MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF
DIRECTORS OF _______________ PRIVATE LIMITED HELD ON ________,
20__ AT _________ AM AT ____________________, THE _______ OFFICE
OF THE COMPANY
DIRECTORS PRESENT
1. Sh. ________
2. Sh. ________
CHAIRMAN OF THE
MEETING
Sh. __________ 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.
LEAVE OF ABSENCE
All the members were present;
hence no leave of absence was required.
1. CERTIFICATE OF
INCORPORATION
The Certificate of Incorporation having Registration No. _________________ dated ________ and a copy of Memorandum and Articles
of Association registered with the Registrar of Companies, ________ 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 __ of the
Articles of Association of the Company, Sh. Raj Kumar
Avasthi & Sh. Munish Avasthi are being named as first Directors of the
Company, constitute the Board of Directors in terms of the provisions of the
Companies Act, 2013. The copy of Form No. DIR-12 filed with the Registrar of
Companies, ________ was also placed
before the Board for perusal. The Board thereafter passed the following
resolution:
“RESOLVED THAT pursuant to the Clause ____ of the Articles of Association of the
Company and Form No. DIR-12 filed with the Registrar of Companies, _____ Sh. _______ & Sh. ______ 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
The Board may take note of the general notice of disclosure
received from all the Directors pursuant to Section 184 (1), 189 (2) of the
Companies Act, 2013 read with section 164(1) of the Companies Act, 2013
indicating their Directorship, Shareholding held in other companies as on _______
in Form MBP-1 along with general notice showing interest directly or through
relative in other companies/firms under section 184(2) of Companies Act, 2013.
The copies of these Notices would be tabled at the Meeting. The details of the
all the directors from which we have received the above disclosures are given
below:
|
Sr. No.
|
DIN
|
Name & Father
Name of the Director
|
Designation
|
Address
|
|
1
|
|
|
|
|
|
2
|
|
|
|
|
The board discussed the matter and passed the following
resolution:
"RESOLVED THAT pursuant to the provisions of
Section 184(1), 184(2), 189 (2) of the Companies Act 2013, read with rule 9,
rule 16 of the Companies (Meetings of Board and its Powers) Rules, 2014
the disclosure of interest received from all the Directors of the Company as
placed before the Board, be and is hereby taken on record.
FURTHER RESOLVED THAT any director of
the company be and is hereby authorized to file requisite e-forms with the
appropriate authority with in such time and period as may be prescribed".
4. REGISTERED OFFICE
OF THE COMPANY
A copy of form No. INC-22 relating to the Registered Office of the
Company filed with the Registrar of Companies, _______ 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 ___________________.
"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, letter heads and letter papers
and in all its notice and other official publications, etc., pursuant to provisions
of the Companies Act, 2013.”
5. FIRST AUDITORS OF
THE COMPANY
The Board discussed the appointment of its auditors of the company
and unanimously passed the following resolution.
“RESOLVED THAT M/s __________, Chartered Accountants, Ludhiana
be and are hereby appointed as First Auditors of the company for a remuneration
to be mutually settled between the Auditors and the Board of Directors and the
said Auditors shall hold this office till the conclusion of the Ist Annual
General Meeting of the Company”.
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 “Financial
Year” of the Company be the period starting from the date of incorporation of the Company viz [________ to 31.03.20___] both
days inclusive, and the first statement of accounts of the company shall relate
to the same period.
“RESOLVED THAT the second and
subsequent “Financial Year” 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
|
Sh. ________
|
_____
|
|
2
|
Sh. ________
|
_____
|
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. ISSUE OF SHARE CERTIFICATES TO
THE SUBSCRIBER OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
“RESOLVED THAT _____ shares of Rs. ___ each be issued to the following
persons, who have subscribed to the Memorandum of Association of the Company as
detailed below: -
1. Sh. _________
2. Sh. _________
“FURTHER RESOLVED THAT the share certificates to the above
named subscriber to the memorandum of association of the company be issued
under the common seal of the company and that Sh. _____ and Sh. _________,
Directors of the company be and are hereby authorized to sign the said share
certificates.”
10. PRELIMINARY
EXPENSES
Mr. ____________ placed before the Board a Statement showing the
preliminary expenses incurred towards the formation of the company for
approval.
“RESOLVED that the preliminary expenses amounting to Rs. ________/-
expended by the promoters of the company in connection with the incorporation
of the company as per the statement placed before the meeting be and are hereby
approved.”
Detail of Preliminary Expenses is:
|
S. No.
|
PARTICULARS
|
AMOUMT
|
|
1
|
NAME APPROVAL FEE
|
|
|
2
|
REGISTRATION FEES AND FILINGS FEES
|
|
|
3
|
PROFESSIONAL FEES
|
|
|
4
|
PRINTING OF MEMORANDUM AND ARTICLES OF ASSOCIATION
|
|
|
5
|
Miscellaneous Expenses (Stamp Duty)
|
|
|
6
|
Any Other
|
|
|
|
TOTAL
|
|
11. OBTAINING
OF COMMENCEMENT CERTIFICATE
It was unanimously:
“RESOLVED THAT necessary documents be
filled with the registrar of Companies (________) for obtaining certificate of
commencement of business”.
FURTHER RESOLVED THAT Mr. ________,
Director of the company be and is hereby authorized to sign necessary papers
and documents to be filled with the registrar of companies (________).”
12. TO OPENING OF
BANK ACCOUNT WITH STATE BANK OF PATIALA
RESOLVED THAT a bank account for the
Company be opened with the State Bank of Patiala, and that the said bank be and
is hereby authorised to honour cheques, bills of exchange and promissory notes
drawn, accepted or made on behalf of the company severally by Sh. ________
& Sh. __________, Directors of the company and to act on any instructions so
given related to the account, whether the same be overdrawn or not, or relating
to the transactions of the Company.”
13. TO
APPLY FOR COMPANY PAN CARD OF THE COMPANY
It was informed to the board the company
may apply for PAN Card with Income tax Department. The board discussed the
matter and passed the following resolution:
Resolved that Sh. ________, Director of
the company be and is hereby authorised to apply for the company PAN with
Income Tax Department and to sign the necessary documents, forms etc as
required for application of PAN.
14. AUTHORISATION OF FILLING OF VARIOUS E-FORMS UNDER
COMPANIES ACT, 2013
Proposal:
The Chairman informed the members of the Board that the various
provisions of the Companies Act, 2013 are already come into force and Ministry
of Company Affairs, Government of India has launched various new forms/e-forms
which are required to be filed under Companies Act, 2013 through portal of
Ministry i.e. www.mca.gov.in. To meet the various requirements of e-filing,
the board have to authorise the directors to fulfil the various requirements
under e-filing. Members of the Board
considered the matter and passed the following resolution:
Resolution
Passed:
“Resolved that any directors of the company be and is hereby severally
authorised to sign the necessary documents on behalf of the company for
electronic filing of documents under The Companies Act, 2013 and various rules
made thereunder.”
15. 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.”
16. ADMIN OFFICE OF THE COMPANY
It was informed to the board that directors of the company are
residing in the city of ________ and for the smooth running of business of the
company there must be one admin office of the company in __________ for
receiving of documents, letters from government authorities, banks, financial
institutions etc. The board discussed the matter and passed the following
resolution:
“RESOLVED THAT the Admin Office of the company be situated at __________________”.
17. VOTE OF
THANKS
There being no other business to transact, the meeting
concluded with a vote of thanks to the
chair.
Dated:________ CHAIRMAN
Thanks
CS Nikhil Kalra
csnikhilkalra@gmail.com
