minute book and proceeding book

This query is : Resolved

KAPIL (Querist)
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17 December 2010 Sir,

can anyone supply me a copy of resolution matter, which is to be writeen in minute book and proceeding book.

Rasesh

Rasesh (Expert)
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17 December 2010 Please be more specific for which matter you need resolution.

Jayashree S Iyer

Jayashree S Iyer (Expert)
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17 December 2010 Draft Minutes is appended below

MINUTES OF TWENTY FIRST MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON ……DAY, THE …. JUNE, 2010 AT 02.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT …………………………………………………………

PRESENT:

Mr. X - MANAGING DIRECTOR
Mr. Y - EXECUTIVE DIRECTOR – PRODUCTION
Mr. Z - DIRECTOR – FINANCE

IN ATTENDANCE:

Mr. A - Company Secretary

Mr. X took the Chair.

01. Leave of Absence:

Leave of Absence from attending the Meeting was granted to Mr. U, Mr. V and Mr. W, Directors as per their request.

02. Confirmation of Previous Minutes:

The Board confirmed the Minutes of the Hundred and Thirtieth Meeting of the Board of Directors held on …………day, the ….t March 2010.

03. General Declaration Of Interest

The Board took note of the General Notice of Interest received from the Directors pursuant to section 299(3)(a) of the Companies Act, 1956 for the Financial Year ending 31st March 2011 and unanimously decided to record the same by passing the following resolution:

"RESOLVED THAT pursuant to section 299(3)(a) of the Companies Act, 1956, the General Notice of Interest received from the following Directors disclosing their concern or interest in any contract or arrangement which may be entered into by the Company with such Body Corporate or Firm as per statement brought up and read in the Meeting be and are hereby recorded in the Register Of Contracts maintained pursuant to Section 301 of the Companies Act, 1956”

Name of the Directors

1. Mr. X
2. Mr. Y
3. Mr. Z
4. Mr. U
5. Mr. V
6. Mr. W

04. Declaration under Section 274(1) (g)

Director-Finance placed before the Board the declarations given by the following Directors pursuant to Section 274 (1) (g) of the Companies Act, 1956 confirming that as on 31st March 2010 they were not disqualified to be appointed as Directors.

Name of the Directors

1. Mr. X
2. Mr. Y
3. Mr. Z
4. Mr. U
5. Mr. V
6. Mr. W

05. Convening Extraordinary General Meeting of the Company:

The Board of Directors considered the draft Notice convening the Extraordinary General Meeting along with Explanatory Statement and also fixation of date, time and venue of the said Meeting. After detailed discussions, the Board passed the following resolution:

“RESOLVED THAT the Extraordinary General Meeting of the Company be convened on ……day the …...th day of ……, 2010 at 11.00 A.M at the Registered Office of the Company.

RESOLVED FURTHER THAT the draft Notice of the said Meeting along with Explanatory Statement as placed before the Board be and is hereby approved and the Company Secretary of the Company be and is hereby authorised to issue the said Notice along with Explanatory Statement to all Members and others entitled to receive the Notice.”

06. Authorisation to digitally sign and authenticate Form No.16:

The Board considered the proposal of authorizing the executives of the Company to digitally sign and authenticate Form No. 16 in respect of the tax to be deducted at source from income chargeable under the head “Salaries” for the Financial Year 2009-10 and for subsequent years as permitted by Income Tax Department vide their Circular No.2/2007 dated 21-05-2007. Arising therefrom, the Board of Directors passed the following resolution unanimously:

“RESOLVED THAT pursuant to Income Tax Department Circular No.2/2007 dated 21-05-2007, Mr T, General Manager – Taxation and Mr. S, Manager - Taxation be and are hereby jointly and severally (as the case may be) authorised on behalf of the Company

(a) to digitally sign and authenticate the certificates of deduction of tax at source in Form No. 16 in respect of the tax to be deducted at source from income chargeable under the head “Salaries” for the Financial year 2009-10 and for subsequent years.

(b) to do all such acts, deeds and things as may be required to comply with the requirements of digitally authenticating Form No. 16.”

07. Opening of Bank Account with HDFC Bank, Chennai:
Mr Z, Director-Finance suggested that Company could open a current account with Corporate Internet Banking Facility with HDFC Bank Limited, Chennai.

After due deliberation, the Board passed the following resolution in this connection.

“RESOLVED THAT a Current Account with Corporate Internet Banking Facility be opened in the name of ABC LIMITED with HDFC Bank Limited, Chennai (“the Bank”) and Mr. O, Senior General Manager and Mr. P, Assistant General Manager be and are hereby jointly authorized on behalf of the Company to sign the documents required for opening the said Account with Corporate Internet Banking Facility.

RESOLVED FURTHER THAT the aforesaid Bank be instructed to honour cheques and other orders drawn by and all bills accepted on behalf of the Company and to accept and credit to the account of the Company all moneys deposited with or owing by the Bank in the name of the Company and the amount of all cheques, orders or receipts provided they are signed jointly by:-

a) Mr P Assistant General Manager and
b) Mr O Senior General Manager

and such signature(s) shall be sufficient to bind the Company in all transactions between the Bank and the Company specifically referred to herein.

08. Any other business:

As there was no other business to transact, the meeting concluded with vote of thanks to Chair.

CHAIRMAN
Date : …, ………, 2010

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