Annual General Meeting Minutes - format/sample/template

Here under is a Specimen format of the Minutes of Annual General meeting of a Company:

MINUTES OF THE __TH ANNUAL GENERAL MEETING OF THE MEMBERS OF (Company Name) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (address) ON (day) THE __TH  DAY OF (month), (year) AT (time).

Directors Present:
1. Mr. H     -           Chairman
2. Ms. G     -           Managing Director
3. Mr. Y     -           Executive Director
4. Mr. T     -           Director
5. Mr. O     -           Director

In Attendance:
Mr. U        -           Company Secretary

Invitees:
Mr. K        -           Partner, F & T Associates, Chartered Accountants
Mr. D        -           General Manager - Finance

Members / Proxies:
Members present in person: 100
Proxies present: 50


Mr. H, Chairman of the Meeting, took the chair. The Chairman extended a warm and hearty welcome to shareholders present at the Annual General Meeting of the Company.

The Chairman after confirming that the requisite quorum was present called the meeting to order.

Notice of AGM:
The Chairman stated that with the permission of the members present, the Notice of the Meeting with the explanatory statement annexed thereto, which has been already circulated to them, may be taken as read. The Members consented to it and Notice convening the _th Annual General Meeting was taken as read.

The Chairman also informed the members that the Register of Directors’ Shareholding was on the table before him and the same was available for inspection by the members.

Chairman’s Speech:
The Chairman addressed the members and briefed them about the performance of the Company during the last fiscal year. He further brought to the notice of the member the achievements made by the Company during that period. He then explained the Company’s policy being adopted for growth in the coming period.

Auditor’s Report:
The Chairman then requested the Company Secretary to read the Statutory Auditor's Report and the comments of the Statutory Auditors on the Annual Accounts.

The Statutory Auditors' Report and the comments of Statutory were then read out by the Company Secretary. The Company Secretary stated that the Company has received ‘Nil’ comments from the Statutory Auditors of the Company.

Agendas:
The Meeting then took up for consideration the items on the Agenda :

Ordinary Business:

Item No.1: Adoption of Accounts

The Chairman, then, proposed the following resolution.
This was seconded by Mr. L, a member.

“RESOLVED that, the audited Balance Sheet as at 31st March, 2012 and the Statement of Profit and Loss for the year ended 31st March 2012 and the Directors’ Report and the Auditors’ Report thereon be and the same are hereby received and adopted.”

The Chairman then invited, from the members, any clarification on the annual accounts of the Company. Thereafter several members participated in discussion and put forth their queries. The Chairman replied suitably to the questions being asked.

The Chairman put the motion to vote on a show of hands and declared the same carried unanimously.

Item No.2: Dividend Declaration

The Chairman then took up for consideration Item no. 2 of the Notice regarding declaration of Equity Dividend for the Financial Year 2011-12. He stated that the Board of Directors have recommended a dividend of 180% i.e. Rs. 1.8/- per share on the paid-up Equity Shares Capital for the Financial Year 2011-12 to the eligible shareholders. He then requested the Members to propose and second the following Resolution as an Ordinary Resolution:

“Resolved that the Equity Dividend at the rate of 180% i.e. Rs. 1.8/- per equity share be and is hereby approved and is declared out of the profits of the Company for the year ended 31st March 2012, and the dividend be paid to the eligible equity shareholders whose name(s) stand on the Register of Members as on the date of Book Closure fixed for the purpose of determining eligibility for payment of dividend in proportion to the amount paid up thereon”.

Mr. K proposed the resolution which was seconded by Mr. P.

The Chairman then put the Resolution to Vote and on show of hands declared the Resolution as carried by majority votes.

Item No.3: Appointment of Retiring Director

The Chairman then took up for consideration Item no.3 of the Notice regarding appointment of Mr. T, Director of the Company, retiring by rotation and eligible for reappointment and requested the Members to propose and second the following Resolution as an Ordinary Resolution :

“RESOLVED that, Mr. T, Director of the Company who retires by rotation and being eligible for appointment be and is hereby reappointed as the Director of the Company”.

Mr. S proposed the resolution which was seconded by Mr. K.

The Chairman then put the Resolution to Vote and on show of hands declared the Resolution as carried by majority votes.

Item No.4: Re-appointment of Auditors

The Chairman then took up for consideration Item no. 4 of the Notice regarding re-appointment of F & T Associates, Chartered Accountants as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and requested the Members to propose and second the following Resolution as an Ordinary Resolution :

“RESOLVED that, the retiring auditors M/s. F & T Associates, Chartered Accountants be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting on a remuneration fixed by Board of Directors.

The Chairman put the motion to vote on a show of hands and declared the same carried unanimously.”

Mr. V proposed the resolution which was seconded by Mr. D.

The Chairman then put the Resolution to Vote and on show of hands declared the Resolution as carried by majority votes.


Special Business

Item No.5: Appointment of Mr. O as Director

The Chairman then took for consideration Item no.5 of the notice regarding appointment of Mr. O as the Director of the Company. The Chairman stated that Mr. O was appointed as an Additional Director of the Company by the Board of Directors in their meeting held on ___, who ceases to hold office at this Annual General Meeting of the company and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, he then requested the Members to propose and second the following Resolution as an Ordinary Resolution :

"RESOLVED THAT pursuant to the provisions of Section 257 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, Mr. O, who was appointed as an Additional Director of the Company in the meeting of the Board of Directors held on __________(Date), who ceases to hold office at the ensuing Annual General Meeting of the company 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, whose period of office will be liable to determination by retirement of directors by rotation."

FURTHER RESOLVED THAT Mr. U, Company Secretary and Mr. Y, Executive Director be and are hereby severally authorized to digitally sign and submit the e-form 32 with ROC, ___(city name) and do all such acts, deeds and things necessary for the purpose of giving effect to this resolution.”

Mr. X proposed the resolution which was seconded by Mr. Z.

The Chairman then put the Resolution to Vote and on show of hands declared the Resolution as carried by majority votes.

Vote of Thanks:

With all the items of the agenda being transacted, the chairman thanked the members for making it convenient to attend the Annual General Meeting and also thanked them for their active participation in the Annual General Meeting.

Thereafter, the Chairman declared the meeting as concluded.

                                                                                   
Place:                                                                          Mr. H
Date:                                                                           Chairman