Draft AGM Resolution for Adoption/ Approval of Annual Accounts

Sub-section (2) of section 129 of the Companies Act, 2013, states:

 "At every annual general meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year."

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Every year, a company sends across to its members/shareholders the notice of the AGM and Annual Report for the previous financial year containing the annual financial statements and other important documents and information.

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SAMPLE #1

“RESOLVED THAT the audited Balance Sheet as at 31st March, 20XX and the Statement of Profit and Loss for the year ended 31st March 20XX and the Directors’ Report and the Auditors’ Report thereon be and the same are hereby received and adopted.”

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SAMPLE #2
(Consolidated and Standalone Financial Statements)

#. To receive, consider and adopt the Financial Statements

“RESOLVED THAT the Audited Standalone Financial Statements of the company for the financial year ended 31st March, 20XX, together with the Reports of the Directors and the Auditors thereon be and the same are hereby received and adopted.”

“RESOLVED THAT the Audited Consolidated Financial Statements of the company for the financial year ended 31st March, 20XX, and the Report of the Auditors thereon be and the same are hereby received and adopted.”

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SAMPLE #3
(AGM minutes description of the item on Adoption of Accounts)

Item No. ...: Adoption of Accounts

The Chairman put forth the business before the members for adoption. The following resolution was read out before the meeting.

“RESOLVED that, the audited Balance Sheet as at 31st March, 20XX and the Statement of Profit and Loss for the year ended 31st March 20XX and the Directors’ Report and the Auditors’ Report thereon be and the same are hereby received and adopted.”

Mr. ABC, member proposed the resolution to be passed. Mr. XYZ, member seconded the same.

The Chairman then invited, from the members, any queries on the annual accounts of the Company, as they may desire to clarify. Thereafter, some members participated in discussion and put forth their queries. The Chairman replied suitably to the questions being asked.

The Chairman then put the motion to vote on a show of hands and declared the same carried by majority.



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Relevant Resolution:

Board Resolution for Approval of Annual Accounts / Financial Statements - available here


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Disclaimer: These are only the templates of such resolutions. Please refer the exact provisions of the companies act, rules made thereunder and other applicable laws to be able to not to miss out anything important while drafting any such resolutions.