts of the Company for the year ended 31st March, ----- along with draft auditors report were placed before the meeting. The Chairman explained the financial performance of the Company for the year under review. The Board members had a detailed discussion on the annual accounts and other related matters. The following resolution was passed by the Board unanimously:
OPTION: 2
The Chairman placed the draft audited annual accounts of the Company for the year ended 31st March, ----- along with draft auditors report before the meeting. The financial performance of the Company for the year under review was explained to the Board. After a detailed deliberation in the meeting, the audited annual accounts were unanimously adopted by the Board. The following resolution was passed in this regard:
OPTION: 3
(In case the Company has an Audit Committee)
The Chairman placed before the Board draft audited annual accounts of the Company for the year ended 31st March ----- along with draft auditors report. The Board was briefed on the financial performance of the Company for the year under review. The meeting was informed that the accounts had already been considered and approved by the Audit Committee of the Board. A detailed discussion was held on the annual accounts and other related matters. The following resolution was passed unanimously:
RESOLTUION:
"RESOLVED THAT the audited Balance Sheet of the Company as at --------- and Profit & Loss Account for the year ended on that date along with the schedules and annexures as placed before this meeting be and are hereby received, considered and approved.
RESOLVED FURTHER THAT in terms of the provisions of section 215 of the Companies Act, 1956, and other applicable provisions, if any, Mr -------- and Mr -------- be and are hereby authorised to sign the audited Annual Accounts on behalf of the Board of Directors of the Company and the same be handed over to the Statutory Auditors for their signatures and Report thereon."
IN CASE OF LISTED COMPANIES, IF ANNUAL RESULTS ARE REQUIRED TO BE PUBLISHED, THE FOLLOWING PARAGRAPH WILL BE INCLUDED
RESOLVED FURTHER THAT Mr ------------, Director of the Company be authorised to take further necessary actions to transmit the financial results to the concerned stock exchanges and to publish the same in the newspapers as per the requirements of the listing agreement."
B. AUDITORS' REPORT
OPTION 1
As the Auditors were present at the meeting venue, they signed the annual accounts and handed over the same alongwith their Report on the Annual Accounts. The Board took note of the same.
OPTION 2
The annual accounts were sent to the Statutory Auditors for their signature and Report thereon and the meeting was adjourned for a tea break.
At the resumption of the meeting, the Annual Accounts duly signed by the Statutory Auditors along with the Auditors' Report on the annual accounts were placed before the Board. The Board took note of the same.
IN CASE OF NBFC
(the following para will be included for the year 1998 onwards)
The Auditors also forwarded a report addressed to the Board of Directors in terms of the provisions of the Non Banking Finance Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. The Board took note of the above.
C. APPOINTMENT OF AUDITORS
The Board was informed that in terms of the provisions of the Companies Act, 1956, M/s ------------, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligibile, offered themselves for re-appointment. It was also informed that a certificate in terms of section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed reappointment had been obtained from them. The Board decided to recommend their appointment at the ensuing Annual General Meeting.
D. RETIRMENT OF DIRECTOR BY ROTATION
Option 1
The Board was informed that in terms of the provisions of the Companies Act, 1956, and the Articles of the Association of the Company, Mr _________ would retire by rotation at the ensuing Annual General Meeting. It was also informed that being eligible, Mr __________offered himself for re-appointment. The Board took note of the same.
Option 2
The Board was informed that in terms of the provisions of the Companies Act, 1956, and the Articles of the Association of the Company, one director out of Mr _________ and Mr _________would retire by rotation at the ensuing Annual General Meeting. The Chairman suggested that the name of the retiring director should be determined through draw of lots. The Board agreed with the Chair. However, Mr _______ voluntarily offered himself for the retirement. Since Mr ________ was eligible for re-appointment, he also offered himself for the same. The Board took note of the same.
E. APPOINTMENT OF DIRECTOR
The Chairman informed the Board that Mr __________ was appointed as an Additional Director of the Company to hold office till the date of the ensuing annual general meeting. The Board was further informed that the Company had received a notice along with the requisite deposit proposing the candidature of Mr _______ for the office of director of the Company. The matter was discussed and it was decided to include the aforesaid matter in the AGM notice for the consideration of the Members of the Company.
F. TAKING NOTE OF BOOK CLOSURE
(This item to be incorporated for the listed companies usually)
The Chairman informed the Board that the register of members and share transfer books of the Company shall remain closed from ___ day, ___ to ____ day, _____ (both days inclusive) for the purpose of Annual General Meeting of the Company. The Board took note of the same.
G. COMPLIANCE CERTIFICATE
(This item to be included for the Companies having paid up capital of Rs. 10 lacs or more but less than Rs. 50 Lacs (before 2001)/Rs 2 Crore starting from year 2001)
The Chairman placed before the meeting, the Compliance Certificate issued by M/s __________ & Associates, Company Secretaries in terms of the provisions of first proviso to sub-section (1) of section 383A of the Companies Act, 1956. The Board perused the Compliance Certificate and took note of the same.
H. DIRECTORS’ RESPONSIBILITY STATEMENT
(Approval of the Directors’ Responsibility Statement will be included in the board meeting in which accounts are approved from the year 2001 onwards. However, the discussion should be changed from the year 2002 onwards)
Option 1
(in the year 2001)
The Board was informed that a new sub-section (2AA) to section 217 was introduced through vide Companies (Amendment) Act, 2000, which requires a Directors’ Responsibility Statement on certain specific matters to be included in the Directors’ Report on the annual accounts. The Chairman read out the draft given in the Act as follows:
(a) That in preparation of the accounts for the financial year _____, the applicable accounting standards have been followed alongwith proper explanations relating to material departures,
(b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period,
(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and
(d) That the Directors have prepared the accounts for the financial year ______ on a going concern basis.
A draft Directors’ Responsibility Statement was placed before the meeting. The Board discussed all the clauses of the Statement. Since the Company had complied with all the requirements of the Statement, the draft was unanimously approved by the Board and the following resolution was passed:
Option 2
(Year 2002 onwards)
The Chairman placed before the meeting draft Directors’ Responsibility Statement to be included in the Directors’ Report on the Annual Accounts. The Board discussed all the clauses of the Statement. Since the Company had complied with all the requirements of the Statement, the draft was unanimously approved by the Board and the following resolution was passed:
RESOLUTION:
“RESOLVED THAT the Directors’ Responsibility Statement as per the draft placed before this meeting be and is hereby approved and the same be included in the Directors’ Report.”
I. APPROVAL OF DIRECTORS’ REPORT
The Chairman placed before the Board, draft Directors’ Report to be placed before the ensuing annual general meeting of the Company alongwith the annual accounts for the year ended ——. The Board perused the same. After a detailed discussion, the Report was adopted by the Board. The following resolution was passed unanimously:
RESOLUTION
“RESOLVED THAT in terms of the provisions of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, and other applicable provisions, if any, the Directors’ Report as per the draft placed before the meeting, be and is hereby approved and adopted.
RESOLVED FURTHER THAT Mr —————, Chairman be and is hereby authorised to sign the same on behalf of the Board of Directors of the Company.”
J. CONVENING THE ANNUAL GENERAL MEETING
The Board was informed that the next annual general meeting of the Company was required to be convened in accordance with the provisions of the Companies Act, 1956 to conduct various businesses. The matter was discussed by the Board and the following resolution was passed unanimously:
“RESOLVED THAT the next annual general meeting of the Company be convened on ____________ and that the draft notice of AGM as placed before this meeting be and is hereby approved.
RESOLVED FURTHER THAT Mr ________, Director be and is hereby authorised to sign the AGM notice and send the same along with the Annual Accounts and other documents to all the persons entitled to receive the same and to take other necessary steps in this regard.”
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