As per New Company Law, gap between two board meetings can’t exceed 120 Days. If last board meeting of company was held on 31st March 2014 then next board meeting can be held upto 28th July, 2014 (April 30 days + May 31 Days + June 30 days +July 29 days = 120 Days).
As all of us aware that there are some Resolutions {Mention under Section 179(3)} which company required to file with ROC in form 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 First Board Meeting, require holding meeting in coming month. 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 CTC of Resolutions.
4. Draft Notice Calling Meeting.
5. Draft Attendance Sheet of meeting.
6. Draft MBP-1 (Disclosure of Interest of Director).
7. Consent of Director who is in default.
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:
• Adoption of Disclosure U/s 184(1).
• Borrow Money.
• Invest Funds.
• Grant Loans.
• Approval of Annual Accounts & Director Report
1. DRAFT DETAILED AGENDA:
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 on record the declarations from directors u/s 274(1)(g) of the Companies Act, 1956.
(This Declaration given by Directors at the end of March- 2014, so company should take-note same in Board Meeting).
5. To authorize an officer of the Company to sign the contracts or any other document or proceedings requiring authentication by a Company as per Section 21 of Companies Act 2013.
{As per Section-21 (Documents, proceeding and contracts made by or on behalf of company or requiring authentication by a company), May be signed by KMP or Officer of Company duly authorized by Board in this behalf.}
6. To take note of the printing of new stationery and painting of new name plates as per the requirement of Section 12(3) of Companies Act, 2013.
(As per Section-12 (3) (a) there is need to print Name, Address of its registered office and the Corporate Identity Number along with Telephone Number, Fax number and e-mail and website address, if any)
7. To take note of the duties of Directors u/s 166 read with relevant rules of Companies Act, 2013. (Under Companies Act-2013 there are specifically mentioned duties of directors, all directors must aware from them)
8. 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).
9. To authorize Mr. -------------------------- to keep safe custody of Form MBP -1.
(As per Section 184(1) read with rule 9 sub rule 3 of Companies (Meetings of Board and its Powers) Rules, 2014, these MBP- require to maintain in safe custody of Company Secretary or Person Authorized by Board for the purpose. So there is no Company Secretary in mostly private Companies so there is need to authorize any person by board)
10. To appoint an Officer in Default.
(By passing of this Resolution, In Future if, any default happened than Penalty will be applicable only on Director to whom you will authorize by this resolution section 2(60) of CA-2013, But if we have Company Secretary (KMP) then he will be office who is in default according to Section 2(60).
{Take consent from KMP or Director, To whom authorizing as officer who is in default under this resolution- consent attached)
11. To authorize Mr. --------------------- to keep in custody the Statutory Registers as per new Companies Act, 2013 at the registered office of the company.
(Authorization to update, maintain and convert/ compile the existing statutory registers into new format as per section-88 read with rule 3 sub rule-1 of Companies (Management and Administration) Rules, 2014).
Transition period of 6 month is given for comply registers.
12. 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
13. Authorization To File E-Forms With Ministry Of Corporate Affairs.
14. 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, so it’s better to give power to board with in limit of section 180 to borrow money in future). {Reason: it can be file in same MGT-14- saving of Cost)
15. To invest Surplus fund upto --------- Lacs.
(As per Section 179(3) there is require to file e-form MGT-14 for resolution passed for Investment Funds, so it’s better to give power to board for Invest surplus fund of company in future). {Reason: it can be file in same MGT-14- saving of Cost)
16. To Grant Loans. (As per Section 179(3) there is require to file e-form MGT-14 forresolution passed for Grant Loan, so it’s better to give power to board for grant Loan in future). {Reason: it can be file in same MGT-14- saving of Cost)
17. Designate as KMP )( if Private Company fall under section 203 rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 require to have Company Secretary and as per section 2(51) Company Secretary fall under KMP. So company require to Designate Company Secretary as KMP)
18. Increase in Remuneration of director, if any.
19. To Designate as promoter of Company.
20. To discuss any other matter with permission of the Chair.
21. To Vote of Thanks
__________________
(NAME OF DIRECTOR)
Director
DIN: -----------
Add: ----------------.
2. DRAFT MINUTES ACCORDING TO DRAFT AGENDA
MINUTES OF 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.
DIRECTORS PRESENT:
MR. NAME OF DIRECTOR DIRECTOR
MRS. NAME OF DIRECTOR DIRECTOR
ITEM NO.1: ELECTION OF THE CHAIRMAN.
Mr. Name of Director (DIN: ____________) was elected as the chairman of the meeting and therefore he occupied the chair
ITEM NO.2: LEAVE OF ABSENCE
All the directors of the Company are present, No leave of absence was required.
ITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING.
The minutes of the previous Board Meeting the draft of which already circulated to all the Directors are hereby approved and confirmed by the Chairman.
ITEM NO.4: TO TAKE ON RECORD THE DECLARATIONS FROM DIRECTORS U/S
274(1) (g) OF THE COMPANIES ACT, 1956.-
The Chairman placed before the board the declarations received from the Directors of the Company u/s 274(1) (g) of the Companies Act, 1956 to the effect that they are not disqualified to be appointed as directors of the Company. The Board discussed the matter and unanimously passed the following resolution:-
“RESOLVED THAT the Company obtained the declarations from Mr. Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) Directors of the Company to the effect that, as on 31st March 2014, they were not disqualified to be appointed as directors pursuant to sub-clause (g) of clause (1) of section 274 of the Companies Act, 1956.”
“RESOLVED FURTHER THAT, declaration under section 274 Clause (1) to sub-clause (g) of the Companies Act, 1956 be and is hereby noted.”
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