Hello Experts,Could you please help me draft minutes for the first board meeting of my company? ...
Could you please help me draft minutes for the first board meeting of my company? Please explain what matters should I include whhile drafting Board Minutes.
When you get registered your company under the companies act 2013, you have to conduct your first board meeting within 30 days of registration.
In the meeting, board pass the resolution on the matters that are required for its day to day operation.
The following is the specifiman of board minutes of the first board of directors meeting. Revise the draft as per your requirement.
MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF PRIVATE LIMITED HELD ON ,AT , AT THE REGISTERED OFFICE OF THE COMPANY
Give the list of Members/Directors present at the meeting.
CHAIRMAN OF THE MEETING
Mr. was unanimously elected pro-term Chairman of the Meeting till a permanent Chairman was appointed. He welcomed the directors at the First Meeting of the Board of Directors. Thereafter he ascertained the quorum, and taken that the meeting was duly convened and properly constituted and agenda of the meeting was taken up
LEAVE OF ABSENCE
All the members were present; hence no leave of absence was required. Give the details of leave for absent, if any.
1. CERTIFICATE OF INCORPORATION
The Certificate of Incorporation having Registration No. dated and a copy of Memorandum and Articles of Association registered with the Registrar of Companies, Delhi & Haryana were placed before the Board. The Board noted the same.
2. CONSTITUTION OF THE BOARD - APPOINTMENT OF FIRST DIRECTORS
The Chairman informed the Board that as per Clause 72 of the Articles of Association of the Company, Mr. is being named as first Directors of the Company, constitute the Board of Directors in terms of the provisions of the Companies Act, 2013. The copy of Form No. DIR-12 filed with the Registrar of Companies, was also placed before the Board for perusal. The Board thereafter passed the following resolution:
“RESOLVED THAT pursuant to the Clause 72 of the Articles of Association of the Company and Form No. DIR-12 filed with the Registrar of Companies, Mr. constitute the first Directors of the Board of Directors of the Company from the date of incorporation of the Company till the conclusion of the first Annual General Meeting of the Company.”
3. TO TAKE NOTE OF THE DISCLOSURE OF INTEREST
The Board may take note of the general notice of disclosure received from all the Directors pursuant to Section 184 (1), 189 (2) of the Companies Act, 2013 read with section 164(1) of the Companies Act, 2013 indicating their Directorship, Shareholding held in other companies in Form MBP-1 along with general notice showing interest directly or through relative in other companies/firms under section 184(2) of Companies Act, 2013. The copies of these Notices would be tabled at the Meeting. The details of the all the directors from which we have received the above disclosures are given below:
Name & Father Name of the Director
The board discussed the matter and passed the following resolution:
"RESOLVED THAT pursuant to the provisions of Section 184(1), 184(2), 189 (2) of the Companies Act 2013, read with rule 9, rule 16 of the Companies (Meetings of Board and its Powers) Rules, 2014 the disclosure of interest received from all the Directors of the Company as placed before the Board, be and is hereby taken on record.
FURTHER RESOLVED THAT any director of the company be and is hereby authorized to file requisite e-forms with the appropriate authority within such time and period as may be prescribed".
4. REGISTERED OFFICE OF THE COMPANY
A copy of form No. INC-22 relating to the Registered Office of the Company filed with the Registrar of Companies, Delhi & Haryana was placed before the Board. The Board discussed the matter and passed the following resolution:
“RESOLVED THAT the Registered Office of the company be situated at .
"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, letter heads and letter papers and in all its notice and other official publications, etc., pursuant to provisions of the Companies Act, 2013.”
5. FIRST AUDITORS OF THE COMPANY
The Board discussed the appointment of its auditors of the company and unanimously passed the following resolution.
“RESOLVED THAT M/s , Chartered Accountants having firm no be and are hereby appointed as First Auditors of the company for a remuneration to be mutually settled between the Auditors and the Board of Directors and the said Auditors shall hold this office till the conclusion of the Ist Annual General Meeting of the Company”.
6. ADOPTION OF COMMON SEAL
The Chairman placed before the Board the proposed Common Seal of the Company for perusal. The Board perused the Common Seal and after discussion passed the following resolution:
“RESOLVED THAT the Seal as produced at this meeting be and is hereby approved and adopted as the Common Seal of the Company and that an impression of same be affixed in the margin of the minutes of this meeting and initialed by the Chairman.
“RESOLVED FURTHER THAT the said Common Seal be kept in the safe custody of Directors of the Company.”
7. FINANCIAL YEAR OF THE COMPANY
The Board discussed the matter of fixing financial year of the Company and passed the following resolution:
“RESOLVED THAT the first “Financial Year” of the Company be the period starting from the date of incorporation of the Company viz (Date of incorporation to 31st March, .] both days inclusive, and the first statement of accounts of the company shall relate to the same period.
“RESOLVED THAT the second and subsequent “Financial Year” of the company be the period from 1st April to 31st March, in each year unless decided otherwise.”
8. SUBSCRIBERS TO THE MEMORANDUM
The Board was informed that following subscribers have agreed to subscribe to the equity shares of the company as per following details:
Name of Subscribers
Numbers of equity shares subscribed
9. ISSUE OF SHARE CERTIFICATES TO THE SUBSCRIBER OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
“RESOLVED THAT shares of Rs. each be issued to the following persons, who have subscribed to the Memorandum of Association of the Company as detailed below: -
“FURTHER RESOLVED THAT the share certificates to the above named subscriber to the memorandum of association of the company be issued under the common seal of the company and that Ms. , Directors of the company be and are hereby authorized to sign the said share certificates.”
10. PRELIMINARY EXPENSES
Mr. , Director of the company placed before the Board a Statement showing the preliminary expenses incurred towards the formation of the company for approval.
“RESOLVED that the preliminary expenses amounting to Rs. expended by the promoters of the company in connection with the incorporation of the company as per the statement placed before the meeting be and are hereby approved.”
Detail of Preliminary Expenses is:
12. TO OPENING OF BANK ACCOUNT WITH PUNJAB NATIONAL BANK
RESOLVED THAT a bank account for the Company be opened with the Bank , and that the said bank be and is hereby authorised to honour cheques, bills of exchange and promissory notes drawn, accepted or made on behalf of the company severally by Mr. , Directors of the company and to act on any instructions so given related to the account, whether the same be overdrawn or not, or relating to the transactions of the Company.”
13. TO APPLY FOR COMPANY PAN CARD OF THE COMPANY
It was informed to the board the company may apply for PAN Card with Income tax Department. The board discussed the matter and passed the following resolution:
RESOLVED THAT Mr. , Director of the company be and is hereby authorised to apply for the company PAN with Income Tax Department and to sign the necessary documents, forms etc as required for application of PAN.
14. AUTHORISATION OF FILLING OF VARIOUS E-FORMS UNDER COMPANIES ACT, 2013
The Chairman informed the members of the Board that the various provisions of the Companies Act, 2013 are already come into force and Ministry of Company Affairs, Government of India has launched various new forms/e-forms which are required to be filed under Companies Act, 2013 through portal of Ministry i.e. www.mca.gov.in. To meet the various requirements of e-filing, the board have to authorise the directors to fulfil the various requirements under e-filing. Members of the Board considered the matter and passed the following resolution:
“RESOLVED THAT any directors of the company be and is hereby severally authorised to sign the necessary documents on behalf of the company for electronic filing of documents under The Companies Act, 2013 and various rules made thereunder.”
15. DIRECTORS FEE
The Chairman placed before the Board the matter regarding payment of fee to Directors for attending the meeting of the Board of Directors. The Board discussed the matter in detail and decided that no fee, traveling or such other expenses shall be paid to any Directors for attending the meeting of the Board of Directors for the time being. Thereafter the Board passed the following resolution:
“RESOLVED THAT no fee, travelling or such expenses shall be paid to any Director for attending the meeting of the Board of Directors or of a Sub-committee thereof, till such time the Board determines otherwise.”
16. ADMININISTRATIVE OFFICE OF THE COMPANY
It was informed to the board that directors of the company are residing in Delhi and for the smooth running of business of the company there must be one admin office of the company in Naraina for receiving of documents, letters from government authorities, banks, financial institutions etc. The board discussed the matter and passed the following resolution:
“RESOLVED THAT the Admin Office of the company be situated at ”.
17. VOTE OF THANKS
There being no other business to transact, the meeting concluded with a vote of thanks to the chair.
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