FORMAT OF MINUTES OF FIRST BOARD MEETING AS PER COMPANIES ACT, 2013
CS DIVYANSHU SAHNI-UPDATE
FORMAT OF MINUTES OF FIRST BOARD MEETING AS PER COMPANIES ACT, 2013
[NAME
OF THE COMPANY]
MINUTES OF THE [SERIAL NUMBER] MEETING OF THE BOARD OF DIRECTORS
OF THE COMPANY HELD ON [DAY], [DATE] AT [START TIME]
AT [ADDRESS].
Time of commencement: [Start
Time]
Time of conclusion: [End
Time]
DIRECTORS PRESENT:
[Name of the Chairman] [Designation]
[Name of the Directors] [Designation]
[In alphabetical order]
[Name of the Directors] [Designation]
INVITEES
[Name of the invitees] [Designation] [If any]
1.1 CHAIRMAN
The Board considered the requirement to appoint
Chairman of the Board to conduct the proceeding of the Board Meetings of the
Company. [Name
of the Director] Director proposed name of [Name
of the Proposed Chairman] and [Name of the
Director], Director seconded the same and following resolution was
passed by the Board.
“RESOLVED
THAT pursuant to Article [Article Number] of Articles of Association of the
Company [Name
of Chairperson] be and hereby appointed as Chairman of the
Board of Directors with immediate effect.”
Thereafter [Name of the director appointed as
Chairman] took the
Chair and presided over the meeting. The Chairman commenced the meeting and extended welcome to all the Directors
and Special invitees present at the Meeting.
After ascertaining
that the physical quorum for the meeting was present, the agenda items were
taken up for consideration:
1.2 LEAVE OF ABSENSE
Leave of
absence was granted to [Name of the Director(s)]
who informed his /her/ their inability to attend the meeting due to
pre-occupation.
OR
All the
directors were present in the meeting.
1.3 CERTIFICATE OF INCORPORATION
The Certificate of Incorporation No. [CIN Number] dated [Date of
Incorporation] and a copy of Memorandum and Articles of Association
registered with the Registrar of Companies [Jurisdiction]
were placed before the Board. The Board noted the same.
1.4 MEMORANDUM AND ARTICLE OF ASSOCIATION
A copy of the approved Memorandum
and Article of Association of the Company as registered with Registrar of
Companies, [Jurisdiction], was placed
before the Board.
The Board took note of the same.
1.5 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, [Jurisdiction], was placed before the Board. The
Board noted that the registered office of the Company is situated at [Address of Registered office].
The Chairman apprised that as per Section 12 of the
Companies Act, 2013, a name plate containing Company’s name and address of the
Registered Office be affixed at the registered office and outside of every office or place in which its business is
carried on, and that the Company’s name and address of the Registered
Office be mentioned in legible characters in all business letters, bill heads
and letter papers and in all its notice and other official publications, etc.
The Board took note of the same.
1.6 APPOINTMENT OF
FIRST DIRECTORS
The Board was informed that the persons named in
Article [Article Number] of the Articles of
Association of the Company, as Directors, were appointed as the First Directors
of the Company.
The Board discussed the matter and passed the
following resolution unanimously:
“RESOLVED THAT pursuant to Article [Article
Number] of the Articles of Association of the Company and Form DIR-12
filed with the Registrar of Companies, [Name of
First Directors] 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.”
1.7 AUTHORIZATION FOR FILING OF E-FORMS WITH MCA
The Board considered the need to authorize the Directors/officers of the
Company for various filings under the Companies Act and passed the following
resolution unanimously.
“RESOLVED THAT [Name of the person(s)
authorized] of the Company be and is hereby authorized to sign and
submit various forms, returns, documents, papers, letters, undertakings,
clarifications etc. as may be required to be submitted in connection with the
Company under the provisions of the Companies Act 1956/2013 as applicable or
other enactments and Rules made thereunder as amended from time to time, with
the Registrar of Companies, Ministry of Corporate Affairs and other Government
Authorities and to do all such acts, deeds, matters and things as may be
required in this regard in the manner as thought fit and in the best interest
of the Company.
RESOLVED FURTHER THAT [Name of the person(s) authorized] of the Company, be and is hereby authorized to
appear before ROC, MCA or any other government authority, statutory body,
establishment etc. in connection with the aforesaid matters.
RESOLVED FURTHER THAT a certified copy of this resolution may be furnished to the concerned
Authority, for giving effect to this resolution, under the hands of any
Director of the Company.”
1.8 TO TAKE NOTE OF
GENERAL NOTICES OF DISCLOSURES AS RECEIVED FROM DIRECTORS UNDER SECTION 184 OF
THE COMPANIES ACT, 2013
The Chairman informed the board that the Company
has received general notice of disclosure of interest in Form MBP-1 from [Name of First Directors], First Directors of the
Company, under Section 184 of the Companies Act, 2013.
The Board considered the same and passed the
following resolution unanimously:
“RESOLVED THAT pursuant to the
provisions of Section 184 of the Companies Act 2013 (as amended or re-enacted
from time to time) read with rule 9 of the Companies (Meeting of Board and its
Powers) Rules, 2014, the disclosure of interest in Form MBP-1 as submitted by [Name of First Directors], Directors of the Company and read out at this meeting be and are hereby taken on
record.
RESOLVED FURTHER
THAT same be recorded in the Statutory Registers of the Company”
1.9 TO TAKE NOTE ON THE CONFIRMATIONS RECEIVED FROM
DIRECTORS
The Chairman informed the board that the Company
has received confirmations in Form DIR-8 from [Name
of First Directors], First Directors of the Company. The Board noted
that none of the Directors were disqualified as per the provisions of Companies
Act, 2013.
The Board considered the same and passed the
following resolution unanimously:
"RESOLVED THAT confirmations in
Form DIR-8 under section 164(2) of the Company Act 2013 as submitted by [Name of First Directors], Directors of the Company, be and are hereby
taken on record”.
1.10 ADOPTION OF COMMON SEAL [OPTIONAL]
The Chairman placed before the Board the facsimile
of Common Seal of the Company for its approval.
The Board discussed the matter and passed the
following resolution unanimously.
“RESOLVED THAT pursuant to the provisions of Section 9 and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and
subject to Articles of Association, the Common Seal as per impression affixed in the margin of the Minutes
Book of the Company and duly initialled by the Chairman be and is hereby
approved and adopted as the Common Seal of the Company and the same be kept in
the safe custody of [Name of the Director],
Director of the Company.”
1.11 APPOINTMENT OF FIRST AUDITOR OF
THE COMPANY
The Chairman apprised the Board that pursuant to
the provisions of Section 139(6) and other applicable provisions, if any, of
the Companies Act, 2013, (including any statutory
modification(s) or re-enactment thereof for the time being in force), a
Company is required to appoint the First Auditors within one month of the date
of registration of the Company.
He further informed that the Company approached [Name of Statutory Auditors] to act as First
Auditors of the Company, therefore, he placed before the Board the consent
letter dated [Date], received from [Name of Statutory Auditors], Chartered
Accountants, having FRN No. [Firm Registration No] based
at [Address of Statutory Auditors]
intimating that their appointment, if made, would be within the limit specified
in Section 139 of the Companies Act, 2013
The Board discussed the matter and passed the
following resolution unanimously:
“RESOLVED
THAT pursuant to the
provisions of the Section 139 and other provisions applicable, if any, of the
Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, [Name of Statutory Auditors], Chartered Accountants, having FRN No. [Firm Registration No] based at [Address of Statutory Auditors] from whom a written consent to act as first Auditor along
with certificate pursuant to section 139(1) of the Companies Act, 2013, has
been received, be and are hereby appointed as the first auditors of the Company
to hold office until the conclusion of the first Annual General Meeting of the
Company at such
remuneration as may be agreed between the Board and the said Auditors.
RESOLVED FURTHER THAT [Name of the
Directors], Directors of the Company be and is hereby severally
authorized file the necessary form with Registrar of Companies and to intimate
the Auditors of their Appointment and to do all other acts, deeds, things which
are necessary to give effect to the same.”
1.12 SUBSCRIBERS TO THE MEMORANDUM
The Chairman informed that following subscribers
have agreed to subscribe to the equity shares of the company as per following
details:
Sr. No.
|
Name of Subscribers
|
No. of equity share subscribed
|
|
|
|
|
|
|
It was informed that the company has received share
application money from the subscribers.
1.13 ALLOTMENT
OF EQUITY SHARES AND ISSUE OF SHARE CERTIFICATES
The Chairman informed that the
Company has received the subscription money from the subscribers of the
Memorandum of Association in respect of Equity Shares held by them. He further
informed that the Company has to make an allotment of shares to them and their
names are to be entered in the register of members as shareholders of the
company.
The Board considered the same and
passed the following resolution unanimously:
“RESOLVED THAT consequent upon the subscription money received by
the company, the consent of the Board be and is hereby accorded to
register/enter the name of the subscribers to the Memorandum of Association of
the Company as Shareholders in the register of members of the Company in
respect of Equity Share for which the subscribers have paid [Face Value] per share as Share Application Money
towards the shares, and be allotted shares as detailed below:
Name of Shareholders
|
No. of Equity Shares of Rs. ___ each.
|
Folio No.
|
Certificate No.
|
Distinctive No.
|
|
From
|
To
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
RESOLVED FURTHER THAT the
share Certificates be issued in the name of the aforesaid subscribers for
respective shares subscribed by them and that the same be signed by [Name of WTD/MD/Director], Whole Time Director /
Managing Director / Director and [Name of
Director], Director and countersigned by [Name
of Authorized Signatory] Authorised Signatory of the Company and that
the Common Seal of the Company be affixed on the Share Certificates in their
presence.”
1.14 OPENING OF CURENT BANK ACCOUNT OF THE COMPANY
The Chairman informed the Board that for the day to
day operations of the Company, it was proposed to open a new Bank account with [Name of the Bank], at [Branch
Address].
The Board considered the same and passed the following
resolution unanimously:
“RESOLVED THAT a Current Bank Account of the Company be opened
with [Name of the Bank] at [Branch Address] (“the said Bank”).
"RESOLVED FURTHER THAT the said Bank be and is hereby authorized to
honour all cheques, drafts, bills of exchange, promissory notes, acceptances,
negotiable instruments, deposits, receipts and orders accepted or made on
behalf of the Company by the following authorized signatories in the manner and
mode of operation specified herein below and to act upon any instructions so
given relating to the transactions of the Company:
Level
|
Authorized Signatories and Mode of Operation
|
Limit per transaction
|
|
|
|
RESOLVED FURTHER THAT the above mentioned signatories be and are hereby
authorized to sign and execute all such papers, documents, deeds,
agreements, undertakings, declarations,
acknowledgements, confirmation of all debts, securities etc. and to do all such
acts, deeds and things as may be deemed necessary and expedient in this regard.
RESOLVED FURTHER THAT if required, the Common Seal of the Company be
affixed as per the Articles of Association of the Company.
RESOLVED FURTHER THAT a certified copy of this resolution may be furnished to the concerned
person, for giving effect to this resolution, under the hands of any Director /
Company Secretary of the Company.”
1.15 FIXATION OF FINANCIAL YEAR OF THE COMPANY
The Chairman apprised the Board that the Company was
required to fix a financial year for preparation of Annual Financial Accounts
of the Company. The Board noted the requirement of section
2(41) of the Companies Act, 2013 in relation to fixation of
financial year and passed the following resolution unanimously:
“RESOLVED THAT the First Financial Year of the Company shall be
the period from the date of incorporation of the Company, viz. [Date of Incorporation] to [March 31__] both days inclusive and subsequently Financial
Year of the Company shall be a period of twelve months commencing on April 1
and ending on March 31 every year.”
1.16 APPROVAL
OF PRELIMINARY EXPENSES
The Chairman placed before the Board a Statement of
Preliminary Expenses incurred in the Incorporation of the Company and other
Legal Expenses. He further requested the members to approve the same and
authorize the reimbursement/payment thereof.
After due deliberations, the Board passed the following
resolution unanimously:
“RESOLVED that consent of the Board be and
is hereby accorded to approve the following Preliminary Expenses and other
Legal expenditures incurred by [Name of the
Subscriber(s)], subscriber (s) of the Memorandum of Association, in the
Incorporation of the Company:
S. No.
|
Particulars
|
Amount (Rs)
|
Already Incurred
|
||
1.
|
Name Availability Charges
|
|
2.
|
Stamp Papers
|
|
3.
|
Filing Fee paid to Registrar of Companies
including Stamping of Memorandum & Articles of Association
|
|
4.
|
Professional Charges
|
|
5
|
Other incidental expenses
|
|
|
SUB TOTAL
|
|
“RESOLVED FURTHER THAT [Name of the Directors], Directors
of the Company be and are hereby severally authorized to remit the aforesaid
preliminary expenditures incurred by [Name of the
subscriber(s)].”
1.17 DIRECTORS’ SITTING FEE
The Chairman placed before the Board the matter
regarding payment of sitting fee to Directors for attending the meeting of the
Board of Directors and its committees.
The Board expressed that Company was recently
incorporated and was yet to start its business. In view of same, it was
proposed 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 unanimously:
“RESOLVED THAT no fee, traveling 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.”
1.18 VOTE OF THANKS
There being no other business to be
transacted, the meeting concluded with a vote of thanks to the Chair
.
(Signature)
________________________
[Name
of Chairman]
(Chairman)
Date:
Place:
FORMAT OF MINUTES OF FIRST BOARD MEETING AS PER COMPANIES ACT, 2013
Reviewed by CS DIVYANSHU SAHNI
on
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