TAKING NOTE OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY
The Chairman placed before the Board a copy of the Memorandum and Articles of Association of the Company as registered with the Registrar of Companies, Delhi & Haryana. The Board took note of the same and discussed various other matters relating to the incorporation of the Company. The Board requested Mr _________, Director of the Company to get the Memorandum and Articles of Association of the Company printed in sufficient quantity and keep the same in safe custody.
TAKING NOTE OF FIRST DIRECTORS
The Chairman informed that the following persons being named as First Directors in Article No. __ of the Articles of Association of the Company constituted the Board of the Company:
i. ____________
ii. ____________
iii. ____________
iv. ____________
Copy of Form No. 32 relating to the particulars of aforesaid Directors as filed with the Registrar of Companies were also placed before the Board. The Board took note of the same and asked the Chairman to arrange for the necessary entries of the same in the relevant statutory register(s) and to take other necessary steps in this regard.
REGISTERED OFFICE OF THE COMPANY
The Chairman informed the Board that the Registered Office of the Company would be situated at ______________. In this connection, he placed before the Meeting, a copy of Form No. 18 filed with the Registrar of Companies. The Board noted the same.
COMMON SEAL
The Chairman placed before the Board, artwork of the common seal of the Company. The Board approved the same and the following resolution was passed:
“RESOLVED THAT the art work of the proposed common seal as placed before this Meeting be and is hereby approved and Mr _______, Director be and is hereby authorised to get the common seal prepared and keep the same in his safe custody.”
ACCOUNTING YEAR OF THE COMPANY
The Chairman requested the Board to fix the accounting year of the Company. The Board held a brief discussion and decided to have March closing. The following resolution was passed unanimously:
“RESOLVED THAT the first accounting year of the Company be the period from the date of incorporation of the Company, i.e., _________ to __________ (both days inclusive) and that the second and subsequent accounting years of the Company be the period from 1st April to 31st March of the immediately following year (both days inclusive).”
APPROVAL OF PRELIMINARY EXPENSES
The Board was informed that certain expenses were incurred in connection with incorporation of the Company. The Board perused the details of these expenses and the following resolution was passed unanimously:
“RESOLVED THAT the Preliminary Expenses amounting to Rs. __________ (rupees _________) in connection with the incorporation of the Company as per the details placed before the Board be and are hereby approved.”
APPOINTMENT OF FIRST AUDITORS
The Chairman informed the Board that the first auditors of the Company had to be appointed and in this connection, he suggested the name of M/s _______________, Chartered Accountants, _________. It was further informed that they had given their consent and confirmed their eligibility for the proposed appointment. The Board discussed the matter and passed the following resolution unanimously:
“RESOLVED THAT M/s ____________, Chartered Accountants, ________, having confirmed their eligibility for the proposed appointment under section 224(1B) of the Companies Act, 1956, be and are hereby appointed as the first auditors of the Company to hold office as such until the conclusion of the first Annual General Meeting of the Company.”
APPROVAL OF DRAFT SHARE CERTIFICATE
The Chairman placed before the Meeting a draft specimen of the share certificate to be issued to its shareholders. The Board approved the same after a brief discussion and resolved as follows:
“RESOLVED THAT pursuant to the provisions of the Companies Act, 1956 and the Companies (Issue of Share Certificates) Rules, 1960, the draft specimen of the share certificate be and is hereby approved and Mr _________, Director is authorised to procure the same in sufficient quantity and to keep them in the safe custody.”
Issue of shares to the Subscribers
Note
(In case of Pvt Company take this in the first Board meeting and in case of a Public Company take this in the Second Board Meeting)
The Chairman informed the Board that the Company had received an amount of Rs ——/- from the subscribers to the Memorandum of Association towards payment in full, in respect of — Equity Shares taken by them. The Board discussed the matter and it was:
“Resolved that — equity shares of Rs. —/- each fully paid up, under distinctive numbers —— to —— (both numbers inclusive), be and are hereby issued to the Subscribers to the Memorandum of Association as agreed to be subscribed by them as per the following details:
| Name of Subscribers | Certificate No. | Distinctitive No. | No. of Shares | |
| From | To | |||
| | | | | |
| Total | | |||
Resolved further that necessary share certificates be issued for the aforesaid shares under the Common Seal of the Company and Mr ——— and Mr ———, Directors of the Company be and are hereby authorised to sign the same and Mr ——, be and is hereby authorised to countersign the same and to take such other steps as may be required in this connection.”
APPOINTMENT OF CHAIRMAN OF THE COMPANY (if required by the Board)
The Board felt the necessity of appointing somebody as permanent Chairman of the Company and in this connection the name of Mr _________ was proposed. The matter was discussed by the Board and there was a unanimous agreement among Board Members on the same. The following resolution was passed by the Board in this connection:
“RESOLVED THAT Mr ___________, Director of the Company be and is hereby appointed as the Chairman of the Company to preside over all the subsequent Meetings of the Board of Directors and the Meetings of the Members of the Company during his tenure as Director, until otherwise decided by the Board.”
As Mr ________ was personally interested in the resolution, he neither participated in the discussion nor in voting on the resolution.
TAKING NOTE OF CERTIFICATE FOR COMMENCEMENT OF BUSINESS
The Chairman placed before the meeting Certificate for Commencement of Business dated —/—/— issued by the Registrar of Companies, _________ at __________.The Board took note of the same.
POWER TO BORROW MONEY
The Chairman stated that the Company would be required to borrow money from various sources to meet the fund requirement of the Company. The Board discussed the matter and the following resolution was passed unanimously:
“RESOLVED THAT pursuant to the provisions of Sections 292 and 293 of the Companies Act, 1956, and other applicable provisions, if any, the consent of the Board of Directors of the Company be and is hereby given to borrow money otherwise than on debentures for and on behalf of the Company subject to a maximum of Rs. __________ (Rupees _______) remaining outstanding at any time.
RESOLVED FURTHER THAT the aforesaid power to borrow money be and is hereby delegated to Mr __________, Director of the Company who is hereby authorised to borrow money for and on behalf of the Company within the aforesaid limit and to sign or execute any paper, form, provide any security/ guarantee or to take such steps as he may deem fit or necessary to give effect to this resolution.”
POWER TO MAKE INVESTMENTS
DISCUSSION:
The Chairman stated that to maximise the returns, the Company should make investments in various avenues. The Board held a detailed discussion on the matter and the following resolution was passed unanimously:
“RESOLVED THAT pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, the consent of the Board of Directors of the Company be and is hereby given to make investments in the shares, debentures, bonds, mutual fund schemes and other securities by way of subscription, purchase or otherwise.
RESOLVED FURTHER THAT the aforesaid power to make investments be and is hereby delegated to Mr ______________, Mr _____________ and Mr _________________, Director of the Company severally, who are hereby authorised to make such investments on behalf of the Company subject to a maximum of Rs. __________(Rupees Only) remaining outstanding at any time.
RESOLVED FURTHER THAT Mr _________________, Mr ___________ and Mr ______________, Directors of the Company, be and are hereby authorised to subscribe, buy, sell, dispose of any security and to execute or sign subscription forms, transfer deeds and all paper & documents, jointly and severally, in this regard to enter into any agreement or contract in tis regard and to take all such steps that may be required to give effect to this resolution.”
RESOLVED FURTHER THAT Mr ___________ and Mr ___________, Directors of the Company be and are hereby authorised, jointly or severally, to disinvest money, demand before maturity, renew, subscribe, and to sign application form(s), form(s) of renunciation, transfer deed(s), receipt(s), and any other paper(s) and document(s) as may be required in the matter of investment of Company’s funds for and on behalf of the Company and to do all acts incidental and ancillary thereto.”
POWER TO GRANT LOANS
The Chairman stated that besides making investments the Company might make lending by way of providing loan, lease finance or hire purchase finance. He suggested that the Board should have a discussion on matter accordingly a detailed discussion was held on the matter by the Board and following resolution was passed in this connection:
“RESOLVED THAT pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, the consent of the Board of Directors of the Company be and is hereby given to make loans by way of granting loans to Companies, individuals or any other persons, subject to a maximum of Rs. _________________ (Rupees Only) remaining outstanding at any time.
RESOLVED FURTHER THAT the aforesaid power to grant loans be and is hereby delegated to Mr ______________, Mr _______________ and Mr ________________, the Directors of the Company who are hereby jointly and severally authorised to grant loans on behalf of the Company on such terms and conditions as he may deem fit or proper within the aforesaid limit and to sign or execute any paper, form or to take all steps to give effect to this resolution.”
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