First board meeting
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
02 May 2012
Can u pls send a performa of first board meeting.Pls also tell me from where i can take the format of these meetings.Also tell me whether this board meeting minutes format will be printed on Company letter head or normal A4 paper.
02 May 2012
MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF YOUR CONSTRUCTIONS AND TRADING COMPANY PRIVATE LIMITED
HELD ON, SATURDAY, 12TH NOVEMBER,2011 AT 2.00 P.M.AT THE REGISTERED OFFICE OF THE COMPANY
DIRECTORS PRESENT
1. Mr. Your - MANAGING DIRECTOR
2. Mrs. Your - Director
3. Mr. We - Director
Mr. Your ,Managing Director was elected as the Chairman for this meeting.
After ascertaining that the requisite quorum was present, the proceedings of the meeting were commenced by the Chairman.
1. Take note of Certificate of Incorporation
The copy of the Certificate of Incorporation bearing Corporate Identification Number U45200KL2011PTC0..... dated 10th NOVEMBER 2011 issued by the Registrar of Companies, Kerala, was placed before meeting.
2. Note the Registered Office of the Company
The Chairman placed before the Board the E-Form 18 filed with the Registrar of Companies stating that the proposed registered office of the company shall be located at IX/413, Your Chambers, 1st Floor, M.G.Road, Cochin, Kerala - 682036.
3. Note the Common Seal of the Company.
The Chairman placed before the board the Common seal of the Company, an impression of which is given here under, and the board noted the same.
4. Take note of the First Directors
Board noted that the following are the First Directors of the Company as per the Articles of Association:
(i). Mr. Your
(ii). Mrs. Your
(iii). Mr. We
5. Take note of subscribers to the Memorandum of Association
The Chairman stated that the subscribers have undertaken to subscribe to such number of shares of Rs.100/- each as mentioned against their respective names as shown in the Table below.
Sl.
No.
Name of the Subscriber
Number of equity shares of Rs.100/- each
1. Mr.Your 5000 (Five Thousand only)
2. Mrs.Your 5000 (Five Thousand only)
3. Mr. We 5000 (Five Thousand Only)
Total 15,000(Fifteen Thousand only)
Board noted the same.
6. Issue the Share Certificate to subscribers to the Memorandum of Association
It was informed to the Board that the Company has not yet received the subscription amounts from all the subscribers to the Memorandum of Association, hence decided to take up the issue in the next Board Meetings.
7. Opening a Bank Account with State bank of India
The Chairman informed the members that it is proposed to open a current account with STATE BANK OF INDIA, for carrying the operations of the company.
“RESOLVED THAT A “Current Account“ in the name of “YOUR CONSTRUCTIONS AND TRADING COMPANY PRIVATE LIMITED” be opened with STATE BANK OF INDIA, C & I Branch, Ernakulam , Kerala.
“RESOLVED further that the said bank be and is hereby authorized to honour all cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, deposits receipts and orders expressed to be drawn, accepted, endorsed, made or given on behalf of this Company and to apply for obtaining from Bank’s letter of credit/guarantees at any time or times whether the banking accounts of the Company are overdrawn by any amount thereto or in credit or otherwise and to act on any instruction relating to accounts, affairs, or transactions of the Company,
1. When Signed by Mr.Your singly for an amount less than or equal to Rs.1,00,000/-
2. When Signed by Mr.Your and Mr.We Jointly for an amount greater than Rs.1,00,000/-
as Authorised signatories to open and operate the account with unlimited liability.
8. Filing of Statutory Forms
The Ministry of Company Affairs has launched the MCA 21project wherein all the processes with the Ministry has been made electronic and all the filing with authorities set up under the Companies Act, 1956 and rules and regulations made there under have to be online. Any filings, with the departments here after require to be made electronically which have to be signed digitally. In order to facilitate the same, it is proposed to severally authorize Mr.Your, Managing Director, to digitally sign the electronic forms on behalf of the Company and the following resolution is proposed for the same:
“RESOLVED THAT Mr.Your , Managing director, of the Company be and are hereby severally authorized to digitally sign on behalf of the Company various documents, forms, returns etc. required to be filed under the Companies Act, 1956 and rules and regulations made there under and which are required to be filed with the Ministry of Company Affairs, Regional directors, company Law Board(s), concerned Registrar of Companies and other appropriate authorities constituted under the Companies Act, 1956 and rules and regulations made there under.”
9. Authorisation to register the Company with various authorities
The Company on incorporation, to carry on operations of the Company,is required to register with various Government both Central and State Authorities. Hence proposed to authorize Mr.Your to make necessary applications, forms and represent the Company. On further discussions the following resolution was passed:
“RESOLVED THAT the approval of the Board of Directors of the Company be and is hereby accorded to register the Company with the Central government Authorities, State government Authoristies and any other authorities including but not limited to Income Tax Department, Foreign Investment Board/Secretariat for Industrial Assistance; Reserve Bank of India; customs; Central Excise, Service Tax; Sales Tax, Labour Department, commercial Taxes Department, Municipal Corporation, of any of the States in India.
RESOLVED FURTHER THAT Mr.Your, Managing Director be and is hereby authorized to sign/authenticate all the necessary applications, papers and documents required to be submitted to the various authorities for seeking registrations, and to do all such acts and deeds to give effect to the above said resolution”.
10. Maintenance of Statutory Registers
The Company is required to maintain certain statutory registers required from time to time as required under Companies Act, 1956 and rules and regulations made thereunder. On further discussion the authority to keep the statutory registers in the safe custody and maintenance of the same was entrusted to Mr.Your, Managing Director, thereafter the following resolution was passed:
“RESOLVED THAT approval of the Board be an is hereby accorded to keep the statutory registers in the safe custody of Mr.Your, Managing Director and further he is entrusted with the responsibility of maintaining the same.
11. Place of keeping of Books of Account
Chairman informed the Board that as per Section 209 of the Companies Act, 1956, the Books of Account and other books and papers shall be kept at the Registered Office of the Company. In this regard the following resolution was passed:
“RESOLVED THAT the approval of the Board of Directors be and is hereby accorded to keep all the books of accounts and other books and papers of the Company at the Registered Office of the Company at IX/413, Your Chambers, 1st Floor, M.G.Road, Cochin, Kerala - 682036.
12. Fixation of Financial Year of the Company
The Chairman informed the Board that it is necessary to fix the Financial Year of the Company. Thereafter, it was decided to fix the first financial year from the date of incorporation up to 31st March 2012 and all subsequent financial years shall be from1st April to 31st March of the following year.
Board after discussions resolved as under:
“RESOLVED THAT the first financial year of the Company shall be from 10th NOVEMBER 2011 31st March, 2012 and all subsequent financial years shall be from 1st April to 31st March of the following year 2012.
13. Appointment of First Statutory Auditors and fixing their remuneration:
Chairman explained the Board that pursuant to Section 224(5) of the Companies Act, 1956, First auditors should be appointed within one on the from the date of incorporation of a Company . In this connection, he proposed the name of M/s.CHANDRAN ASSOCIATES,(FRN......) Chartered Accountants, as First Auditors of the Company to hold office till the conclusion of the 1st Annual General Meeting of the Company. In this regard the following resolution was passed:
“RESOLVED THAT M/s.CHANDRAN ASSOCIATES, (FRN.......)Chartered Accountants be and is hereby appointed as First Auditors of the Company and that they shall hold office until the conclusion of First Annual General Meeting of the Company.
RESOLVED FURTHER THAT the remuneration shall be decided by the Board in subsequent meetings.”
There being no other business to transact the meeting was terminated with vote of thanks to the Chair.
Place : ..........
Date : 12.11.2011 Chairman
HELD ON, SATURDAY, 12TH NOVEMBER,2011 AT 2.00 P.M.AT THE REGISTERED OFFICE OF THE COMPANY
DIRECTORS PRESENT
1. Mr. Your - MANAGING DIRECTOR
2. Mrs. Your - Director
3. Mr. We - Director
Mr. Your ,Managing Director was elected as the Chairman for this meeting.
After ascertaining that the requisite quorum was present, the proceedings of the meeting were commenced by the Chairman.
1. Take note of Certificate of Incorporation
The copy of the Certificate of Incorporation bearing Corporate Identification Number U45200KL2011PTC0..... dated 10th NOVEMBER 2011 issued by the Registrar of Companies, Kerala, was placed before meeting.
2. Note the Registered Office of the Company
The Chairman placed before the Board the E-Form 18 filed with the Registrar of Companies stating that the proposed registered office of the company shall be located at IX/413, Your Chambers, 1st Floor, M.G.Road, Cochin, Kerala - 682036.
3. Note the Common Seal of the Company.
The Chairman placed before the board the Common seal of the Company, an impression of which is given here under, and the board noted the same.
4. Take note of the First Directors
Board noted that the following are the First Directors of the Company as per the Articles of Association:
(i). Mr. Your
(ii). Mrs. Your
(iii). Mr. We
5. Take note of subscribers to the Memorandum of Association
The Chairman stated that the subscribers have undertaken to subscribe to such number of shares of Rs.100/- each as mentioned against their respective names as shown in the Table below.
Sl.
No.
Name of the Subscriber
Number of equity shares of Rs.100/- each
1. Mr.Your 5000 (Five Thousand only)
2. Mrs.Your 5000 (Five Thousand only)
3. Mr. We 5000 (Five Thousand Only)
Total 15,000(Fifteen Thousand only)
Board noted the same.
6. Issue the Share Certificate to subscribers to the Memorandum of Association
It was informed to the Board that the Company has not yet received the subscription amounts from all the subscribers to the Memorandum of Association, hence decided to take up the issue in the next Board Meetings.
7. Opening a Bank Account with State bank of India
The Chairman informed the members that it is proposed to open a current account with STATE BANK OF INDIA, for carrying the operations of the company.
“RESOLVED THAT A “Current Account“ in the name of “YOUR CONSTRUCTIONS AND TRADING COMPANY PRIVATE LIMITED” be opened with STATE BANK OF INDIA, C & I Branch, Ernakulam , Kerala.
“RESOLVED further that the said bank be and is hereby authorized to honour all cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, deposits receipts and orders expressed to be drawn, accepted, endorsed, made or given on behalf of this Company and to apply for obtaining from Bank’s letter of credit/guarantees at any time or times whether the banking accounts of the Company are overdrawn by any amount thereto or in credit or otherwise and to act on any instruction relating to accounts, affairs, or transactions of the Company,
1. When Signed by Mr.Your singly for an amount less than or equal to Rs.1,00,000/-
2. When Signed by Mr.Your and Mr.We Jointly for an amount greater than Rs.1,00,000/-
as Authorised signatories to open and operate the account with unlimited liability.
8. Filing of Statutory Forms
The Ministry of Company Affairs has launched the MCA 21project wherein all the processes with the Ministry has been made electronic and all the filing with authorities set up under the Companies Act, 1956 and rules and regulations made there under have to be online. Any filings, with the departments here after require to be made electronically which have to be signed digitally. In order to facilitate the same, it is proposed to severally authorize Mr.Your, Managing Director, to digitally sign the electronic forms on behalf of the Company and the following resolution is proposed for the same:
“RESOLVED THAT Mr.Your , Managing director, of the Company be and are hereby severally authorized to digitally sign on behalf of the Company various documents, forms, returns etc. required to be filed under the Companies Act, 1956 and rules and regulations made there under and which are required to be filed with the Ministry of Company Affairs, Regional directors, company Law Board(s), concerned Registrar of Companies and other appropriate authorities constituted under the Companies Act, 1956 and rules and regulations made there under.”
9. Authorisation to register the Company with various authorities
The Company on incorporation, to carry on operations of the Company,is required to register with various Government both Central and State Authorities. Hence proposed to authorize Mr.Your to make necessary applications, forms and represent the Company. On further discussions the following resolution was passed:
“RESOLVED THAT the approval of the Board of Directors of the Company be and is hereby accorded to register the Company with the Central government Authorities, State government Authoristies and any other authorities including but not limited to Income Tax Department, Foreign Investment Board/Secretariat for Industrial Assistance; Reserve Bank of India; customs; Central Excise, Service Tax; Sales Tax, Labour Department, commercial Taxes Department, Municipal Corporation, of any of the States in India.
RESOLVED FURTHER THAT Mr.Your, Managing Director be and is hereby authorized to sign/authenticate all the necessary applications, papers and documents required to be submitted to the various authorities for seeking registrations, and to do all such acts and deeds to give effect to the above said resolution”.
10. Maintenance of Statutory Registers
The Company is required to maintain certain statutory registers required from time to time as required under Companies Act, 1956 and rules and regulations made thereunder. On further discussion the authority to keep the statutory registers in the safe custody and maintenance of the same was entrusted to Mr.Your, Managing Director, thereafter the following resolution was passed:
“RESOLVED THAT approval of the Board be an is hereby accorded to keep the statutory registers in the safe custody of Mr.Your, Managing Director and further he is entrusted with the responsibility of maintaining the same.
11. Place of keeping of Books of Account
Chairman informed the Board that as per Section 209 of the Companies Act, 1956, the Books of Account and other books and papers shall be kept at the Registered Office of the Company. In this regard the following resolution was passed:
“RESOLVED THAT the approval of the Board of Directors be and is hereby accorded to keep all the books of accounts and other books and papers of the Company at the Registered Office of the Company at IX/413, Your Chambers, 1st Floor, M.G.Road, Cochin, Kerala - 682036.
12. Fixation of Financial Year of the Company
The Chairman informed the Board that it is necessary to fix the Financial Year of the Company. Thereafter, it was decided to fix the first financial year from the date of incorporation up to 31st March 2012 and all subsequent financial years shall be from1st April to 31st March of the following year.
Board after discussions resolved as under:
“RESOLVED THAT the first financial year of the Company shall be from 10th NOVEMBER 2011 31st March, 2012 and all subsequent financial years shall be from 1st April to 31st March of the following year 2012.
13. Appointment of First Statutory Auditors and fixing their remuneration:
Chairman explained the Board that pursuant to Section 224(5) of the Companies Act, 1956, First auditors should be appointed within one on the from the date of incorporation of a Company . In this connection, he proposed the name of M/s.CHANDRAN ASSOCIATES,(FRN......) Chartered Accountants, as First Auditors of the Company to hold office till the conclusion of the 1st Annual General Meeting of the Company. In this regard the following resolution was passed:
“RESOLVED THAT M/s.CHANDRAN ASSOCIATES, (FRN.......)Chartered Accountants be and is hereby appointed as First Auditors of the Company and that they shall hold office until the conclusion of First Annual General Meeting of the Company.
RESOLVED FURTHER THAT the remuneration shall be decided by the Board in subsequent meetings.”
There being no other business to transact the meeting was terminated with vote of thanks to the Chair.
Place : ..........
Date : 12.11.2011 Chairman
02 May 2012
Hi
Go to the following links:
http://www.ourprofessionalteam.com/index.php?option=com_oscontent&view=article&id=2791&catid=354&Itemid=63
http://www.ourprofessionalteam.com/index.php?option=com_oscontent&view=article&id=2794&catid=354&Itemid=63
Go to the following links:
http://www.ourprofessionalteam.com/index.php?option=com_oscontent&view=article&id=2791&catid=354&Itemid=63
http://www.ourprofessionalteam.com/index.php?option=com_oscontent&view=article&id=2794&catid=354&Itemid=63
Querist : Anonymous
Querist :
Anonymous
(Querist)
02 May 2012
Thanks to all experts.
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