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.
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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
|
|
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2.
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Stamp
Papers
|
|
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3.
|
Filing
Fee paid to Registrar of Companies including Stamping of Memorandum &
Articles of Association
|
|
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4.
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Professional
Charges
|
|
|
5
|
Other
incidental expenses
|
|
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SUB
TOTAL
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“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:
Cheers,
Praveen.
Hello sir ,please tell me about regularisation of additional director
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