borad meeting first notice minutes draft
ATTENDENCE SHEET
MINUTES OF THE FIRST ("1ST") MEETING OF BOARD OF DIRECTOR OF ---------------------------PRIVATE LIMITED HELD ON WEDNESDAY, --------------------------, AT 10.00 AM AND CONCLUDED AT 11.50 AM AT THE REGISTERED OFFICE OF THE COMPANY AT --------------------
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NAME OF DIRECTOR |
SIGNATURE |
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Mr. Director
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|
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Ms. Director
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MINUTES OF THE FIRST ("1ST") MEETING OF BOARD OF DIRECTOR OF ----------------------- PRIVATE LIMITED HELD ON WEDNESDAY, ------------------------------, AT 10.00 AM AND CONCLUDED AT 11.50 AM AT THE REGISTERED OFFICE OF THE COMPANY AT -----------------
Present: Designations:
Chairman of the Meeting
Mr. ---------------------- was unanimously elected permanent chairperson of the Meeting and the Company till further if any change through board of Director. He welcomed the Board at the First Meeting of the Board of Directors.
Quorum
Thereafter He ascertained the quorum, and taken that the meeting was duly convened and properly constituted and agenda of the meeting was taken up as following Item No.'s.
Leave of absence
No any Leave of Absence granted.
Resolution Passed: Item No. 01 to 25
------------------- PRIVATE LIMITED is incorporated on this Fifteenth day of September Two thousand twenty under the Companies Act, 2013 (18 of 2013) and that the company is limited by shares. The Certificate of Incorporation [Pursuant to sub-section (2) of section 7 and sub-section (1) of section 8 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014] bearing:-
The Corporate Identity Number of the company is -----------------
Permanent Account Number (PAN) of the company is -----------
Tax Deduction and Collection Account Number (TAN) of the company is ----------------
Issued dated -----------------------------issued by the Income Tax Department and given under the Assistant Registrar of Companies, Central Registration Centre at Manesar on behalf of Jurisdictional Registrar of Companies, ---------------, was placed on the table and taken on record by the Board.
A printed copy of the Memorandum and Articles of Association of the Company, as registered with the Registrar of Companies, was placed before the meeting. The Board noted and taken on records the same. The following resolution was passed:
"RESOLVED THAT printed copy of the Original Memorandum and Articles of Association of the Company laid before the meeting, and perused be taken on record and Mr. ----------------- or/and Ms. ------------------- Directors of the Company be directed to keep the copies of the Certificate of Incorporation, MoA and AoA in safe custody."
The Chairman informed the board that as per the Articles of Association of the Company, the following persons are being named as first director of the Company, constitute the Board of Director:
The Copy of Form No e-Spice+ relating to the particulars of aforesaid directors as filed with the Registrar of Companies was also placed before the Board and the board thereafter passed the following resolution:
"RESOLVED THAT Mr. ------------------ and Ms. ------------------- who have subscribed their names to the Memorandum of Association of the company and named in Article of Association shall be deemed to be First Directors of the company."
The Board decided that the First Financial Year of the company will be from the date of incorporation i.e., -------------------- to 31st March 2021 both inclusive and subsequent financial years of the company will be for the period of twelve months commencing from 1st April and ending on 31st March of the succeeding year.
Thereafter, the following resolution was passed by the Board in this connection.
“RESOLVED THAT the First Financial year of the company be the period from the date of incorporation of the company i.e. ----------------------- to 31st March 2021 days inclusive and the subsequent financial year of the company be for the period of twelve months commencing from 1st April and ending on 31st March, until otherwise decided by the Board in this regard”.
The Board was informed that the Company was incorporated with an initial Authorized Equity Share Capital of 10,00,000 /- (Rupees Ten Lakh Only) divided into 1,00,000 (One Lakh) Equity Shares of ₹ 10/- (Rupees Ten Only) each.
The Board is also informed that subscribers to the Memorandum shall be able to contribute to share capital after bank account of the company is operational. Mr. ---------------subscribed to 9,000 Equity shares and Ms. -----------------------Subscribed to 1,000 Equity shares as subscribers to the Memorandum.
Pursuant to section 2(55) of the Companies Act, 2013, subscribers to the Memorandum of a Company shall be deemed to have agreed to become members of the company, therefore, it was—
"RESOLVED THAT the following name and other particulars of the subscribers to the Memorandum of Association be and is hereby entered into the Register of Members (MGT-1) as deemed allotted shares as on Incorporation.”
|
Share Holders Name |
No. of Shares |
Face value |
Folio No. |
Dist. No. |
Cert. No. |
Amt. (In Rs.) |
|
---------- |
9000 |
10 |
1 |
0001-9000 |
1 |
90000.00 |
|
----------- |
1000 |
10 |
2 |
9001-10000 |
2 |
10000.00 |
It was informed that the company is yet to receive First Subscription money from the 1st subscribers to MOA. The Board suggested that the subscribers may be approached for the subscription money and capital of the company be made fully paid up and issue the Share Certificate once receive the Subscription Money.
The Company should make ready its Common Seal if any, Letter Heads, Stamps, Name Board, Sign Board, etc.
The Name Board with the Name of the Company and its Registered Office address in letters easily legible should be affixed outside the place of business at a prominent position. It should have its name engraved in legible characters on its common seal.
Its entire business letters, bill heads, letter paper, notices and other official publications should have its name and registered office address. Also print few copies of Memorandum & Articles of Association if required.
THE COMPANIES (AMENDMENT) ACT, 2015 has omitted the words 'and a common seal' appearing under Section 9 of the Act which means it shall not be mandatory for a company to have a common seal and same our company got approval in AOA.
Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.
As per the Companies (Share Capital and Debentures) Rules, 2014, printing of Share Certificate is required to be authorised by a resolution of the Board. Following resolution was passed:
"RESOLVED THAT Directors be and is hereby authorised to get Share Certificates (SH-1) printed consecutively numbered 1 to 10 thereto for Equity Shares as per draft placed before the Board and initiated by the Directors for the purpose of identification.
RESOLVED FURTHER THAT the said Share Certificates shall be kept in the safe custody of the Chairman of the Company."
It was decided that the statutory registers and the Books of Accounts would be maintained in English language and in the electronic/physical forms and be kept at the registered office of the Company.
“RESOLVED THAT Minutes Book of the meetings of Directors, every committee of the Board and Shareholders of the Company be maintained in loose leaf form, each page duly signed and last page signed and dated by the Chairman of the Meeting."
The Chairman of the meeting placed a matter before the Board regarding Statutory Registers and it was discussed to buy and maintain all the Statutory Registers required under the Companies Act, 2013 and to make necessary entries therein. The following resolution was passed in this regard:
“RESOLVED THAT Board of Directors of the Company be and are hereby authorized to maintain all the Statutory Registers required under the Companies Act, 2013 and make necessary entries therein”.
Pursuant to provision of Section 21 read with rule 35 of Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) of the Companies Act, 2013, there is need to authorize a director to sign contracts made by or on behalf of the Company or any other document or proceeding requiring authentication by the Company. After Discussion the following resolution was passed unanimously:
“RESOLVED THAT pursuant to the provisions of section 21 and rules thereof (including any statutory modification(s) or re-enactment thereof for the time being in force) of the Companies Act, 2013 Mr. ------------- and/or Ms. ---------------,Directors of the company be and are hereby authorized to sign the contracts made by or on behalf of the Company or any other document or proceeding requiring authentication by the Company.”
Pursuant to provisions of section 184(1) of the Companies Act 2013, every Director is required to disclose his/her interest in other companies in specified form MBP-1. In this respect, The Board notices received from the directors of the Companies in form MBP-1 disclosing their interest in other companies. After Discussion the following resolution was passed unanimously:
“RESOLVED THAT the general notices of interest in the Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013 received from the Directors disclosing concern or interest be and are hereby received, placed and noted.”
Mr. ------------- and/or Ms. ---------------,authorised to sign the extracts of Minutes of BOD, any committee of the board, AGM and EGM for any purpose and submissions required for carrying the business.
The matter of Director’s fee for attending the meetings was discussed and it was:
"RESOLVED THAT the director do hereby waive the right to receive fees for attending Board Meeting of the company, until otherwise determined."
A status of the director, confirming in the Form DIR-8 that they are not disqualified for being appointed as a director of the Company pursuant to the provisions of section 164(2) of the Companies Act, 2013. The Board considered and taken on record.
The Board considered and passed the following resolution unanimously:
"RESOLVED:
(a) THAT a Current account in the name of the company be opened with the Bank of India at Patna BR, and Mr. ------------- and/or Ms. ---------------, Director of the company be and is hereby authorised to sign the forms and documents therefore.
(b) FURTHER THAT the Bank be instructed to honour all cheques, promissory notes, and other orders drawn by and all bills accepted on behalf of the company whether such account be in credit or overdrawn and to accept and credit to the account of the company all moneys deposited with or owing by the bank on any account or accounts at any time or times kept or to be kept in the name of the company and the amount of all cheques, notes, bills, other negotiable instruments, orders or receipt provided they are endorsed/signed by Mr. ------------- and/or Ms. ---------------, Directors of the Company and such signature shall be sufficient authority to bind the company in all transactions between the Bank and the company including those specifically referred to herein.
(c) FURTHER THAT the above said Director be authorised to withdraw and deal with any of the company's securities or properties or documents of title thereto which may be deposited with the bank from time to time whether by way of security or otherwise.
(d) FURTHER THAT the above said director be and is hereby authorised to acknowledge all types of debts on behalf of the company.
(e) FURTHER THAT the bank be furnished with a copy of its Memorandum and Articles of Association, name and specimen signature of the above said signatory to sign on behalf of the company and be informed from time to time by a notice in writing under the authority of the Board of any changes which may take place therein and be entitled to act upon such notice until the receipt of further notice under the authority of the Board.
(f) FURTHER THAT a copy of any resolution of the Board if purporting to be certified as a correct by Mr. ------------- and/or Ms. ---------------, directors of the meeting and by the Director shall as between the bank and the company, be conclusive evidence of the passing of the resolution so certified and this resolution be communicated to the Bank by Mr. ------------------ and/or Ms.----------------- Directors will remain in force until notice in writing of its withdrawal or cancellation is given to the bank by the Board of the company."
The Board unanimously passed the following resolution:
"RESOLVED THAT consent of the Board of Directors be and is hereby given forgetting GSTN from GST Authority and getting the company registration with any other authority including for Trademarks.
RESOLVED FURTHER THAT Mr. ------------- and/or Ms. ---------------,be and are hereby authorised to sign, execute and file all necessary applications, returns, forms, agreements, undertakings, receipts and all other documents relating to Income Tax, Banks and other statutory or other authority as may be required by the various laws for the time being in force in India.
RESOLVED FURTHER THAT Mr. ------------- and/or Ms. ---------------, Director of the Company be and are hereby authorised to appoint any person or attorney to appear before various authorities on behalf of the company and to do all acts, deeds, matters and things in connection with above mentioned matters as may be considered necessary on behalf of the Company.
RESOLVED FURTHER THAT a copy of the aforesaid resolution duly certified by the directors, be furnished as and when required."
The appointment of staff was necessary for the efficient working of the company. The following resolution was passed:
"RESOLVED THAT Mr. ------------- and/or Ms. ---------------, of the company, be and is/are hereby authorised to appoint, workers, employees, executives etc. for the smooth working of the company on such terms and conditions and remuneration as may be mutually decided with appointee."
The Board considered the requirement for borrowing for the short-term business requirement up to Rs. 50 Lakhs from the Directors and other companies as identified by directors. It was also discussed that Sec 180 of the Act is not applicable to the company. The Board considered and passed the following resolution unanimously.
“RESOLVED THAT the consent of the Board be and is hereby granted to borrow the amount being exempted deposits upto Rs. 50 Lakhs from time to time from the directors and other companies, banks, etc. which are exempted under the Companies (Deposit) Rules, 2014.
FURTHER RESOLVED THAT Mr. ------------- and/or Ms. ---------------, Director(s) of the Company be and is/are hereby authorized to determine the terms and conditions and interest on the unsecured loans and to enter into the agreement for the aforesaid borrowings for and on behalf of the Company.
RESOLVED FURTHER THAT a copy of the aforesaid resolution duly certified by the directors, be furnished as and when required."
It was noted that a sum of Rs. 20,000/- were incurred towards preliminary expenses, under the Preliminary and pre-incorporation expenses heads of the Accounts.
"RESOLVED THAT the entire amount of preliminary expenses shall be reimbursed to Mr. ---------------- and/or Ms. ----------------, Director and promoter of the company."
The proposed business operations of the company were discussed and it was
"RESOLVED THAT the Business operations shall be conducted under the supervision of --------------------and/or Ms. -------------------. He/She shall conduct the business within the purview of Memorandum of Association. She is tasked to follow all rules and regulations laid down by Central Government, Statement Governments and authority having jurisdiction to frame rules including the local authorities while conducting such business operations.
RESOLVED FURTHER THAT Mr. Nitish Kumar and/or Ms. Saroj Devi shall be responsible to execute all operations required for business operations”
It was decided to apply for the GST Number for conduct of business operations as and when required. Thereby Board had resolved the following:
“RESOLVED THAT, Pursuant to GST Act, 2017 Mr. --------------------- and/or Ms. -------------------- is here by authorized for and on behalf of the company to authenticate sign the documents pertaining to Goods and Service Tax and other relevant legal documents.
RESOLVED FURTHER THAT a copy of the aforesaid resolution duly certified by the directors, be furnished to the central tax authorities for their records.
The Chairman informed the Board that the first auditors of the Company had to be appointed and in this connection, he suggested the name of -------------------------------------(M.No- ----------------, FRN: --------------------), Chartered Accountants based at --------------------------------------. He explained that -------------------------- (FRN: ------------------------), Chartered Accountants, is a reputed firm of Chartered Accountants in Patna. It was further informed that they had given their consent and confirmed their eligibility for the proposed appointment. The Board discussed the matter and passed the following resolution unanimously:
“RESOLVED THAT Pursuant to the provisions of Section 139 & other applicable provisions, if any, of Companies Act, 2013 and the rules framed there under as amended from time to time M/s. ----------------------- Associates (M. No- -------------, FRN: -----------), Chartered Accountants be and is hereby appointed as the Statutory Auditors of the company to hold office w.e.f Incorporation i.e.15th Day of September, 2020 till the conclusion of 1st Annual General Meeting of the company and hereby appointed to audit the accounts for the 1st Financial Year starting from F.Y. ------------------------- to 31.03.2021 at such remuneration as may be mutually agreed between the Board of Directors and Auditors of the Company.
RESOLVED FURTHER Any Director (s) of the Company be and is/are hereby severally or jointly authorized to do all acts, deeds and things that may be necessary for the purpose of giving effect to the aforesaid Resolution and a copy of the above resolution and such other parties as may be required from time to time in connection with the above matter.”
The Chairman of the meeting informed the Board regarding maintenance of minute’s book and after discussion following resolution was passed:
“RESOLVED THAT Minutes Book of the meetings of Directors, every committee of the Board and Shareholders of the Company be maintained in loose leaf form, each page duly signed and last page signed and dated by the Chairman of the Meeting.
Next Board Meeting:
The next Board Meeting will be held on the date, time and place to be decided in consultation with the chairman and will be informed to the Board members in due course.
Vote of Thanks
There being no other business to be transacted, the meeting concluded with a vote of thanks to the Chair.
Place:
Date:
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form 
Agenda Items for first Board Meeting
The following items must be a part of the minutes of the first board meeting: