Draft Minutes of 1st Board Meeting after incorporation

MINUTES OF THE PROCEEDINGS OF THE 1^st MEETING OF THE BOARD OF DIRECTORS OF ____________________ Limited HELD ON ______DAY, 1^st ___________, 2016 AT 2.00 P.M. (CONCLUDED AT 3.15 P.M.)  AT THE REGISTERED OFFICE OF THE COMPANY AT ____________________________________.

PRESENT:

  

Mr. ______________              

Mr. ________________           

1.      APPOINTMENT CHAIRMAN OF THE MEETING:

It was proposed to appoint Mr. ______________ as the Chairman of the Company who would preside over all Meetings of Board of Directors.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT Mr. _____________, Director be and is hereby appointed as the Chairman of the Company who would preside over the all Meetings of the Board of Directors until otherwise decided by the Board in this regard.”

Mr. ___________________ conducted the proceedings of the meeting.

2.      QUORUM:

Chairman noted that the requisite quorum was present at the meeting and conducted the proceedings of the meeting as per the Agenda and Notes to Agenda circulated.

3.      LEAVE OF ABSENCE:

The Board noted the presence of all directors at the meeting.

4.      INCORPORATION OF THE COMPANY:

The Chairman placed before the Board the copy of Certificate of Incorporation bearing No. ___________________ dated __________________, 2016, issued by the Registrar of Companies, ___________________as also copies of the Memorandum and Articles of Association of the Company.

The Board perused and noted the same.

5.      CONSTITUTION OF THE BOARD - FIRST DIRECTORS:

The Chairman informed the Board that pursuant to Section 152 of the Companies Act, 2013 and Article ___ of the Articles of Association of the Company, the First Directors of the Company are Mr. ___________________ and Mr. ___________________. The Board noted the same.

6.      SITUATION OF REGISTERED OFFICE:

The Chairman informed the Board that the Registered Office of the Company is situated at ______________________________________ as per E-Form – 29 (Integrated Incorporation Form) filed with the Registrar of Companies, ___________________ at the time of incorporation of the Company.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT address of Registered Office of the Company being situated at “_________________________________________________________” is taken on record;   

RESOLVED FURTHER THAT a nameplate bearing Registered Office address of the Company be affixed at the Registered Office and every other office(s) of the Company pursuant to and in the manner set out under Section 12 of the Companies Act, 2013;

RESOLVED FURTHER THAT the name, address of the Registered Office of the Company, Corporate Identification Number along with telephone number, fax number, if any, email and website address, if any, be mentioned inter alia in all business letters, billheads, letter papers and other official publications pursuant to and in the manner set out under Section 12 of the Companies Act, 2013.” 

7.      FINANCIAL YEAR:

The Chairman proposed that the first financial year of the Company be the period beginning with the date of incorporation _________________, 2016 to 31st March 2017 and that the subsequent financial years to be 1st April to 31st March every year. 

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT the first financial year of the Company be the period from _________________, the date of incorporation of the Company to 31st March 2016 and that the subsequent financial years to be 1st April to 31st March every year.”

8.      ADOPTION OF COMMON SEAL:

The Chairman placed before the Board a seal to be adopted as the Common Seal of the Company.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT the seal of which an impression is affixed on the margin of these minutes be and is hereby adopted as the Common Seal of the Company and that the same be kept in safe custody of Board of Directors of the Company or any other person authorised by the Board in this regard.”

9.      SHARE CERTIFICATE:

The Chairman placed before the Board a draft specimen Share Certificate of the Company.

The Board, after discussion, passed the following resolution unanimously, as per the draft placed before the meeting:

“RESOLVED THAT the draft specimen Share Certificate initialed by the Chairman for the purpose of identification and placed before the Board be and is hereby approved as the Share Certificate of the Company;

RESOLVED FURTHER THAT pursuant to Section 46 of the Companies Act, 2013 read with Rule 7 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Mr. ___________________, Director of the Company be and are hereby severally authorised to take necessary steps for printing of the Share Certificates

RESOLVED FURTHER THAT pursuant to Rule 7(1) of the Companies (Share Capital and Debenture) Rules, 2014, Mr. ___________________, Director of the Company be and is hereby authorised for maintenance, preservation, and safe custody of blank Share Certificates.”

  

10.    PRELIMINARY EXPENSES:

The Chairman placed before the Board a statement of preliminary expenses incurred by the promoters in respect of incorporation of the Company and related matters.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT the preliminary expenses amounting to Rs. ________/- (_________________) incurred by the promoters in connection with the incorporation of the Company, as per the statement initialed by the Chairman for the purpose of identification and placed before the Board be and are hereby approved.”

11.    DISCLOSURE OF INTEREST RECEIVED FROM THE DIRECTORS OF THE COMPANY UNDER COMPANIES ACT, 2013:

Chairman placed before the meeting Disclosure of Interest in Form MBP-1 received from the Directors of the Company under the Companies Act, 2013. The disclosures were read out at the meeting. The Board noted the same and passed the following resolution, as per the draft placed before the meeting:

"RESOLVED THAT pursuant to the provisions of Section 184 (1) of the Companies Act 2013, read with Rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure of interest in Form MBP-1 received from the Directors of the Company as placed before the Board, be and is hereby noted and taken on record."

12.    APPOINTMENT OF FIRST AUDITORS:

The Chairman informed the Board that M/s. _______________ & Co., Chartered Accountants, Mumbai have consented to act as Statutory Auditors of the Company. Chairman proposed to appoint M/s _______________ & Co, Chartered Accountants as the First Auditors of the Company to hold office until the conclusion of the first Annual General Meeting of the company. The Board considered the qualifications and experience of the firm and unanimously agreed that the same was commensurate with the size and requirements of the Company for Statutory Auditor.

Chairman further informed the Board pursuant to Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, that Messrs _______________ & Co. has furnished a certificate of their eligibility along with consent for proposed appointment. Chairman placed before the Board Consent Letter and Certificate received from Messrs D. M. Sathe & Co. The Board noted that there were no proceedings pending against the said firm or Proprietor with respect to professional conduct either before ICAI or any authority or court.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT pursuant to Section 139(6) and other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder, M/s. _______________ & Co., Chartered Accountants, Mumbai, be and are hereby appointed as the First Auditors of the Company to hold office until the conclusion of the First Annual General Meeting at such remuneration as may be mutually agreed upon between Auditors and the Board of Directors.”

13.    BUSINESS PLAN AND STRATEGY:

The Chairman briefed the Board regarding the plans and strategies of the business and operations of the Company.

14.    RISK MANAGEMENT POLICY:

The Chairman placed before the Board a copy of the Risk Management Policy. The Board perused and approved the same. The Board further noted on actions for compliance of all applicable laws and further steps, if any required.

15.    AUTHORITY UNDER COMPANIES ACT, 2013:

The Chairman stated that it was proposed to authorize a person / Director for maintenance, preservation and safe custody of Minutes Book, Returns, Registers etc. required under the Companies Act, 2013. The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 read with Rules framed thereunder (including any statutory modification thereof for the time being in force and as may be enacted from time to time), hereinafter referred to as “the Act”, Mr. _________________ and Mr. _________________, Directors of the Company be and are hereby individually and collectively authorized:

a)   to authenticate entries made in the Statutory Register/s maintained under the Act; and

b)   for the maintenance, preservation and safe custody of Minutes Book, returns, registers, documents, records, disclosures required to be maintained under the Act.”

16.    AUTHORITY UNDER SECTION 21 OF COMPANIES ACT 2013:

The Chairman informed the Board that pursuant to the provision of Section 21 of the Companies Act, 2013, it was proposed to authorise Mr. _________________, Director of the Company to sign contracts made by or on behalf of the Company or any other document or proceeding requiring authentication by the Company. The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act, 2013 Mr. _________________, Director of the company be and are hereby authorized to sign:

     (a)  documents or proceeding requiring authentication by a Company; and

     (b)  contracts made by or on behalf of a Company.”

17.    AUTHORITY UNDER SECTION 113 OF THE COMPANIES ACT,          2013:

        

The Chairman proposed to authorize Mr. _________________ and Mr. _________________, Directors as representatives of the Company under Section 113 of the Companies Act, 2013 to act as the Company’s Representative and to exercise all rights and powers at all the meetings of the Bodies Corporate of which the Company will become a Member/Creditor hereafter.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT pursuant to Section 113 and any other applicable provisions of the Companies Act 2013 and rules made thereunder (including any statutory modification thereof for the time being in force and as may be enacted from time to time), Mr. _________________ and Mr. _________________, Directors of the Company be and are hereby severally authorised to act as the Company's Representative and to exercise all rights and powers at all the meetings of the Bodies Corporate of which the Company will become a Member / Creditor hereafter, including the right to vote on resolutions by postal ballot, the right to attend and vote by appointing a proxy and by postal ballot on behalf of the Company as a Member or Creditor or holder of debentures and to sign Letter(s) of Consent and Letter(s) of request under Section 101 and Section 136 respectively of the Companies Act, 2013 or at any Annual General Meeting, Extraordinary General Meeting, other General Meeting of the Members / Creditors or at any Meeting of any class of members / creditors or any adjournments thereof;

RESOLVED FURTHER THAT such authority shall remain valid until otherwise resolved or revoked by the Board of Directors and intimation of such resolution is given to any body corporate of which the Company will become a Member / Creditor with a duly certified copy of the resolution of the Board of Directors of the Company;

RESOLVED FURTHER THAT a duly certified copy of this resolution be sent to any body corporate of which the Company will become a Member / Creditor."

18.    AUTHORITY UNDER SS1- SECRETARIAL STANDARDS ON MEETING OF THE BOARD OF DIRECTORS:

The Chairman stated that it was proposed to authorize a person / Director for the various purpose required under the SS1- Secretarial Standards on Meeting of the Board of Directors. The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT pursuant to SS1- Secretarial Standards on Meeting of the Board of Directors (including any modification thereof for the time being in force and as may be enacted from time to time), Mr. _________________, Director of the Company be and is hereby authorized:

(a)  to convene Board Meeting on the requisition of Director;

(b)  for safe custody of Board Meeting Attendance Register, Board Meeting Minutes Book;

(c)  to record the proceedings of the Board Meeting;

(d)  for the recording of the date of entry of the Minutes in the Minutes Book;

(e)  to certify sign Board Minutes for circulation to all Directors.”

19.    AUTHORISATION FOR ELECTRONIC SUBMISSION AND SIGNING OF RETURNS, FORMS, APPLICATIONS AND OTHER DOCUMENTS:

The Chairman informed the Board that it is necessary to grant authority for the purpose of electronic signing and submission of returns, forms, applications, documents etc. with the Registrar of Companies/ Ministry of Corporate Affairs.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT Mr. _________________ and Mr. _________________, Directors be and are hereby severally authorised to electronically sign and submit various returns, forms, applications and other documents required to be filed by the Company under the Companies Act, 2013 and the Rules made thereunder, with the Registrar of Companies or other authorities under the Ministry of Corporate Affairs and to do all necessary acts, matters, deeds and things as may be required to give effect to this resolution.”

20.    STATUTORY APPROVALS, REGISTRATIONS UNDER APPLICABLE LAWS:

The Chairman briefed the Board regarding the permissions, approvals and registrations/ licenses obtained by the Company under various applicable laws and requested the Board to grant necessary authority in this regard.

The Board, after discussion, passed the following resolution unanimously, as per the draft placed before the meeting

“RESOLVED THAT Mr. __________________ and Mr. __________________, Directors of the Company, be and are hereby severally authorised, to:

a.   deal with authorities in connection with Company’s all matters relating to Customs, Export, Import, Central Excise, Sales Tax Acts (Local and Central Sales Tax Acts), Sales Tax Incentives Schemes, Service Tax, Entry Tax Acts, Cess Tax Acts, Luxury Tax Acts, Lease Tax Acts, Works Contract Tax Acts, Stamp Duty Acts, Octroi Acts, Value Added Tax Acts, and all other allied Acts connected with the sale/transfer or entry of goods and Profession Tax Acts, including the rules, ordinances, notifications, circulars etc. issued or connected therewith applicable to all States and Union Territories of India and all other Acts and legislation framed from time to time;

b.   sign Bills of Exchange/ Hundies/ Promissory Notes relating to sales invoices raised by the Company on customers.

c.    do all such acts and things and deal with all such matters and approve, finalise, sign, and execute all applications/ forms/ deeds/ documents/ papers as may be required in connection with the above and that the Common Seal of the Company, if required, be affixed thereto in accordance with the provision of the Articles of Association of the Company.”

21.    OPENING OF BANK ACCOUNT:

The Chairman informed the Board that it is necessary to open a Bank account of the Company.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT a Banking Account of the Company to be opened with ___________________ Bank, ___________________ Branch, and the said Bank be and is hereby authorized to honour all cheques, Bills of Exchange, promissory notes and other orders accepted, endorsed, drawn or made on behalf of the Company as under:

         

Name of Signatory	Designation	Mode of operation	Limits
Mr. _______________	Director	Singly	upto Rs. __________/-
Mr. upto Rs. __________/-	Director	Singly	upto Rs. __________/-
Mr. _______________ Jointly with Mr. _______________	Director Director	Jointly	any limit.

to act on any instruction so given relating to the account, whether the account be in credit or overdrawn or not relating to the transactions of the Company;

VOTE OF THANKS

There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.  

Date of Entry in Minutes Book: _____________________

CHAIRMAN

Date:

Place:          

To pass following resolution after receipt of the Share Subscription money:

ISSUE OF SHARES TO THE SUBSCRIBERS:

The Chairman informed the Board that the Company has received the payment in full in respect of the Equity Shares subscribed by the subscribers to the Memorandum of Association.

The Board, after discussion, passed the following resolution, as per the draft placed before the meeting:

“RESOLVED THAT the names of the Signatories to the Memorandum of Association of the Company be placed on the Register of Members and they be issued Equity Shares which they have subscribed and in respect of which a sum of Rs 10/- per share has been received, as per the details given below:            

SI.	Name of the Subscriber	Number of shares	Distinctive Numbers (inclusive)		Share Certificate Number
			From	To
1	_______________ 001	5000	1	5000	1
2	_______________ 002	5000	5001	10000	2

 

RESOLVED FURTHER THAT the certificates in respect of the aforesaid shares be issued under the Common Seal of the Company and the same be signed by Mr. _______________ and Mr. _______________, Directors of the Company and countersigned manually by Mr. _______________, authorised signatory of the Compnay.”