ESSENTIAL MINUTES

FORMAT OF MINUTES OF BOARD MEETING

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.

QUOROM
The Chairman noted that a quorum of the Board of Directors was present and declared the Meeting open for the transaction of business.

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. No.

DIN

Name & Father Name of the Director

Designation

Address

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.”

13TO 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 there under.”

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

 

FORMAT OF MINUTES OF ANNUAL GENERAL MEETING

THE MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE]
PRESENT:  
Directors: 
[Name of the directors present] 
Members: 
[Name of the directors present] 


CHAIRMAN 
[Name of the Chairman] was voted to chair by show of hands. Thereafter the Chairman occupied the Chair and conducted the proceedings of the meeting. 


QUORUM 
he Chairman ascertained the quorum and called the meeting to order.


REGISTER OF DIRECTOR’S SHAREHOLDING
Placing on the table the register of Director’s Shareholding maintained by the Company pursuant to Section 307 of the Companies Act, 1956, The Chairman informed the meeting that the said register would remain open and accessible during the continuance of the meeting to every person having the right to attend the meeting.


NOTICE OF THE MEETING
With the consent of the members present, the notice of the First Annual General Meeting of the Company which has already been lying with the members was taken as read.


DIRECTOR’S REPORT
With the consent of the members present, the Director’s Report as circulated among the members was taken as read. 


AUDITORS REPORT
Auditors report as submitted by the Statutory Auditors of the Company for the year ending 31st March, ________ was read before the meeting by [Name of the Chairman], Chairman. 


ORDINARY BUSINESS  


ITEM NO. 1 - TO RECEIVE, CONSIDER AND ADOPT THE AUDITED BALANCE SHEET FOR THE PERIOD ENDED 31ST MARCH, ______, THE PROFIT & LOSS ACCOUNTS AS ON THAT DATE TOGETHER WITH REPORTS OF DIRECTORS AND AUDITORS THEREON. 


The Chairman invited the queries on the Audited Annual Accounts of the Company and the Director’s Report and the report of Auditor’s thereon. There being no queries thereafter [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. 
RESOLVED THAT the Audited Balance Sheet of the Company as on 31st March, _____ and the Profit & Loss A/c for the year ended as on that date together with the reports of the Board of directors and Auditors’ thereon be and are hereby received, considered and adopted.”


ITEM NO. 2. RE-APPOINTMENT OF AUDITORS
[Name of the member], Member proposed the resolution and [Name of the member], seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. 
"RESOLVED THAT pursuant to the provisions of section 224(1) of the Companies Act, 1956, [Name of the Auditors], Chartered Accountants, [Address of the Auditors], the retiring auditors of the company be and are hereby re-appointed as a statutory auditors of the company to hold the office from the conclusion of this meeting until the conclusion of the next annual general meeting at a remuneration as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out of pocket expenses.”


ITEM NO. 3. RE-APPOINTMENT OF DIRECTOR 
[Name of the member]proposed the resolution and [Name of the member], Member seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. 
“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956[Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation." 


ITEM NO. 4. RE-APPOINTMENT OF DIRECTOR
[Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution. 
“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956[Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation." 


5. VOTE OF THANKS  
There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.      

DATE:                                                                                                       CHAIRMAN