Draft a specimen format of minutes of the board meeting and include therein a specimen resolution passed for declaration of interim dividend in the light of the provisions of the Companies Act, 2013.

CS Executive · Company Law · PYQS · December 2024
Draft a specimen format of minutes of the board meeting and include therein a specimen resolution passed for declaration of interim dividend in the light of the provisions of the Companies Act, 2013.

Answer & Explanation:

Specimen Minutes of Board Meeting of-----Ltd. Minutes of the -- meeting of the Board of Directors of---Ltd held on ---(Day), (Date, Month and Year) at -----(Venue) from (Time of commencement) Present A.B Chairman C.D Director E.F Director G.H Managing Director In attendance X Company Secretary Item No.: Interim Dividend 1. Chairman for the Meeting Mr/Ms. ............was elected as the Chairman for the Meeting. 2. Leave of absence Leave of absence from attending the Meeting was granted to Mr. M.N. and Mr. O.P. who expressed their inability to attend the Meeting owing to their preoccupation. 3. Quorum The business before the Meeting was taken up after having established that the requisite quorum was present. 4. Minutes of the previous Board Meeting The Minutes of the ............ Meeting of the Board of Directors of the company held on ............, as circulated, were noted by the Board and signed by the Chairman. 5. Register of Contracts The Register of Contracts in which Directors are interested under Section 189 of the Companies Act, 2013 and the Rules thereunder was signed by all the Directors present. 6. Approval and payment of Interim Dividend The payment of interim dividend for the year ending ............ was considered on the basis of unaudited Financial Statements of the company for the FY----- as annexed to the Note under reference. The Directors are of the view that the company has earned adequate profits for the year to consider payment of interim dividend. The Board, after discussion, passed the following resolution unanimously: "RESOLVED THAT an Interim Dividend of Rs. ............ (at the rate of ... percent) on each fully paid-up equity share of Rs. ............ of the Company amounting to Rs............ be paid out of the profits of the Company for the half year ended ............ 20.. to those Members of the Company whose names would appear on the Register of Members of the Company on the ............ day of ............ 20...being the Record date for payment of Interim Dividend. RESOLVED FURTHER THAT a separate bank account be opened in the name of the Company with ............ Bank at its Branch at ............ and a sum of Rs............ being the total Interim Dividend amount, be deposited in the said account within five days from the date of declaration. RESOLVED FURTHER THAT Mr............ Director and Mr............ Company Secretary be and are hereby jointly authorised to open the bank account by signing the account opening form and by furnishing to the said bank the required papers, documents and information and completing all other required formalities for the purpose of opening the bank account and to make arrangements with the said bank for the payment at par, of the Interim Dividend within thirty days from the date of declaration. RESOLVED FURTHER THAT Mr. ............ Director and Mr............ Company Secretary of the company, be and are hereby authorised to jointly sign the Dividend warrants to be issued on the said bank and the said bank be and is hereby authorised to honour the Interim Dividend warrants jointly signed by the said authorised signatories, as and when presented for encashment." 7. Summary of proceedings The Chairman summarized the proceedings of each item of business transacted at the meeting for the benefit of the members. 8. Vote of thanks As there was no other business to transact, the meeting concluded with a vote of thanks to the Chair. The meeting concluded at (time). Signed by Chairman Dated: Place:

Topics: Meetings of Board and its Powers

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