Draft Board resolutions to be passed in first board meeting

Note: if you are required to file DPT4 , a resolution should be passed authorizing a director to file DPT4. Such approval can be in either First Board meeting or in subsequent board meeting. Similar requirement is for the granting or borrow of Loan or investment. 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ………………………… PRIVATE LIMITED HELD ON 30th July , 2014 at 10 A. M. at its Registered Office.

1. DRAFT ACCOUNTS

“RESOLVED THAT Draft Balance Sheet as at 31st March, 2014 and Draft Statement of Profit and Loss for the year ended on that date alongwith Notes as placed before the meeting be and is hereby approved.”

“RESOLVED FURTHER THAT Sri…………….. and Sri……………, Directors of the Company be and are hereby authorized to sign the same on behalf of the Board.”

“RESOLVED FURTHER THAT after signature by the Directors as above the said Accounts be sent to the Auditors in compliance of Section 134(1) of the Companies Act, 2013 for their Report thereon.”

2. POWER TO BORROW

“RESOLVED THAT pursuant to section 179 (3) (d) of the Companies Act, 2013 Sri ……………. Director of the Company be and is hereby authorised to borrow money from time to time, for the purpose of the business of the Company from any bank, financial institutions, Govt Agencies, Companies or from any other persons on such terms and conditions and interest as he may deem fit and proper provided however that total amount borrowed shall not exceed a sum of rupees………………. only outstanding at any point of time.” 

3. POWER TO INVEST FUNDS OF THE COMPANY 

“RESOLVED THAT pursuant to section 179 (3) (e) of the Companies Act, 2013, Sri …………….. Director of the Company be and is hereby authorised to invest the Funds of the Company in shares and securities of joint stock Companies, shares and securities of banks, financial institutions and public sector undertaking, units of mutual funds bonds including bonds issued by Government, RBI Bonds, deposits with Bank and Companies and such other investments subject to such terms and conditions and for such period with or without interest as he may deem fit and proper with a power to sell, very and dispose of such investments at his discretion, provided however that total amount of outstanding investments shall not exceed a sum of Rupees --------------- at any point of time.

4. POWER TO MAKE LOANS

“RESOLVED THAT pursuant to section 179(3)(f) of the Companies Act, 2013 Sri …………. Director of the Company be and is hereby authorised to make loans and or to give guarantees or provide securities in respect of any loan or otherwise subject to such terms and conditions and rate of interest and for such period to such companies, firms, individuals or other persons as he may deem fit and proper from time to time, provided however that total amount of outstanding loans, guarantees given and securities provided shall not exceed a sum of rupees ---------------- at any point of time. 

5) DISCLOSURE OF INTEREST UNDER SECTION 184

“RESOLVED THAT declaration under section 184 of the Companies Act, 2013 for disclosure of interest and shareholding in Form No MBP – 1 for the financial year 2014-2015 received from all the Directors of the Company namely Sri …….Sri ….. and Sri ….. and placed before the meeting be and is hereby noted and taken on record.”

6) ADJOURNMENT OF BOARD MEETING

“RESOLVED THAT the meeting of Board is adjourned to 5P.M. at the registered office today.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ADJOURNED MEETING OF THE BOARD OF DIRECTORS OF ………………………… PRIVATE LIMITED HELD ON 28th July , 2014 at 5 P.M. at its Registered Office.

1) TAKING RECORD OF AUDITED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2014

“RESOLVED THAT the Boards hereby adopts   statutory Auditors Report on the financial statement comprising Balance Sheet as at March 31, 2014, Statement of Profit and Loss for the year ended March 31, 2014, together with the Notes forming part thereof, tabled at the meeting & Board recorded that there is no adverse or qualificatory remarks from auditor..

2) APPROVAL OF DIRECTOR’S REPORT FOR THE YEAR ENDED MARCH 31, 2014 

“RESOLVED THAT the Report of the Board of the Directors of the Company for the financial year ended March 31, 2014, as per the draft placed before the meeting, be and is hereby approved together with the annexure thereto, if any and that, Mr................. Chairman of the Board of Directors, be and is hereby authorised to make all such changes as may be deemed necessary, finalise and sign the same for and on behalf of the Board.” 

3) HOLDING OF AGM

“RESOLVED THAT the Board decides the Date, time & place of AGM be hereby fixed on 30th September, 2014 on 11 A.M. at Its Registered office & all the directors are hereby authorised to issue notices for the same. .

4) “RESOLVED FURTHER THAT the Director’s Report, Audited financial statement comprising Balance Sheet as at March 31, 2014, Statement of Profit and Loss for the year ended March 31, 2014 together with the Notes forming part thereof, notice of AGM tabled at the meeting be and are hereby approved and the same be issued and circulated to the members and laid at the forthcoming Annual General Meeting for adoption by the members of the Company”

Note:

1) If you are required to file DPT4 , a resolution should be passed authorizing a director to file DPT4. Such approval can be in either First Board meeting or in subsequent board meeting. Similar requirement is for the granting or borrow of Loan or investment. 

2) Resolution 1 , 3, 4 passed in adjourned AGM are not required to be filled to ROC.