MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF (Name of the Company) HELD ON (Date of the Meeting) AT (Time of the meeting) AT THE REGISTERED OFFICE OF THE COMPANY. PRESENT: 1. 2. 1. Appointment of Chairman. Mr. ___________, Director/Managing Director was appointed as the Chairman of the meeting and the Board and it was unanimously. “RESOLVED that Mr. _ ______________ be and is hereby appointed as the Chairman of the Board.” Mr. ___________________ occupied the chair, welcomed the other director on the Board and conducted the proceedings after confirming the quorum. 2. Certificate of Incorporation of the Company The Certificate of Incorporation bearing No.(CIN Number-Last 6 digits prefixing state code 01 for AP) of (Financial year of Incorporation), dated (Date of Incorporation) issued by the Registrar of Companies; Andhra Pradesh was placed on the table and duly recorded. 3. Appointment of First Directors The meeting took note of the first Directors named in the Articles of Association of the Company. It was noted that Form No 32 had already been filed with the Registrar of Companies. 4. Memorandum and Articles of Association A printed copy of the Memorandum and Articles of Association of the Company, as registered with the Registrar of Companies, was placed before the Board and recorded. 5. First Members Pursuant to Section 41 of the Companies Act, 1956, subscribers to the Memorandum of the Company shall be deemed to have agreed to become members of the Company, therefore, it was: “RESOLVED THAT the names and other particulars of the following subscribers to the Memorandum of Association be entered into the Register of Members” Sl No 1 2
Name of the Subscriber
No of shares Allotted. (No. of Shares)
(Name of the Subscribers) Total
FURTHER RESOLVED THAT (No. of Shares) fully paid up Equity Shares of Rs. 10 each of the Company be issued to the said allotees and entries be made in the Register of Members.
FURTHER RESOLVED THAT Mr. _____________ and Mr. ____________, the Directors of the Company be and are hereby authorised to sign Share Certificates for and on behalf of the Board of Directors of the Company and the Common Seal of the Company be affixed in presence of the two Directors of the Company”. 6. Fixation of Financial year of the company The Chairman placed before the Board his suggestion for fixing the financial year of the Company. The Board considered the same and it was; “RESOLVED THAT the financial year of the Company be and is hereby fixed so as to start from the first day of April each year and end on the 31st day of March next year”. “RESOLVED FURTHER THAT the first Accounts of the Company be prepared for the period (From Date to To date). 7. Situation of Registered office of the Company It was noted that the registered office of the company be located at (Address of Registered Office of the Company) and that the necessary intimation of which had already been filed with the Registrar of Companies, AP, Hyderabad. 8. Disclosure of Interest The Board noted general disclosures of interest pursuant to Section 299 of the Companies Act, 1956, made by the Directors. It was observed by the Board that all the Directors have complied with the said section. 9. Appointment of Auditors Pursuant to section 224(5) of the Companies Act, 1956, the first Auditors of the Company will have to be appointed by the Board, within one month from the date of incorporation. (Name of the Auditor in Brief) have consented to act as the Auditors of the Company, confirming that their appointment, if any, would be in order under the Companies Act, 1956. "RESOLVED THAT pursuant to the Articles of Association of the Company, (Name of the Auditor in Brief), be and are hereby appointed as first auditors of the company, to hold office up to the conclusion of the first annual general meeting at a remuneration to be determined by the Board" 10. Adoption of Common Seal The artwork of the common seal was produced before the Board and the following resolution was passed for adoption of common seal “RESOLVED THAT a Common Seal of the Company made as per the artwork is placed before the Board and is hereby approved that an impression of such Common Seal be affixed in the margin of these minutes.” 11. Incorporation/Preliminary Expenses A statement giving details of expenses incurred by the promoters in connection with the incorporation of the Company was placed before the meeting. Thereafter the following resolution was passed:
“RESOLVED THAT expenses incurred by the promoters in connection with the incorporation of the Company as per the statement submitted to this meeting be and are hereby approved”. 12. Directors Fees The Board discussed about the sitting fees payable to the Directors of the Company. It was; “RESOLVED THAT no sitting fees be paid to the Directors of the Company for attending the meetings of the Board of Directors of the Company or any Committee thereof” 13. Maintaining Minutes in Loose leaf Forms It was felt desirable and convenient for neat and expeditious recording of the minutes of the Committee Meetings, Board Meetings and General Meetings in loose-leaf forms provided the Company takes appropriate safeguards against manipulation or interpolation of minutes. After due discussions, it was “RESOLVED THAT the Minutes of the meetings of the Board of Directors, of its Committee and of General Meetings of the Company be maintained in loose-leaf type written or computer printed forms provided that all the procedural requirements of the Companies Act, 1956 are complied with and at the same time all possible safe-guards are taken against manipulation and interpolation of the Minutes and further that such loose leaf Minutes be bound into books at regular intervals." 14. Share Certificate - Printing Following resolution was then passed for printing of share certificates. Specimen share certificates were tabled: “RESOLVED THAT Share Certificates be prepared as per the specimen placed before the Board and that as and when the share certificates are issued, the same be serially numbered.” 15. Filing of forms under e-filing The Board was informed that filing of various forms/returns/applications etc., under the Companies Act, 1956 are now done by way of e-filing. Such forms, applications etc., are to be digitally signed by the Directors/Managing Director of the Company and also contains declaration to be made by the signatory to the effect that he/she has been authorized by a resolution of the Board of Directors of the Company and the date of such resolution is to be specified. It was therefore suggested that an appropriate resolution be passed for the purpose. Following resolution was then passed: “RESOLVED THAT various forms/returns/applications, submissions etc., required to be filed/submitted with the concerned authorities such as Registrar of Companies, Regional Director, Ministry of Company Affairs, etc., under the Companies Act, 1956 and the rules and regulations there under, be signed by any person holding office as Director, Managing Director, of the Company from time to time and that they are hereby authorized to do so and submit such forms/returns/applications/submissions etc., to the concerned authorities”
16. Opening of Bank Account The Board was informed that, a Banking account in the name of the Company to be opened with (Name of the Bank with Address) for effective day to day business operations of the company and after due deliberation it was: RESOLVED THAT a Banking Account in the name of the Company be opened with (Name of the Bank with Address) and that the said Bank be and is hereby authorised to honor cheques, Bill of Exchange and Promissory Notes drawn, accepted or made on behalf of the Company by Mr._______________ Managing Director and/or Mr. ___________________, Director of the Company and to act on any instructions so given relating to the Account, whether the same be overdrawn or not, or relating to the transactions of the Company.” 17. Next meeting of the Board of directors Mr. __________________ was authorised to decide date, venue and time of the next meeting. There being no other business to be transacted the meeting terminated with a vote of thanks to the Chairman.
Place: Date: CHAIRMAN
