A meeting of Board of Directors of Ashoka Business Corporation Ltd. is held on 30th June, 2017 at its registered office, 1, Ashoka Marg New Delhi, in which board considered and approved company's financial statement for
CS Professional · Ethics, Governance and Sustainability · PYQS · December 2017
A meeting of Board of Directors of Ashoka Business Corporation Ltd. is held on 30th June, 2017 at its registered office, 1, Ashoka Marg New Delhi, in which board considered and approved company's financial statement for the F/Y ending 31st March, 2017 and made declaration of 20% dividends on its equity shares. You being the Company Secretary, draft the minutes of Board meeting.
Answer & Explanation:
Minutes of the ________ (Serial Number of the Meeting) Meeting of the Board of Directors of Ashoka Business Corporation Ltd., held on Friday, the 30th June 2017 at ________ (Time of Commencement) at Registered Office of the Company i.e. 1, Ashoka Marg, New Delhi. PRESENT: A Chairman B Director C Director E Managing Director IN ATTENDANCE: X Company Secretary INVITEES: Y Chief Financial Officer 1. Chairman for the Meeting Mr A being the Chairman of the Board chaired the Meeting. 2. Leave of absence Leave of absence from attending the Meeting was granted to ________ and ________ who expressed their inability to attend the Meeting to the Company Secretary 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 ________ at ________, as circulated along with the agenda, were noted by the Board. 5. Minutes of the Committee Meetings The Minutes of the ________ Meeting of the ________ Committee(s) held on ________, as circulated along with the agenda, were noted by the Board. 6. Financial Statements The draft balance sheet as at 31st March 2017, the statement of profit and loss for the year ended 31st March 2017 and the cash flow statement for the year ended 31st March 2017 of the Company were placed before the Board for its approval. Mr. Y made a detailed presentation to the Board on the financial statements. The Chairman of the Audit Committee confirms that there were no adverse remarks/observations of auditor on financial statements. The Board, after discussion, passed the following Resolution: "RESOLVED THAT pursuant to the provisions of Section 134 of the Companies Act, 2013, the Financial Statements for the year ended 31st March 2017 comprising the Balance Sheet as at 31st March 2017, Statement of Profit and Loss for the year ended 31st March 2017 alongwith the Notes to the Financial Statements and Cash Flow Statement derived from the Financial Statement for the year ended 31st March 2017, as recommended by the Audit Committee at its meeting held on _ May 2017 be and are hereby approved. RESOLVED FURTHER THAT the Balance Sheet as at 31st March 2017, the Statement of Profit & Loss for the year ended 31st March 2017 and the Cash Flow Statement derived from the Accounts for the year ended 31st March 2017 be and are hereby signed on behalf of the Board by Mr. ________ (DIN:), Director, Mr. ________ Managing Director (DIN:), Mr. ________ Chief Financial Officer and Mr. ________, Company Secretary." The meeting was adjourned for receipt of Auditors' Report. Thereafter, the Statutory Auditor submitted his report on the Financial Statement for the year ended 31st March 2017 and the meeting resumed. The Board noted that there were no qualification / adverse remarks in the said Report and after deliberation passed the following Resolution: "RESOLVED THAT the Annual Financial Statements of the Company for the year ended 31st March 2017, as approved by the Board and the Auditors' Reports thereon, be presented to the shareholders for adoption." 7. Dividend The payment of Dividend for the year ending 31st March 2017 was considered on the basis of the audited Financial Statements of the company for the period from 1st April 2016 to 31st March 2017. The Directors opined that there were adequate profits/free reserves to permit payment of Dividend. The Board, after discussion, recommended payment of final dividend @20% per equity share and passed the following Resolution: "RESOLVED THAT pursuant to the provisions of Section 123 of the Companies Act, 2013 and the rules made thereunder, final Dividend @ 20% amounting to ₹ ________ per equity share is and hereby recommended to be paid on all equity shares, out of the profits of the company for the year ending 31st March 2017, after providing for depreciation in accordance with the provisions of the Companies Act, 2013, whose names appear in the Register of Members of the company on the ________ of ________ (date). RESOLVED FURTHER THAT the transfer books and the Register of Members be closed from the ________ of ________ to the ________ of ________ (dates), both days inclusive, for the purpose of payment of such dividend. RESOLVED FURTHER that the Dividend Distribution Tax shall be borne by the Company." 8. Opening of a Bank Account for payment of Dividend The Board passed the following resolution for opening a bank account for the purpose of payment of Dividend: "RESOLVED THAT a Bank Account be opened in the name and style of 'Ashoka Business Corporation Ltd. - Dividend ....' (Bank Account) with the ________ for payment of Dividend for the financial year ending 31st March 2017. RESOLVED FURTHER THAT the said Bank be and is hereby authorised to honour cheques / bank advices etc. drawn, accepted or made on behalf of the company and to act on any instruction(s) so given concerning the said Account by any two of the following signatories: RESOLVED FURTHER THAT the said Bank be and is hereby authorised to change the name and style of the Bank Account to 'Ashoka Business Corporation Ltd. - Unpaid Dividend ________.' on and from ________ RESOLVED FURTHER THAT the authorised signatories be and are hereby authorised, in the manner stated above, to give instructions to the said Bank to close the Bank Account on disbursement of the Dividend. RESOLVED FURTHER THAT the authorised signatories be and are hereby authorised, in the manner stated above, to sign and execute such documents, letters etc., as may be required by the said Bank." 9. Conclusion of the Meeting There being no other business, the Meeting concluded at ________ (Time) with a vote of thanks to the Chair. Date ________.Chairman ________ Place ________ Entered on ________ (to be initialled by the Company Secretary)
Topics: Corporate Governance
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