MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF __________ (NAME OF THE COMPANY) HELD ON _______ (DAY), __________ (DATE/MONTH/YEAR) AT ___________ (TIME). AT ITS REGISTERED OFFICE AT _______________ (VENUE).
PRESENT:-
Mr___________: Director
Mr ___________: Director
Mr ___________: Director
CHAIRMAN:-
Mr ___________, Director of the Company was unanimously elected as Chairman of meeting and he accordingly occupied the chair.
QUORUM:- Being the necessary quorum present, the Chairman called the meeting to order.
CERTIFICATE OF INCOPORATION:-
The Chairman placed before the Meeting the Certificate of Incorporation of the Company dated _______bearing CIN No. _______issued by Registrar of Companies, __________. The Board perused the same and was entrusted with the safe custody of the Certificate of incorporation of the .Company.
MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY
The Chairman placed before the Board the copies of Memorandum and Articles of Association of the Company as was approved by the Registrar of Companies, _________. The Board read thoroughly the same and is entrusted with the safe custody of the same.
APPOINTMENT OF FIRST DIRECTORS:-
The Chairman informed the Board of Directors that the following Directors were named in the Articles of Association as the first Directors of the Company:
Mr________
Mr________
Mr________
A copy of E-Form 32 which has been filed with the Registrar of Companies at the time of Incorporation, was placed before the Board of Directors. The Board perused and took the same on record.
SITUATION OF REGISTERED OFFICE:-
The Chairman placed before the Board of Directors a copy of FORM 18 as was filed with the Registrar of Companies, ________ the Board discussed the same and passed the following resolution:
“RESOLVED THATthe Registered Office of the Company be situated at_______________”
"RESOLVED FURTHER THAT a name plate containing Company’s name i.e. ________ and address of the Registered Office i.e. _____________ be affixed at the Registered Office and that the Company’s name and address of the Registered Officebe mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956.”
ADOPTION OF COMMON SEAL:-
The Chairman placed before the Board the proposed Common Seal of the Company for perusal. The Board examined the Common Seal and after proper analysis passed the following resolution:
“RESOLVED THAT the Seal as impressed on the margin of the minutes of this meeting be and is hereby accepted and adopted as the Common Seal of the Company.”
“RESOLVED FURTHER THAT the Board is assigned with the safe custody of the Common Seal.”
APPOINTMENT OF AUDITORS:-
“RESOLVED THAT M/s ________, Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company in terms of Section 224 of the Companies Act, 1956 on such remuneration as may be mutually agreed upon.”
FINANCIAL YEAR OF THE COMPANY:-
The Chairman notified the Board of Directors that the first financial year of the Company be the period from the date of incorporation of the Company i.e. from ________ 20__ to 31st March, 20__and that the first financial statements shall relate to the same period, subsequently every financial year will be from 1st April to 31st March.
MINUTES BOOK:
The Chairman informed the Board that the Company has to keep the minutes of the proceedings of the Board and General meetings of the Company in compliance with the provisions of Companies Act, 1956. The Board discussed and decided to keep the minutes in the loose leaf form and bind it periodically as deemed fit and thus the following resolution was passed:
“RESOLVED THAT the minutes of the Board Meeting and General Meeting be kept in a loose leaf form and all its pages be consecutively numbered and initialled by the Chairman of the Meeting.”
SUBSCRIBERS TO THE MEMORANDUM OF ASSOCIATION:-
The Chairman informed the Board of Directors of the company that the following persons have agreed to be the subscribers of the Company. After due discussion the following resolution was passed:-
|
Sr. no |
Name of subscriber |
Number of shares |
|
1. |
|
|
|
|
Total |
|
“RESOLVED THAT pursuant to the provisions of Section 113 of the Companies Act, 1956 and all other applicable provisions, if any, of the said Act, share certificates be issued to the above subscribers under the Common Seal of the Company and that the same be signed by the two Directors of the Company and the authorized signatory.”
APPROVAL OF STATEMENT OF PRELIMINARY EXPENSES INCURRED:-
The Chairman placed the statement of Preliminary Expenses of the Company before the Board of Directors, reflecting the expenses of Rs. _______/- incurred in matter of incorporation of the Company. The Board discussed the affair and passed the following resolution:
“RESOLVED THAT preliminary expenses of Rs. _____ (Rupees ___ Only) Details of which are given below incurred by promoter directors of the Company be and are hereby approved.
Details of Preliminary Expenses: Amount Name approval Fees ----- Stamping at Treasury ------ Registration Fees ------ Printing of Memorandum & Articles of Association ------ Misc. Expenses ------ Professional Fees ------
Total --------
VOTE OF THANKS:-
There being no other business the meeting was ended with a vote of thanks to the chair.
Date:
Place:
CAclubindia
