DRAFT SPECIMEN
MINUTES OF GENERAL
MEETINGS
Minutes of the Statutory Meeting
.......... Limited
Minutes
of the statutory meeting of ………held on day………..2002 at ………
The following were present:
1 (In the Chair)
2 Director
3 Director
4 Shareholders (in person)
5 Shareholders (by proxy)
Shri
……..Chairman took the Chair.
After ascertaining that the
requisite quorum for the meeting was present, the Chairman called the meeting
to order.
The Chairman informed the
members that the list of members was open for inspection, and welcomed them to
the meeting.
The Secretary read the
notice of the Statutory Meeting and the Statutory Report was circulated to the
members.
The Chairman apprised the
members about the working of the company and reviewed the position since its
incorporation. The Statutory Report was discussed by the members. After
discussions, the following resolutions were passed:
Proposed by Shri ____and seconded by Shri ____the
following resolution was unanimously passed:
"RESOLVED that the modifications made in the
contracts as set out in the Statutory Report be and are hereby approved."
Proposed by Shri …..and seconded by Shri ……the
following resolution was unanimously
passed:
"RESOLVED that the Statutory Report of the
company laid before the members be and is hereby approved and adopted."
Shri ……proposed a vote of thanks to the Chairman and the meeting ended.
Dated: ..............
CHAIRMAN ……………..
Minutes of the Annual General Meeting
................ Limited
Minutes of the Annual
General Meeting of the shareholders of Limited,
held on……day ….2002 at….a.m./p.m. at
Present:
1
_________ (In the Chair)
2 _________
Director
3
_________ Director
4 _________ Members (in person)
5 _________ Members (in proxy)
1. Shri …….Chairman took the Chair, and thereafter
chairman's speech was read. With the
permission of the members, the notice of the meeting was taken as read.
2. After ascertaining that
the requisite quorum for the meeting was present, the Chairman called the
meeting to order.
3. The Chairman welcomed the
members to the Annual General Meeting. The Chairman informed the members that
during the year under review, the company earned a net profit of Rs. 5 crores
for the first time since its incorporation. He statod that the company is
vigorously exploring the possibility of entering in the overseas market and it
was expected that the company would, in future, be in a position to generate
sufficient surplus after meeting all its expenses. The Secretary then read the
Auditor's Report.
4. The shareholders
considered the profit and loss account for the year ended 31st December, 2000-2001
and the balance-sheet date and the Auditors, Report thereon and the
Directors' Report attached thereto including the annexures annexed thereto.
Shri…..proposed and Shri ……seconded that the
following resolution be adopted as an Ordinary Resolution:
"RESOLVED that the
profit and loss account for the year ended 31st December, 2000-2001 and
the balance-sheet as on that date be and are hereby adopted."
On being put to vote on show
of hand the resolution was adopted unanimously.
Shri ……proposed and by Shri ……seconded that the
following resolution be adopted as Ordinary Resolutions:
"RESOLVED that pursuant
to the recommendations made by the Board of Directors of the company, a
dividend at the rate of Rs …..per equity share to the equity shareholders of
the company whose name appear in the Register of Members as on …..be and is hereby
declared out of the current profits of the company for the year ended on 31st
December, 2001.
RESOLVED FURTHER that
dividend warrants be posted within 42 days hereof to all the shareholders who
are entitled to receive the payment."
On being put to vote on show
of hands, the resolution was adopted unanimously. Shri ……proposed and by Shri
…..seconded that the following resolution be adopted as an Ordinary
Resolutions.
"RESOLVED that Shri who retires by rotation and being eligible for re-appointment,
be and is hereby re- appointed as a Director of the company."
On being put to vote on show
of hands, the resolution was adopted, with one shareholder voting against the
resolution. Shri ……proposed and by Shri ….seconded, that the following
resolution be adopted as an Ordinary Resolution:
"RESOLVED that Messrs Chartered Accountants,
the retiring Auditors of the company be and are hereby re-appointed as
Auditors of the company to hold office until the conclusion of the next Annual
General Meeting and that they may be paid a fee of Rs.75,000/- for
auditing the accounts of the company plus actual out-of pocket expenses
incurred by them."
On being put to vote by the
chairman on show of hands, the resolution was adopted unanimously.
Shri …..proposed and Shri …….seconded that the
following resolution be passed as an Ordinary Resolution:
"RESOLVED that the
authorised capital of the company be and is hereby increased from Rs. 50 lakhs
divided into 50,0001- equity shares of Rs. 10/- each to Rs. 5
crores dividend into 50,00,000 equity shares of Rs. 10/- each by creation
of an additional 49,50,000/- equity shares of Rs. 10/- each.
RESOLVED FURTHER that as a
result of increase in the authorised capital of the company, Clause V of the
Memorandum of Association of the company be and is hereby altered by
substituting 'Rupees Five Crores' and '50,00,000', for the existing 'Rupees
Fifty Lakhs' and '50,000' respectively."
On being put to vote on show
of hands, the resolution was adopted unanimously. Shri ……proposed and by Shri
…….seconded that the following resolution be passed as a Special Resolution.
"RESOLVED that article
4 of the Articles of Association of the company be altered in the following
manner:
For "Rs. Fifty
lakhs" and "50,000" substitute "Rs Five Crores" and
"50,00,000" respectively."
On being put to vote on show
of hands, the resolution was adopted unanimously.
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Dated: ....................
CHAIRMAN
Minutes of the Extraordinary General Meeting
................ Limited
Minutes of the Extraordinary General Meeting of the Shareholders of ……Limited, held on ….day …..2002 at….. a.m./p.m. at ……
The following were present
1.
________ In Chair
2.
________ Director
3.
________ Director
4.
________ Shareholders (in person)
5.
________ Shareholders (by proxy)
1. Shri …….Chairman took the Chair.
2. The Secretary read the
notice convening the Extraordinary General Meeting.
3. At the outset Shri …….a
shareholder suggested that instead of approaching the shareholders whenever
credit facilities were required, it might be feasible to pre-estimate the
credit limits to be availed over and above the aggregate of the paid-up
capital of the company and its free reserves and obtain the approval from the
shareholders once in a year. The Chairman agreed to have the suggestion
considered in detail. Thereafter the special Items of business were taken up.
4. Shri …….proposed and Shri
………seconded that the following resolution be adopted as an Ordinary
Resolution:
"RESOLVED that pursuant
to the provisions of section 293(l)(e) of the Companies Act, 1956, and other
applicable provisions, if any, the Board of Directors of the company be and is
hereby authorised to contribute to charitable and other funds not directly
relating to the business of the company or the welfare of its employees from
time to time in any financial year to the extent of Rs. 2,00,000 being 5% of
its average net profits as determined in accordance with the provisions of
sections 349 and 350 of the Act during the three financial years immediately
preceding, whichever is greater" .
On being put to vote on show
of hands, the resolution was adopted by an overwhelming majority.
5. Shri ……..proposed and Shri ………seconded that the
following resolution be adopted as an Ordinary Resolution:
"RESOLVED that the
consent of the company under the provisions of section 293(l)(d) of the
Companies Act, 1956, is hereby accorded to the Board of Directors of the
company to borrow from time to time all such sum(s) of money as the Directors
may deem requisite for the purposes of the business of the company
notwithstanding that the money(s) to be borrowed together with the money(s)
already borrowed by the company (apart from temporary loans obtained from the
company's bankers in the ordinary course of business) will exceed the aggregate
of the paid-up capital of the company and its free reserves provided that
the total amount to be borrowed by the Board of Directors shall not exceed the
sum of Rs. 10 crores at any one time."
On being put to vote on show
of hands the resolution was adopted with two shareholders voting against the
resolution.
6. Shri ……proposed and Shri ……seconded that the
following resolution be adopted as a Special Resolution.
"RESOLVED that the
consent of the shareholders of the company be and is hereby accorded, as
provided under section 149(2A) and other applicable provisions, if any, of the
Companies Act, 1956, for the commencement of business included as "other
objects for which the company is established" at Serial Nos. 11, 12 and 13
in Paragraph III of the Memorandum of Association of the company."
On being put to vote the resolution was adopted
unanimously.
The meeting ended with a vote of thanks to the
Chair.
Dated: ..................................
CHAIRMAN ……….
................ Limited
Minutes of the Extraordinary General Meeting of the Shareholders of …..Limited, held on ……day …..2002 at ….. a.m./p.m. at …….
The following shareholders of the company were
present:
1. ................... Shareholders (in person)
2 …………… Shareholders (by proxy)
Proposed by S/Shri …..and seconded by S/Shri
……Shri……a Director on the Board of Directors of the company, took the,Chair.
The Secretary read the
notice convening the Extraordinary General Meeting.
The Secretary placed on the
table the consent letters received from the shareholders waiving the statutory
notice period under section 171(2)(ii) of the Companies Act, 1956.
The Chairman of the meeting
mentioned that …….which hold majority shares in the company had asked for
adjournment of the meeting because there was no adequate time for their
representatives to attend the meeting. In deference to the wishes of …..the
Chairman with the consent of other shareholders present, adjourned the meeting
to a date, time and place to be fixed by him in due course.
The meeting adjourned with a
vote of thanks to the Chair.
Dated: ..................................
CHAIRMAN………………
Minutes of the Extraordinary General Meeting
Minutes of the Extraordinary General Meeting of the Shareholders of ….Limited held on ….day of …..2002 at ……A.M/P.M at New Delhi
1.
________ Chairman
2.
________ Director
3.
________ Director
4. ________ Shareholders (In
person)
5. ________ Shareholders (By
proxy)
1. Shri Chairman
took the Chair.
2. The Chairman announced
that since the requisite quorum for the meeting was present, the formal
proceedings of the meeting could commence. He then asked the Secretary to read
the notice of the Meeting.
3. The Chairman informed the Members that in order to meet the company's modernisation proposals, the company had to approach the financial Institutions for finance. Further existing borrowing of the Company together with the amount to be raised as term loan from the financial Institutions was likely to cross the aggregate of its paid-up Capital and its free reserves. Pursuant to provisions contained in Section 293(l)(d) and Section 293(l)(d) of the Companies Act, 1956, the Board of Directors of the Company were to approach Members for their approval in a General Meeting to borrow moneys in excess of the aggregate of the paid-up capital and its free reserves of the company, that is to say, reserves not set apart for any specific purpose excluding temporary loan obtained from the Company's Bankers in the ordinary course of business and for mortgaging and/or charging by the Board of Directors of the Company of immovable and movable properties of the Company.
4. Shri …….proposed and Shri ……seconded that the
following resolution be adopted as an Ordinary Resolution:
"RESOLVED that pursuant
to section 293(l)(d) of the Companies Act, 1956, authority be and is hereby
accorded to the Board of Directors of the Company to borrow and raise such sums
of money from time to time as may be required for the purpose of the Company's
business in excess of the aggregate of the paid-up capital of the Company
and its free reserves, that is to say, reserves not set apart for any specific
purpose, subject to the condition that such borrowing shall not exceed Rs. 7
crores over and above the aggregate of the paid-up capital of the company
and its free reserves and shall exclude all temporary loans obtained by the
Company from its bankers in the ordinary course of its business".
"RESOLVED FURTHER that
the action of the Board of Directors of having made borrowing, if any, within the
aforesaid limit of Rs. 7 crores be and is hereby ratified and confirmed."
The Chairman then put the
said resolution to vote on show of hands, and it was passed unanimously.
5. Shri proposed
and Shri …….seconded that the following resolution be adopted as an Ordinary
Resolution:
"RESOLVED that the
consent of the Company be and is hereby accorded in terms of Section 293(l)(a)
and other applicable provisions, if any, of the Companies Act, 1956 to
mortgaging and/or charging by the Board of Directors of the Company of all the
immovable and movable properties of the Company where so ever situate, present
and future, and the whole of the undertaking of the Company together with power
to take over the management of the business and concern of the Company in
certain events, to or in favour of all or any of:
(1) Industrial
Development Bank of India (IDBI)
(2) Industrial Finance
Corporation of India (IFCI)
(3) The Industrial
Credit and Investment Corporation of India Limited (ICICI) to ensure:
(a) 1. Rupee Term Loan not exceeding Rs. 182 lacs
(Rupees one hundred and eighty two lacs) and Foreign Currency Loan DM 291882
(Two lacs ninety-one thousand eight hundred and eighty-two) lent
and advanced/agreed to be lent and advanced by IDBI to the Company;
(a) 1. Rupee Term Loan not exceeding Rs. 90 lacs
(Rupees ninety lacs only) and Foreign Currency Loan DM 291882 (Two lacs ninety-one
thousand eight hundred and eighty-two) lent and advanced/agreed to be
lent and advanced by IFCI to the Company;
(a) 2. Rupee Term Loan not exceeding Rs. 182 lacs
(Rupees one hundred eighty-two lacs only) and Foreign Currency Loan DM
303556 (Three lacs three thousand five hundred fifty six) lent and
advanced/agreed to be lent and advanced by ICICI to the Company.
(b) The interest at the respective agreed rates,
compound/additional interest, commitment charge, premium on prepayment or on
redemption, costs, charges, expenses and all other moneys payable by the
Company to IDBI, IFCI and ICICI in terms of their respective Loan
Agreement/Heads of Agreement/Letters of Sanction/Memoran-dum of terms and
conditions, entered for the said term loan/Debenture;
RESOLVED FURTHER that the
Board of Directors of the Company be and is hereby authorised to finalise with
IDBI/IFCI/ICICI the documents for creating aforesaid mortgage and/or charge and
to do all such acts and things as may be necessary for giving effect to the
above resolution."
On being put to vote by the
chairman the resolution was passed unanimously by show of hands.
The meeting ended with a
vote of thanks to the Chair.
Dated: ...................................
CHAIRMAN
Minutes of Annual General Meeting of XYZ Ltd. Held on …….at…..p.m. at ……..
Present:
Mr
________ Chairman
Mr
________ Director
Mr
________ Director
Mr
________ Director
Mr
________ Director
Mr
________ Director
In attendance: Secretary
The Chairman announced that
since the quorum for the meeting was there, the formal proceedings of the
meeting could commence. He then formally extended a very warm welcome to the
shareholders of the Annual General Meeting and introduced his colleagues on the
Board to the shareholders.
He also stated that the
Company received 18 proxies and authorisations totalling 49,33,430 equity
shares of the Company equivalent to 49.3343% of the share capital. He added
that two shareholders, viz., IFCI holding 4,70,000 shares and Unit Trust of
India holding 10,20,000 shares were present through their representatives
Sarvashri. SPM and UKR respectively, by way of letters of authorisation.
The Chairman then read his
statement which had been circulated to the shareholders earlier. His suggestion
that the notice for the meeting be taken as read was accepted. He then asked
the Secretary to read the Auditors' Report. Thereupon Secretary read the
Auditor's Report and the Annexure to the Auditor's Report being taken as read
with the permission of the shareholders.
Thereafter the Ch airman
proposed the following resolution as an Ordinary Resolution:
"RESOLVED that the
Profit and Loss Account for the year ended 31st March, 2002, the Balance-sheet
as at that date, the Report of Directors and Auditors as laid before the
Members at this meeting be and are hereby adopted."
This was seconded by Mr.
RSR. Before putting the resolution to vote, the Chairman invited the
shareholders for their comments.
The following shareholders
participated in the proceedings of the meeting:
Mr. OPM
Mr. SKS
Mr. RSK
Mr. AKM
They were generally complimentary about the implementation of the project and also agreed with the statement made by the Chairman that there was bright future for the Company taking the present power scenario in the country into account. One of the important points raised by the Shareholders was about the proposal to shift the Registered Office of the Company from Delhi to Lucknow. The Chairman explained that this was necessary in order " to improve the overall functional efficiency of the Company considering that the Factory was near Lucknow and the Corporate Office of the Company was already at Lucknow. However, he assured the shareholders that the local office in Delhi will continue to function as hithertofore and local shareholders will not experience any difficulty whatsoever as a result of the proposal to shift the Registered Office from Delhi to Lucknow. The Chairman also suitably answered all the other points raised by the shareholders.
Thereafter the Resolution
was put to vote on show of hands by the chairman and it was carried
unanimously.
Mr. SKM then proposed and
Mr. MKS seconded the following Resolution as an Ordinary Resolution:
"RESOLVED that Mr. ONS
who retires by rotation, and being eligible for re-appointment, be and is
hereby re-appointed as a Director of the Company."
The Resolution was carried
unanimously.
Mr. BRA proposed and Mr. HRR
seconded the following Resolution as an ordinary Resolution:
"RESOLVED that Mr. PQR
who retires by rotation, and being eligible for re-appointment, be and is
hereby re-appointed as a Director of the Company."
The Resolution was carried
unanimously.
Mr. KBS proposed and Mr. ALK
seconded the following Resolution as an Ordinary Resolution.
"RESOLVED that M/s R.S.
Rawat & Co., Chartered Accountants, the retiring Auditors, be and are
hereby appointed as Auditors of the Company to hold office until the conclusion
of the Annual General Meeting on a remuneration of Rs. 75,000/- plus
actual out-of-pocket expenses in connection with the Company's
audit."
The Resolution was carried
unanimously.
Mr. ASR proposed and Mr. PQR
seconded the following resolution as an Ordinary Resolution:
"RESOLVED that Mr. RRA
be and is hereby appointed as Director of the Company whose period of office
shall be liable to be determined by retirement of Directors by rotation."
The Resolution was carried
unanimously.
Mr. SGR proposed and Mr. BRS
seconded the following Resolution as an Ordinary Resolution:
"RESOLVED that Mr. ASP
be and is hereby appointed as Director of the Company whose period of office
shall be liable to be determined by retirement of Directors by rotation."
The Resolution was carried
unanimously.
Mr. ORS proposed and Mr. BOA
seconded the following Resolution as a Special Resolution:
"RESOLVED that pursuant
to Section 31 and other applicable provisions, if any, of the Companies Act
1956, the Articles of Association of the Company be and are hereby amended as
under:
(a)Insert the following
Article 1. (i) in place of the existing Article 1. (i) as under:
"Collaborators"
means and include Voest Alpine Austria having its Head Office presently at
Austria and/or its successors and nominees".
(b)Insert the following
Article 90 in place of the existing Article 90 as under:
The Board of Directors of
the Company shall consist of not less than three Directors and not more than
twelve Directors. One-third of the Directors may be appointed as
Directors not liable to retire by rotation. The Managing Director and the whole-time
Directors shall be Directors not liable to retire by rotation.
The Collaborators shall have
the right to appoint the remaining non-retiring Directors (i.e., other
than the Managing Director and whole-time Director/s) with power to
remove and appoint others in their place from time to time."
(c)Insert the following
Article 115 in place of the existing Article 115:
The quorum for transaction
of all business of the Board shall be three Directors provided always that for
a quorum to be properly constituted, the non-retiring Director, if any,
(or his Alternate) appointed by the Collaborators, and if there are two or more
such no retiring Directors appointed by the Collaborators, then at least two of
such non-retiring Directors (or Alternate Directors of such
Director/Directors) appointed under Article 97 hereof must be present. Subject
however, that if such non-retiring Director/s give their consent that
their absence from any meeting/s need not be construed as absence of quorum
then the quorum will be properly constituted in the absence of such non-retiring
Director. If the quorum shall not be present within 15 minutes from the time
appointed for holding the meeting of the Board, it shall adjourn until such
date and time as Chairman of the Board shall appoint."
(d)Insert the following
Article 125 in place of the existing Article 125 as under:
The Managing Director
appointed in terms of Article 134, shall be a non-retiring Director. He
shall ipso facto and immediately cease to be a Director if he ceases to hold
the office of Managing Director for any cause."
(e)Insert the following
Article 130(2) in place of the existing Article 130(2) as under:
"Whole-time Director
The whole-time
Director shall (subject to provisions of any contract between him and the
Company) shall not be liable to retire by rotation and he shall ipso facto and
immediately cease to be a Director if he ceases to hold the office of whole-time
Director for any cause."
(f)Insert the following Article 138(2) in place of the existing Article 138(2) as under:
Subject to any statutory
requirements as to Share Certificates or otherwise, the Seal of the Company
shall not be affixed to any instrument except by authority of a resolution of
the Board or of a Committee of the Board authorised by it in that behalf, and
except in the presence of at least one Director and of the Secretary or other
authorised Officer or of two Directors who shall sign every instrument to which
the Seal of the Company is so affixed in their presence."
The Resolution was put to vote
by the Chairman and on show of hands the resolution was carried by the
requisite three fourth majority.
Mr. ONP proposed and Mr. KKS
seconded the following Resolution as an Ordinary Resolution:
"RESOLVED that Mr. PPM
who is the Managing Director of the company shall be a Director not liable to
retire by rotation."
The Resolution was carried
unanimously.
Mr OSP proposed and Mr. SMS
seconded the following Resolution as a Special Resolution:
"RESOLVED that pursuant
to Sections 17, 146 and other applicable provisions, if any, of the Companies
Act, 1956, and subject to the confirmation of the Company Law Board, the
Registered Office of the Company be shifted from the "National Capital
Territory of Delhi" to the "State of Uttar Pradesh."
"RESOLVED FURTHER that
Clause 11 of the Memorandum of Association of the Company be altered by
deleting the words "National Capital Territory of Delhi" and
substituting the words "State of Uttar Pradesh in its place."
The Resolution was carried
by the requisite three fourth majority.
Mr. SKN proposed and Mr. OPM
seconded the following Resolution as a Special Resolution:
"RESOLVED that pursuant
to Section 31 and other applicable provisions, if any, of the Companies Act,
1956, the Articles of Association of the Company be and are hereby amended as
under:
(a)Insert the following
Article as Article 70- A after Article 70 in the Articles of Association
of the Company:
70-A. A copy of every
Balance-sheet (including the Profit and Loss Account, the Auditor's
Report and every other document required by law to be annexed or attached, as
the case may be, to the Balance- sheet) which is to be laid before the
Company in the General Meeting, shall be made available for inspection at the
Registered Office of the Company during working hours at least for a period of
twenty- one days before the date of the meeting.
The Statement containing the
salient features of such documents in the prescribed form or the copies of the
documents as aforesaid, as the Company may deem fit, will be sent to every
Trustee for the holders of any debentures issued by the Company not less than
twenty-one days before the date of the meeting as laid down in Section
219 of the Act and of the rest of the provisiois of this section shall apply in
respect to the matters referred in this Article.
(b)In Article 102 delete the
following words appearing in the 4th and 5th line "such fee as may be
determined by the Board from time to time" and insert the following words
"such fees as may be prescribed by the Act or the Central Government from
time to time."
(c)In Article 115 in the
last line delete the full stop and insert the following words after the words
"as the case may be" "along with a deposit of Rs. 500/- or
such other sum as may be prescribed by the Act and/or the rules from time to
time, which shall be refunded to such person or, as the case may be, to such
member, if the person succeeds in getting elected as a Director.
The Resolution was carried unanimously.
A vote of thanks to the Chairman, proposed by Mr
……and seconded by Mr …….concluded the meeting.
Dated: ..................................
CHAIRMAN……………
Alteration of
Articles authorising Buying back of shares and issue of sweat equity shares
Minutes of the Extraordinary
General meeting …….Limited
Minutes of the Extraordinary
General Meeting of the Shareholders of…..Limited, held on…..day ….2002 at ……..a.m/p.m. at………..
1 ...................... In Chair
2 ...................... Director
3 ........................ Director
4 ........................ Shareholders (in person)
5 ......................
Shareholders (by proxy)
1. Shri …..Chairman took the Chair.
2. The Secretary read the
notice convening the Extraordinary General Meeting.
3. Shri …..proposed and Shri ……..seconded that
following resolution be adopted as a Special Resolution:
"RESOLVED that new articles numbered as 25A and
44A be inserted immediately after existing articles 25 and 44 of the Articles of
Association of the company reading as follows:
25A. (a) Notwithstanding
anything contained in the Companies Act, 1956 but subject to the provisions of
section 7713, the company may from time to time, by special resolution purchase
its own shares or other specified securities (hereinafter referred to as 'buy-back")
under section 77A out of its free reserves or out of its securities premium
account or out of the proceeds of any shares or other specified securities,
provided that the company shall not buy-back any kinds of shares or other
specified securities out of the proceeds of any earlier issue of the same kind
of shares or same kind of other specified securities.
(b) The company shall
purchase its own shares or other specified securities subject to and in
pursuance of the provisions of sub-section (2) to sub-section (11)
both inclusive of section 77A of the Act.
(c) The company, when
purchases its own shares out of free reserves, shall transfer a sum equal to
the nominal value of shares so purchased to the capital redemption reserve
account as provided in section 77AA of the Act.
44A. Notwithstanding
anything contained in section 79 but subject to the provisions of section 79A,
the company may from time to time by Special Resolution issue sweat equity
shares of a class of shares already issued."
On being put to vote on show
of hands the resolution was adopted unanimously.
Vote of Thanks
The meeting ended with a
vote of thanks to the Chair.
Date: ..................
CHAIRMAN......................
Minutes of the
Extraordinary General Meeting of theshareholders of M/s. XYZ Limited held on
Wednesday
dated 24-5-2002
at 2.30 p.m. at the registered office of the company at D-6, Jor Bagh,
New Delhi.
Present:
1.
SPM ...................... Director
2.OPM
...................... Director
3.
......................
4 .
..................... Shareholders
5
......................
6
......................
Shri SPM, Director was
elected to the Chair.
The Chairman after observing
that the requisite quorum was present at the meeting called the meeting to
order and stated that the meeting to commence business as per the items
mentioned in the notice.
Notice of the Extraordinary
General Meeting together with Explanatory Statement under Section 173(2) of the
Companies Act, 1956 was taken as with the consent of all the members present in
person. As some members had forgotten to bring the notice with them, the
Chairman asked the secretary to give them copies of the notice.
Amalgamation of the Company with M/s. ABC Ltd.
The Chairman placed before
the meeting a draft of the proposed scheme of amalgamation of the company with
M/s. ABC Ltd. He further explained that in view of the fact that the company
was not doing much business at present, it would be beneficial to implement the
said scheme with a view to strengthen the financial base and effect economy in
overheads. The matter was discussed and the proposal was agreed to. Shri
……proposed and Shri …….seconded that the following resolution be adopted as an
Ordinary Resolution:
"RESOLVED that subject
to sanction by the Hon'ble High Court of Delhi, the Scheme of arrangement in
terms of the draft placed before the meeting and initialled by the Chairman for
the purposes of identification or with such alteration or modification thereof,
as may be directed by the High Court, between the Company and its members for
the purpose of amalgamation with M/s. ABC Ltd. and is hereby approved."
Then the said Resolution was
put to vote by the Chairman on show of hands and then the Chairman stated that
resolution was unanimously passed on show of hands by the members present in
person.
There being no other
business to be transacted, the meeting terminated with a vote of thanks to the
Chair.
Dated: .......................
CHAIRMAN......................
Minutes of the Extraordinary General Meeting of the shareholders of ABC Limited held on ……day of…..at a.m./p.m. at …….
Present:
1. In
Chair
2. Director
3. Director
4. Shareholders
(in person)
5. Shareholders
(by proxy)
1. Shri Chairman
took the Chair.
2. After ascertaining that
the requisite quorum for the meeting was present, the Chairman called the Meeting
to order.
3. The Chairman asked the
Secretary to read the notice of the Extraordinary Meeting.
4. The Chairman informed the
shareholders that IFCI had agreed in principle to grant to the company rupee
term loans not exceeding Rs. 105 lakhs in the aggregate for meeting margin
money in respect of long- term working capital requirements. He also
stated that IFCI had also agreed to grant to the company rupee term loan of Rs.
45 lakhs under Equipment Finance Scheme.
Thereafter Shri……..proposed and Shri …….seconded
that the following resolution be adopted as an Ordinary Resolution:
A. RESOLVED:
1. That the Company do accept the offer of IFCI:
(i)to grant to the company
rupee term loan not exceeding Rs. 45 lakhs (Rupees forty-five lakhs only)
in the aggregate, under Equipment Finance Scheme (EFS).
(ii)On the terms and
conditions contained in the Letter of Intent No. T 861/94, dated June 14, 2002
received from IFCI (a copy whereof duly initialled signed by the Chairman for
the purpose of identification has been placed on the table of the meeting.
2. That Shri SKR, Managing
Director be and is hereby authorised to convey to IFCI acceptance on behalf of
the Company of the said offer for financial assistance on the terms and
conditions contained in their Letter of Intent referred to above and agree to
such change and modifications in the said terms and conditions as may be
suggested and acceptance to IFCI from time to time and to execute such deeds,
documents and other writings as may be necessary or required for this purpose.
3. That the Company do
borrow from IFCI the said rupee term loan not exceeding Rs. 45 lakhs (Rupees
forty-five lakhs only) in the aggregate, on the terms and conditions set
out in the general conditions applicable to assistance provided by Financial
Institutions (hereinafter referred to as "the General Conditions")
and in the standard form of loan agreement for rupee term loans in addition to
the special terms and conditions mentioned in the Letter of Intent No. T 861/94,
dated June 15, 1998 received from IFCI (copies whereof duly initialled by the
Chairman of the Board, for purpose of identification have been placed on the
table at the meeting and also avail of interim disbursements from time to time
as may be allowed by IFCI.
4. That IFCI will be at
liberty to appoint and remove at its sole discretion, Nominee Director(s) on
the Board of Directors of the Company from the date of passing of this
Resolution and that the appointment of the Nominee Director(s) shall not be
construed as any commitment on the part of IFCI to grant/disburse the
sanctioned assistance.
5. That the aforesaid forms
of Loan be and is hereby approved and Shri SKR, Managing Director be and is
hereby authorised to accept on behalf of the company such modifications therein
as may be acceptable to IFCI and finalise the same.
6. That the common seal of
the Company be affixed to the stamped engrossment(s) in duplicate of the Loan
Agreement(s) (as per standard forms with such modifications as may be agreed to
between IFCI and the company) in the presence of Shri SKR, Managing Director.
7. That the Company shall
execute the Loan Agreement(s) relating to the above facility within the period
stipulated by IFCI, the condition being that till such agreement(s) are
executed, there is no binding obligation or commitment on the part of the Lead
Institutions or the Participants to advance any money or incur any obligation
there under.
8. That the standard forms
of the following documents namely:
(i) Deeds of Hypothecation,
(ii) Undertaking for Overrun
duly initialled by the
Chairman, for purpose of identification and placed before the meeting, be and
are hereby approved and that Shri SKR, Managing Director of the Company be and
is hereby authorised to finalise, on behalf of the Company, the said documents
and also to approve and finalise such other deeds, documents and writings, as
may be required by IFCI in connection with the above facilities.
9. That the Common Seal of
the company be affixed to the stamped engrossments of the Deeds of
Hypothecation and to such other documents as may be required to be executed
under the common seal of the Company in favour of IFCI and the participants to
secure the aforesaid facilities in the presence of Shri SKR, Managing Director.
10. That Shri SKR, Managing
Director of the Company be and is hereby authorised to accept amendments to
such executed Loan
Agreements and subscription
Agreements and other documents as and when become necessary and to sign letters
of undertakings, declarations, agreements and other papers which the Company
may be required to sign for availing of the aforesaid facilities and, if so
required, the common seal of the Company be affixed thereto in the presence of
Shri SKR, Managing Director.
11. (1) That pending execution of Loan Agreement in
the format prescribed by the Institutions, the Company do borrow from IFCI a
sum not exceeding Rs. 45 lakhs (Rupees forty five lakhs only) by way of bridge
loan (hereinafter referred to as the said "Bridge Loan") repayable on
demand out of the said term loan of Rs. 45 lakhs, sanctioned under EFS on such
terms and conditions including additional interest as may be stipulated by IFCI
and on creation of one or more of the following securities:
(1)Hypothecation of movable
machinery, plant, fixtures and other movable assets.
(2)Unconditional and
irrevocable guarantee of such promoters, directors or associate companies as
may be decided by IFCI.
(3)Such other
securities/guarantees as may be stipulated by IFCI.
(ii)That Shri SKR, Managing
Director of the Company, be and is hereby authorised to accept the terms and
conditions of such bridge loans and to finalise the bridge loan agreements,
Deeds of Hypothecation, pledge agreements, Deeds of Guarantee, undertaking and
declarations and such other documents as may be required to be executed by the
company to secure bridge loans and to do all such acts, deeds and things in
connection therewith and incidental and ancillary thereto.
(iii)That Shri SKR, Managing
Director be and is hereby authorised to approve and execute or cause to be
executed the Bridge Loan Agreements, Deeds of Hypothecation, etc., in
connection with the said bridge loan and to accept necessary amendments to such
Bridge Loan Agreements, Deeds of Hypothecation, Pledge Agreements, etc.
(iv)That the standard forms
of the Bridge Loan Agreements, Deeds of Hypothecation and Deeds of Guarantees
which are placed before the meeting duly initialled by the Chairman for the
purpose of identification, be and are hereby approved, subject to such changes
and modifications as may be agreed upon between IFCI and Shri SKR, Managing
Director of the Company.
(v)That the common seal of
the Company be affixed to the stamped engrossments of Bridge Loan Agreements,
Deeds of Hypothecation and to such other documents as may be required to be
executed under the common seal of the Company in favour of IFCI to secure such
Bridge loans in the presence of Shri SKR, Managing Director.
(vi)That Shri SKR, Managing
Director of the Company be and is hereby authorised to sign on behalf of the
Company undertakings, declarations and such other letters and papers, deeds and
documents which the company may be required to sign in connection with the
availing of such Bridge loans.
(vii)That the Company do
file the particulars of the Charges with the Registrar of Companies under the
Companies Act, 1956.
On being put to vote on show
of hands by the Chairman the resolution was adopted unanimously.
Shri …..proposed and Shri …….seconded that the
following resolution be passed as an Ordinary Resolution:
ORDINARY RESOLUTION
B. RESOLVED:
1. That the Company do
accept the offer of IFCI to grant to the Company rupee term loans not exceeding
Rs. 105 lakhs (Rupees one hundred and five lakhs only), in the aggregate for
meeting margin money in respect of long-term working capital requirements
subject to such modifications as might be agreed and on the terms and
conditions contained in the Letter of Intent No. 781/98, dated June 15, 2000
received from IFCI (a copy whereof duly initialled by the Chairman for the
purpose of identification has been circulated to the Board/placed on the table
of the meeting).
2. That Shri SKR, Managing
Director, be and is hereby authorised to convey to IFCI acceptance on behalf of
the Company of the said offer for financial assistance on the terms and
conditions contained in their Letter of Intent referred to above and agree to
such changes and modifications in the said terms and conditions as may be
suggested and acceptable to IFCI from time to time and to execute such deeds,
documents and other writings as may be necessary or required for this purpose.
3. That the Company do
borrow from IFCI the said rupee term loans not exceeding Rs. 105 lakhs (Rupees
one hundred and five lakhs only), in the aggregate on the terms and conditions
set out in the standard form of Loan Agreement for rupee term loans in addition
to the special terms and conditions mentioned in the Letter of Intent No.
781/98 dated June 14, 2000 received from IFCI (copies whereof duly initialled
by the Chairman of the Board for purpose of identifications have been
circulated to the Board/placed on the table at the meeting) and also avail of
interim disbursement(s) from time to time as may be allowed by IFCI.
4. That IFCI will be at liberty to appoint and remove, at its sole discretion, Nominee Director(s) on the Board of Directors of the Company from the date of the passing of this resolution and that the appointment of the Nominee Director(s) shall not be construed as any commitment on the part of IFCI to grant/disburse the sanctioned assistance.
5. That the aforesaid
standard forms of Loan Agreement(s) be and is hereby approved and Shri SKR,
Managing Director, be and is hereby authorised to accept on behalf of the
company such modifications therein as may be acceptable to IFCI and finalise
the same.
6. That the Common Seal of
the Company be affixed to the stamped, engrossment(s) in duplicate of the Loan
Agreement(s) (as per the standard form) with such modifications as may be
agreed to between IFCI and the Company in the presence of Shri SKR, Managing
Director.
7. That the Company shall
execute the Loan Agreement(s) relating to the above facilities within the
period stipulated by IFCI, the condition being that till such Agreement(s)
is/are executed, there is no binding obligation or commitment on the part of
the IFCI to advance any money or incur any obligation there under.
8. That the standard forms
of the following documents namely:
(i) Deed(s) of Hypothecation,
(ii) Undertaking for Overrun
duly initialled by the
Chairman, for purpose of identification and placed before the meeting, be and
are hereby approved and that Shri SKR, Managing Director of the Company, be and
is hereby authorised to finalise, on behalf of the Company, the said documents
and also to approve and finalise such other deeds, documents and writings as
may be required by IFCI in connection with the above facilities.
9. That the Common Seal of
the Company be affixed to the stamped engrossment(s) of the Deed(s) of
Hypothecation and to such other documents as may be required to be executed
under the Common Seal of the Company in favour of IFCI and the participants to
secure the aforesaid facilities in the presence of Shri SKR, Managing Director.
10. That Shri SKR, Managing
Director. of the company, be and is hereby authorised to accept amendments to
such executed Loan Agreement(s)/Deed(s) of Hypothecation and other documents as
and when become necessary and to sign letter(s) of undertakings, declarations, agreements
and other papers which the Company may be required to sign for availing of the
aforesaid facilities and, if so required, the common seal of the Company be
affixed thereto in the presence of Shri SKR, Managing Director.
11. (i) That pending execution of Loan Agreement in
the format prescribed by the Institutions, the company do borrow from IFCI a
sum not exceeding Rs. 105 lakhs (Rupees one hundred and five lakhs only) by way
of bridge loan(s) (hereinafter referred to as "the Bridge Loan")
repayable on demand out of the said term-loan of Rs. 105 lakhs,
sanctioned for meeting margin money in respect of long term working capital
requirements on such terms and conditions including additional interest as may
be stipulated by IFCI and on creation of one or more of the following
securities:
1.Hypothecation of movable
machinery, plant, fixtures and other movable assets:
2.Unconditional and
irrevocable guarantee(s) of such promoters/directors or associate companies as
may be decided by IFCI:
3.Demand Promissory Note.
(ii)That Shri SKR, Managing
Director of the Company, be and is hereby authorised to accept the terms and
conditions of such bridge loan(s) and to finalise the bridge loan agreement(s)
Deed(s) of Hypothecation, Demand Promissory Note(s), Pledge Agreement(s),
Deed(s) of guarantee, undertakings, declarations and such other documents as
may be required to be executed by the company to secure such bridge loans and
to do all such acts, deeds and things of and incidental thereto.
(iii)That Shri SKR, Managing
Director, be and is hereby authorised to approve and execute or cause to be
executed the Bridge Loan Agreement(s), Deed(s) of Hypothecation, Demand
Promissory Note(s), Pledge Agreement(s), etc., in connection with the said
bridge loan and to accept necessary amendments to such Bridge Loan
Agreement(s), Deed(s) of Hypothecation, Promissory Note(s), Pledge
Agreement(s), etc.
(iv)That the standard forms
of the Bridge Loan Agreement(s), Deed(s) of Hypothecation, Promissory Note(s)
and Deed(s) of Guarantee which are placed before the meeting duly signed by the
Chairman for the purpose of identification, be and are hereby approved, subject
to such changes and modifications as may be agreed upon between IFCI and Shri
SKR, Managing Director of the Company.
(v)That the Common Seal of
the Company be affixed to the stamped engrossments of Bridge Loan Agreement(s),
Deed(s) of Hypothecation, Promissory Note(s) and to such other documents as may
be required to be executed under the Common Seal of the Company in favour of
IFCI to secure such Bridge Loards in the presence of Shri SKR, Managing
Director.
(vi)That Shri SKR, Managing
Director of the Company, be and is hereby authorised to sign on behalf of the
company undertakings, declarations and such other letters and papers, deeds and
documents which the company may be required to sign in connection with' the
availing of such Bridge Loan(s).
(vii)That the company do
file the particulars of the charges with the Registrar of Companies under the
Companies Act, 1956
The Meeting concluded with a Vote of thanks to the
Chair.
Dated: ................
CHAIRMAN......................
Appointment of Directors Minutes of the Extraordinary General
Meeting of the Members of XYZ Limited Held on
Monday the 5th June 2002, at 10.30 a.m. at the Regd. Office of the Company at
46,GreaterKailash, Part-II, New Delhi
Present
1.
MKN ...................... Chairman
2.
SKM ...................... Director
3 .
.........................
4 .
.........................
5 . ......................Shareholders
6 .
.........................
7 ..........................
In attendance Secretary
1. Shri MKN Chairman took the Chair.
2. With the permission of the members the notice of the General Meeting was taken as read.
3. After ascertaining that the requisite
quorum for the meeting was present the Chairman called the meeting to order.
4. The Chairman informed the Members that
the Board of Directors of the company at its meeting held on 3rd March 2002
accepted the resignation of Shri RKM from the Board with effect from 1st May,
2002 and appointed Shri DRC as a whole-time director of the company for a
period of 5 years with effect from 1st May, 2002 subject to the approval of the
members in General Meeting.
Shri
….proposed and Shri ……seconded that the following resolution be adopted as an
Ordinary Resolution.
"RESOLVED that as
required by Schedule XIII to the Companies Act, 1956, this Meeting hereby
approves the appointment of Mr ……..as a whole time Director of the Company for
a period of five years with effect from …..and the payment of such remuneration
to …..during the tenure of his appointment as
set out in the letter dated …..issued to him by the company (a copy of
which was placed before the Meeting)".
On being put to vote the resolution was adopted
unanimously.
5.The members were informed
that Shri OPM was appointed a whole-time Director of the company for a
period of 5 years from 5th April, 1997. The Board has reappointed Shri OPM as a
whole time Director for a further period of 5 years from 5th April, 2002
subject to the approval of the members.
Shri ….proposed and Shri …..seconded that the
resolution be adopted as an Ordinary Resolution.
"RESOLVED that as
required by Schedule XIII to the Companies Act, 1956, this Meeting hereby
approves the reappointment of ….as a whole time Director of the company for a further period of five
years with effect from ….and payment of such remuneration to …..during the tenure of his reappointment
as set out in the letter dated ……….addressed to him by the company (a copy of
which was placed before the Meeting)".
On being put to vote the resolution was adopted
unanimously.
6.The members were informed
that section 309 of the Companies Act, 1956 enables the Company to authorise
payment of remuneration by way of commission on net profit to Directors of the
Company who are neither in the whole-time employment nor Managing
Director(s) of the Company. Since said Directors pay considerable attention to
the business of the Company and the Company substantially benefits by their
expertise and mature advice, it is desirable that they are-paid some
remuneration by way of commission. Since the Company has a Managing Director
and also wholetime Directors the total amount of the
commission which can be paid
as remuneration to all the Directors under Section 309(4) cannot exceed one
percent of the net profits of the Company, computed in the manner referred to
in Section 198(l) of the Act. Such payment of commission however, requires
approval of the Members by a Special Resolution.
Shri …..proposed and Shri ......seconded that the following resolution be adopted as a
Special Resolution.
(a)Pursuant to the
provisions of Section 309 of the Companies Act, 1956 or any modification or re-enactment
thereof (the Act) the Company hereby authorises payment of remuneration by way
of commission at the discretion of the Board of Directors of the Company (the
Board) to one or more or all the Directors who are neither in the whole time
employment nor Managing Director(s) of the Company for each of the five
financial years of the company commencing from ……and
(b) the amount to be
distributed as commission shall not exceed in the aggregate one per cent of the
net profits of the company in any financial year for all such Directors,
commuted in the manner referred to in Section 198(l) of the Act; and
(c)the Board may at its
discretion decide on the amount to be paid by way of commission to any
particular director provided that no Director shall be paid an amount exceeding Rs . …….for any financial
year."
7.The members were informed
that at the Annual General Meeting held on 5th July 2002 members have approved
the proposal to form joint ventures with leading companies having access to new
technologies.
Accordingly several
discussions were held with a leading
international company and a broad understanding has been reached with them. The
Joint ventures which will initially be formed as a Private Limited Company
would become the public company on your company taking up its share of the
equity capital. Section 293(l)(a) of the Companies Act, 1956 provides that the
Board of directors of a public company
shall not without the consent of such public company in General Meeting sell,
lease or otherwise dispose of the whole or substantially the whole of the
undertaking of the company or where the company owns more than one undertaking
the whole or substantially the whole of such undertaking. The resolution is
accordingly proposed for the purpose of authorising the Board to transfer the
undertaking of the company to the new company, subject to the obtaining of all
other necessary approvals.
Shri …..proposed and Shri ...... seconded that the following resolution be
passed as an Ordinary Resolution:
"RESOLVED that consent
of the Company be and is hereby accorded pursuant to Section 293(l)(a) of the
Companies Act, 1956, or any amendment or re-enactment thereof, to the
Board of directors of the Company to transfer by sale or otherwise the
Company's undertaking relating to manufacture, distribution and sale of
chemicals to a new company jointly promoted by the company and
................... for such consideration and on such terms and conditions as
the Board of Directors may consider fit and proper and to do all such things as
may be considered necessary or expedient to give effect to the same.
On being put to vote the
resolution was adopted unanimously. The Meeting ended with the vote of thanks
to the Chair.
.........................
Chairman
Buy-back of
shares and issue of sweat equity shares
Minutes of the
Extraordinary General Meeting
Minutes of the Extraordinary General Meeting of the Shareholders of……Limited held on…….day of …..2002 at ……..A.M./P.M. at New Delhi
Present
1. ....…… Chairman
2………... Director
3. ………... Director
4. ………... Shareholders (in person)
5. ………... Shareholders (in proxy)
1. Shri …..Chairman took the Chair.
2. The Chairman announced
that since the requisite quorum for the meeting was present, the formal
proceedings of the meeting could commence. He then asked the Secretary to read
the notice of the Meeting.
3. The Chairman informed the
members that in order to increase the share value of the company which is just
at par of the nominal value of the Company's shares and which if allowed to
stay as it is gives a wrong impression of poor performance of the company to
the outsiders, so it is just and equitable that equity shares of the company be
bought back by the company from the existing shareholders and then the Chairman
proposed the special resolution for buy-back of shares and Shri....
seconded that the following resolution be adopted as a Special Resolution.
Special Resolution
"RESOLVED that pursuant to section 77A of the Companies Act, 1956, read with article 25A of the Articles of Association authority be and is hereby accorded to the Board of Directors of the company to purchase 2,00,000 equity shares of Rs. 10/- each of the company from the existing shareholders of the company whose names appear on the register of members of the company on 2002 at a premium of Rs.51- per share."
4. The Chairman again
informed the members of the company that six of the employees of the company's
Thane factory were doing a highly specialised job of…….This has benefited the
company to the extent of Rs……..So as an incentive to their performance and also
to encourage them for higher and higher degree of performance 500 sweat equity
shares of Rs. 100/- each were to be given to each one of them at a
discount of 50%. The Chairman then proposed the said Special Resolution and
Shri ……seconded that the following resolution be adopted as a Special
Resolution:
"RESOLVED that pursuant
to section 79A of the Companies Act, 1956 read with article 44A of the Articles
of Association of the company, the consent of the Company be and is hereby
accorded to the Board of Directors of the company to issue 3,000 sweat equity
shares of Rs. 100/- each to the six employees of the Thane factory at 500
such shares to each one of them at a discount of 50%."
The Chairman then put the said
resolution to vote on show of hands and it was passed unanimously.
The meeting ended with a
vote of thanks to the Chair.
Dated: …………. CHAIRMAN …………
Consideration of Special Resolution passed for winding-up/
Statement of the Company's Affairs and Listing of Creditors and their estimated
amount of claims/Nomination
of a person to be the Liquidator/Fixing of Remuneration of the proposed
Liquidator/Appointment of Members of Committee of In spection
AGENDA
Agenda for the Creditors
Meeting of ABC Ltd. held................at …..hrs……at…..the registered office
of the
Company
Item Contents
No.
1 Appointment of Chairman of the
meeting.
2. Consideration of Special Resolution
passed for winding-up.
3. Statement of the Company's Affairs and
List of Creditors and their estimated
amount of claims.
4. Nomination of a person to be the
Liquidator.
5. Fixing the remuneration of the proposed
Liquidator.
6. Appointment of Members of Committee of
Inspection.
Minutes of the Creditors Meeting of ABC Ltd. held on
……at .......hrs. at …….New Delhi
Present:
1. Shri XYZ Chairman
2. Shri LMN Director
3. Shri SPM Director
4 . ………... Creditors
(in person)
5 . ………... Creditors
(in proxy)
Shri……. Secretary
With the permission of the Creditors present in
person the Chairman of the Board took the chair.
Item No. 2. Consideration of Special Resolution
passed for winding up
The Special Resolution
passed by the Company on ……..for voluntary
winding up of the Company by Creditors was considered by the Creditors
at the meeting as they felt that the Company cannot by reason of its
liabilities continue its business and that it would be advisable to wind up the
Company. Thereafter the following resolution was passed unanimously.
RESOLVED THAT the Company be
wound up voluntarily as it is unable to continue its business due to a large
amount of liabilities.
Item No. 3: Statement of the
Company's Affairs and List of Creditors and their estimated amount of claims
The Chairman placed before
the meeting a list of creditors of the Company and the estimated amount of
their claims and offered discussion among the creditors present in person on
the statement of the Company's affairs. After discussion it was noted by the
creditors attending the meeting that the Company's financial position was bad
and it would not be able to continue with its business with such a huge amount
of liabilities and therefore the list of creditors as prepared by the company
be taken on record and after winding up of the company the creditors be given
their dues pro-rated from the sale proceeds of the assets of the company.
The Chairman proposed the
name of Mr. XYZ to be appointed as Liquidator of the Company and put the
following resolution to vote by show of hands.
RESOLVED THAT Mr. XYZ of ……..be nominated as
Liquidator for the purposes of winding up the affairs and distributing assets
of the company.
The Chairman declared the resolution passed by show
of hands.
The Creditors present in
person at the meeting decided to remunerate the Liquidator so appointed above
at Rs ……per month and thereafter the following resolution was passed
unanimously.
RESOLVED THAT the
remuneration of Mr. XYZ the proposed Liquidator be fixed at Rs ……per month in
addition to his costs,charges and expenses.
The Creditors discussed the
appointment of Mr. …………..Mr……and Mr…….. as Members of the Committee on behalf
of the Creditors and passed the following resolution unanimously.
RESOLVED THAT Mr ….Mr…. and Mr ……be appointed to act
as Members of the Committee of Inspection on behalf of the Creditors.
There being no other
business to be transacted the meeting ended with a vote of thanks to the chair.
Date ……. CHAIRMAN ………….
Appointment of
Chairman of the meeting/Consideration of postponement of repayment and increase
in the rate of interest/Authorising Trustees of the existing trust deed to
execute supplemental trust deed
AGENDA
Agenda for the 13 %
Cumulative Redeemable Debenture holders
Meeting
of ABC Ltd. held on …..at …… hrs ……at……the registered office of the Company
No.
I . Appointment of Chairman of the meeting.
2. Consideration of postponement of
redemption and increase in the
rate
of interest.
3. Authorising Trustees of the existing
trust deed to execute supple
mental
trust deed.
MINUTES
Minutes of the 13% Cumulative Redeemable Debenture holders Meeting of ABC Ltd. held on …..at…..hrs…..at ……the registered office of the Company
Present:
1.
………...Managing Director
2.
………...Director
3.
………...Director
4.
………...Debenture holders (in person)
5
………... Debenture holders (in proxy)
.......... Secretary
The debenture holders present at the meeting appointed
Shri …….one of the debenture holder to
be the Chairman of the meeting. The Chairman then took the Chair and called the
meeting to order as the requisite quorum was present.
The Chairman informed the
debenture holders that the 13% Cumulative Redeemable Debentures of Rs. 100/-
each were issued on ……with the terms and conditions that they would be redeemed
on …….and would be paid 13% interest per annum (cumulative). With the increase
of general market rate of interest and also the purpose for which the said
debentures were issued was still existing and the Company required more time to
fully utilise the money coming from the issue of the said debentures, it was
decided to postpone the date of redemption of the said debentures and also to
increase the rate of interest from 13% to 15%. After some discussion the
following resolution was passed unanimously:
RESOLVED THAT this meeting
of the holders of 13% Cumulative Redeemable Debentures hereby assents to the
date on which the redemption of the said debentures shall be made by the
Company being postponed from …..date……date and that the rate of interest
available on the said debentures be increased from 13% to 15% per annum
(cumulative) and that such increase to take effect from ……2000.
The Chairman informed the
debenture holders that for the purpose of giving effect to the postponement of
the date of redemption and also to the increase in the rate of interest of the
debentures a supplemental trust deed was required to be executed and for that
purpose trustees of the existing trust deed was required to be authorised by
the debenture holders. After some discussion the following resolution was
unanimously passed:
RESOLVED THAT the trustees of the trust deed dated be and are hereby authorised to execute a supplemental trust deed in terms of the draft which was placed before the meeting and was initialled by the Chairman for the purposes of identification, for carrying into effect the modifications in the date of redemption and also in the rate of interest as mentioned in the earlier resolution.
There being no other
business to, be transacted the meeting terminated with a vote of thanks to the
Chair.
Date:……… CHAIRMAN…………….
AGENDA
Class Meeting of the Preference Shareholders of ABC Limited held on ……at …..hrs. at ……the registered office of the Company
Item Contents
No.
1 . Appointment
of Chairman of the meeting.
2. Consideration of increase in the rate of dividend on
preference shares.
MINUTES
Minutes of the Class Meeting of the Preference Shareholders of ABC Limited held on ….at….hrs. at…..the registered office of the Company
Present:
1 .
………... Managing Director
2 .
………... Director
3 .
………... Director
4 .
………... Preference shareholders (in
person)
5 .
………... Preference shareholders (in
proxy)
......................... Secretary
Item No. 1: Appointment of Chairman of the meeting
The preference shareholders present at the meeting
appointed Shri …….one of the preference
shareholders to be the Chairman of the meeting. The Chairman then took the
Chair and called the meeting to order as the requisite quorum was
present.
Item No. 2: Consideration of
increase in the rate of dividend on preference shares
The Chairman informed the preference shareholders that the existing rate of dividend on the preference shareholders of the Company was 13% per annum and the Company keeping in view the present general rate of dividend on preference shares wanted to increase the said rate of dividend of 13% per annum to 15% per annum. After some discussion the following resolution was passed unanimously:
RESOLVED THAT this meeting
of the preference shareholders hereby assents to the increase in the rate of
dividend payable on the preference shares from 13% to 15% per annum and that
such increase be given effect to from ……2002.
Vote of Thanks
There being no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Date:……… CHAIRMAN
………..
MINUTES OF
EXTRAORDINARY GENERAL MEETING
Registered Office: 301 Pitru Ashirwad Anand 388001
Minutes of the Extraordinary
General Meeting of the
Shareholders of RUSHABH
MANEGEMENT & INFOSYS
Held on ….day …….2002 at the registered office of the company at 2.30.P.M.
1 .
………… Chairman
2 .
………… Director
3 .
………… Director
4 .
………… Director
5 .
………… Secretary
6 .
………… Shareholders (in person)
7 .
………… Shareholders (by proxy)
1 . Shri
…………Chairman took the Chair and announced that as the requisite quorum
for the meeting was present the meeting could start commencing its businesses
as per the notice of the meeting. He then directed the Secretary of the
Company to read the notice of the meeting.
2.The Secretary read the
Notice convening the Extraordinary General Meeting.
3.The Chairman informed the
shareholders present in person as well as in proxy about the Board of Directors
recommendation of issue of bonus debentures to shareholders of the Company
whose names appear on the
Register of Members as on …2002. Shri …………one of the shareholders then proposed
and Shri …………another shareholder seconded
the following Special Resolution for adoption:
"RESOLVED that pursuant
to section 81(IA) of the Companies Act,1956 and all other applicable provisions
of the said Act,10,00,000 nonconvertible debentures of Rs.10/- each be
are hereby issued as bonus in the proportion of 1: 1 to all the shareholders of
the Company whose names appear on the Register of Members as on …………2002.
RESOLVED FURTHER that the
Board of Directors be and is hereby authorised to do every act and deed that it
deems fit to implement the aforesaid resolution and also take any action that
may be necessary in connection therewith and incidental or ancillary thereto
.11
The Chairman then put the
said resolution to vote on show of hands and it was passed unanimously.
4. Shri a
shareholder proposed and Shri …..also a share holder seconded the following
resolution to be adopted as an Ordinary Resolution:
"RESOLVED that pursuant
to section 293(l) (b) of the Companies Act,1956, authority be and is hereby
accorded to the Board of Directors of the Company to give reasonable time as it
deems fit for the re-payment of the debt of Rs. 10 lakhs due by Shri …..a
director of the Company."
The aforesaid resolution on
being put to vote by the Chairman was adopted unanimously.
5. Shri …..a shareholder proposed and Shri …….also a
share holder seconded the following resolution to be passed as an Ordinary
Resolution:
"RESOLVED that pursuant
to section 293(l) (c) of the Companies Act, 1956, authority be and is hereby
accorded to the Board of Directors of the Company to invest, otherwise than in
trust securities the amount of Rs.25 lakhs received as compensation by the
Company in respect of the compulsory acquisition of the Company's landed
property situated at ......... Gurgaon
in the State of Haryana."
The aforesaid resolution on
being put to vote by the Chairman was passed unanimously.
The meeting terminated with a vote of thanks to the
Chair.
Date: …….. CHAIRMAN …………
MINUTES OF
EXTRAORDINARY GENERAL MEETING
RUSHABH MANEGEMENT &
INFOSYS
Registered Office: 301 Pitru
Ashirwad Anand 388001
Minutes of the Extraordinary
General Meeting of the
Shareholders of RUSHABH
MANEGEMENT & INFOSYS
Held on ……day …..2002 at the registered office of the company at 2.30.P.M.
1. ……….. Chairman
2 .
……….. Director
3 .
………..Director
4 .
………..Director
5 .
………..Secretary
6 .
………..Shareholders (in person)
7 .
………..Shareholders (by proxy)
1 . Shri Chairman
of the Company took the Chair and announced that the requisite quorum for the
meeting was present and called the meeting to order and directed the Secretary
of the Company to read the
notice of the meeting.
2.The Secretary then read
the Notice convening the Extraordinary General Meeting.
3.The Chairman took up the
first item of business given in the Notice of the said meeting. Shri ….a
shareholder proposed and Shri …..also a shareholder seconded the following
resolution to be passed as an Ordinary Resolution:
"RESOLVED that pursuant
to section 94(l) (a) read with section 86(a) of the Companies Act,1956 and
other applicable provisions if any, the authorised share capital of the Company
be and is hereby increased frorn Rs.2 crores divided into 20,00,000 equity
shares of Rs. 10/each with voting rights to Rs.3 crores divided into 20,00,000
equity shares of Rs.10/each with voting rights and 10,00,000 equity shares of
Rs.10/- each with differential voting rights as to dividend, voting or
otherwise.
RESOLVED FURTHER that the
existing Clause V of the Memorandum of Association of the Company as to Share
Capital be and is hereby amended accordingly."
The Chairman then put the
said resolution to vote on show of hands and it was passed unanimously.
4.The Chairman took the
second item of business as given in the Notice of the said meeting and himself
proposed and Shri …….seconded the following resolution to be passed as a
Special Resolution:
"RESOLVED that pursuant
to section 81(1A) of the Companies Act, 1956, and in accordance with the guidelines
of the Securities and Exchange Board of India a sum of Rs …..be capitallsed out
of the General Reserve of the Company set free for distribution among the
equity shareholders of the Company by issue of 9%
Convertible Preference Shares of Rs.10/- each credited as fully paid to
the equity share holders in proportion of one preference shares for every one
equity share held by them on the record date.
RESOLVED FURTHER that the
Board of Directors be and is hereby authorised to fix the record and close the
Register of Members of equity shareholders of the Company in the manner it
deems fit and proper and do everything necessary in connection therewith and
incidental and ancillary thereto."
The Chairman then put the said resolution to vote on
show of hands and it was passed unanimously. Vote of Thanks
The meeting terminated with a vote of thanks to the
Chair.
Date: …….CHAIRMAN ……………
MINUTES OF
EXTRAORDINARY GENERAL MEETING
RUSHABH MANEGEMENT &
INFOSYS
Registered Office: 301 Pitru
Ashirwad Anand 388001
Minutes of the Extraordinary
General Meeting of the
Shareholders of RUSHABH
MANEGEMENT & INFOSYS
Held on ……day…..2002 at the
registered office of the company at 2.30.P.M.
1 .
Chairman
2 .
Director
3 .
Director
4 .
Director
5 .
Secretary
6 .
Shareholders (in person)
7 .
Shareholders (by proxy)
1. Shri Chairman
took the Chair and announced that as the requisite quorum for the meeting was
present the meeting could start commencing its businesses as per the items of
businesses stated in the Notice of the meeting. He then directed the Secretary
of the Company to read the notice of the meeting.
2.The Secretary read the
Notice convening the Extraordinary General Meeting.
3. Shri ……a shareholder proposed and Shri ……..also a
share holder seconded the following resolution to be adopted as an Ordinary
Resolution:
"RESOLVED that pursuant
to section 293-B of the Companies Act,1956, the consent of the
shareholders of the Company be and is hereby accorded to the Board of Directors
of the Company to contribute a sum of Rs.10 lakhs to the National Defence Fund
or to any other fund approved by the
Central Government out of
the accumulated profits of the Company in national interest."
The Chairman thereafter put
the said resolution to vote on show of hands and it was adopted unanimously.
4. The Chairman also being a
shareholder of the Company himself proposed and Shri …..another shareholder
seconded the following resolution to be passed as a Special Resolution:
"RESOLVED that pursuant
to section 86(a)(ii) read with section 81(IA) of the Companies Act,1956,
approval of the Company be and is hereby given to the issue of 10,000 equity
shares of Rs.10/- each carrying differential voting rights to ICICI and
IDBI in accordance with the Companies (Issue of Share Capital with Differential
Voting Rights) Rules,2001.
RESOLVED FURTHER that the
Board of Directors of the Company be and is hereby authorised to do the needful
for implementing the aforesaid resolution."
The Chairman then put the
said resolution to vote on show of hands and it was passed unanimously.
The meeting ended with a vote of thanks to the
Chair.
Date:…….. CHAIRMAN
………..
MINUTES OF
EXTRAORDINARY GENERAL MEETING
RUSHABH MANEGEMENT &
INFOSYS
Registered Office: 301 Pitru
Ashirwad Anand 388001
Minutes of the Extraordinary
General Meeting of the
Shareholders of RUSHABH
MANEGEMENT & INFOSYS
Held on ….day ……2002 at DD
13 Kalkaji
Extension, New Delhi, at
11.30.A.M.
1 .
Chairman
2 .
Director
3 .
Director
4 .
Director
5 .
Secretary
6 .
Secretary
7 .
Shareholders (in person)
8 .
Shareholders (by proxy)
1 . Shri Chairman
of the Company took the Chair and announced that the requisite quorum for the
meeting was present and the meeting could commence transacting its businesses
as per the list of businesses mentioned in the notice of the said meeting and
directed the Secretary of the Company to read the notice of the meeting.
2.The Secretary then read
the notice convening the Extraordinary General Meeting. The Chairman then took
the first item of business of the notice which was increase of paid up share
capital and requested the shareholders present at the meeting to propose the
resolution.
3. Shri …..proposed and Shri …..seconded the
following resolution to be adopted as a Special Resolution Resolution:
"RESOLVED that pursuant
to section 81(1A) of the Companies Act, 1956, 50,000 equity shares of Rs.10/-each
at par be and is hereby issued to M/s…..in lieu of their supplying plant and
machinery to the Company for starting the new factory situated at ……..Gaziabad,
Uttar Pradesh.
RESOLVED FURTHER that the
Board of Directors be and is hereby authorised to take every action that it
deems fit for proper implementation of the aforesaid resolution."
The Chairman put the resolution
to vote on show of hands and the said Special Resolution was adopted
unanimously.
4.The Chairman thereafter
took the second item of business of the notice calling the meeting and Shri
…….proposed and
Shri …….seconded the following resolution to be passed
as an Ordinary Resolution:
"RESOLVED that pursuant
to section 269 read with clause (D) of paragraph 1 of Section II of Part II of
Schedule XIII of the Companies Act 956 sanction be and is hereby accorded to
the payment of remuneration of Rs.20 lakhs per month to Shri ……the Managing
Director of the Company with effect from ……2002 and as approved by the Board of
Directors at a meeting held on 2002.
RESOLVED FURTHER that the
Board of Directors of the Company be and is hereby authorised to enter into any
agreement between the Managing Director and the Company for the purpose of
giving effect to the aforesaid resolution and also to do every thing that may
be necessary in connection with the appointment of the said Managing
Director."
The Chairman put the
resolution to vote on show of hands and the said Ordinary Resolution was passed
unanimously.
5.The Chairman took the
third item of business as specified in the notice and Shri ……. proposed and
Shri ……..seconded the following resolution to be passed as an Ordinary
Resolution:
"RESOLVED that consent of the Company be and is hereby accorded to the appointment of Shri the present Manager of the Company, as the managing Director of the Company on the terms and conditions contained in the agreement, a draft of which is placed before the meeting and initialled by the Chairman for purpose of identification. RESOLVED FURTHER that the Board of Directors be and is hereby authorised to assent to any modifications to the terms of the draft agreement subsequently for the convenience of the Company and Managing Director so re-designated." The Chairman the put the said Ordinary Resolution to vote on show of hands and then it was passed unanimously. Vote of Thanks
The meeting then terminated with a vote of thanks to
the Chair.
Date:……… CHAIRMAN
…………..