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Final Dividend

CS Pooja (Company Secretary) (305 Points)

24 May 2011

Board of Directors of Unlisted Pub Co have recommended final dividend for the financial year ended on 31st March 2011.

All the shareholders of the company are promotors and their relatives.

What is the procedure of Book Closure and Record date?

Please provide me resolution for opening dividend account in Bank.

What is the proforma of Dividend Warrants.

Urgent.

Regards,

Pooja

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2 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 24 May 2011

What is the procedure of Book Closure and Record date?

In case of closely held public companies it is expedient to go for Record Date. For record date just pass the Board Resolution and decide the date. 3

However, if you go for Book Closure you have to comply sectino 154 which will have cost implications as a public notice is required to be published in newspaper.

Draft Board Resolution for Record Date:-

RESOLVED THAT 24th May, 2011 be and is hereby fixed as the Record Date in view of ensuing Annual General Meeting and deciding the entitlement of Dividend, if any.”

Draft Resolution for Book Closure:-

"RESOLVED THAT the Register of Members and Share Transfer Books be closed from 01/09/2011 to 07/09/2011 (both days inclusive)."

"RESOLVED FURTHER THAT Shri ........................., Company Secretary be and is hereby authorised to to send the notices of such Book Closure to NSDL, CDSL & to the Stock Exchange where the securities of the Company are listed and to arrange the publication of the notice thereof in the newspapers."

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 24 May 2011

Draft Resolution for opening Dividend Account.

“RESOLVED THAT a Dividend Account be opened with .............................Bank at its ...................... branch in the name and style of “...............................Limited Dividend A/c 2010-11” and that the said Bank be and is hereby authorised to honour dividend warrants, Cheques, bills of exchange, and promissory notes drawn, accepted or made by Shri ........................ and / or Shri ...................................., Directors of the company acting jointly or severally on behalf of the Company.”

“RESOLVED FURTHER THAT on ........ , 2011 the Bank be instructed to change the nomenclature of this account to “Unpaid Dividend A/c 2010-11 of ................................. Limited.”

“RESOLVED FURTHER THAT Shri ............................., Director and Shri.......................... , Company Secretary be and are hereby jointly and / or severally authorised to execute, sign, seal and deliver necessary papers, forms and documents and to do all such acts, deeds and things as may be necessary, desirable and expedient to give effect to the above resolution.”

“RESOLVED FURTHER THAT a certified copy of the above resolution be forwarded to ........... Bank”