The second board meeting is essential for preparation before the Annual General Meeting (AGM), focusing on key items like director appointments, dividend recommendations, and compliance reports. Resolutions passed pertain to director appointments, final dividends, business sustainability reports, secretarial compliance, and AGM logistics, ensuring statutory obligations and good governance practices are met.
As companies move forward in the financial year, the second board meeting plays a crucial role in laying the groundwork for the upcoming Annual General Meeting (AGM). This meeting often encompasses key agenda items involving statutory approvals, compliance reports, and shareholder-facing disclosures.
Below is a comprehensive guide to the additional items that are commonly included in the second board meeting, particularly for listed and large unlisted companies.
1. Appointment of Mr./Ms. [Name] as Director Liable to Retire by Rotation
The Chairperson informed the Board that, in accordance with the provisions of Section 152(6) of the Companies Act, 2013, and the Articles of Association of the Company, the Company is required to appoint certain directors who shall be liable to retire by rotation.
It was proposed to appoint Mr./Ms. [Name], who has consented to act as a Director of the Company, as a Non-Executive Director (liable to retire by rotation), subject to the approval of shareholders in the ensuing Annual General Meeting.
The Board discussed the matter and passed the following Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment thereof, and in terms of the Articles of Association of the Company, Mr./Ms. [Name] (DIN: ) be and is hereby appointed as a Director of the Company liable to retire by rotation, subject to approval of the shareholders at the ensuing Annual General Meeting.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to sign and file the necessary e-forms and documents with the Registrar of Companies and do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
2. Recommendation of Dividend for the Financial Year [20XX–XX]
The Chairperson informed the Board that the Company has earned sufficient profits during the financial year [20XX–XX] and is in a position to declare a final dividend for the said year. The Board considered the proposal to recommend a final dividend to the shareholders, subject to approval at the ensuing Annual General Meeting.
After deliberation, the following resolution was passed:
“RESOLVED THAT pursuant to the provisions of Section 123 and other applicable provisions of the Companies Act, 2013 and the relevant rules made thereunder, and subject to the approval of the shareholders at the ensuing Annual General Meeting, a final dividend of ₹[Amount] per equity share of ₹[Face Value] each be and is hereby recommended for the financial year ended [Date], out of the profits of the Company.
RESOLVED FURTHER THAT the final dividend, if approved by the shareholders, shall be paid to those members whose names appear in the Register of Members/Beneficial Owners as on the record date to be fixed by the Board, in accordance with the applicable provisions of law and SEBI regulations.
RESOLVED FURTHER THAT Mr./Ms. [Name], [Designation], and/or the Company Secretary be and is/are hereby authorized to take all necessary steps for giving effect to this resolution, including determining the record date, filing of necessary forms with regulatory authorities, and making necessary disclosures to the stock exchange(s).”
3. Approval of Business Responsibility and Sustainability Report (BRSR) for the Financial Year [20XX–XX]
The Chairperson informed the Board that, in accordance with the requirements of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being among the top 1000 listed entities based on market capitalization, is required to prepare and disclose a Business Responsibility and Sustainability Report (BRSR) as a part of its Annual Report.
A draft of the BRSR for the financial year ended [Date], prepared in accordance with the prescribed SEBI BRSR format, was placed before the Board for review and approval.
After due consideration and discussion, the Board passed the following resolution:
“RESOLVED THAT pursuant to Regulation 34(2)(f) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year ended [Date], as placed before the Board, be and is hereby approved.
RESOLVED FURTHER THAT the BRSR be included as part of the Annual Report of the Company for the financial year [20XX–XX] and be submitted to the stock exchanges as required.
RESOLVED FURTHER THAT Mr./Ms. [Name], [Designation], and/or the Company Secretary be and is hereby authorized to sign the said BRSR and take all necessary steps to file, disclose, circulate, and publish the report in accordance with applicable laws.”
4. Approval of Annual Secretarial Compliance Report
The Chairperson informed the Board that, in compliance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain an Annual Secretarial Compliance Report from a Practicing Company Secretary (PCS).
The Secretarial Compliance Report for the financial year ended [Date], issued by M/s [PCS Firm Name], Practicing Company Secretaries, was placed before the Board for its review and approval. The report confirms compliance with all applicable SEBI Regulations, circulars and guidelines.
After due discussion, the Board passed the following resolution:
“RESOLVED THAT pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable SEBI circulars, the Secretarial Compliance Report for the financial year ended [Date], as issued by M/s [PCS Firm Name], Practicing Company Secretaries (FCS No. ___ / CP No. ___), and placed before the Board, be and is hereby reviewed and approved.”
5. Approval of Cost Audit Report for the Financial Year Ended [Date]
The Chairperson informed the Board that, in compliance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company had appointed M/s [Cost Auditor Name], Cost Accountants (Firm Registration No. ________), as the Cost Auditor of the Company for the financial year ended [Date].
The Cost Audit Report, prepared in Form CRA-3 and duly certified by the Cost Auditor, was placed before the Board for its review and approval. The Board was also informed that, upon approval, the report must be filed in Form CRA-4 with the Central Government within 30 days from the date of receipt of the report.
After due consideration and discussion, the following resolution was passed:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 (including any amendments or re-enactments thereof), the Cost Audit Report for the financial year ended [Date], as submitted by M/s [Cost Auditor Name], Cost Accountants (Firm Registration No. ________), in Form CRA-3, be and is hereby approved by the Board.”
6. Approval of Directors Report, Management Discussion & Analysis Report and Corporate Governance Report
The Chairperson informed the Board that the draft of the Directors’ Report, along with the Management Discussion & Analysis (MD&A) Report and the Corporate Governance Report, for the financial year ended [Date] had been circulated to all Directors in advance for their review.
The Board reviewed and discussed the draft reports and, upon consideration, passed the following resolution:
“RESOLVED THAT pursuant to the provisions of Section 134 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable rules made thereunder and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the draft Directors’ Report, along with the Management Discussion & Analysis Report and the Corporate Governance Report for the financial year ended [Date], as placed before the Board, be and are hereby approved for inclusion in the Annual Report of the Company for the financial year [20XX–XX].
RESOLVED FURTHER THAT Mr./Ms. [Name], [Designation], and/or the Company Secretary be and is hereby authorized to make necessary changes or modifications as may be required, finalize and sign the said reports on behalf of the Board, and file, circulate, and publish the same along with the Annual Report to the stock exchange(s) and members of the Company, as required under applicable laws.”
7. Approval of Notice of Annual General Meeting
The Chairperson informed the Board that the draft Notice convening the [__th] Annual General Meeting (AGM) of the Company, to be held on [Date], at [Time], at [Venue/through Video Conference or Other Audio Visual Means], was circulated to all Directors for their consideration.
After due discussion and review, the Board passed the following resolution:
“RESOLVED THAT the draft Notice of the [__th] Annual General Meeting of the Company, to be held on [Date] at [Time], at [Venue] / through Video Conferencing (VC) or Other Audio Visual Means (OAVM), as placed before the Board, be and is hereby approved.”
8. Fixing of cut off date for determining shareholders eligible to vote
The Chairperson informed the Board that, in compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to fix a cut-off date to determine the eligibility of shareholders to vote by remote e-voting or at the Annual General Meeting.
After discussion, the following resolution was passed:
“RESOLVED THAT pursuant to the provisions of Section 108 and other applicable provisions of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the cut-off date for determining the eligibility of shareholders to vote through remote e-voting or voting at the [__th] Annual General Meeting of the Company, scheduled to be held on [Date], be fixed as [Insert Cut-off Date].
RESOLVED FURTHER THAT shareholders whose names appear in the Register of Members / list of Beneficial Owners as on the cut-off date shall be entitled to vote on the resolutions set forth in the notice of AGM either through remote e-voting or voting at the AGM.
RESOLVED FURTHER THAT Mr./Ms. [Name], [Designation], and/or the Company Secretary be and is hereby authorized to take all necessary steps for giving effect to this resolution, including coordination with the e-voting agency, RTA, and filing necessary intimations with Stock Exchanges and other authorities.”
9. Appointment of Scrutiniser for [__th] Annual General Meeting
The Chairperson informed the Board that pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is required to appoint a Scrutinizer, who shall be a Practicing Company Secretary, Chartered Accountant, Cost Accountant or Advocate, for scrutinizing the voting process (both remote e-voting and voting at the AGM) in a fair and transparent manner.
It was proposed to appoint Mr./Ms. [Name], Practicing Company Secretary (Membership No. ___ / CP No. ___), as the Scrutinizer for the [__th] AGM.
The Board discussed the matter and passed the following Resolution:
“RESOLVED THAT pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr./Ms. [Name], Practicing Company Secretary (FCS No. ___ / CP No. ___), be and is hereby appointed as the Scrutinizer to scrutinize the remote e-voting process as well as voting at the [__th] Annual General Meeting in a fair and transparent manner.
RESOLVED FURTHER THAT the Scrutinizer shall submit a consolidated report of the total votes cast (remote e-voting and physical/insta-voting at the AGM) to the Chairperson or any person authorized by the Board, within the prescribed time limits, and the results shall be declared in accordance with the applicable provisions of law.
RESOLVED FURTHER THAT Mr./Ms. [Name], [Designation], and/or the Company Secretary be and is hereby authorized to issue formal appointment letter to the Scrutinizer, file necessary intimations with the Stock Exchanges, and take such other actions as may be necessary to give effect to this resolution.”
Final Thoughts
These resolutions are critical in ensuring that the company meets its statutory obligations and demonstrates strong corporate governance ahead of its AGM. As a best practice, these items should be well-prepared and reviewed by legal and secretarial teams in advance of the board meeting to avoid last-minute compliance issues.
Pro Tip for Compliance Teams:
Save this blog as a checklist and keep resolution templates handy for future board cycles. It’ll make your AGM prep a breeze.
For more templates, checklists, and compliance insights — bookmark Stox N Tax.
Stay compliant. Stay confident.
Stox N Tax 
Leave a comment