E-VOTING PARTICIPATION BY SHAREHOLDERS

 E-VOTING PARTICIPATION BY SHAREHOLDERS

Effective 1 October 2012, e-voting becomes mandatory for all such resolutions for which postal ballots are prescribed as per the Companies Act or other relevant regulations. As per the amendment to the Listing Agreement by SEBI, effective 1st October, e-voting will be mandatory for all such resolutions for which postal ballots are prescribed as per the Companies Act or other relevant regulations.

The Securities and Exchange Board of India (SEBI) has brought about this significant change by amending the Listing Agreement, vide a notification of 13 July 2012. A new clause 35A has been inserted in the listing agreement which provides that in case of all resolutions which are transacted using postal ballots. Postal ballots are currently required in terms of section 192A of the Companies Act. There are several other regulations also that mandatorily require resolutions to be passed by postal ballots—ICDR Regulations, Takeover Code, etc.

With an objective of larger shareholder participation in the decision making process of companies, Section 192A was inserted in the Companies Act, 1956 through the Companies (Amendment) Act, 2000. Section 192A of the Act, read with Companies (Passing of the Resolution by Postal Ballot) Rules requires listed companies to conduct certain business only by way of postal ballot, instead of transacting it in their general meetings. Rule 2(c) of the said Rules defines "Postal Ballot" as voting by shareholders by postal or electronic mode instead of voting personally by presenting for transacting businesses in a general meeting of the company. Ministry of Corporate Affairs vide its circular No 72 / 2011 dated 27-12-2011 permitted e voting .These provisions enable companies to transact any business through postal ballot/e-voting.

  

E-voting and its benefits

 E-voting is stated to be an internet based system through which shareholders can login and register their votes on companies' resolutions. It is expected to encourage greater participation of shareholders in decision making and may also reduce the cost borne by the shareholder to attend general meetings. Following are some of  possible  advantages of e voting .

benefits of e-voting for the shareholder:

ü Ability to take part in the decision making process in the comfort of their homes or offices.

ü Ability to vote easily on any number of resolutions of any number of companies whose securities they hold and eligible to vote.

ü Ease of voting - no pasting and posting.

ü Ample time to vote till the last day.

ü Less or no scope for invalid votes.

 FREQUENTLY ASKED QUESTIONS ON THE E-VOTING SYSTEM FOR CORPORATES

What is e-Voting?

Ans. Presently security holders can vote on resolutions proposed by companies through Postal Ballot. e-Voting is a mechanism through which security holders of companies can vote on resolutions electronically any-where and at any-time during the period of voting, through the electronic voting system developed by CDSL/NSDL.

Q2. How does the Company use e-Voting for resolutions requiring Postal Ballot?

1. The company desiring to use the e-Voting system has to sign the agreement and accept the terms and conditions for usage of the e-Voting system with CDSL/NSDL  The agreement is of a perpetual nature.

2. The Company will give a letter for Generation of user ids and passwords on the letterhead of the company.

3. User-id’s and passwords having the maker and checker privileges would be generated and sent to the Company or the RTA.

4. The Company itself or through its Registrar and Transfer Agent [RTA] will setup the e-Voting schedule on the e-Voting website www.evotingindia.com, upload the resolutions on which voting is required and generate the Electronic Voting Sequence Number (EVSN).

5. The resolutions which are to be passed through Postal Ballot will have to be setup by the Company through its RTA. The company will provide to CDSL/NSDL  a letter giving the details of the same.

6. The company will provide the details of the Scrutinizer to CDSL/NSDL .

7.CDSL/NSDL  will then generate login-id for the Scrutinizer for each EVSN.

8. The company can then upload the Register of Members (RoM), which contains the details of the security holders holding the securities in physical and  demat mode across both depositories, as on the record date in the specified format.

9. CDSL/NSDL  will then generate the passwords for security holders an forward the same to the company / RTA.

10. The company will then communicate the password, EVSN and the procedure for e-Voting, along with the notice of the resolution to all the security holders.

11. The security holders should log on to www.evotingindia.com during the duration of the Postal Ballot and cast their votes for all the resolutions on the e-Voting System.

12. After the voting period is over, the e-Voting system will provide to the scrutinizer, security holder wise details of the voting done in a report along with a summary, for the records of the company.

Q3. What are the benefits of the e-Voting System?

Ans. There are benefits to both categories of participants in the e-Voting System for  Corporates to Companies and Security holders.

Benefits to Companies are as follows:

1. Administrative costs associated with postal voting will be reduced as there will be no need for verification of signatures and counting of ballot votes. Also, costs associated with storing of physical ballot papers will be saved.

2. counting  of votes will be accurate.

3. The voting results can be declared immediately after the close of the voting.

4. Voting process is faster transparent and cost efficient.

5. This will enable regulators to reduce the time provided for postal ballot.

Benefits to security holders:

1. Ability to take part in the decision making process in the comfort of their homes or offices.

2. Can vote easily on any number of resolutions of any number of companies whose securities they hold and eligible to vote.

3. Ease of voting - no pasting and posting.

4. Ample time to vote till the last day.

5. No scope for invalid votes.

 What is the legal framework under which e-Voting is permitted?

Ans. Currently, the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, defines the term "Postal Ballot" as voting by shareholders by postal or electronic mode instead of voting personally by presenting for transacting businesses in a general meeting of the company. Further, the MCA in its circular 17/2011 dated 2nd May 2011, has also recognised CDSL/NSDL  as a systems provider for electronic voting for Postal Ballot Resolutions.

 Is time period for e-Voting different from that for voting through Postal Ballot?

Ans. Currently, the time is defined in the Postal Ballot Rules, 2001, framed under section 192A of the Companies Act, 1956 hence, the time period is same.

How would the passwords for e-Voting be sent to the security holders?

Ans. The passwords would be dispatched to the security holders by the RTA / Company along with the notices.

Is it necessary for all companies to send passwords to all its security holders every time it decides to go for e-Voting?

Ans. The passwords sent to the demat account holders would be valid for all the securities held in the portfolio of the security holder’s demat account. Demat account holders who have already voted for an earlier instance of e-Voting on CDSL/NSDL e-Voting platform and have not received a password then they may login using their existing login details. However, passwords will have to be sent to physical security holders for each voting.

Does the e-Voting System facilitate voting for only demat account holders in CDSL/NSDL  ?

Ans. The e-Voting System facilitates voting in electronic mode for all holders in physical and demat mode as on the record date.

What are the charges for the Service?

Ans. Presently CDSL/NSDL will not charge you for use of the e-Voting system.

Partial voting is permitted in Postal Ballot mechanism. Is the same available in the e-Voting system?

Ans. Yes, a security holder can decide to vote only on some of the resolutions put to vote, the same can be done in e-Voting.

Can an investor split the votes within a particular resolution?

Ans. Yes, however the company has to decide whether to permit security holders to vote for or against within a resolution. If available, security holders are permitted to split votes for a resolution  upto the total holding only.

Which votes would be considered if the investor has voted through the internet and physically?

Ans. The votes cast by the investor through the internet will be considered as the final votes for the resolution. However the Company / Scrutinizer will have the right to decide which should be considered as the final vote.

Can an investor vote partially through the online e-Voting system and partially through the postal ballot facility?

Ans. The investor has the option to vote either through the internet or through the postal ballots, on all the resolutions available for voting, but not both. The system will record the votes cast through either of the modes and disallow voting entry of physical votes or electronic voting for security holders.

 How will proxies vote? Is the concept of proxy still applicable?

Ans. Voting through proxy is permitted to help investors who cannot attend the meeting to appoint a person designated by them to vote on their behalf at the meeting. Through e-Voting the investor can vote directly on the resolutions proposed at a place and time of their convenience. This would eliminate the need of appointing a proxy.

How will the signatures be verified in case of electronic Voting?

Ans. The investor is given a login id and password in order to cast their votes in a secure manner. Hence in this case the verification of the signature is not required. Besides the system uses 2 factor  authentication. The security holder has to enter the user id (Folio no in case of physical shares or demat account no in case of demat holding), the PAN and password provided by  CDSL/NSDL  .

How will the votes be counted if some security holders vote through e-Voting and some vote though postal ballot?

Ans. The  e-Voting system provides for entry of vote received through postal ballot by the Scrutinizer. The system would collate all the votes received physically and electronically in a consolidated Voting Report.

 How will the results be made available at the end of the voting period?

Ans. The Scrutinizer will be able to download a consolidated report, which includes votes cast by the investor electronically and votes received by the Scrutinizer though Postal Ballot which have been entered in the system. The Voting Report download page contains the instructions for downloading, saving and viewing the report.

 Why would a shareholder be unable to login to the e-Voting System?

Ans. The shareholder is attempting to login using the incorrect password and case for the login details provided to them. Shareholders should check the case of the login details and should be entered as provided to them.

 How do the shareholders obtain the Notice / Resolution of the postal ballot?

Ans. The explanatory note of the resolution would visible to the shareholder, in a Protected Document Format (PDF), once the shareholder clicks on the Resolution File link in their login.

Is there any User Manual or information pertaining to this facility?

Ans.  The manual for security holders to cast their vote on e-Voting and for Companies to set-up e-Voting is available on the website  www.evotingindia.com.

Thus e voting will reduce the cost for the company and save time for the shareholders and allows participation by all  the shareholders. 

  

NEW COMPANIES BILL 2012 BOARD AND GENERAL MEETINGS CHANGES

NEW COMPANIES BILL 2012 BOARD AND GENERAL MEETINGS CHANGES

MEETINGS

Ø  Secretarial Standards with respect to Board and General Meeting framed by the ICSI and approved by the Central Government have been mandated by the Bill

Ø  Postal Ballot- Applicable only to Listed Companies; whereas in the new bill Postal Ballot – Applicable to all Companies whether Listed or Unlisted

Ø  Nomination & Remuneration Committee not a provision under Companies Act, 1956; whereas in the new bill Every Listed Companies and such other class/classes of companies shall constitute Nomination & Remuneration Committee with 3 or more non- executive Directors, of which not less than ½ shall be Independent Directors

Ø  Statutory meeting has been deleted

Ø  Clause 175 of the bill mandates that, not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board

BOARD MEETINGS  ( Clause 173  and  174 )

Ø  Every Company shall call its board meeting within 30 days of its incorporation. Whereas in the Companies act 1956 there is no time limit.

Ø  Participation of the directors by video conferencing or by other audio visual means shall also be counted for the purpose of quorum.

Ø  Ever Company to hold a BM atleast once in every 3 months and atleast 4 meetings to be held in a year; whereas in the new bill Every Company to hold a BM within 30 days from date of its incorporation and a minimum of 4 meeting in a year, where not more than 120 days shall intervene between 2 consecutive meetings

Ø  Meeting of the Board shall be called by giving not less than seven days’ notice, in the Companies act 1956 not specified about the length of the notice.

Ø  Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of Rs. 25,000/-; in Companies Act 1956 it was Rs. 1000/-

Ø  Central Government to prescribe class/classes of Companies where members may exercise their votes via electronic means

Ø  Allowed Now Under clause 173(2), participation of directors at Board Meetings has been permitted through video-conferencing or other audio visual means Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual means. No such provision in Companies Act 1956.

Ø  Board report disclosures have been made more comprehensive to include Extract of Annual Return, no of Board Meetings, Transactions with Related Parties, Statement of declaration by Independent Director etc.

ANNUAL GENERAL MEETING (CLAUSE 96 TO 122)

Ø  First meeting to be held within 18 months from incorporation or 9 months from closure of accounts, whichever is earlier; in case of Companies Bill 2012 First meeting to be held within 9 Months from closure of accounts

Ø  Meeting of the AGM shall be called by giving not less than 21 days’ clear notice, which shall be in writing or through electronic form; whereas in the Companies act 1956 not specified about the length of the notice.

Ø  The provisions relating to the time and date of having AGM was during business hours, on a day that is not a public holiday; in the Companies Bill 2012 Every annual general meeting shall be called during business hours, that is, between 9 A.M. and 6 P.M. on any day that is not a National Holiday

Ø  Consent to be given by all members entitled to vote at the AGM; Whereas Consent to be given by not less than 95% of the members entitled to vote at the meeting

Ø  Quorum for general body meetings of public Companies will depend upon the no ofshareholders 

(i)                 five members personally present if the number of members as on the date of meeting is not more than one thousand;

(ii)                fifteen members personally present if the number of members as on the        date of meeting is more than one thousand but up to five thousand;

(iii)              thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;

Ø  Every company shall file with the Registrar a copy of the annual return, within thirty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within thirty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed, within the time as specified,.

DRAFTING OF BOARD METTING MINUTES

DRAFTING OF BOARD METTING MINUTES

1.       Every company shall prepare a minutes of every meeting as per sec 193 of companies act 1956

2.       The Board should meet at least once in every three months, with a maximum interval of 120 days between any two Meetings such that at least four Meetings are held in each year.

3.       The minutes shall contain the details like, the date, time and venue of the meeting conducted, the persons attended the meeting, Leave of absence, disclosures received from the Directors, confirmation of minutes of previous meeting, decisions taken process at the meeting, resolutions, etc.

4.       Each page of the minutes shall be numbered and duly initialed or signed and the last page shall be signed and dated within 30 days by the chairman of that meeting or the chairman of the succeeding meeting.

5.       Minutes shall be filed in loose leafs in the minutes book once it is signed and at least once in six months it shall be maintained in the binder.

6.       No alteration can be made in the minutes after it is signed by the chairman, in case of any changes it can be done by passing a resolution.

7.       Minutes can be kept only at the register office of the company. It can be kept in any other place within the city/ town/ village where the register office of the company is situated unless it has passed a special resolution and filed form 23 with ROC.

8.       In case of any default for not maintaining minutes, the company and each director or officer in default shall be punishable with a fine which may extend to Rs. 500/-    

9.       S. 197 stipulate that the minutes of a company is not a public document and cannot be inspected by or advertised to the shareholders. In case of any default the company and each director or officer in default shall be punishable with a fine which may extend to Rs. 5000/-

10.   As per Secretarial Standards 5 on Minutes of the meetings issued by Institute of Company Secretaries of India, New Delhi, the following are important

a)   In respect of a Meeting convened but adjourned for want of quorum that fact should be recorded in the Minutes of such adjourned meeting.

b)  Within fifteen days from the date of the conclusion of the Meeting of the Board or Committee the draft Minutes thereof should be circulated to all the members of the Board or the Committee, as the case may be, for their comments.

c)   The directors should forward their comments on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.

What Not to include in Minutes

a. No day to day decisions

b. No more detail than that required to demonstrate care and consideration by the Board

c.No personal observations by Board Members

d.No inaccurate or inflammatory statements

SPECIMEN OF BOARD MEETING MINUTES

MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF M/s. XYZ Co Pvt Ltd HELD ON  WEDNESDAY THE 12^th DAY OF APRIL 2012 AT 10.30 AM, AT No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017, THE REGISTERED OFFICE OF THE COMPANY

DIRECTORS PRESENT 

Mr. AAAAA

Mr. BBBBBB

CHAIRMAN OF THE MEETING

Mr. AAAAA  was unanimously elected pro-term Chairman of the Meeting till a permanent Chairman was appointed.  He welcomed the Directors at the First Meeting of the Board of Directors. Thereafter he ascertained the quorum, and taken that the meeting was duly convened and properly constituted and agenda of the meeting was taken up. 

1.CERTIFICATE OF INCORPORATION  

The Certificate of Incorporation having Registration No. [x00000xxx0000xxx0000] dated 01.04.2012 and a copy of Memorandum and Articles of Association registered with the Registrar of Companies Tamil Nadu were placed before the Board.  The Board noted the same. 

2. CONSTITUTION OF THE BOARD  - APPOINTMENT OF FIRST DIRECTORS 

The Chairman informed the Board that as per Clause iv of the Articles of Association of the Company, Mr. AAAA and Mr. BBBB are being named as first Directors of the Company, constitute the Board of Directors in terms of the provisions of the Companies Act, 1956. The copy of Form No. 32 filed with the Registrar of Companies, TamilNadu was also placed before the Board for perusal. The Board thereafter passed the following resolution: 

“RESOLVED THAT pursuant to the Clause 20 of the Articles of Association of the Company and Form No. 32 filed with the Registrar of CompaniesTamilNadu, Mr. AAAA and Mr. BBBB constitute the first Directors of the Board of Directors of the Company from the date of incorporation of the Company till the conclusion of the first Annual General Meeting of the Company.” 

3. TO TAKE NOTE OF THE DISCLOSURE OF INTEREST UNDER SECTION 299 AND CERTIFICATE UNDER SECTION 274 (1)(g) OF THE COMPANIES ACT, 1956  

The Chairman informed the Board that the Company has received the General Notice of disclosure for the Year 2012-2013, pursuant to the provisions of Section 299 and certificate under Section - 274(1) (g) of the Companies Act, 1956 from all the directors of the Company. The same was read in the meeting and the Board took note of the same and passed following resolution with unanimous consent: 

“RESOLVED THAT notices of interest of directors under section 299 and certificate under Section- 274(1)(g) of the Companies Act, 1956 as submitted by all the directors of the Company for the Financial Year [Financial year] be and are hereby taken on the record.”

4. REGISTERED OFFICE OF THE COMPANY

A copy of Form No. 18 relating to the Registered Office of the Company filed with the Registrar of Companies, TamilNadu, was placed before the Board. The Board discussed the matter and passed the following resolution: 

“RESOLVED THAT the Registered Office of the company be situated at No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017 

"RESOLVED FURTHER THAT a name plate containing Company’s name and address of the Registered Office be affixed at the registered office and that the Company’s name and address of the Registered Office   be mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956.” 

5. FIRST AUDITORS  OF THE COMPANY 

The Chairman informed the Board that pursuant to Section 224(5) of the Companies Act, 1956, the company is required to appoint Statutory Auditors of the Company. He proposed that [Name of the Statutory Auditors], Chartered Accountants, having its office at No.14, Nethaji Road, Kodambakkam, Chennai 600034 may be appointed as first Auditors of the company. The Company has received a consent letter from [Name of the Statutory Auditors], Chartered Accountants, to act as Statutory Auditors of the Company and a certificate to the effect that their appointment as an Statutory Auditors, if made would be in accordance with the limit specified in Section 224(IB) of the Companies Act, 1956.The Board noted the same and after discussion, passed the following resolution unanimously: 

“RESOLVED THAT pursuant to section 224(5) of the Companies Act, 1956, --------------,  Chartered Accountants, having its office at 14, Nethaji Road, Kodambakkam, Chennai 600034 be and are hereby appointed as first auditors of the company to hold the office until the conclusion of the first Annual General Meeting. 

6. ADOPTION OF COMMON SEAL   

The Chairman placed before the Board the proposed Common Seal of the Company for perusal. The Board perused the Common Seal and after discussion passed the following resolution:

 “RESOLVED THAT the Seal as produced at this meeting be and is hereby approved and adopted as the Common Seal of the Company and that an impression of same be affixed in the margin of the minutes of this meeting and initialed by the Chairman.    

“RESOLVED FURTHER THAT the said Common Seal be kept in the safe custody of Directors of the Company.”  

7. FINANCIAL YEAR OF THE COMPANY  

The Board discussed the matter of fixing financial year of the Company and passed the following resolution : 

“RESOLVED THAT the first “2012-13” of the Company be the period  starting from the  date of incorporation of the Company viz 01.04.2012 – 31.03.2013 both days inclusive, and the first statement of accounts of the company shall relate to the same period. 

“RESOLVED THAT the second and subsequent “2012-13” of the company be the period from 1st April to 31st March, in each year unless decided otherwise.” 

8. SUBSCRIBERS TO THE MEMORANDUM  

The Board was informed that following subscribers have agreed to subscribe to the equity shares of the company as per following details: 

Sr.No.	Name of Subscribers	Numbers of equity shares subscribed
1.	Mr. AAAA	15000
2.	Mr. BBBB	15000

It was informed that the company is yet to receive share application money from the subscribers. The Board suggested that the subscribers may be approached for the subscription money and capital of the company be made fully paid up.   

9. PRELIMINARY EXPENSES   

The Chairman placed before the Board, a statement of preliminary expenses incurred in connection with the incorporation of the company and printing of Memorandum and Articles of Association  of the Company and other  expenses related thereto. It was pointed out that the total preliminary expenses amounting to Rs.50000­­­­­­­­­­­­­­­­­­­­ have so for been incurred. The Board discussed the matter whereupon, following resolution was passed: 

“RESOLVED THAT the preliminary expenses amounting to Rs. 50000 Fifty Thousand expended in connection with the incorporation/registration of the Company as per the statement placed before the meeting be and is hereby approved. 

“RESOLVED FURTHER THAT the amount of preliminary expenses incurred by the Promoters in connection with the incorporation/registration of the Company be paid to them.” 

10. DIRECTORS FEE 

The Chairman placed before the Board the matter regarding payment of fee to Directors for attending the meeting of the Board of Directors. The Board discussed  the matter in detail and decided that no fee, traveling or such other expenses shall be paid  to any Directors for attending  the meeting of the Board of Directors for the time being. Thereafter the Board passed the following resolution: 

“RESOLVED THAT no fee, travelling or such expenses shall be paid to any Director for attending the meeting of the Board of Directors or of a Sub-committee thereof, till such time the Board determines otherwise.” 

11. VOTE OF THANKS  

There being no other business to transact, the meeting concluded with a vote of thanks to the chair.      

  Dated      13.04.2012                                                                                                     CHAIRMAN

FIRST QUARTER BOARD MEETING MINUTES (APRIL – JUNE)

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF XYZ CO PVT LTD  HELD ON THURSDAY THE  19^TH JULY 2012  AT  10 AM  AT No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017  

                                                                                                                           

DIRECTORS PRESENT   Mr. AAAAA Mr. BBBBBB IN ATTENDANE   Mr. XXXXX 01. Chairman of the Meeting The Directors present unanimously elected Mr. AAAAA as the Chairman of the meeting and the proceedings of the meeting started.  02. Leave of absence Leave of absence from the Meeting was granted to Mr. AABBB 03. Confirmation of Minutes Minutes of the last meeting of the Board of Directors of the Company held on   25.03.2012 were read and thereafter the following resolution was passed: Resolved that the Minutes of the Board of Directors of the Company held on    25.03.2012 be and are hereby approved and confirmed. 04. Matters arising out of previous Meeting The Board noted that matters arising from the previous meeting have been completed. 05. Notice of Interest of Directors Notice in Form 24AA received from the Directors indicating the companies in which they are Directors, Private Companies in which they are members and firms they or their relatives are partners and list of their relatives within the meaning of section 6 of the Company Act were read at the meeting and taken on record by Board. 06. Business Review The Board discussed about the prospects of the business. 07. Vote of Thanks Since there was no other matters for discussion the meeting terminated with a vote of thanks. DATE 20.07.2012 CHAIRMAN

SECOND QUARTER BOARD MEETING MINUTES ( JULY – SEPTEMBER)

Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT LTD, Saturday, the 02^st September, 2012 at 10.00 AM at the Registered Office of the company at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

Directors Present:

1.Mr. AAAAA

2.Mr. BBBBB

3.Mr. AABBB

01. Chairman of the Meeting

Mr. AAAAA, Chairman took the Chair.  

02. Leave of absence

Leave of absence from the Meeting was granted to Mr. XXXX

03. Confirmation of Minutes

Minutes of the last meeting of the Board of Directors of the Company held on 19.07.2012 were read and thereafter the following resolution was passed:

Resolved that the Minutes of the Board of Directors of the Company held on 19.07.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting

The Board noted that matters arising from the previous meeting have been completed.

05. Adoption of Annual Accounts for the year ended 31^st March, 2012

The Chairman stated that M/s. -------- , Chartered Accountants, at 14, Nethaji Road, Kodambakkam, Chennai 600034  had completed their audit for the period ended 31^st March 2012. The Board after perusal of various statements and due deliberations, passed the following resolution:

“RESOLVED THAT the Balance Sheet for the period ended 31^st March, 2012, the Profit and Loss Account together with Notes and Schedules thereto, as placed before the Board and duly initialed by the Chairman for the purpose of identification, be and are hereby adopted and Mr. AAAAA and Mr. BBBBB shall sign the same and deliver it to the Auditors for obtaining their signature and report on the accounts”.

06. Appointment of Auditors

M/s. ---------, Chartered Accountants, 14, Nethaji Road, Kodambakkam, Chennai 600034 , who are the statutory auditors of the company, hold office in accordance with the provisions of the Act up to the conclusion of the forth coming Annual General Meeting and is eligible for re-appointment.  The Board decided unanimously to recommend their appointment at the Annual General Meeting.

07. Convening AGM

The Chairman informed the Board of Directors that the Annual General Meeting will be held on Saturday the 30^th September, 2012 at 11 A.M. at Registered Office at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

The Board, after discussions, adopted the following resolution:

RESOLVED that Annual General Meeting of the Company be convened on Saturday the   30^th September, 2012 at 11 A.M. at Registered Office situated at New 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

. Notice for convening AGM on Saturday, the 30^th September, 2012 as per the draft placed on the table and signed by the Chairman for the purpose of identification be and is hereby approved and Mr. AAAAA, Director be and is hereby authorized to sign the Notice on behalf of the Company and send the Notice to all the members of the Company. 

08. Business Review

The Board discussed about the prospects of the business.

09. Vote of Thanks

Since there was no other matters for discussion the meeting terminated with a vote of thanks.

DATE: 03.09.2012

CHAIRMAN

THIRD QUARTER BOARD MEETING MINUTES (OCTOBER – DECEMBER)

Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT LTD, Friday, the 10^th November, 2012 at 10.00 AM at the Registered Office of the company at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

Directors Present:

1.Mr. AAAAA

2.Mr. BBBBB

3.Mr. AABBB

01. Chairman of the Meeting

Mr. AAAAA, Chairman took the Chair.  

02. Leave of absence

Nil

03. Confirmation of Minutes

Minutes of the last meeting of the Board of Directors of the Company held on 11.09.2012 were read and thereafter the following resolution was passed:

Resolved that the Minutes of the Board of Directors of the Company held on 11.09.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting

The Board noted that matters arising from the previous meeting have been completed.

05. Business Review

The Board discussed about the prospects of the business.

06. Vote of Thanks

Since there was no other matters for discussion the meeting terminated with a vote of thanks.

DATE: 11.11.2012

CHAIRMAN

FOURTH QUARTER BOAR MEETING MINUTES (JANUARY – MARCH)

Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT LTD, Friday, the 22^rd February, 2013 at 10.00 AM at the Registered Office of the company at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

Directors Present:

1.Mr. AAAAA

2.Mr. BBBBB

3.Mr. AABBB

01. Chairman of the Meeting

Mr. AAAAA, Chairman took the Chair.  

02. Leave of absence

Nil

03. Confirmation of Minutes

Minutes of the last meeting of the Board of Directors of the Company held on 10.11.2012 were read and thereafter the following resolution was passed:

Resolved that the Minutes of the Board of Directors of the Company held on 10.11.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting

The Board noted that matters arising from the previous meeting have been completed.

05. Business Review

The Board discussed about the prospects of the business.

06. Vote of Thanks

Since there was no other matters for discussion the meeting terminated with a vote of thanks.

DATE: 23.02.2012

CHAIRMAN