Hi

 

BM can be held at any place including abroad.

Yes, Board meeting can be held anywhere in the World.

@ Suman & Ajay both,

Board meeting can be held anywhere in the World, There is no such Restriction in the law.

is there any diference if a company is a subsidiary company of limited company?

The members of the private company can appoint auditor in forthcoming AGM other than the auditor decided in Board meeting by Directors?

Then what is the procedure?

ankuar with your replies for above quires most of may queries are solved thanks for your detailed explanations.

 

Hello There,

 

Can some one reply me the draft notice for first board meeting

 

DRAFT Minutes

 

MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF ....................... HELD ON FRIDAY ON ................... AT THE REGISTERED OFFICE OF THE COMPANY AT ....................

 

PRESENT:

1. 

2. 

3

 

1. CHAIRPERSON

 

Mr. ...................was elected as Chairperson of the Meeting. He took the chair and welcomed the Directors to the First Meeting of the Board.

 

2. QUORUM

 

The Quorum being present, the Chairperson declared the meeting open.

 

3. LEAVE OF ABSENCE

As everyone was present so there was no leave of absence.

 

4. TO TAKE NOTE OF CERTIFICATE OF INCORPORATION OF THE COMPANY

 

The Chairman placed before the Board the original certificate of incorporation bearing Corporate Identity ...................... dated ................... issued by the Registrar of Companies, Bangalore and a copy of Memorandum & Article of Association of the Company was placed before the Board. The Board noted the same.

 

5.TO TAKE NOTE OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AS REGISTERED

 

The Chairman placed before the Board Memorandum of Association and Articles of Association as registered by the Registrar of Companies, Bangalore. The Board noted and the same was taken on record.

 

6. TO NOTE THE SITUATION OF THE REGISTERED OFFICE OF THE COMPANY

 

It was discussed that the Registered Office of the Company be situated at ................................ as per Form INC-22 submitted with Registrar of Companies, Bangalore.

 

7. TO CONFIRM/NOTE THE APPOINTMENT OF THE FIRST DIRECTORS OF THE COMPANY.

 

The Board was informed that in accordance with the provisions contained in Section 152 of the Companies Act, 2013, the subscribers to the Memorandum of Association shall be deemed to be the Directors of the Company.  This was noted by the Board.  In this connection the following resolution was passed:

 

“RESOLVED ......................,.................... who have subscribed their names to the Memorandum of Association of the company shall be deemed to be the Directors of the company.”

 

8. GENERAL DISCLOSURE OF INTEREST OF DIRECTORS UNDER SECTION 184

 

The Chairman informed that pursuant to provision 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 Chairman placed before the Board notices received from the directors of the Companies in form MBP-1 disclosing their interest in other companies. The Board took the note of the same and passed the following resolutions:-

 

 “RESOLVED THAT the general notices of interest pursuant to Section 184(1) of the Companies Act, 2013 received from all the Directors disclosing concern or interest be and are hereby received, placed and noted.

 

FURTHER RESOLVED THAT ..................... and/or Mr. ................. (DIN .) Directors of the Company be and are/is hereby jointly and/or severally authorized to do all such acts, deeds and things relating thereto including digitally sign and arrange to filling e-form with Registrar of Companies of Bangalore.

 

FURTHER RESOLVED THAT................. (DIN: .) and/or Mr............................ (DIN :...........) Directors of the Company be and are/is hereby jointly and/or severally authorized to keep in his custody all such notices on behalf of the company. “

 

9. APPOINTMENT OF FIRST AUDITORS OF THE COMPANY:

 

The Chairman informed that pursuant to provision of provision of section 139(6) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Company is required to have auditors .After discussions the following resolutions was passed in  this regard:-

 “RESOLVED THAT pursuant to the provision of section 139(6) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, ......................, from whom 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 a remuneration to be determined by the Board of directors of the company.

 

 

10. TO CONSIDER THE APPOINTMENT OF THE CHAIRMAN OF THE BOARD

 

It is decided to appoint ..................... Chairman of this meeting and every subsequent Board Meeting of the company until otherwise decided.  After discussion the following resolutions was passed unanimously:-

 

"RESOLVED THAT pursuant to article 67(1) of the Articles of Association of the company, .................... be and is hereby appointed to hold the office of the Chairman of this meeting and every subsequent Board Meeting of the company until otherwise decided."

 

 

11. TO FIX THE FINANCIAL YEAR OF THE COMPANY

 

The Chairman informed the Board 1st April of the previous year to 31st March of the current year shall be taken as the financial year of the Company. The Board agreed and in this regard the following resolution was passed:-

 

"RESOLVED THAT the first 'Financial Year' of the company be the period from the date of incorporation of the company, viz 26.11.2014 to 31 March 2016, both days inclusive, and that the second and the subsequent 'Financial Years' of the company be the period from 1st April to 31st March in each year."

 

12. TO ADOPT THE COMMON SEAL OF THE COMPANY

 

....................., Director of the Company placed before the meeting the exact copy of the common seal of the company. The same was examined and approved by the Board.  In this connection the following resolution was passed:

 

“RESOLVED THAT the Seal as produced at this meeting be and is hereby approved and adopted as the Common Seal of the Company and that an impression of same be affixed in the margin of the minutes of this meeting and initialed by the Chairman.”

 

13. ADOPTION OF NEW LETTER HEADS OF THE COMPANY

 

The Chairman informed the Board that pursuant to provision of Section 12(3) of Companies Act, 2013 and rules thereof, there was requirement to print new stationery and print new name plate. After discussion the following resolution was passed unanimously:

 

 “RESOLVED THAT the printed new stationary and name plate made, as per requirement of Section 12(3) of Companies Act, 2013 and rules thereof be and is hereby noted.”

 

14. OPENING OF BANKING ACCOUNT AND PROCEDURE FOR ITS OPERATION

 

It was suggested that a current banking account be opened in the name of .................... with ...................... for the operations of the activities of the Company . In this connection the Board adopted the following resolution:

 

1. The Current Account be opened with YES bank limited, Kormangala at the respective Branches

 

2. That the following person be and is hereby singly authorized to open, operate, block and close the above current account

 

S.No.	Applicant Name	Designation
1
2
3

 

3. That the above mentioned applicant be and is hereby authorized on the behalf of the Company /trust/association/society, to sign, execute and deliver in the manner herein contained cheques or orders which may be drawn or bills accepted or notes made or receipts for monies owing by Bank  to the Company /trust/association/society duly signed on the behalf of the said company/trust/association/society in respect of the operations of account and for all the cheques and other orders which may be drawn or bills accepted or notes or negotiable instruments passed on the company/trust/association/society behalf of receipts for money owing by you to the company/trust/association/society and to debit such cheques , orders, bills , notes or negotiable instruments to the company/trust/association/society’s account with you  whether such accounts or accounts be for the time being in credit or overdrawn of such debit without prejudice to the Bank’s right to refuse to allow my overdraft or any increase in the overdraft and we shall be responsible for the repayment of any such overdraft and interest.

 

                  15. ADOPTION OF PRE-INCORPORATION AND PRE-OPERATIVE EXPENSES INCURRED BY THE PROMOTERS

The statement showing the pre-incorporation and pre-operative expenses placed before the Board was considered and the same was unanimously approved.  The following resolution was passed in this connection:

“RESOLVED THAT the pre-incorporation and post-incorporation expenses incurred by the promoters as placed before the meeting be and are hereby approved and accepted by the company”.

16. AUTHORIZATION TO KEEP IN CUSTODY THE STATUTORY REGISTERS

 

The Chairman informed the Board that pursuant to provision of Section 88 & 92 of Companies Act, 2013 read with rule 3 of  Companies (Management and Administration) Rules, 2014, there is need to authorize a person to keep in his/her safe custody the Statutory Registers.

 After Discussion the following resolution was passed unanimously

 

“RESOLVED THAT, pursuant to the provisions of section 88 & 92 of Companies Act, 2013 read with rule 3 of Companies (Management and Administration) Rules, 2014, , .................. (DIN: ..............), Director of Company be and is hereby authorized to keep in custody the statutory registers at the registered office of the company and to update, maintain and convert the existing statutory registers into new format as prescribed in the Companies Act, 2013.”

 

17. AUTHORIZATION TO FILE E-FORMS WITH MINISTRY OF CORPORATE AFFAIRS

 

The Chairman informed the Board that under the Companies Act, 2013, various forms, returns and documents are required to be filed with Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Central government and/ or any other prescribed authority. For the purpose it was proposed to authorize Directors of the Company to obtain the necessary digital signature and sign/ e-file all the necessary forms, returns and documents.

The Board discussed the matter and passed the following resolution unanimously in this regard:

 

“RESOLVED THAT the Board of Directors of the company do hereby authorize Ms. .................. (DIN: ............) and/or Mr........... (DIN :................) Directors of the Company be and are hereby authorized to sign, execute and arrange to e-file all necessary forms, returns and documents including agreements, receipt, undertakings, affidavits with the Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Central government and/ or any other prescribed authority, as may be required under various provisions of Companies Act, 2013 or any other enactment thereof for and on behalf of the Company, relating to all matters for the conduct of the Management and business of the Company.”

 

18. AUTHORISATION FOR APPOINTMENT OF STAFF AND SIGNING OF LEGAL AGREEMENTS

 

The Chairman informed the Board that the company is in need of manpower, so it required recruiting employees of necessary expertise, skills and knowledge.  Further in order to look after the day to day operations of the company, the company has to enter the lega; agreements with various parties. The Board discussed the matter and felt the need to authorize someone in this regard. After detailed deliberation, the following resolution was passed:-

 

“RESOLVED THAT Mr. Mohan Reddy be and is hereby authorized to recruit employees/ fix renumurations for employees / to sign the legal agreements with the builders, clients, vendors and to look after day to day operations of the company”.

 

 

VOTE OF THANKS

There being no other business to be transacted. The meeting ended with a vote of thanks to the Chair.

 

 

Dated:                                                                                                       NAME OF CHAIRMAN        

Place:                                                                                                                      (Chairman)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF ABANI PROPERTIES PRIVATE LIMITED HELD ON TUESAY ON 29.01.2015 AT THE REGISTERED OFFICE OF THE COMPANY AT 32/1/1, HSR LAYOUT, SECTOR-6, BANGALORE-560102

 

PRESENT:

1.  Shajidha Banu Mohamad

2.  Bhagavansetty Achannasetty Gowtham

3.  Arun Kumar Sreekakulamnarahariand

 

1. CHAIRPERSON

 

Mr. Shajidha Banu Mohamad was elected as Chairperson of the Meeting. He took the chair and welcomed the Directors to the First Meeting of the Board.

 

2. QUORUM

 

The Quorum being present, the Chairperson declared the meeting open.

 

3. LEAVE OF ABSENCE

As everyone was present so there was no leave of absence.

 

4.CONFIRMATION OF THE PREVIOUS MINUTES OF THE BOARD MEETING

 

The previous were confirmed and signed by the chairman

 

5.AGREEMENT TO SELL THE PROJECT “OBEL VILLAS”

 

It was decided by the Board to sell the project named “OBEL VILLAS” for that the company is required to enter into the agreement to sell. The draft agreement whereof was placed before the Board and signed by the chairman for the purpose of identification. The matter was discussed in details and thereafter the following resolution was passed:-

 

“RESOLVED THAT the Consent of the Board be and is hereby accorded to approve the execution and signing of the Sale agreement in relation to the sale of the project “OBEL VILLAS” entered into between the Company and the other party ". 

 

"RESOLVED FURTHER THAT the draft of the proposed  Agreement to be entered into between the Company as placed before the Board, be and are hereby approved". 

 

RESOLVED FURTHER THAT Ms. Shajidha Banu Mohamad (DIN: 06969438) and/or Mr. Bhagavansetty Achannasetty Gowtham (DIN :07003719) Directors be and are hereby severally/jointly authorized to negotiate, finalize and execute the above mentioned agreements and documents on behalf of the Company and do all such acts, matters, deeds and things and to take all steps and do all things and give such directions as may be required, necessary, expedient or desirable for giving effect to the said 

and Power of Attorney". 

 

 

 

“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated

 

“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”

 

 

VOTE OF THANKS

There being no other business to be transacted. The meeting ended with a vote of thanks to the Chair.

 

 

 

 

 

Dated:                                                                                                       NAME OF CHAIRMAN        

Place:                                                                                                                      (Chairman)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF ABANI PROPERTIES PRIVATE LIMITED HELD ON TUESAY ON 31.03.2015 AT THE REGISTERED OFFICE OF THE COMPANY AT 32/1/1, HSR LAYOUT, SECTOR-6, BANGALORE-560102

 

PRESENT:

1.  Shajidha Banu Mohamad

2.  Bhagavansetty Achannasetty Gowtham

3.  Arun Kumar Sreekakulamnarahariand

 

1. CHAIRPERSON

 

Mr. Shajidha Banu Mohamad was elected as Chairperson of the Meeting. He took the chair and welcomed the Directors to the First Meeting of the Board.

 

2. QUORUM

 

The Quorum being present, the Chairperson declared the meeting open.

 

3. LEAVE OF ABSENCE

As everyone was present so there was no leave of absence.

 

4.CONFIRMATION OF THE PREVIOUS MINUTES OF THE BOARD MEETING

 

The previous were confirmed and signed by the chairman

 

 

5. APPOINTMENT OF M C MOHAN REDDY AS AN ADDITIONAL DIRECTOR

 

In order to broad base the Board , the Chairman recommends the induction of Mr. M C Mohan Reddy and Mr. S A Vijetha as an Additional Directors of the Company. The board after discussion passed the following resolution:-

 

“RESOLVED THAT pursuant to the provision of Section 161 of Companies Act, 2013 and other applicable provisions, if any,Mr. M C Mohan Reddy (DIN NO. 06792593) and Mr. S A Vijetha (DIN NO. 05279405)   be and are hereby appointed as an Additional Director on the Board of Directors of the company w.e.f  31.04.2015, who shall hold the office upto the date of ensuing Annual General Meeting of the company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Director of the company be and hereby is authorized to sign and file all the necessary forms, returns and documents with Registrar of Companies as may be required and to take all such actions and do all such things from time to time in this regard.”

6. APPOINTMENT OF S A VIJETHA AS AN ADDITIONAL DIRECTOR

“RESOLVED THAT pursuant to the provision of Section 161 of Companies Act, 2013 and other applicable provisions, if any,Mr. S A Vijetha (DIN NO. 05279405) be and is hereby appointed as an Additional Director on the Board of Directors of the company w.e.f  31.04.2015, who shall hold the office upto the date of ensuing Annual General Meeting of the company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Director of the company be and hereby is authorized to sign and file all the necessary forms, returns and documents with Registrar of Companies as may be required and to take all such actions and do all such things from time to time in this regard.”

7. RESIGNATION OF ARUN KUMAR AS DIRECTOR

 

“RESOLVED THAT resignation of Mr. Arun Kumar  from the directorship of the company be and is herby accepted from immediate effect.

 

RESOLVED FURTHER THAT the board takes the opportunity to place on record its appreciation for guidance and services provided by them during his tenure as director and wishes that the Company will continue to be benefitted in future by their expert knowledge.

 

RESOLVED FURTHER THAT necessary intimation to the concerned authorities including the registrar of companies be submitted under the signature of any directors of the Company”

 

VOTE OF THANKS

There being no other business to be transacted. The meeting ended with a vote of thanks to the Chair.

 

 

Dated:                                                                                                       NAME OF CHAIRMAN        

Place:                                                                                                                      (Chairman)