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Minutes

Gouranga Dey (Trainee) (137 Points)

25 July 2013

can any one send me the draft format of minutes of board meetings and minutes of AGM.

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Sneha (Company Secretary) (1594 Points)
Replied 29 July 2013

PFA as once posted by Ankur Garg sir

Attached File : 473053 1211321 16 sample first board meeting minutes.doc downloaded: 193 times

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(Guest)

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF _____________ PRIVATE LIMITED HELD ON 28TH APRIL, 2000 AT THE REGISTERED OFFICE AT ____________________, JAIPUR.

Present : Shri ____________________ : Director.

Smt. ____________________ : Director.

1. APPOINTMENT OF CHAIRMAN.

Shri ____________________ was unanimously elected as the Chairman of the meeting.

2. CERTIFICATE OF INCORPORATION.

The Chairman placed before the meeting the original Certificate of Incorporation bearing No. ____________________ of 2000 – 2001 dated the ____________________ under the Companies Act, 1956 as a Private Limited Company.

The Board reviewed the Certificate of Incorporation and took the same on record.

3. MEMORANDUM AND ARTICLES OF ASSOCIATION.

The Chairman placed before the Board a printed copy of the Memorandum and Articles of Association of the company as had been filed with and approved by the Registrar of Companies, Rajasthan, Jaipur. The Directors reviewed the same and took the same on record.

4. FIRST DIRECTORS OF THE COMPANY

The Chairman placed before the Board a copy of Form No. 32 as had been filed with the Registrar of Companies, Rajasthan, Jaipur. The Board took note that the following persons were named in the Articles of Association and in Form No. 32 as the First Directors of the company :

5. SITUATION OF THE REGISTERED OFFICE OF THE COMPANY

A copy of Form No. 18 filed with the Registrar of Companies, Rajasthan, Jaipur, pursuant to Section 146 of the Companies Act, 1956 regarding the situation of the Registered Office of the Company was placed before the Board. The Board noted that the registered office is situated at ____________________.

6. ADOPTION OF COMMON SEAL

The Chairman placed before the Board the common seal of the Company, the Board passed the following resolution :

“RESOLVED THAT the Common Seal of the Company, as produced before the Board and an impression of which is submitted before the meeting and another impression of the same is to be taken in the margin of the minutes book, be and is hereby adopted.”

“RESOLVED FURTHER THAT the common seal of the company be kept in the safe custody of Shri ____________________, Director of the Company.”

7. DETERMINATION OF ACCOUNTING YEAR OF THE COMPANY

The Chairman informed the Board regarding fixation of accounting year and he proposed that the financial year i.e. year starting from April 01 and ending on March 31, should be fixed as accounting year of the company. The Board discussed the matter and passed the following resolution in this regard :

“RESOLVED THAT the Accounting Year of the Company is to end on the 31st March of every year and the first accounting year of the Company shall be for the period from 27^th April, 2000 to 31st March, 2001.”

“RESOLVED FURTHER THAT the books of accounts and other statutory Registers and Records of the Company be maintained in English language at the Registered Office of the Company.”

8. APPROVAL OF SHARE CERTIFICATE FORM

The Chairman placed on the table a specimen of the Share Certificate form, which was approved by the Board.

9. ALLOTMENT OF SHARES TO THE SUBSCRIBERS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Chairman placed before the Board the list of subscribers to the Memorandum of Association and who have already paid in cash / cheque the full amount towards their Shares to be allotted. It was proposed to formally allot the Shares to the subscribers and issue the Share Certificates as per the provisions of the Companies Act, 1956 in this regard the following resolution was passed :

“RESOLVED THAT Nos. of fully Paid-up Equity Shares of Rs.10 each be and are hereby allotted at par to the following persons, who are the subscribers to the Memorandum of Association of the Company :

S.No.

Name of Allottee

No. of Shares allotted

Nominal Value of each Share

Total Value

(Rs.)

“RESOLVED FURTHER THAT Shri ____________________, Director and Smt. ____________________Director, be and are hereby authorised to sign the Share Certificates to be issued to the above subscribers and also to perform all necessary activities for the purpose of issuing the Share Certificates to the subscribers in accordance with the provisions of the Companies Act, 1956 and Rules made thereunder in this regard.”

10. DISCLOSURE OF DIRECTORS’ INTEREST UNDER SECTION 299 (3) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 299 of the Companies Act, 1956 all the Directors of the company placed before the Board, notice of disclosure of interest in other firms/companies in which they are directly or indirectly interested, in Form No.24AA of the Companies (Central Government’s) General Rules and Forms, 1956.

11. APPOINTMENT OF FIRST AUDITORS

The Chairman informed the Board that in terms of Section 224 (5) of the Companies Act, 1956 the company had to appoint the first Auditors of the Company within one month from the date of incorporation. Then he also suggested the name of M/s. ____________________Chartered Accountants, Jaipur for appointment as First Auditors of the Company. The matter was discussed and M/s. ____________________Chartered Accountants, Jaipur were appointed as the First Auditors of the Company. In this regard the following resolution was passed :

“RESOLVED THAT M/s. ____________________, Chartered Accountants, Jaipur be and are hereby appointed as the First Auditors of the Company to hold office till the conclusion of the First Annual General Meeting of the Company on a remuneration as may be decided by Shri ____________________, Director in consultation with M/s. ____________________, Chartered Accountants.”

“RESOLVED FURTHER THAT Shri ____________________, Director of the Company be and is hereby authorised to give intimation of the appointment to the Auditors so appointed within seven days of the resolution.”

12. OPENING OF BANK ACCOUNT

The Board was informed that it is proposed to open a bank account for the company. Shri ____________________, Director suggested that current account may be opened in ____________________Bank Ltd., M. I. Road Branch, Jaipur, in which other companies of the group are also having their current as well as credit accounts The Board discussed the matter and approved the same. The Board passed the following resolution in this regard :

“ RESOLVED

a. That a current account in the name of the company be opened with the ____________________., M. I. Road, Jaipur and that Shri ____________________, Director be and are hereby authorised to do so and sign the necessary forms and documents thereof.

b. That the bank be instructed to honour all cheques, promissory notes, and other orders drawn by and all bills accepted on behalf of the company whether such amount be in credit or overdrawn and to accept and credit to the account of the company all moneys deposited with or owing by the bank on any account or accounts at any time or times kept or to be kept in the

name of the company and the amount of all cheques, notes, bills, other negotiable instruments, orders or receipts provided they are endorsed / signed by Shri ____________________ for the time being of the company on behalf of the company and such signature shall be sufficient authority to bind the company including those specially referred to herein.

c. That Shri ____________________ be authorised to withdraw and deal with any of the company’s securities or properties or documents of title thereto which may be deposited with the bank from time to time, whether by way of security or otherwise.

d. That Shri ____________________ is authorised to acknowledge all types of debts on behalf of the company.

13. CONCLUSION.

Thereafter, there being no other business to transact the meeting concluded with a vote of thanks to the chair.

PLACE :JAIPUR

DATE : CHAIRMAN

(Guest)

MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF M/S __________________________ PRIVATE LIMITED HELD ON 29TH SEPTEMBER __________________________ AT 3.00 PM AT THE REGISTERED OFFICE OF THE COMPANY.

PRESENT

DIRECTORS:

Mr. __________________________

Mrs. __________________________

MEMBERS :

Mr. __________________________

Mrs. __________________________

CHAIRMAN

Mr. __________________________ was unanimously elected the Chairman of the Meeting.

QUORUM

After ascertaining the quorum to be present the Chairman ordered the commencement of the Meeting.

NOTICE

With the permission of the Members present the Notice for convening the meeting was taken as read.

DIRECTORS’ REPORT AND ANNUAL ACCOUNTS

With the consent of the Members present, the Annual Accounts for the year ended 31st March __________________________ and the Directors’ Reports having already been circulated to the members were taken as read.

AUDITORS’ REPORT

The Auditors’ Report as already circulated to the Members was taken as read with the consent of the Members present.

ADOPTION OF ANNUAL ACCOUNTS

The Chairman then invited queries from the Member Directors present on Annual Accounts, Directors’ Report and Auditors’ Report but there was no query. The Chairman then proposed the following resolution which was seconded by Mrs. __________________________ :

“RESOLVED THAT the Annual Accounts for the year ended 31st March __________________________ and the Directors’ Report and the Auditors’ Report thereon be and are hereby received, considered and adopted.”

The above resolution was carried unanimously.

REAPPOINTMENT OF AUDITORS

The Chairman proposed the following resolution which was seconded by Mrs. __________________________:

“RESOLVED THAT M/s. __________________________, Chartered Accountants, Jaipur be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at a remuneration to be decided by the Company in consultation with the Auditors.”

The above resolution was carried unanimously.