MINUTES OF THE FIRST BOARD MEETING OF THE COMPANY [CD1]
Minutes of the meeting of the Board of
Directors of the company held on ...............day of……….20……….at………. P.M.
……….at……….
Present
1 .
2.
3.
4.
5.
In attendance
1. A, Solicitor
2. B, Secretary
1. Mr. X was unanimously elected Chairman
of the meeting.
2. Mr .
produced a print of the Memorandum and Articles of Association (duly
amended) of the company as registered with the Registrar of Companies,
Maharashtra, Bombay and the certificate of incorporation, which was taken on
record.
3. It was reported that S/Shri .....................................and ……….
named as Directors in the Articles accepted office and signed the consent as
Directors and the consent has been filed with the Registrar of Companies,
...........................in the prescribed form.
4. Resolved that Shri……….be and is hereby
appointed Chairman of the Board of Directors of the Company.
5. Resolved that Shri……….who has the
requisite qualifications prescribed under the Companies (Appointment and
Qualifications of Secretary) Rules, 1988 be and is hereby appointed Secretary
of the Company at a salary of Rs .
.............. per month to perform the duties of secretary as required
under the Companies Act, 1956 and any other ministerial and administrative
duties that may be assigned by the Board of Directors, or Managing Director
from time to time.
6. The Chairman reported that M/s .
……….Chartered Accountants to whom the company wanted to appoint as auditors
have confirmed that in case of their appointment by the Company for the year
ending……….20……….the same would be in accordance with the limits specified in
section 224(l B) of the Companies Act and the said report was noted by the
Board and it was then
Resolved
that M/s . ……….Chartered Accountants 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 of Rs ................
7. Resolved that the registered office of
the company be situated at ....................... ........................Bombay and the
Secretary be instructed to file the notice of situation of registered office in
Form No. 18 with the Registrar of Companies, Maharashtra, Bombay. 8. Resolved
that bank account of the company be opened with the……….Bank at its……….branch
and……….Bank at its……….branch and the said banks be and are hereby authorised to
honour all cheques, Bills of Exchanges, Promissory notes and other orders for
payment drawn, accepted, made or signed on behalf of the company, by Shri ………. and
Shri……….Directors and to act upon any instructions so given relating to the
accounts, whether the same be overdrawn or not or relating to the transactions
of the company and the secretary be instructed to deliver a copy of Resolution
signed by the Chairman, specimen signatures of the authorised Directors and a
copy of Memorandum and Articles of Association of the company to the said
banks.
9.
Resolved that the financial year of the company will be from 1 st April to 31
st March and the first accounting year of the company will be from the date of
incorporation
i.e..............................to 31
st March ……….
10.
Resolved
that the preliminary expenses amounting Rs……….incurred by the promoters
relating to the incorporation of the company as per the statement submitted to
this meeting be and are hereby approved and that the said amount of Rs . ……….be
reimbursed to Shri……….who has incurred the same, from the funds of the company.
11.
Resolved
that the seal submitted to the meeting, an impression of which has been affixed
in the margin of these minutes, be and is hereby approved and the same is
hereby adopted as the common seal of the company and that the seal be kept in
safe custody of the Secretary, who shall maintain a register in which all
documents executed on behalf of the company, to which seal is affixed should be
entered.
12.
Resolved
that the draft statement in lieu of prospectus under section 70 of the
Companies Act, 1956 be and is hereby approved and signed by the Directors and
be dated ……….20……….and that the
secretary be instructed to deliver the same to the
Registrar of
Companies......................... , ……….for registration.
13.
Resolved
that 10,000 blank share certificates as per draft placed before the meeting and
initialled by the Chairman for identification be printed and consecutively
machine numbered 1 to 10,000.
Resolved, further that the blank forms
and the blocks, engraving, facsimiles and hues relating to the printing of such
forms be kept in the custody of the secretary of the company.
14.
The
Chairman reported that the subscribers to the Memorandum of Association have
made payment for the shares in respect of equity shares which they had agreed
to take thereafter.
Resolved that the subscribers to the
memorandum of association be allotted equity shares which they have agreed to
take, as per details below:
Sr.
No. Name
of subscriber No.
of shares Distinctive
allotted numbers
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
Resolved further that the secretary be
instructed to file the return of allotment in respect of the shares allotted
aforesaid with the Registrar of Companies . ..................... ...........................in accordance with
section 75(l) of the Companies Act, 1956.
Resolved further that share
certificates be issued to the subscribers and that such certificates be signed
by S/Shri………. and ……….Directors of the
company and Mr……….Secretary under the common seal of the company in accordance
with the Companies (Issue of Share Certificate) Rules, 1960.
15.
Resolved
that S/Shri………. and……….Managing Director and Director respectively of the
company are hereby authorised to purchase computers, furniture,
airconditioners, typewriters and other office equipments required for the
company's business.
16.
There
being no other business, the meeting terminated with a vote of thanks to the chair.
Date: ……….
Chairman
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