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    Board Meeting

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    ANAND
    This document contains the minutes from the first board meeting of a private limited company. Key details include: - Two directors, Sh. ________ and Sh. ________, were present at the meeting. - The directors appointed Sh. __________ as the pro-term chairman. - The board reviewed and approved incorporation documents, appointed the first directors, reviewed director disclosures, set the registered office address, appointed the first auditors, adopted the common seal, set the initial financial year, approved shares issued to subscribers, approved preliminary expenses, authorized opening a bank account and applying for PAN, and authorized directors to file necessary e-forms.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Board Meeting

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    ANAND
    415 views4 pages
    This document contains the minutes from the first board meeting of a private limited company. Key details include: - Two directors, Sh. ________ and Sh. ________, were present at the meeting. - The directors appointed Sh. __________ as the pro-term chairman. - The board reviewed and approved incorporation documents, appointed the first directors, reviewed director disclosures, set the registered office address, appointed the first auditors, adopted the common seal, set the initial financial year, approved shares issued to subscribers, approved preliminary expenses, authorized opening a bank account and applying for PAN, and authorized directors to file necessary e-forms.

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    Format of Minutes of First Board Meeting as per Companies Act, 2013

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    This document contains the minutes from the first board meeting of a private limited company. Key details include: - Two directors, Sh. ________ and Sh. ________, were present at the meeting. - The directors appointed Sh. __________ as the pro-term chairman. - The board reviewed and approved incorporation documents, appointed the first directors, reviewed director disclosures, set the registered office address, appointed the first auditors, adopted the common seal, set the initial financial year, approved shares issued to subscribers, approved preliminary expenses, authorized opening a bank account and applying for PAN, and authorized directors to file necessary e-forms.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    415 views4 pages

    Board Meeting

    Uploaded by

    ANAND
    This document contains the minutes from the first board meeting of a private limited company. Key details include: - Two directors, Sh. ________ and Sh. ________, were present at the meeting. - The directors appointed Sh. __________ as the pro-term chairman. - The board reviewed and approved incorporation documents, appointed the first directors, reviewed director disclosures, set the registered office address, appointed the first auditors, adopted the common seal, set the initial financial year, approved shares issued to subscribers, approved preliminary expenses, authorized opening a bank account and applying for PAN, and authorized directors to file necessary e-forms.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 4

    Format of Minutes of First Board Meeting as per

    Companies Act, 2013


    MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF
    _______________ PRIVATE LIMITED HELD ON ________, 20__ AT _________ AM AT
    ____________________, THE _______ OFFICE OF THE COMPANY

    DIRECTORS PRESENT
    1. Sh. ________
    2. Sh. ________

    CHAIRMAN OF THE MEETING


    Sh. __________ 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.

    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,
    ________ 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 __ of the Articles of Association of the
    Company, Sh. Raj Kumar Avasthi & Sh. Munish Avasthi are 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 ____ of the Articles of Association of the Company and
    Form No. DIR-12 filed with the Registrar of Companies, _____ Sh. _______ & Sh. ______ 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 as on _______ 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:

    Sr. DIN Name & Father Designation Address


    No. Name of the
    Director
    1
    2

    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 with in 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, _______ 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, Ludhiana 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 [________ to 31.03.20___] 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:
    Sr.No. Name of Subscribers Numbers of equity shares subscribed
    1 Sh. ________ _____
    2 Sh. ________ _____

    It was informed that the company is yet to receive share application money from the subscribers. The
    Board suggested that the subscribers may be approached for the subscription money and capital of
    the company be made fully paid up.

    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: -
    1. Sh. _________
    2. Sh. _________

    “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 Sh. _____ and Sh. _________, Directors of the company be and are hereby authorized to sign
    the said share certificates.”

    10. PRELIMINARY EXPENSES


    Mr. ____________ 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:


    S. No. PARTICULARS AMOUMT
    1 NAME APPROVAL FEE
    2 REGISTRATION FEES AND FILINGS FEES
    3 PROFESSIONAL FEES
    4 PRINTING OF MEMORANDUM AND
    ARTICLES OF ASSOCIATION
    5 Miscellaneous Expenses (Stamp Duty)
    6 Any Other
    TOTAL

    11. OBTAINING OF COMMENCEMENT CERTIFICATE


    It was unanimously:

    “RESOLVED THAT necessary documents be filled with the registrar of Companies (________) for
    obtaining certificate of commencement of business”.
    FURTHER RESOLVED THAT Mr. ________, Director of the company be and is hereby authorized to
    sign necessary papers and documents to be filled with the registrar of companies (________).”

    12. TO OPENING OF BANK ACCOUNT WITH STATE BANK OF PATIALA


    RESOLVED THAT a bank account for the Company be opened with the State Bank of Patiala, 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 Sh. ________ & Sh. __________,
    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 Sh. ________, 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


    Proposal:
    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:

    Resolution Passed:
    “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. ADMIN OFFICE OF THE COMPANY


    It was informed to the board that directors of the company are residing in the city of ________ and
    for the smooth running of business of the company there must be one admin office of the company in
    __________ 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.

    Dated:________ CHAIRMAN

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