As all of us aware that there are some Resolutions {Mention under Section179(3)} which company required to file with ROC inform MGT-14 within 30 days of passing of resolution. {In my earlier Article mentioned list of Resolution which we require to file with ROC).
Companies, who still not held Board Meeting for calling AGM or will show board meeting on papers in back date. So in this article am trying to help you by providing the following:
1. Draft Detailed Agenda for Private Companies under Companies Act- 2013, by covering maximum resolution (which will help Companies to *save cost of Filling of e-form MGT-14 on different-2 time in future).
2. Draft Minutes for According to given Agenda.
3. Draft Notice Calling Board Meeting.
4. Draft Attendance Sheet of meeting.
5. Draft Notice Calling Annual General Meeting.
6. If Auditor Absence from AGM than a Leave of Absence from the Auditor of company.
7. Draft Director Report for F.Y. Ended on 31st March, 2014.
8. Draft Consent and certification of qualification of Auditor.
9. Draft Minutes of Annual General Meeting.
Now the question is! How This Agenda will help to save the Cost:
1. Company has to file More than 50 resolutions with ROC in e-form MGT-14
(As per my earlier article).
2. If company pass resolutions mention in Section 179(3) in different Board Meetings then company has to file separate MGT-14, this will incurred cost every time on filling of e-form.
Example:
• Borrow Money in excess of Limit mentioned u/s 180(1) (c).
• Approval of Annual Accounts.
• Approval of Directors Report.
• Filling resolution for adoption of disclosure of interest by director u/s 184(1) in MBP-1, If there is any change from last given MBP-1 (From the MBP-1 given by director in earlier meeting).
DRAFT DETAILED AGENDA FOR THE BOARD MEETNG REQUIRED HOLDING BEFORE ANNUAL GENERAL MEETING OF PRIVATE COMPANY:
ON LETTER HEAD OF COMPANY WITH CIN AND TELEPHONE NO.
AGENDA FOR THE MEETING OF BOARD OF DIRECTORS OF NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
1. To Elect the Chairman of the Meeting.
2. To grant leave of absence, if any, to the Directors of the Company.
3. To consider and approve minutes of the previous Board Meeting.
4. To take note of general disclosure of interest of Directors under section 184(1) in Form MBP-1.
(As per Section-184(1) all the directors are require to disclose their interest (Including Share Holding Interest), even if directors are not interested Nil disclosure are require to give by them at the Board Meeting of company if there is any change in their interest from the disclosure given by them in the previous Board Meeting).
5. To authorize Mr._______________ to e-file MGT-14 in respect of resolutions passes u/s 179(3) read with Companies (Management and Administration rules), 2014
6. To Borrow Money upto Rs. ----------- lacs.
(As per Section 179(3) there is require to file e-form MGT-14 for resolution passed for Borrow Money, but it, company borrow or planning to borrow money exceed the limit mention in Section 180(1)(c) in future so it’s better pass Special Resolution in the upcoming AGM under section 180 to borrow money in future). {Reason: it can be file in same MGT-14- saving of Cost)
7. Resolution for Approval of Annual Accounts of Company for the financial year ended on 31st March, 2014.
(As per Companies Act Company required to get approval of Board of Directors on Annual Accounts of Companies (Balance Sheet, Profit & Loss Account and Notes forming part of Balance sheet and P & L. Board of Directors will approve the Financials and authorize directors of company to sign on such documents.)
(As per Section- 179(3) of the Companies Act, 2013 companies require to file Resolution for adoption of Balance Sheet in e-from MGT-14 with in 30 days of passing of such Resolution.)
8. Adoption of Auditor Report of Company for the Financial year ended on 31st March, 2014.
(After signing of Financial Statements, company will give financial statements to auditors and adjourned the meeting for a while (like for an hour) and after adjourned period, Auditor of Company will give his report on the Financial Statements of Company and Board of Director will adopt that.)
9. Resolution for Adoption of Compliance Certificate under Section-383A of Companies Act- 1956.
(If paid up capital of Companies is 10 Lack or more but upto 5 crore company require Compliance Certificate from a company Secretary in Practice.)
10. Consideration And Approval of Director Report.
(After Signing of Balance Sheet, Auditor Report &Compliance Certificate Director Report will be approved by the Board of Directors and Directors report must be sign by any two directors or by Chairman of Meeting.)
(As per Section- 179(3) of the Companies Act, 2013 companies require to file Resolution for adoption of Director Report in e-from MGT-14 with in 30 days of passing of such Resolution.)
11. Re-appointment or Appointment of Auditor.
(Company will pass resolution for appointment or re-appointment of auditor subject to approval of Shareholders in Annual General Meeting. As per Section- 139 of Companies Act, 2013.)
(Before passing of Resolution in Board Meeting to appoint or Re-appoint auditor company will issue a letter “Intention to intimate auditor for appointment” and Auditor will give “His consent to act as auditor of company u/s 139(1) and a certificate of non-disqualification u/s 141 of Companies Act, 2013”)
12. Notice Convening Annual General Meeting.
(Company will place before the Draft Notice calling Annual General Meeting of company and get approve Notice from the Directors of Company. Board of Directors will Authorize any director or Company secretary for Issue of Notice to Shareholders of Company, *Auditor of Company and Directors of Company)
13. Authorization To File other E-Forms With Ministry Of Corporate Affairs.
20. To discuss any other matter with permission of the Chair.
21. To Vote of Thanks
__________________
(NAME OF DIRECTOR)
Director
DIN: -----------
Add: ----------------.
* If Auditor will be absence from the Annual General Meeting. Auditor will give his “Leave of Absence” to Company as per Companies Act, 2013 and company will issue a letter to auditor “acceptance of Leave of Absence of Auditor”.
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