Minutes – First Board Meeting

MINUTES OF THE 01/[FY] MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON MONDAY, [DATE] AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT UNIT NO.4, 5TH FLOOR, HALLMARK BUSINESS PLAZA, OPP. GURUNANAK HOSPITAL, [ADDRESS] [PLACE] [PIN], AT [TIME]

Directors present:

APPOINTMENT OF THE CHAIRMAN:

Mr. [DIRECTOR NAME] was elected as the Chairman of the Meeting.

Mr. [DIRECTOR NAME] took the chair and called the meeting to order.

QUORUM OF THE MEETING:

The Chairman ascertained the quorum of the meeting. As the requisite Quorum was present, the meeting was called to order

GRANT OF LEAVE OF ABSENCE:

None of the Director was granted leave of absence.

CERTIFICATE OF INCORPORATION OF THE COMPANY:

The Certificate of Incorporation was placed before the Board. The Board considered the same and passed the following resolution:

“RESOLVED THAT the Certificate of Incorporation of the Company bearing CIN No. [CIN] issued on [DATE] under the seal and hand of the Registrar of Companies, [PLACE] be and is hereby noted and taken on records.”

NOTING OF THE PAN AND TAN OF THE COMPANY:

The Chairman informed the Board that the PAN and TAN of the Company were already issued to the Company along with the incorporation documents. The Board took a note of the same.

MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AS REGISTERED WITH ROC:

The Memorandum and Articles of Association of the Company was placed before the Board. The Board took note of the same.

APPOINTMENT OF THE FIRST DIRECTORS:

Pursuant to the Articles of Association of the Company Mr. [DIRECTOR 2 NAME], Mrs. [DIRECTOR/DONOR NAME] and Mr. [DIRECTOR NAME] were appointed as the first Directors of the Company. In this connection, the following resolution was passed.

“RESOLVED THAT Mr. [DIRECTOR 2 NAME], Mrs. [DIRECTOR/DONOR NAME] and Mr. [DIRECTOR NAME] shall be the first Directors of the Company pursuant to the Articles of the Association of the Company”.

DISCLOSURE OF INTEREST FROM DIRECTORS:

The Chairman then placed the general notice of disclosure received from all the Directors of the Company for consideration. The Board then resolved as under.

“RESOLVED THAT the notice of interest in Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013 and Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 received from Mr. [DIRECTOR 2 NAME], Mrs. [DIRECTOR/DONOR NAME] and Mr. [DIRECTOR NAME], first Directors of the company be and is hereby noted and taken on record”.

NOTING OF THE REGISTERED OFFICE OF THE COMPANY:

The Chairman informed that the registered office of the Company be situated at Plot No. [ADDRESS], [PLACE]- [PIN] and accordingly following resolution was passed.

“RESOLVED THAT the registered office of the Company be situated at Plot No. [ADDRESS], [PLACE]- [PIN].

RESOLVED FURTHER THAT a name plate containing Company’s name and address of the registered office be affixed at the registered office and that the Company’s name and address of the registered office be 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 12 of the Companies Act, 2013.”

APPROVAL OF PRELIMINARY EXPENSES:

The Chairman placed the statement of expenses incurred by the promoters of the Company prior to incorporation of the company. The Board approved the expenses and decided to account the expenses incurred on formation of the Company as preliminary expenses. In this connection the following resolution was passed.

“RESOLVED THAT the preliminary expenses expended by the promoters of the Company in connection with incorporation of the Company as per the statement placed before the meeting and initialled by the Chairman for purpose of identification be and are hereby approved.”

PROCEDURE FOR RECORDING MINUTES OF THE MEETINGS:

The Chairman then placed before the Board, the procedure for maintenance of the minutes of the Board of Directors / Shareholders. After due deliberation, the Board passed the following resolution.

“RESOLVED THAT the proceedings of the meetings of the Board of Directors, and the Shareholders of the company be kept in the separate loose leaf binders with locking device consecutively numbered and initialled, signed and dated by the Chairman of the same meeting within 30 days of the conclusion of every such meeting concerned or the Chairman of the succeeding meeting (only in case of Board Meetings) and maintained in due compliance with the Companies Act, 2013 and Rules, Regulations, Orders, Notifications issued thereunder.”

FILING OF STATUTORY FORMS OF THE COMPANY:

For the purpose of filing of all the statutory forms of the Company related to Registrar of Companies (ROC) and therefore the Board authorized any Director of the Company to file with the appropriate authorities, statutory forms and documents within stipulated time under the Companies Act, 2013 and under other statutes whenever required.

“RESOLVED THAT the consent of the Board be and is hereby accorded to authorize any Director of the Company to file with the appropriate authorities, statutory forms and documents within stipulated time under the Companies Act, 2013 or under other statutes.”

MAINTENANCE OF STATUTORY REGISTERS:

The Board decided that all the statutory registers required to be maintained under the Companies Act, 2013 be maintained and to make necessary entries therein.

GENERAL AUTHORITY TO REPRESENT THE COMPANY:

The Board discussed the matter of giving to a Director of the Company a general authority to represent the Company in various matters and passed the following resolution.

“RESOLVED THAT any of the Directors of the Company be and is/are hereby authorized to appear and act on behalf of and represent the company in all matters before the Central Government, State Governments and similar other authorities, Public Bodies, Public Officers, Local Self-Government bodies, and all Government Officers and Officers of the Municipalities and to sign and execute all applications, returns, objections, documents, agreements, MoU’s and papers that may be required for and on behalf of the Company in or in relation to any matter in which it is interested or may be concerned in any way.

RESOLVED FURTHER THAT any of the Directors of the Company be and is/are hereby authorized to incur such expenditure for the conduct of the business of the Company as may be necessary and proper.”

AUTHORITY FOR SIGNING THE ELECTRONIC FORMS:

The Chairman informed the Board that the Company is required to file various electronic forms and returns, digitally signed, with the Registrar of Companies, [PLACE] under the system of e-filing.

The Board noted and authorized any of the Directors of the Company be and is/are hereby authorized to sign the forms and returns digitally and passed the following resolution.

“RESOLVED THAT the consent of the Board be and is hereby accorded to authorize any of the Directors of the Company to digitally sign all the e-forms and returns to be filed with the Registrar of Companies, [PLACE].”

PRINTING OF SHARE CERTIFICATES OF THE COMPANY:

The Chairman informed the Board that it would be necessary to print share certificates for allotment of shares to the subscribers to the Memorandum of Association as well as for any further issue of capital. A specimen of the share certificate was placed before the Board. The Board discussed the same and passed the following resolution:

“RESOLVED THAT, the equity Share Certificates of the Company be printed in accordance with the specimen placed before the meeting and duly initialled by the Chairman of the meeting for the purpose of identification.”

ISSUE OF SHARES CERTIFICATES TO THE SUBSCRIBERS TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Board was informed that following subscribers have agreed to subscribe to the equity shares of the company as per the details entailed:

It was informed that the Company has received the subscription money from the subscribers. The Board thereafter passed the following resolution.

“RESOLVED THAT in accordance with the section 56(4) of the Companies Act, 2013 any of the Directors of the company be and is/are hereby authorised to issue the share certificates to the subscriber to the Memorandum of Association under the signature of Mr. [DIRECTOR 2 NAME], Mrs. [DIRECTOR/DONOR NAME] and Mr. [DIRECTOR NAME], Directors of the company as a authorised signatory within the time limit prescribed under the Act”.

VOTE OF THANKS:

There being no other business, the meeting concluded with a vote of thanks to the Chair.

___________________________

Mr. [DIRECTOR NAME],

Director & Chairman

DIN: [DIN]

Date of entry: [DATE]

Place: [PLACE]

Date of signing: [DATE]