Draft a Specimen of the minutes of Extra-Ordinary Meeting where Ankush was appointed as an independent director.

CS Executive · Company Law and Practice · PYQS · June 2024
Draft a Specimen of the minutes of Extra-Ordinary Meeting where Ankush was appointed as an independent director.

Answer & Explanation:

MINUTES OF THE PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF (Name of the Company) HELD ON ____________ (day), ____________ (date) 20______ FROM ____________ TO___________ A.M./P.M AT ____________ (address). The following were present: Mr. A (in the Chair) Mr. B (Director and Member) Mr. C (Director) Mr. F (Company Secretary) (Members present in person) (state number} ____________ (Members present by Proxy) (state number} Mr. G, Partner of M/s, ____________ Chartered Accountants, Auditors of the Company, CHAIRMAN In accordance with Article ____________ of the Articles of Association, Mr. A, Chairman of the Board of Directors took the Chair. Introduction The Chairman welcomed the Members and introduced the Directors seated on the Dias. The Chairman stated that Mr. and Mr.......Directors, could not attend the Meeting due to............(explain the reason for absence). Quorum The Chairman stated that the requisite Quorum was present and called the meeting to order. Notice With the consent of the Members present, the Notice convening the Extra-Ordinary General Meeting of the Company was taken as read. The business of the Meeting, as per the Notice thereof, was thereafter taken up item-wise. Appointment of Independent Director Proposed by: Mr. ____________ Seconded by: Mr. ____________ The Chairman explained the profile of Mr. Ankush to the members. He explained that in order to broadbase the board, it was proposed to appoint Mr. Ankush, a legal expert as an Independent Director. The following Resolution having been proposed and seconded respectively by the aforementioned Members was put to vote as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150(2), 152 and any other applicable provisions of the Companies Act, 2013 and any other rules made there under read with Schedule IV to the Companies Act. 2013 , approval of the Company be and is hereby accorded for appointment of Mr. Ankush (DIN No. ____________), as an Independent Director of the Company to hold the office for a period of 3 years i.e. up to ____________ AND THAT by virtue of sub-section (13) of Section 149 of the Companies Act, 2013 he shall not be liable to retire by rotation." The Chairman enquired from the Members present if there were any clarifications required on the same. Since none of the Members required any clarification, the Ordinary Resolution was put to vote and on a show of hands, declared carried by the requisite majority. CLOSE OF THE MEETING There being no other business to transact the Meeting closed with a vote of thanks to the Chair. Date:............ Place:............ CHAIRMAN

Topics: Meetings of Board and its Powers

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic