MINUTES OF THE MEETING OF THE BOARD
OF DIRECTORS OF _____________________________________________ PRIVATE LIMITED/
LIMITED HELD ON ___________DAY THE _____ DAY OF ___________(Month) _____(Year)
AT ____ AM/PM AT THE REGISTERED OFFICE SITUATED AT __________________________________________________________________________________________________________________________________________
Present
Mr./Ms. _____________ Director
Mr./Ms. _____________ Director
Mr./Ms. _____________ Director
1.
QUORUM
Quorum being present, the meeting was
called to order.
2.
CHAIRPERSON OF THE MEETING
Mr. ___________ was elected as the Chairman
of the meeting.
3.
CERTIFICATE OF INCORPORATION
The certificate of incorporation
bearing number _____________________________________
dated ________________ issued by the Registrar of Companies, __________________
along with the copies of Memorandum of Association & Articles of
Association were placed before the Board. The same was taken note of.
4.
CONFIRMATION OF THE APPOINTMENT OF THE DIRECTORS
The Board was informed that as per
provisions of Section 152 and Section 149 of the Companies Act, 2013, Mr. _____________
, Mr. _____________and Mr.____________
being named as first Directors in the Articles of Association and will
be the first Directors of the Company. In this connection Board passed the
following resolution:
“RESOLVED
THAT Mr. __________, Mr.
_____________ and Ms. ____________- shall be the First Directors of the
Company”
5.
APPOINTMENT OF FIRST AUDITORS
The Chairman placed before the Board
the letter received by the Company from M/s ___________________ & Company,
Chartered Accountants, intimating that in case of their appointment as auditors
of the Company for the year ending 31st March, 2015 is made, the same would be
in accordance with the provisions of the Companies Act, 2013. The Board took
note of the same and appointed him as the First Auditor of the Company till the
conclusion of the first Annual General Meeting of the Company. Following
resolution was passed in this regard:
“RESOLVED
THAT consent of Board of Directors
be and is hereby accorded to the appointment of M/s _____________ & Company,
Chartered Accountants as First Auditors of the Company to hold the office from
the date of incorporation of the Company till conclusion of the first Annual
General Meeting of the Company at remuneration as agreed upon.
RESOLVED FURTHER THAT Mr. ______________, Director of the Company, be and is hereby
directed to give intimation of the appointment to Auditor so appointed within a
period of seven days.”
6.
ADOPTION OF THE COMMON SEAL
The Chairman placed before the Board
the common seal of the Company, which was taken note of and at the same time
following resolution was passed:
“RESOLVED
THAT the Common Seal of the Company
which has been submitted to and approved by this meeting of the Board and an
impression of which has been affixed in the margin of these minutes be and is
hereby adopted as the Common Seal of the Company.
FURTHER RESOLVED THAT the Common
Seal of the Company shall be kept in safe custody of the Directors of the
Company who shall maintain a Seal register in which details of all documents
sealed would be entered”
7.
SITUATION OF REGISTERED OFFICE
The Chairman placed before the Board
the copy of the Form – INC 22 filed before the Registrar of Companies as the
notice of situation of the Registered Office of the Company and the following
resolution was passed:
“RESOLVED
THAT the Registered Office of the Company be situated at _______________________________________________________________________________________”
8.
FINANCIAL YEAR
The Chairman apprised the Board that
the first financial year of the Company will be a period shorter than the 12
Month period, however, the subsequent financial years will be of 12 Month
period commencing from 1st April and ending on 31st March
of the following year. The Board took note of the same and following resolution
was passed:
“RESOLVED
THAT the First Financial Year of the
Company will be commencing from _______________(date of incorporation) and
ending on 31st March 2015.
FURTHER RESOLVED THAT the subsequent financial years of the Company will be
commencing from the 1st April till 31st March of the
following year”
9.
SHARE CERTIFICATES
The Chairman placed before the Board,
the format of the Share Certificates proposed to be printed for the Company.
The same was taken note of and was duly approved and the following resolution
was passed:
“RESOLVED
THAT as per section 46 with rule 5
of The Companies (Share Capital & Debentures) Rules,2014 the draft of the Share
Certificate as has been produced before the Board, be and is hereby, approved
and the same be adopted as the Share Certificate of the Company.
RESOLVED FURTHER THAT Mr. ______________-,
Director, be and is hereby authorized to ensure the safe custody of the share
certificates.”
10.
BOOKS AND REGISTERS
The Chairman informed the Board that
the various books and registers are required to be maintained as the provisions
of the Companies Act, 2013 and other applicable statutes along with stationeries
are to be purchased for the Company’s business. It was:
“RESOLVED
THAT Mr. _______________, Director
be and is hereby authorized to make the purchases of the various books,
registers and stationary as are necessary for the business of the company
FURTHER RESOLVED THAT the same
will be in safe custody of ________________, Director and shall be maintained
as per the applicability of the statutory provisions and other applicable Laws”
11.
PAYMENT OF SITTING FEES
As per Section 197(5) with rule 4 of
the companies (Appointment & Remuneration of Managerial Personnel) it is proposed to disburse the sitting fees to
the directors for attending the meeting.
Therefore every director Mr. ______________,
Mr. ______________ and Ms. _______________________ unanimously waived off the
requirement of paying sitting fees.
12.
SHARES TO SUBSCRIBERS TO MEMORANDUM
The Chairman apprised the Board that
the Company has received subscription money from the subscribers in full
against the equity shares subscribed by them and the following resolution was passed:
“RESOLVED
THAT the particulars of the
signatories to the Memorandum of Association be placed on the appropriate
register as per the details envisaged below:
Name
|
No. of Shares
|
Folio No.
|
Serial No.
|
Value in Rupees
|
|
|
|
|
|
|
|
|
|
|
|
|
RESOLVED FURTHER THAT Mr. _______________
and Ms. _____________, Directors be and is hereby authorized to issue Share
Certificates to the Subscribers in accordance to the shares taken by them as
per the Companies (Share Capital and Debentures) Rules, 2014.
RESOLVED FURTHER the common seal of the company be affixed thereto and
accordingly be signed thereof by Mr. ______________ and Ms. _____________,
Directors and hereby further authorised Mr. _________ to sign as Authorised
Signatory on the Shares Certificates.”
13.
APPLYING FOR PAN
The Chairman informed the Board that
the Company needs to apply Permanent Account Number (PAN) and other tax
registrations for purpose of smooth business operation and various tax
compliances. The matter was discussed and the following resolution was passed:
RESOLVED THAT Mr.
______________, Director be and is hereby authorized to apply PAN before the
Income Tax Department in the name of the Company.”
14.
VOTE OF THANKS
There being no other business to be
transacted the meeting ended with a vote of thanks to the Chair.
Date: __________
Place: New Delhi
(CHAIRMAN)
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