M. 7. MINUTES OF THE (.....

NUMBER) ANNUAL GENERAL MEETING AT WHICH AN AMENDMENT WAS MOVED TO THE RESOLUTION/CONSIDERATION OF CERTAIN BUSINESS WAS ADJOURNED

Minutes of the proceedings of the (Number) Annual General Meeting of the Company held at ........... on ........... day, the ........ 20....at.... [A.M.] ................Ltd.
PRESENT

Chairman Directors

And And

shareholders present in person. shareholders present by proxy.

Pursuant to Article of the Articles of Association of the Company, Mr. , Chairman of the Board of Directors, took the chair. Requisite quorum being present, the Chairman called the meeting to order. The Chairman welcomed the members to the ( number) Annual General Meeting of the company. The Chairman informed the members that the company had received number of proxies for number of equity shares. Out of this, number of proxies for number of equity shares were invalid. The number of proxies for number of equity shares were valid. He further informed the members that the proxies and statement of proxies were on the table before him. He also informed the members that the Register of Directors’ Shareholdings was on the table before him and the same was available for inspection. With the consent of the shareholders, present, the Notice convening the meeting and the Directors’ Report having already been circulated to the shareholders were taken as read. The Auditors’ Report was read by the Secretary. The Chairman then made a statement as under: Ladies and Gentlemen, I am pleased to welcome you to this Annual General Meeting. The Annual Report for the year 20 has been with you for some time. Before we proceed to adopt it let me offer a few comments on the Company’s working:
[Set out the comments]

Adoption of accounts and Auditors’ Report The Chairman, thereafter, proposed a resolution for adoption of Audited Balance Sheet and Profit and Loss Account, the Directors’ Report and the Auditors’ Report.

“RESOLVED that the audited Balance Sheet as at and Profit and Loss Account for the year ended on that date and the Directors’ Report and the Auditors’ Report thereon be and are hereby received, approved and adopted.” At this stage, Mr. pointed out some discrepancy in the Company’s capital structure as published in the Balance Sheet, and with the Chairman’s permission, moved the following amendment to the resolution: RESOLVED that at the end of the resolution relating to the adoption of the accounts for the year ended , 20 , the following be added, namely:“after deleting the figure from (a) the figure appearing at the page of the printed Balance Sheet, (b) the figure at two places at page of the printed Balance Sheet, and (c) the figure appearing at the bottom of the same page .of the printed Balance Sheet for the year ended and after carrying out all consequential corrections in the figures appearing in the Balance Sheet as are required or necessary, as a result of the above.” Mr. seconded the amendment. The amendment was put to vote by the Chairman, which was carried unanimously. The amended resolution was then moved as a substantive resolution by the Chairman as follows. RESOLVED that the Directors’ Report, the audited Balance Sheet and the Profit and Loss account of the Company for the year ended as circulated to the Members be and the same are hereby adopted after deleting the figures ‘ ’ from (a) the figure of appearing at page of the printed Balance Sheet, (b) the figure of appearing at two places at page of the printed Balance Sheet, and (c) the figure of appearing at bottom of the same page of the printed Balance Sheet and after carrying out all consequential corrections in the figure appearing in the said Balance Sheet as are required or necessary, as a result of the above. Mr. seconded the resolution. The Chairman then put the resolution for adoption of Directors’ Report and Accounts to vote and it was carried unanimously by show of hands. Declaration of dividend RESOLVED that
[Set out the resolution]

Proposed by Seconded by

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

that
[Set out the resolution]

Proposed by Seconded by The Chairman put the motion to vote on a show of hands and declared the same carried unanimously. Appointment of Auditors. Regarding the re-appointment of Auditors, at the request of the Chairman, Mr. informed the shareholders that in view of the provisions of section 224A of the Companies Act, 1956, the resolution for appointment of Auditors in the case of this Company was required to be proposed as a special resolution on account of shareholding of some of the financial institutions being in excess of 25 per cent of the subscribed capital of the Company. He informed the shareholders that the Company had received legal advice that in view of the fact that 21 days’ notice had not been given of the special resolution, the consideration of this item relating to the reappointment of Auditors be adjourned to a meeting to be held later on after a proper notice of the special resolution is given to the shareholders proposing the re-appointment of the Auditors. With the consent of the meeting, the Chairman adjourned the consideration of this item and announced that the date, time and place of the adjourned meeting to consider this item would be intimated to the shareholders in due course. The meeting terminated with a vote of thanks to the Chair. Dated Chairman

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