MINUTES
Preliminary
Minutes of a meeting mean a record of all that has happened at a meeting that is
decisions taken on various matters and resolutions adopted thereat. Minutes
should exclude speeches or Agreements made at a meeting in connection with
discussions and deliberations on any agenda item. Minutes should be fair and
correct summary of the proceedings at a meeting as any inaccuracy in it may
make it lose its value and usefulness. Minutes can be approved at the end of the
meeting itself or at the beginning of the next meeting depending on the custom
followed by a company but the general practice is to take necessary notes at the
meeting and draw up the minutes after the meeting and approve the said minutes
at the next meeting. For Board Meetings or for meetings of a Committee of a
Board this is the practice but for General Meeting minutes, they need not be
approved at the next meeting but should be drawn up and signed within 30 days
of the holding of the General Meeting. Sections 193, 194, 195 and 196 of the
Companies Act, 1956, deal with minutes. While section 193 provides for time and
manner of keeping minutes and entering minutes in minute books and also
signing of minutes, section 194 stipulates that minutes kept in accordance with
the provisions of section 193 will be evidence of the proceedings recorded therein
and section 195 gives room for presumptions to be drawn where minutes are duly
drawn and signed, and section 196 deals with General Meeting Minutes
prescribing the place where minutes should be kept and the mode in which they
can be inspected.
Contents of Minutes
Minutes should be concise but at the same time contain sufficient details to
ensure that a member may understand properly as to what transpired in the
meeting in his absence. It should also contain all appointments of officers made
at the meetings. Specially minutes of meeting of the Board of Directors or of a
Committee of the Board must contain the following:
(a) the names of the directors present at the meeting; and
(b)in the case of each resolution passed at the meeting, the names of the directors,
if any, dissenting from, or not concurring in, the resolution.
Although minutes should contain an exact account of what decisions were taken
at the meeting but it should not contain any matter which in the opinion of the
Chairman of the meeting is, or could reasonably be regarded as, defamatory of
any person, irrelevant or immaterial to the proceedings or detrimental to the
interests of the company.
The Chairman has the power to exercise an absolute discretion in regard to the
inclusion or non-inclusion of any matter in the minutes.
General format of Minutes
First and foremost the heading describing the type of meeting the date, time and
place of meeting and then the names of the members present at the meeting
should be mentioned with designation whether director, managing director,
whole time director or manager or secretary, and also the names of members
attending the meeting who had voted against or in favour of a resolution. Then
should come the item wise heading of the minutes as per the agenda and matters
discussed or considered which are not within the agenda should be grouped
under other items or miscellaneous items. While minuting the resolutions exact
wording of all the resolutions passed at the meeting should be used as far as
possible. Complete and exact details of all contracts decided on at the meeting
should be minuted with details of appointments, salaries, powers and duties of
officials and instructions given to them regarding all authorised transactions.
More about Minutes
Minutes should be kept in safe custody preferably in a fireproof safe and should
be properly indexed when its subject matter is lengthy. Minutes of meetings of
Board of Directors also of Committee of the Board and the minutes of the General
Meetings should be made and entered in respective minute books within 30 days
of the conclusion of every such meeting. Each page of the minute book should be
consecutively numbered. Each page of minute book should also be initialled or
signed and the last page of the minutes of each meeting should be dated and
signed.
In case of minutes of Board Meetings or a Committee thereof they should be
signed by the Chairman of the said meeting or the Chairman of the next
succeeding meeting. In case of minutes of General Meetings, they should be
signed by the Chairman of the same meeting within 30 days of the conclusion of
such meeting and in the event of death or inability of that Chairman within the
said period of 30 days by any director duly authorised by the Board of Directors
to do so. In no circumstances minutes of a meeting should be attached to any
book by pasting or otherwise. Department of Company Affairs has clarified that
loose-leaf minute books are permitted, provided the companies keep them in
such manner and take appropriate safeguards against interpolation of the leaves
in the books such as serial numbering of pages, authentication of each book, safe
custody of the keys, if any, to the loose-leaf register. The companies should also
ensure that the loose-leaf minutes are bound into books at regular intervals of six
months. (Letter No. 16047/TA/VII dated 16-12- 1971). Chairman's rulling will
prevail in case of discussions as to the accuracy of the minutes and also with
regard to any questions arising out of the minutes. In case a conflict of opinion
arises with regard to the accuracy of any minutes, an amendment to the motion
suggesting alteration in the minutes will be put to vote and decision taken. In
such amendment motion members who are not present in the meeting should
avoid taking part in the discussion and should also refrain from voting thereat.
Minutes once approved by a meeting merely verifies the accuracy of the minutes
and does not amount to adoption of the minutes or confirmation or ratification of
the resolutions passed at the meeting.
Inspection of minutes
Section 196 provides that the books containing the minutes of the proceedings of
any General Meeting of a company should be kept at the registered office of the
company and should be open to the inspection of any member without charge
during business hours. Such inspection can be subject to any reasonable
restrictions as the company may impose either by its articles of association or by
passing a resolution at a General Meeting to that effect so that not less than 2
hours in each day are allowed for inspection. No non-member is allowed to
inspect copies of minutes of General Meetings. Minutes of Board Meetings. are
absolutely prohibited from inspection and they are also not required to be kept at
the registered office of the company. Copies of minutes of any General Meeting
should be furnished to any member on request within 7 days of making such
request on payment of Re. 1/- by the member for every 100 words or fractional
part thereof required to be copied. In case of refusal made by any company to a
member in allowing inspection or in furnishing copies of minutes within the
prescribed time, the company and every officer of that company will be
punishable with fine of Rs. 5,000/- in respect of each offence. A member who has
not been allowed to inspect minutes of General Meetings or take copies of
minutes can also go to the Company Law Board for an order, to compel the
defaulter company to allow inspection of minutes of General Meeting
immediately or to direct the defaulter company to send copies of minutes to the
member forthwith. For obtaining such order, a member should make a petition
Form No. I given in Annex II to the Company Law Board Regulations, 1991 with a
fee of Rs. 50/- to be paid by way of demand draft.
Minutes to be Evidence
Section 194 provides that when minutes are kept in accordance with the
provisions of section 193, they will be evidence of the proceedings recorded
therein. It is important, therefore to ensure that the minutes contain accurate
record of all proceedings transacted at the meetings and all appointments made
therein. This legal provision that the minutes are evidence of proceedings casts a
burden of proving the incorrectness of minutes upon those who so allege [Re.
Indian Zoedone Co., (1884) 26 ChD 70]. To fully justify this burden evidence may
be given to explain what in fact was done in the meeting even if such explanation
contradicts the minutes already recorded. [Re. Fireproof Doors, (1916) 2 Ch 142].
Although minutes are evidence when kept in accordance with statutory
provisions, they are not conclusive evidence. [Betts & Co. v. Machaghten, (1910)].
Presumptions as to minutes
Section 195 provides that where minutes of the proceedings of any general
meeting of the company or of any meeting of its Board of directors or of a
committee of the Board have been kept in accordance with the provisions of
section 193, then until the contrary is proved, the meeting shall be deemed to
have been duly called and held, and all proceedings thereat to have duly taken
place, and in particular, all appointments of directors or liquidators made at the
meeting shall be deemed to be valid. A plain reading of this section makes it clear
that the presumptions arising in this section is a rebuttable one by adducing
contrary evidence and if a proper minutes book is kept and proceedings of
meetings are duly recorded it shall be deemed that the meeting has been duly
called, held and all proceedings thereat have taken place and the consequent
appointment of director or directors has been validly made. If the minutes are not
recorded or signed within the prescribed period, then it is to be presumed that it
is not properly kept and it will not be receivable in evidence. B. Sivaraman v.
Egmore Benefit Society Ltd., (1992) 75 Com Cases 198, 216 (Mad).
Secretarial Standard-1 on Board Meeting Minutes
Paragraphs 8, 9 and 10 of Secretarial Standard-1 provide for Minutes of Board
Meetings. Paragraph 8 provides generally about Minutes of Board Meetings,
paragraph 9 provides for recording of Minutes and Paragraph 10 provides for
preservation of Minutes and other Records.
Sub-paragraph 8.1 provides that within 7 days from the date of the meeting of the
Board or Committee or of an adjourned meeting, the draft minutes thereof
should be circulated to all the members of the Board or the Committee as the case
may be, for their comments.
Sub-paragraph 8.2 provides that the Minutes of proceedings of a meeting should
be entered in the Minutes Book within 30 days from the conclusion of the
meeting.
Sub-paragraph 8.3 provides that the date of entering the Minutes should be
specified in the Minutes Book by a Director or the Secretary.
Sub-paragraph 8.4 provides that the Chairman should initial each page of the
Minutes, sign the last page of the Minutes and append to such signature the date
on which he has signed the Minutes.
While the law requires that Minutes of the proceedings should be entered in the
Minutes Book within thirty days of the Meeting, there is no prescribed time limit
within which such Minutes have to be signed. They could be signed beyond a
period of thirty days if the succeeding Meeting is held after a period of thirty days
from the date of the earlier Meeting. However, it is also not obligatory to wait for
the next Meeting in order to have the Minutes of the previous Meeting signed.
Such Minutes may be signed by the Chairman of the Meeting at any time before
the next Meeting is held.
The Minutes of Meetings of the Board can be inspected only by the Directors.
While the Auditor or Cost Auditor of the company or Secretary in whole-time
practice appointed by the company can also inspect the Minute Books in the
course of audit or certification, a member of the company has no right to inspect
the Minutes of Meetings of the Board or any Committee thereof. Officers of the
Registrar of Companies, or other Government or regulatory bodies duly
authorised in this behalf under law, during the course of an inspection, can also
inspect the Minutes.
Sub-paragraph 8.5 provides that Minutes should not be pasted or attached to the
Minutes Book.
Sub-paragraph 8.6 provides that Minutes, if maintained in loose-leaf form,
should be bound at intervals coinciding with the financial year of the company.
The pages of the Minutes Book should be serially numbered and there should be
proper locking device to ensure security and proper control to prevent irregular
removal of the loose leaves.
Sub-paragraph 8.7 provides that extracts of the Minutes should be given only
after the Minutes have been duly signed. However, certified copies of any
Resolution passed at a Meeting may be issued even pending signing of the
Minutes by the Chairman, if the draft of that Resolution had been placed at the
Meeting and was duly approved.
Sub-paragraph 8.8 provides that Minutes of an earlier Meeting should be noted at
the next Meeting.
Sub-paragraph 8.9 provides that any alteration, other than grammatical or minor
corrections, in the Minutes as entered, should be made only by way of express
approval taken in the subsequent Meeting in which such Minutes are sought to be
altered.
Sub-paragraph 8.10 provides that the Minutes of Meetings of any Committee
should be circulated to the Board along with the agenda for the meeting of the
Board next following such Meeting of the Committee and should be noted at the
Board Meeting.
If the Minutes of Meetings of any Committee are pending noting by the
Committee at the time of circulating the Agenda for the Meeting of the Board,
such Minutes should be circulated to the Board in draft form.
Sub-paragraph 9.1 provides that in addition to the names of Directors present at
the Meeting, the names of persons in attendance and the names of invitees, if any,
should be recorded in the Minutes.
Sub-paragraph 9.2 provides that apart from the Resolution or the decision, the
Minutes should mention the brief background of the proposal and the rationale
for passing the Resolution or taking the decision.
Sub-paragraph 9.3 provides that the names of the Directors who dissented or
obtained from the decision should be recorded. Similarly, the fact that on interest
Director did not participate in the discussion or vote should be recorded in the
Minutes.
Sub-paragraph 9.4 provides that wherever any approval of the Board or of the
Committee is taken on the basis of certain papers laid before the Board or the
Committee, proper identification by initialling of such papers by the Chairman or
any Director should be made and a reference thereto should be made in the
Minutes.
Sub-paragraph 10. 1 provides that the Minutes of all Meetings should be
preserved permanently.
Sub-paragraph 10.2 provides that where, under a scheme of arrangement, a
company has been merged or amalgamated with another company, the Minutes
of all Meetings of the Board and Committees of the transferor company should be
preserved permanently by the transferee company, notwithstanding the fact that
the identity of the transferor company may not survive such arrangement.
Sub-paragraph 10.3 provides that office copies of Notices, Agenda and Notes on
Agenda and other related papers should be preserved in good order for as long as
they remain current or for ten years, whichever is later, and may be destroyed
thereafter under the authority of the Board.
Secretarial Standard-2 on General Meeting Minutes
Paragraphs 15, 16 and 17 of Secretarial Standard-2 provide for Minutes of General
Meetings. Paragraph 15 provides generally about Minutes of General Meetings,
paragraph 16 provides for recording in the Minutes and paragraph 17 provides for
preservation of Minutes and other records.
Sub-paragraph 15.1 provides that Minutes should contain a summary of the
proceedings of the Meeting, recorded fairly, correctly, completely and in
unambiguous terms, and should be written in third person and past tense.
Sub-paragraph 15.2 provides that the Minutes should be entered and signed
within thirty days from the conclusion of the Meeting.
In case a Meeting is adjourned, Minutes should be entered in respect of the
original Meeting as well as the adjourned Meeting within thirty days from the
dates of the respective Meetings.
The pages of the Minutes book should be consecutively numbered. The Minutes
should be dated and signed by the Chairman of the Meeting within a period of
thirty days or, in the event of death or inability of the Chairman within that
period, by a Director who was present in the Meeting, authorized by the Board for
the purpose.
Sub-paragraph 15.3 provides that the Chairman should initial each page of the
Minutes, sign the last page of the Minutes and append to such signature the date
on which he has signed the Minutes.
Sub-paragraph 15.4 provides that Minutes, once entered in the Minutes Book,
should not be altered. However, minor errors may be corrected and initialled by
the Chairman even after the Minutes have been signed.
Sub-paragraph 15.5 provides that Minutes should not be pasted or attached to the
Minutes Book.
Sub-paragraph 15.6 provides that Minutes, if maintained in loose-leaf form,
should be bound at reasonable intervals.
Sub-paragraph 15.7 provides that Minute Books should be kept at the Registered
Office of the company.
Sub-paragraph 16.1 provides that the name of the Chairman of the Meeting and
the names of Directors including the Chairman of the Audit Committee, if any,
present at the Meeting should be recorded.
Sub-paragraph 16.2 provides. that the number of members required to form the
quorum and the fact that the required Quorum was present should be recorded.
Sub-paragraph 16.3 provides that the number of members present in person and
through representatives and Proxies should be recorded.
Sub-paragraph 16.4 provides that the presence, at the Annual General Meeting of
the Auditor and the Practicing Company Secretary who has given the Compliance
Certificate, should be recorded.
Sub-paragraph 16.5 provides that if the Chairman was interested in an item of
business at the Meeting, the fact that he vacated the Chair and requested the Vice
Chairman, if any, or some other Director or Member to Chair the meeting to
transact such business should be recorded.
Sub-paragraph 17.1 provides that Minutes Book to record Minutes of Meetings
should be kept separately from those books used to record Minutes of any other
meetings and should be kept at the Registered Office of the Company.
Sub-paragraph 17.2 provides that the Minutes of all Meetings should be preserved
permanently.
Minutes can be inspected by any Member. The Auditor or Cost Auditor of the
company or Practicing Company Secretary appointed by the company can also
inspect the Minutes Book in the course of audit or certification.
Sub-paragraph 17.3 provides that where, under a scheme of arrangement, a
company has been merged or amalgamated with another company, the Minutes
of all Meetings of the transferor company should be preserved permanently by
the transferee company, notwithstanding the fact that the identify of the
transferor company may not survive such arrangement.
Sub-paragraph 17.4 provides that Office copies of Notice and supporting papers
relating to the Notice should be preserved in good order for as long as they
remain current or for ten years, whichever is later, and may be destroyed
thereafter, on the authority of the Board.
Distinction between report and minute
The main distinction between a report and a minute is this that the former
consists mainly of what was said whereas the latter consists chiefly of what was
done or agreed upon. Speeches and arguments given at General Meetings may
well be good material for a newspaper report but in case of minutes, resolutions
and decisions are the only proper material to be entered in them.
Secretary's Duties
The Secretary of the meeting should take necessary notes at each meeting and
thereafter draw the draft minutes and then have them vetted by the Chairman of
the meeting before entering them in the minute book. The Secretary should
ensure while doing so that the record made by him is absolutely impartial and
free from ambiguity and that an exact account of what actually had taken place in
the meeting and nothing more than that is minuted in the minute book. The
Secretary should also ensure that the minutes are sufficiently detailed and
complete in all respects so as to allow an absent member to properly understand
from the minutes what was actually done and agreed upon at the meeting.
DRAFT SPECIMEN MINUTES OF BOARD MEETINGS
Specimen/Agenda facilitating minutes writing
A form of agenda to be circulated with the notice of the Board of Directors'
Meeting which can be converted into minutes of the proceedings of the Board
Meeting may be in the following form:
Agenda for Board Meeting
Agenda for a meeting of the Board of Directors of RUSHABH MANAGEMENT &
INFOSYS LTD. to be held at the registered office of the company, at 301, Ashirwad
Comp, Anand - 388 001, on ….the, 2002 at …..a.m./p.m.
Directors :
Mr ……… Chairman
Mr ................
Mr ................
Mr ................
Mr ................
1. Confirmation of minutes
To confirm the minutes of the previous Board Meeting held on ............
2. Leave of absence
A letter dated the …….. 2002 from Mr …….. regretting his inability to attend the meeting
is to be placed on the table and leave of absence as prayed for is to be granted to him.
3. Register of contracts
Register of contracts (Part II) recording the Directors' interest pursuant to
section 301 read with section 299(3)(a) of the Companies Act, 1956 is to be
tabled.
Register of contracts (Part I) recording the Directors' interest in contracts
or arrangements pursuant to section 301 read with sections 297 and 299 (2)
of the Companies Act 1956 is to be tabled, perused and signed by the
Directors.
4. Renewal of general notice of interest
Renewal of general notice of interest under section 299(3)(b) of the
Companies Act received from the following Directors is to be tabled, read
and noted:
Mr .........................
Mr .........................
Mr .........................
Mr .........................
Mr .........................
Mr .........................
The Chairman is to sign the register of contracts (Part 11) in authentication of the
recording of the said 'notices.
5. Review of operation
Detailed report of the operation of the company during the month of .......... 2002
as submitted by the Managing Director is to be tabled, discussed and noted.
The Directors may express their satisfaction to the larger off-take of certain
products of the company due to sustained demand from the customers.
The Directors may also note with satisfaction the total orders received by the company
which up to the end of …….. 2002 aggregated to Rs …….. lakhs.
6. Consideration of final accounts
Draft of the profit and loss account for the year ending 2002 and the proforma of
balance-sheet as at …….. 2002 are to be tabled and perused.
7. Statement of debtors and creditors
Two statements showing the amounts receivable from the debtors and payable to
the creditors are to be tabled and discussed.
The Board is also to ratify the orders placed by the purchase sub-committee on
different suppliers during the month of …….. 2002 as per the statement placed
before the Board.
8. Capital expenditure
The following estimates for capital expenditure are to be tabled and sanction
accorded by the Managing Director for the total estimated expenditure of Rs.
15,00,000 is to be confirmed.
Capital
Description
Estimate No.
Amount
Rs.
Debitable
Head
21 of 2002 One Radial Drill 27,500
Plant &
with all fittings,
chucks etc.
22 of 2002 Field -operation
Machinery
A/c
30,000
Tools &
tools for site as per
the details attached
Tackles A/c
with the said estimate.
23 of 2002 Construction of
the new factory
building
24 of 2002 Electric installation for the new
factory building
11,00,000 Building
Factory
A/c. (Class at I)
3,42,500 Electric
installation
A/c.
including expenditure on new
power line.
9. Appointments
The Board is to note and confirm the following appointments made during the
months of February and March, 2002, by the Managing Director:
(a) Mr. ABC-Foreman, Processing Department, effective 15-2-2002.
(b) Mr. XYZ-Liaison and Public Relations Officer, effective 22-3-2002.
10. Confirmation of circular resolution
It is to be noted and confirmed that the following resolution was passed by the
Directors through circulation dated the 8th March, 2002:
"RESOLVED that the Site Project Administrator, Mr. BCD, stationed at …….. be and is
hereby authorised to sign all appointment letters for temporary staff getting a salary of
Rs. 250 per month or less on behalf of the company with immediate effect."
11. Financial position
The financial position of the company as at …….. 2002 …….. is to be noted as
under:
Cash in hand at the Head Office
...
Rs ……..
Cash in hand at Works No. (i) ...
Rs ……..
Cash in hand at No. (ii) ...
Rs ……..
Cash in hand at the Branch (a) ...
Rs ……..
Cash in hand at the Branch (b) ...
Rs ……..
Total Cash in hand ...
Rs ……..
Cash Credit Accounts with the A.B.C. Bank ... Rs ……..
Head Office (Dr. Balance) ...
Rs ……..
Branch (a)
(Dr. Balance) ...
Rs ……..
Branch (b)
(Dr. Balance) ...
Rs ……..
Total overdrawn from Bank
Net overdrawn balance ...
I.F.C. Term loan balance
Sundry Creditors
Total liabilities
Inventories
... Rs ……..
Rs ……..
...
...
...
...
Rs ……..
Rs ……..
Rs ……..
Rs ……..
Amount receivable (Sundry Debtors) ...
Other loans and advances ...
Rs ……..
Rs ……..
Total Current assets ...
Rs ....................
12. Next Board Meeting
Next Board meeting is to be tentatively fixed to be held on …….. 2002.
Sd/............. 2002
Chairman
Appointment of Chairman of the Meeting/Certificate of Incorporation/Appointment of
Directors/Fixation of FinancialYear/Situation of Registered Office/Certificate for
Commencement of Business/Adoption of common seal/Appointment of
Secretary/Procedure for recording Minutes/Appointment of Auditors/Banking
Accounts and its operation/Adoption of pre-incorporation and pre-operative
expenses/Next Board Meeting
AGENDA
A.B.C. Limited, Kanpur
Agenda for the First Meeting of the Board
of Directors of A.B.C. Limited to be held
on …….. at …….. hours.
Item No.
Contents
1. Appointment of chairman of the Meeting.
2. Leave of absence.
3. Certificate of Incorporation of the company.
4. Appointment of Directors.
5. Fixation of financial year of the company.
6. Situation of registered office of the company.
7. Certificate for commencement of business.
8. Adoption of common seal of the company.
9. Appointment of Secretary.
10.
Procedure for recording the minutes of the meeting of the
Board of Directors and General Body Meetings.
11. Appointment of Auditors.
12. Opening of banking account and procedure for its operation.,
13. Chairman of the Board to be the chairman of the General Meetings.
14. Approval of pre-incorporation and pre-operative expenses
incurred by the promoters.
15. Filing of statutory forms.
16. Maintenance of statutory Registers.
17. Next Board Meeting.
MINUTES
Minutes of the First Meeting of the Board of Directors of ABC Limited held at ……..
hours on …….. at …….. the registered office of the company.
Present
1. Shri XYZ
Chairman
2. Shri LMN Director
3. Shri SPM Director
4. Shri KMS Director
By invitation:
Shri BVM
General Manager
In Attendance
Shri RKM
Secretary
Item No. 1: Appointment of Chairman
Shri XYZ was elected as Chairman of the meeting for a period of three years w.e.f. 26th
June, 2002. In this connection the following resolution was passed: "RESOLVED that
Shri XYZ, a Director of the Company be and is hereby elected as Chairman of this
meeting of the Board of Directors for a term not exceeding three years effective from
26th June, 2002."
Shri XYZ, took the chair and welcomed the Directors to the first meeting of the
Board.
Item No. 2: Leave of Absence
Leave of absence was granted to Sarvashri RKK, MLB and VKG, Directors.
Item No. 3: Certificate of incorporation of the company.
The Board examined the Corporate Identification No. .... of 2002 dated 9th June, 2002
issued by the Registrar of Companies, U.P., Kanpur and ordered the Secretary to keep
them under his safe custody.
Item No. 4: Appointment of Directors.
The Board was informed that in accordance with the provisions contained in
section 254 of the Companies Act, 1956, the subscribers to the Memorandum of
Association shall be deemed to be the Directors of the Company. This was noted
by the Board. In this connection the following resolution was passed:
"RESOLVED that Sarvashri XYZ, LMN, RKK, VKG, KMS, MLB and SPM
who have subscribed their names to the Memorandum of Association of the
company shall be deemed to be Directors of the company."
Item No. 5: Fixation of financial year of the company.
On the suggestion of Shri SPM, Director, the Board of Directors decided that the
financial year of the Company be fixed from 1st April to 31st March and first
financial year may start with …….. and end on 31st March …….. being a period
of …….. months.
Item No. 6: Situation of registered office of the company.
Shri LMN, Director suggested that for the present the registered office of the
company be situated at No. 35, Mahatma Gandhi Road, Kanpur. In this
connection the following resolution were passed:
"RESOLVED that the registered office of the Company be located at No. 35,
Mahatma Gandhi Road, Kanpur and that the necessary return be filed with
the Registrar of Companies, U.P. Kanpur."
"RESOLVED FURTHER that the secretary of the Company be instructed to
file Form No. 18* with the Registrar of Companies, J.P. Kanpur."
Item No. 7: Certificate for commencement of business.
Shri LMN, Director informed that before the company could commence any
business it was necessary to obtain Certificate of commencement of business
from the Registrar of Companies, U.P., Kanpur. He further said that it was
necessary to file a statement in lieu of prospectus under section 70 of the
Companies Act, 1956, and a declaration under section 149(2)(c) of the Companies
Act, 1956, to the Registrar of Companies, U.P., Kanpur for obtaining the
Certificate for commencement of Business.
After some discussions, the following resolution was passed:
"RESOLVED that Shri LMN, a Director of the company be and is hereby
authorised to take all necessary steps for obtaining the Certificate for
commencement of business and to do all acts and things as may be
necessary in connection therewith and ancillary and incidental thereto."
Item No. 8: Adoption of common seal.
Shri LMN, Director placed before the meeting the facsimile of the common seal of
the company. The same was examined and approved by the Board. In this
connection the following resolution was passed:
"RESOLVED that the seal as per impression affixed in the margin of the
minutes and duly initialled by the Chairman be and is hereby approved and
adopted as the common seal of the company and the same be kept in the
safe custody of the Secretary."
Item No. 9: Appointment of secretary.
Shri LMN, Director informed the Board that on the basis of an open
advertisement and interview, the company has selected Shri RKM as the
Secretary of the company. He said that Shri RKM has joined the company
w.e.f …….. He stated that Shri RKM will be paid a consolidated remuneration of
Rs. 25,000/- p.m. and other benefits as per the rules of the company. The
appointment of Shri RKM as Secretary of the company was considered and
approved by the Board. In this connection the following resolution was passed:
"RESOLVED THAT Shri RKM, be and is hereby appointed as the Secretary
of the company with effect from
at a consolidated remuneration of Rs.
25,000/- p.m. and other benefits as per rules of the company."
Item No. 10: Procedure for recording the minutes of the meeting of the Board of
Directors and General Body Meetings.
The Board approved the procedure laid down under section 193 of the Companies
Act, 1956, for recording the minutes of the meeting of the Board of Directors and
those of General Body being followed. It was also decided that the minutes be
kept in a bound loose-leaf minutes book duly typed, stitched, serially numbered
and initialled by the Chairman of the meeting and every such bound loose-leaf
minutes book be bound after a certain period of time as may be decided by the
chairman.
Item No. 11: Appointment of Auditors.
Shri SPM, Director suggested that Messrs. KLM & Co. Chartered Accountants be
appointed as the First Auditors of the company. From the date of incorporation of
the company to the conclusion of the first Annual General Meeting of the
company and that they may be paid a fee of Rs. 75,000/- for auditing the accounts
of the company for the financial year 2002-2003 plus actual out-of-pocket
expenses incurred by them. The matter was discussed and the Board approved
the appointment of Messrs. KLM & Co., Chartered Accountants, as the First
Auditors of the company. In this connection the following resolutions were
passed:
"RESOLVED that the consent of the Board of Directors be and is hereby
given to the appointment of Messrs. KLM & Co., Chartered Accountants, as
First Auditors of the company to hold office from the date of incorporation
to the conclusion of the first Annual General meeting of the company at a
remuneration of Rs. 75000/- for auditing the Accounts of the company for
the financial year 2002-2003 plus reimbursement actual out-of-pocket
expenses.
RESOLVED FURTHER that the Secretary of the company be and is hereby
directed to give intimation of this appointment to the Auditors so appointed
within seven days of the date of the resolution."
Item No. 12: Opening of banking account and procedure for its operation.
It was suggested that a current banking account be opened in the name of ABC
Limited with the Bank of Baroda, Mahatma Gandhi Road, Kanpur and Shri SPM,
a Director of the company be authorised to operate the same. In this connection
the following resolution was passed:
"RESOLVED that a banking account in the name of the company be opened
with the Bank of Baroda, Mahatma Gandhi Road, Kanpur and that the said
Bank be and is hereby authorised to honour all cheques, bills of exchange,
promissory notes drawn, accepted and all negotiable instruments
whatsoever made on behalf of the company by Shri SMP, a Director of the
company and to act on any instructions so given relating to the account
whether the same be over-drawn or not or relating to the transactions of the
company."
Item No. 13: Board Chairman to be General Meeting Chairman.
The Chairman offered other members of the Board to place their views in the
matter of making the Chairman of the Board as the Chairman of all General
Meeting of the company that may be held hereafter and on all the directors being
of the same view as the Chairman it was unanimously "Resolved that the
Chairman of the Board shall be the Chairman of all General Meetings of the
company'
Item No. 14 : Adoption of pre-incorporation and pre-operative expenses incurred
by the promoters.
The statement showing the pre- incorporation and pre-operative expenses placed
before the Board was considered and the same was unanimously approved. The
following resolution was passed in this connection:
"RESOLVED that the liability for an amount of Rs. 25,96,800/- incurred
towards pre-incorporation expenses and Rs. 27,09,570/- estimated to be
incurred up to 31st March, 2002 by the promoters as set out in the
statements placed before the meeting and reproduced below be and is
hereby approved and accepted by the company:
i.
Statement of pre- incorporation expenses.
ii
Statement of pre-operative expenditure likely to be incurred up to 31st
March, 2002.
Item No. 15: Filing of Statutory Forms.
Secretary of the company was directed to file with the appropriate authorities statutory
forms and documents within stipulated time under the Companies Act, 1956 and under
other statutes whenever required.
Item No. 16: Maintenance of Statutory Registers
The secretary was instructed to buy and maintain all the Statutory Registers
required under the Companies Act, 1956 and to make necessary entries therein.
Item No. 17: Next Board Meeting
The next meeting of the Board will be held on …….. the …….. at the registered office
of the Company, at a.m./p.m.
Vote of Thanks
As there was no other business to be transacted, the meeting came to an end with
a vote of thanks to the chair.
(Signature)
Chairman
Minutes of Board Meeting
Minutes of the meeting of the Board of Directors of RUSHABH MANAGEMENT &
INFOSYS., held at the registered office of the company at 301, Ashirwad Comp,
Anand - 388 001, on ……..the …….. 2002 at …….. a.m./p.m.
Present:
Mr …….. Chairman
Mr ……..
Mr ……..
Mr ……..
Mr ……..
In attendance: Mr. BCD Secretary
1. Confirmation of minutes.- The minutes of the previous Board Meeting held on
the …….. 2002 having been circulated, were taken as read and the Chairman of
this meeting signed the same as fair and correct record were confirmed.
2. Leave of absence.- A letter dated the …….. 2002 from Mr …….. regretting his
inability to attend the meeting was placed on the table and leave of absence was
granted to him.
3. Register of contracts.- Register of contracts (Part II) recording the Directors'
interest pursuant to section 301 read with section 299(3)(a) of the Companies Act
1956 was tabled and register of contracts (Part 1) recording the Directors' interest
in contracts or arrangements pursuant to section 301 read with sections 277 and
299 (2) of the Companies Act 1956 was tabled, perused and signed by the
Directors.
4. Renewal of general notice of interest.- Renewal of general notice of interest
under section 299(3)(b) of the Companies Act received from the following
Directors as placed before the meeting was noted and recorded.
5. Review of operation.-Detailed report of the operation of the company during
the month of …….. 2002 as submitted by the Managing Director was tabled,
discussed and noted.
The Directors expressed their satisfaction to the larger off- take of certain
products of the company due to sustained demand from the customers.
The Directors also noted with satisfaction the total orders received by the
company which up to the end of …….. 2002 aggregated to Rs. …….. lakhs.
6. Consideration of final accounts.-The final accounts for the year ending ……..
2002 were tabled before the meeting for the consideration of the Board and the
notes thereon as required by Schedule VI of the Companies Act, 1956, were
considered and approved.
7. Statement of debtors and creditors.- Two statements showing the amounts
receivable from the debtors and payable to the creditors were tabled and perused
and the orders placed by the purchase sub-committee on different suppliers
during the month of …….. 2002, as per the statement placed before the Board
were ratified and recorded.
8. Capital expenditure.-The following estimates for capital expenditure
sanctioned by the Managing Director for the total estimated expenditure of Rs.
36,40,000/- were placed before the meeting and were confirmed.
Capital
Description
Estimate No.
21 of 2002
Amount
Rs.
Head
One Radial Drill 47,500
with all fittings,
22 of 2002
Debitable
Plant &
Machinery
chucks etc.
A/c -
Field operation tools
50,000
for site as per the
Tools &
Tackles A/c
details attached with
the said estimate.
23 of 2002
Construction of the 31,00,000
new factory building at
24 of 2002
Building
Factory
A/c. (Class I)
Electric installation 4,42,500 Electric
for the new factory
building including
installation
A/c.
expenditure on new
power line.
9. Appointments.- That the following appointments made during the months of
February and March, 2002, by the Managing Director were noted and confirmed:
(a) Mr. ABC-Foreman, Processing Department, effective 15-2-2002.
(b) Mr. XYZ-Liaison and Public Relations Officer, effective 22-3-2002.
10. Confirmation of the resolution by circulation.- It was noted and confirmed
that the following resolution was passed by the Directors through circulation,
dated the 8th March, 2002:
"RESOLVED that the Site Project Administrator, Mr. BCD, stationed …….. at be and is
hereby authorised to sign all appointment letters for temporary staff getting a salary of
Rs. 3000/- per month or less on behalf of the company with immediate effect."
11. Financial position.-The financial position Of the company as …….. at ……..
2002, as per the statement placed before the meeting, was considered and noted.
12. Next Board meeting.- The date of next Board Meeting was considered and it
was decided that the same would be held on 2002.
Sd/2002
Chairman
Confirmation of Minutes/Adoption of Common Seal/Industrial Licence/Recruitment of
Staff/Appointment ofn Financial and Technical Collaborators/Purchase of Land/Next
Board Meeting.
AGENDA
Agenda for the …….. Meeting of the Board of Directors of ABC Limited held on ……..
at …….. hours at …….. the registered office of the company.
Item No.
1.
2.
Contents
Leave of absence.
Confirmation of minutes of the
3.
Industrial licence.
Board Meeting.
4.
Recruitment of staff.
5.
Appointment of financial and technical collaborators.
6.
Purchase of land.
7.
Any other business with the permission of the Board.
8.
Next Board Meeting.
MINUTES
Minutes of the Meeting of the Board of Directors of ABC Limited held on ……..
2002 at 10-30 hours at the Registered Office of the company.
Present
1. Shri XYZ
Chairman
2. Shri LMN Director
3. Shri SPM Director
4. Shri MLB Director
5. Shri VKG Director
In attendance
Shri RKM Secretary
Item No. 1: Leave of Absence
Leave of absence was granted to Sarvashri RKK and KMS, Directors. Shri XYZ,
Chairman took the chair.
Item No. 2: Confirmation of minutes of the Board Meeting
The minutes of the meeting of the Board of Directors held on …….. which were
circulated earlier to all the Board Members were considered and confirmed.
Item No. 3 : Industrial licence
Shri LMN, Director informed the Board that the Ministry of Industry,
Government of India has granted to the company an industrial licence permitting
the company to establish a new industrial undertaking for the manufacture of
griding balls with an installed capacity of 70,000 tonnes per annum and graded
castings with an installed capacity of 70,000 tonnes per annum on single shift
basis. The industrial licence, placed on the table, was perused by the Board. After
some discussion the following resolution was passed:
"RESOLVED that the industrial licence No . …….. dated the ........ 2002 issued by the
Ministry of Industry, Government of India, in the name of the company, permitting the
company to establish a new under taking for the manufacture of griding balls with an
installed capacity of 70,000 tonnes per annum and graded castings with an installed
capacity of 70,000 tonnes per annum on single shift working basis as placed before the
meeting, be and is hereby noted and steps may be taken to establish a new industrial
undertaking for the purpose and the Secretary of the Company be instructed to do such
acts and deeds as may be necessary to esablish that of a new industrial undertaking.
Item No. 4: Recruitment of Staff
Shri LMN, Director mentioned that the company would be requiring some
qualified both technical and non-technical personnel to carry out the day-to- day
activities of the company. The requirement of staff, as per statement placed below
the Board, was considered and approved by the Board. In this connection the
Board Members expressed their views and there being a consensus in the matter
the following resolution was passed:
"RESOLVED that a recruitment committee consisting of Sarvashri LMN and
SPM be and is hereby constituted for recruitment of both technical and
non-technical personnel, as per statement placed before the Board, and that
its recommendation as to the placement of the personnel so recruited at the
appropriate job shall be final."
Item No. 5: Appointment of financial and technical collaborators
Shri LMN, Director placed before the Board a draft of the agreement to be
submitted to the Ministry of Industry, Government of India, for their approval to
the appointment of M/s. KRZ Inc. USA, as the financial and technical
collaborators of the company was perused by the Board. The matter was
discussed. After discussions, the Board authorised Shri MLB, Director of the
company to approach the Ministry of Industry for seeking their approval to the
agreement and to execute the same with the collaborators with such
modifications/alterations as may be suggested by the Ministry of Industry while
according their approval. The following resolutions were passed in this
connection:
"RESOLVED that Shri MLB, Director of the company be and is hereby
authorised to approach the Ministry of Industry for seeking their approval
to the agreement to be entered into by the company with M/s. KRZ, Inc.
USA the financial and technical collaborators of the company and to accept
the alterations/ modifications suggested by the Ministry in the agreement
while according their approval.
RESOLVED FURTHER that Shri MLB, Director be and is hereby also
authorised to execute the agreement with M/s. KRZ Inc. USA on behalf of
the company and to affix the common seal thereon in the presence of
Secretary of the company."
Item No. 6: Purchase of land
Shri LMN, Director informed the Board that the company has located a suitable
site for setting up the company's plant, measuring 10000 sq. mt. near Gurgaon.
The owner of the land is willing to sell the same to the company at a total price of
Rs. 60 lakhs. The site plan of the said plot of land placed before the Board was
perused by the Board. The matter was considered by the Board and the following
resolution was, passed in this connection:
"RESOLVED that Shri SPM, Director of the company be and is hereby
authorised to finalise the deal with the owner of the land at total value of Rs.
60 lakhs and arrange registration and mutation of the title to such land in
favour of the company."
Item No. 7 : Any other business with the permission of the Board
The Chairman stated that since there is some sudden replacement in the branch
office of the company at
the operating instructions given to the bank accounts
of the company need to be changed and as such the following resolutions to be
passed:
"RESOLVED that the operating instructions given to ..................Bank branch for
operating current bank account No …….. of the company by Mr …….. who was then the
branch manager of the company at the Board Meeting held …….. on …….. be revoked
and cancelled."
"RESOLVED FURTHER that Mr …….. who has now been appointed as the Branch
Manager of …….. branch of the company be and is hereby authorised to sign cheques
and give operating instruction on behalf of the company to .......... Bank
branch with
regard to the company's current Account No ……..with the said bank."
Item No. 8: Next Board Meeting
The next meeting of the Board will be held on …….. the …….. 2002 …….. at
the registered office of the company.
Vote of Thanks
There being no other business to be transacted the meeting ended with a vote of
thanks to the chair.
Date:
……..……..
CHAIRMAN
Minutes for confirmation of Minutes of last Board Meeting, Appointment of Cost
Auditor, Additional Director, Application for Project Finance to Financial
Institutions
AGENDA
Agenda of the …….. meeting of the Board of Directors of ABC Limited held
on ……..…….. 2002 at …….. hours at …….. the registered office of the company.
Item No.
Contents
1. Leave of absence.
2. Confirmation of Minutes of last Board Meeting.
3. Resolution by Circulation.
4.Appointment of Cost Auditor.
5. Appointment of Additional Director.
6.
Application for project Finance to Financial Institutions.
7.
Next Board Meeting.
Minutes of the …….. meeting of the Board of Directors of ABC Limited held on ……..
2002 at …….. hours at the registered office of the company.
Present
1. Shri X Y Z .............. Chairman
2. Shri L M N .............. Director
3. Shn"V K M .............. Director
4. Shri M L M .............. Director
In attendance
Shri SPM .............. Secretary
Item No. 1: Leave of absence
Leave of absence was granted to Sarva Shri RKM and KMS Directors who have
intimated their inability to attend the Board Meeting.
Item No. 2: Confirmation of the Minutes of last Board Meeting.
The Minutes of Board Meeting held on the draft of which was circulated to all the
Directors were confirmed and signed by the Chairman.
Item No. 3: Resolution by Circulation
The following resolution passed by the Directors by circulation was noted:
RESOLVED that the company do open a Current Banking Account of the
Company in the name and style of "ABC Limited Interim Dividend
2001-2002" with ................................................
(Name and address of the Bank)
and Shri ……..……..…….. Director and Shri ……..……..……..…….. Secretary be
and are hereby authorised to operate the said Bank Account jointly and
severally.
RESOLVED FURTHER that the said Bank be and is hereby authorised to
honour all dividend warrants drawn on the said Bank payable at all
branches of the Bank at …….. under the facsimile signature of Shri ……..……..
Managing Director of the Company.
RESOLVED FURTHER that the format of the warrants for interim
dividends to be distributed to the shareholders should have the Tax
deducted at source format inserted in them.
RESOLVED FURTHER that Shri ……..……..…….. Director and Shri ……..…….. Secretary
of the Company be are hereby authorised to revalidate the dividend warrants.
Item No. 4: Appointment of Cost Auditor
The Board was informed that the Central Government in terms of the provisions
contained in Section 233B of the Companies Act, 1956 has directed that audit of
Cost Accounts of the Company be carried for the year ended …….. on …….. by the
Cost Auditor to be appointed with the previous approval of the Central
Government. The following resolution was passed in this connection:
RESOLVED that pursuant to the directors conveyed by the Central
Government vide Order No …….. dated …….. for conducting audit of Cost
accounts of the company for the year ended on …….. Shri …….. Cost
Accountant in practice who has certified that appointment if made will be in
accordance with the provisions of Section 224(IB) of the Act be and is
hereby appointed as Cost Auditor subject to the approval of the Central
Government.
RESOLVED FURTHER that the payment of Rs ……..…….. as remuneration
be proposed for the Cost Auditor plus reimbursement of incidental
expenses that may be incurred by the Cost Auditor in conducting Cost Audit
of the Company.
RESOLVED FURTHER that the Secretary of the Company be and is hereby
authorised to make necessary application to the Central Government for
obtaining approval to the appointment as Shri …….. proposed to be
appointed as Cost Auditor.
Item No. 5: Appointment of Additional Director
The Board was informed that Shri ……..…….. is proposed to be appointed as Additional
Director of the company pursuant to the provisions contained in Section 260 of the
Companies Act, 1956 read with Article …….. of the Articles of Association of the
Company. The Board passed the following resolution:
RESOLVED that Shri …….. who has given his consent to act as a director of the company
be and is hereby appointed as an Additional Director.
RESOLVED FURTHER that the Secretary of the company be and is hereby
authorised to file necessary returns with the Registrar of Companies.
Item No. 6: Appointment for project Finance to Financial Institutions
The Board was informed that a detailed project report has since been prepared.
To finance the project Cost necessary applications will have to be made to the
financial institutions for financial assistance in the shape of long term loans and
underwriting of proposed public issue. The following resolution was passed by
the Board in this connection.
RESOLVED that Shri …….. Managing Director and Shri …….. Director of the
Company be and are hereby authorised to submit necessary applications to
the following financial institutions for financial assistance in the shape of
long-term loans to the tune of Rs …….. and underwriting of the public
issue of Rs …….. proposed to be made to the public and to do all such acts
and things as may be necessary in this regard.
Item No. 7: Next Board Meeting
The next Meeting of the Board of Directors will be held on .................... at
Meeting ended with a vote of thanks to the Chair.
Date ……..……..
The
CHAIRMAN
Leave of Absence/Confirmation of Minutes/Appointment of Managing
Director/Statement in lieu of prospectus/Statutory Report/Opening of Branch
Office/Next Board Meeting
AGENDA
Agenda for the
Item No.
1.
Meeting of the Board of Directors of ABC Limited held on …….. at ……..
hours at …….. the Registered Office of the company.
Contents
Leave of absence.
2.
Confirmation of minutes of the
Board Meeting.
3.
Appointment of Managing Director.
4.
Statement in lieu of prospectus.
5.
Approval of the Statutory Report.
6.
Opening of a branch office.
7.
Interest of director.
8.
Next Board Meeting.
MINUTES
Minutes of the …….. Meeting of the Board of Directors of ABC Limited held
on …….. at…….. hours at …….. the Registered Office of the company
Present
1................... Chairman
2 ……..……..
Director
Item No. 5 : Approval of the Statutory Report
The Board was informed by the chairman that the Statutory Meeting under
section 165 of the Companies Act, 1956, has to be held within six months from the
date the company was entitled to commence business. The draft of the Statutory
Report placed before the Board was approved. In this connection the following
resolutions were passed:
RESOLVED that subject to the approval of the shareholders pursuant to the
provisions of section 165 of the Companies Act, 1956, the draft of the
Statutory Report placed before the Board and duly initialled by the
Chairman for the purpose of identification be and is hereby approved.
RESOLVED FURTHER that the Statutory Report be certified as correct on
behalf of the Board by Shri …….. Managing Director and Shri …….. Director
of the company for submission to the company's Auditors for their report
thereon.
RESOLVED FURTHER that the Statutory Meeting of the share holders of the company
be convened on at the registered office of the company on …….. the …….. 2002, at ……..
hours.
RESOLVED FURTHER that the Secretary of the company be and is hereby
authorised to issue notice calling the Statutory Meeting of the shareholders
of the company and circulate the Statutory Report along with the notice of
the meeting to all the shareholders of the company and deliver a certified
copy of the Statutory Report to the Registrar of Companies forthwith after
sending copies thereof to the shareholders of the company for registration."
Item No. 6: Opening of a Branch Office
The Board was informed by the Managing Director that for sale of the company's
products, it was proposed to open a sales depot at Lucknow. It was stated that this
sales depot will cater to the needs of the people in and around Lucknow. The
matter was discussed and after some discussion the proposal of the company
-was approved. In this connection the following resolution was passed:
RESOLVED that the company do open a sales depot at Lucknow for the sale
of its products in and around Lucknow and Shri LMN, Director of die
company be and is hereby authorised to take all action as may be -necessary
in this regard."
Item No. 7 : Interest of Director
The secretary reported that Shri …….. Director of the company had given
formal notice that he is a director of Ltd. and a partner in the firm of and
should accordingly be regarded as interested in any contract with that
company or firm.
Item No. 8: Next Board Meeting
The next meeting of the Board will be held on …….. at the registered office of the
company.
Vote of Thanks
As there was no other business to be transacted the meeting ended with a vote of
thanks to the chair.
Date: ……..
CHAIRMAN …………
Minute for issue of Duplicate Share Certificates, Application for Permanent
Account Numbers, Sales Tax Registration, Public Issue of Shares, Closure of
Books, Next Board Meeting
AGENDA
Agenda of the …………. meeting of the Board of Directors of ABC Limited
held on ……… 2002 at ……… hours at ……… the registered office of the
company.
Item No.
Contents
1.
Leave of absence.
2.
Approval of Minutes of the Board Meeting held on
3.
Issue of duplicate share certificate on furnishing indemnity bond.
4.
Issue of Share Certificate.
5.
Permanent Account Number.
6.
Sales Tax Registration.
7.
Public issue of shares.
8.
Closure of books.
9.
Next Board Meeting.
Minutes of the ……… meeting of the Board of Directors of A B C Limited held on ………
2002 at ……… hours at ……… the registered office of the company.
Present
1. Shri X Y Z ....................
Chairman
2. Shri L M N ....................
Director
3. Shri V K M ....................
Director
4. Shri M L M ....................
Director
In attendance
Shri SPM ....................
Secretary
Item No. 1: Leave of absence
Leave of absence was granted to Sarva Shri RKM and KMS Directors who have
intimated their inability to attend the Board Meeting.
Item No. 2: Approval of Minutes of the Board Meeting held on
The Minutes of Board Meeting held on ……… the draft of which was circulated to all the
Directors were confirmed and signed by the Chairman.
Item No. 3: Issue of duplicate share certificate on furnishing indemnity bond
The Board was informed that Shri ……… holder of ……… equity shares of Rs. 10/- each
of the company bearing distinctive numbers from ……… to ……… has applied for issue of
duplicate share Certificates in lieu of the original certificates having been lost and has
furnished an indemnity bond for the same. The matter was considered by the Board
and the following resolutions was passed.
RESOLVED that approval of the Board of Directors be and is hereby
accorded to the issue of duplicate Share Certificates in lieu of the original
certificates reported as lost to Shri ……… who has furnished as indemnity
bond for the same.
RESOLVED FURTHER that the said duplicate share certificate be issued under the
Common Seal of the company to be affixed in the presence of Shri ……… Director and
Shri ……… Secretary of the company who shall sign the same in token thereof.
Item No. 4: Issue of Share Certificates
The Board was informed that as per particulars mentioned in the Register of
allotment, share certificates were to be issued to the persons concerned. The
Board passed the following resolutions:
RESOLVED that subject to the approval of the Stock Exchange the Board
hereby accords its approval to the issue of Share Certificates to the persons
as per particulars mentioned in the register of allotment placed before the
Meeting and initialled by the Chairman for purposes of identification.
RESOLVED FURTHER that the Share Certificates shall be signed by
Shri ……… Director and Shri ……… Director and Shri ……… Secretary as
authorised signatory and the common seal be affixed thereon in their
presence.
Item No. 5: Permanent Account Number
The Board noted that the Income-tax authorities have not so far allotted
Permanent Account Number to the Company. In this connection the following
resolution was passed:
RESOLVED that the Company do approach the Income-tax Officer
concerned for the allotment of Permanent Account Number to the Company
and the Secretary of the Company be and is hereby authorised to make
necessary application in this regard.
Item No. 6: Sales Tax Registration
The Board was informed that the Company is not registered with the Sales Tax
authorities under the Central Sales Tax Act. The following resolution was passed
in this connection:
RESOLVED that the company do approach the Sales Tax Authorities for
registration of the company under the Central Sales Tax Act and the
Secretary of the Company be and is hereby authorised to take necessary
action in this regard.
Item No. 7: Public Issue of Shares
The Board was informed that the Public Issue of shares of the Company has been closed
on ……… and that all necessary action is being taken for allotment of shares and
despatch of refund orders within the prescribed period of 78 days from the close of the
subscription list.
Item No. 8: Closure of Books
The Board noted that the Register of Members and Transfer books are required to
be closed in connection with the Annual General Meeting and payment of
dividend. In this connection the following resolution was passed:
RESOLVED that pursuant to Section 154 of the Companies Act, 1956, the
Register of Members and Transfer Books be closed from ……… to ………
(both days inclusive) to reckon the shareholders on the Register of
Members for the purposes of payment of dividend for the financial year
ended .........................
RESOLVED FURTHER that the Secretary of the Company be and is hereby
authorised to publish the notice under Section 154 of the Act for the
information of shareholders and also give notice to the Stock Exchange
regarding closure of the Register of Members.
Item No. 9: Next Board Meeting
The next Meeting of the Board of Directors will be held on .....................
at .........................
Vote of Thanks
The Meeting ended with a vote of thanks to the Chair.
Date ………
CHAIRMAN
Minute for opening of Bank Account, Authorisation to execute understanding for
import of raw material for Export Production, Appointment of Sole Selling Agent
variation of rights of members holding 15 redeemable cumulative preference shares
AGENDA
Agenda of the ……… meeting of the Board of Directors of A B C Limited held on ………
2002 at ……… hours at ……… the registered office of the company.
Item No.
1.
Contents
Leave of absence.
2. Confirmation of the minutes of last Board Meeting.
3. Opening of Current Account.
4.Authorisation to execute undertaking for import of raw material for
Export Production.
5. Appointment of Sole Selling Agent.
6.Variation of rights of members holding 15% redeemable cumulative
preference shares.
7. Next Board Meeting.
Minutes of the ……… meeting of the Board of Directors of A B C Limited held
on ……… 2002 at ……… hours at ……… the registered office of the company.
Present
1. Shri X Y Z ........................ Chairman
2. Shri L M N ........................ Director
3. Shri V K M ........................ Director
4. Shri M L M ........................ Director
In attendance
Shri SPM ........................ Secretary
Item No. 1: Leave of absence
Leave of absence was granted to Sarva Shri RKM and KMS Directors who have
intimated their inability to attend the Board Meeting.
Item No. 2: Confirmation of the Minutes of last Board Meeting
The Minutes of Board Meeting held on the draft of which was circulated to all the
Directors were confirmed and signed by the Chairman.
Item No. 3: Opening of Current Account
The proposal for opening of current Bank Account for receiving application for
shares from NRIs against reserve quota was considered by the Board and the
following resolution was passed:
RESOLVED that the Company do open a Current Bank Account with
(1) ………………………………
(2) ............................................
(3) ............................................
(Name and address of the Banks)
under the name and style of "A B C Limited Reservations for NRIs/OCBs/PIOs Equity
Issue" and the said Banks and their branches be and are hereby authorised to accept
applications for Equity shares of the company against the quota reserved for NRIs/
OCBs/PIOs and credit th( money so received to the said Account.
RESOLVED FURTHER that the said Banks and their Branches b( and are
hereby advised to ensure that the payments received alongwith application
forms from NRIs shall be out of remittance of convertible currencies or
out of drawings from FCNR Accounts maintained b, them in India and such
applications shall be in the coloured form.
RESOLVED FURTHER that the said Banks and their Branches be and are
hereby also advised that where payments received along with application
are not in convertible currencies, such applications shall not be in coloured
form and the amount received shall be credited in "A B C Limited Equity
issue".
Item No. 4: Authorisation to execute undertaking for import of raw materials for
export production
The Board was informed that the company has been granted Advance Import
Licence for import of raw materials duty free for export production for which an
undertaking is to be given. The matter was considered by the Board and the fe
lowing resolution was passed:
RESOLVED that in terms of the Advance Import Licence granted the company for
import of duty free raw-materials of ……… (quantity in tonnes) of the value of Rs ………
for its export production, the company hereby undertakes to export its finished
product of ……… (quantity in tonnes) valuing Rs ………(FOB) during a period of from
the date of receipt of import, raw-materials.
RESOLVED FURTHER that Shri ……… Managing Director and Shri ………
Secretary of the company be a is hereby authorised to execute the
undertaking in respect of the export obligation on behalf of the company in
favour of the President of India acting through ....... (give designation and
name of the office).
Item No. 5: Appointment of Sole Selling Agent
The Board was informed that the Company proposed to appoint
M/s.................................. as its sole selling agent for the Company's product for
Northern States. The said firm holds shares of the Company aggregating to more than
Rs. five lakhs and that in view of provisions of Section 294AA of the Companies Act,
1956, the Company having a paid up capital of Rs. 50 lakhs and more cannot appoint
any person as its sole selling agent without the approval of company in general meeting.
Previous approval of the Central Government also required as the Sole Selling Agent
proposed to be appointed hold substantial interest. (Substantial interest means holding
of shares of the company the aggregate amount of which exceeds Rs. five lakhs or five
percent of the paid up share capital). The matter was considered by the Board and the
following resolution was passed:
RESOLVED that subject to the approval of the company in general meeting and
the previous approval of the Central Government M/s……….who holds substantial
interest in the company be and are hereby appointed as the sole selling agents of
the company for the Northern States and the draft of the agreement placed on the
Table and initialled by the Chairman for purposes of identification be and is
hereby approved.
RESOLVED FURTHER that the approval to the said appointment of M/s……as
sole selling agent of the company be obtained by a Special Resolution at the
Annual General Meeting to be held on
RESOLVED FURTHER that the secretary of the company be and is hereby
authorised to make necessary application to the Central Government and enter
into the said agreement with the Sole Selling Agent on receipt of Central
Government approval.
Item No. 6: Variation of rights of members holding 15% redeemable cumulative
preference shares
The Board noted that due to poor results of the company the profits of the
company will be adversely affected and it is therefore considered necessary to
reduce the rate of dividend payable to the members holding 12% percent
redeemable cumulative preference shares from 12 percent to 10 percent per
annum. The following resolution was passed in this connection.
RESOLVED that in pursuance of the provisions contained in Section 106 of the
Companies Act, 1956 a Class Meeting of the members holding 12 percent redeemable
cumulative preference shares be called on ………(day) the…….(date) ….at ……(address)
at……(Time) to consider as special business for passing the following resolution as a
Special
Resolution.
RESOLVED that in pursuance of the provisions of Section 106 of the Companies
Act, 1956 and subject to such other approvals and sanctions as may be necessary,
class of members holding 11 percent redeemable cumulative preference shares
of Rs. 100/- each accord their approval to the Board of Directors of the company
to vary the rights attached to the shares by reducing the rate of dividends payable
from 11 percent for and from the financial year commencing from other rights,
however, remaining unaltered.
Item No. 7: Next Board Meeting
The next meeting of the Board of Directors will be held on .....................
at .........................
Vote of Thanks
The Meeting ended with a vote of thanks to the chair.
Date ……….
CHAIRMAN…………
Confirmation of Minutes/Adoption of Prospectus/ Terms of payment for the
Equity Shares/Form of Advertisement/Listing Agreement with Stock
Exchange/Opening of Subscription List/Draft Letter of Allotment/Next Board
Meeting.
AGENDA
Agenda for the ……Meeting of the Board of Directors of ABC Limited held
on…..at…..hours at……the
Registered Office of the company.
Item No.
1.
Contents
Confirmation of the minutes of
Meeting.
2. Adoption of prospectus for the Public Issue of 40,00,000 equity shares of Rs.
10/- each.
3.
Terms of payment for the equity shares offered for public subscription at par.
4.
Form of advertisement for the proposed Public Issue.
5.
Listing Agreement with the Stock Exchange.
6.
Opening of subscription List.
7.
Approval of draft of letter of allotment of shares.
8.
Next Board Meeting.
MINUTES
Minutes of …..Meeting of the Board of Directors of ABC Limited, Anand held
on …..the …….2002, at New Delhi.
Present
1. …………Chairman
2. …………Director
3. …………Director
4. …………Managing Director
In attendance Secretary
Item No. 1: Confirmation of the minutes of
meeting
The minutes of the ……meeting of the Board of Directors held at New Delhi were
read and it was resolved that they be confirmed.
Item No. 2 : Adoption of prospectus for the Public Issue of 60,00,000 Equity
Shares of Rs. 10/- each
The draft of the prospectus attached with the agenda note was perused by the
Board. The Managing Director explained the arrangements made in connection
with the issue of prospectus for the Public Issue of 60,00,000 equity shares of Rs.
10/- each for cash at par. It was stated that the company proposes to issue the
prospectus in the first week of October, 2002. The matter was discussed. In this
connection the following resolutions were passed:
"RESOLVED that the draft Prospectus with the annexure thereto as required
pursuant to the provisions of section 60 of the Companies Act, 1956, placed
before the Board and initialled by the Chairman for the purpose of identification,
be and is hereby approved and adopted as the Prospectus of the company for the
proposed Public Issue of 60,00,000 Equity Shares of Rs. 10/- each for cash at par
subject to the vetting of the Securities and Exchange Board of India.
RESOLVED FURTHER that the engrossment of the Draft of the Prospectus with
the annexure thereto as aforesaid be signed by all the Directors present at the
meeting and the same be also sent to the other Directors who are not present at
the meeting for their signatures.
RESOLVED FURTHER that M/s ……be and is hereby appointed as the Lead
Manager to the aforesaid issue.
RESOLVED FURTHER that M/s ….and M/s …..be and are hereby appointed as
Registrars to the aforesaid issue.
RESOLVED FURTHER that the secretary of the company be directed to send the
draft prospectus along with all the enclosures to
M/s ….the lead managers to the issue to be sent to the Securities and Exchange
Board of India for vetting of the prospectus.
RESOLVED FURTHER that the engrossment of the Prospectus having attached
thereto the documents required in terms of section 60 of the Companies Act, 1956,
when signed by the Directors be filed with the Registrar of Companies after it is
vetted by the Securities and Exchange Board of India.
RESOLVED FURTHER that Shri KRP, Secretary of the company be and is hereby
authorised to file the Prospectus with the said documents attached thereto with
the Registrar of Companies and to make, initial and sign any corrections etc.
thereto as he may deem necessary for the purpose.
RESOLVED FURTHER that the draft of the Power of Attorney to be issued in
favour of the Secretary for the purpose of registering the Prospectus and for
making corrections therein, if any, placed before the Board and initialled by the
Chairman of the meeting for purposes of identification, be and is hereby
approved.
RESOLVED FURTHER that the common seal of the company be affixed to the
engrossment of the said Power of Attorney by the Managing Director and the
Secretary of the company."
Item No. 3 : Terms of payment for the Equity Shares offered for public
subscription at par
The terms of payment in respect of the public issue as suggested by the Managing
Director were considered and approved by the Board. In this connection the
following resolution was passed:
"RESOLVED that the terms of payment in respect of the proposed public issue of
60,00,000 Equity Shares of Rs. 10/- each shall be as indicated here in below:
(i) on application
(ii) on allotment
Rs. 2.50 per share
Rs. 2.50 per share
(iii) The balance amount of Rs. 5.00 per share shall be made payable
in one call.
No calls shall be made payable earlier than two months after the date of allotment
of shares."
Item No. 4: Form of advertisement for the proposed Public Issue
The form of advertisement for the proposed public issue of 60,00,000 equity
shares of Rs. 10/each placed before the meeting and initialled by the Chairman
for purposes of identification, was perused and approved by the Board. In this
connection the following resolution was passed:
"RESOLVED that the draft text of advertisement as tabled and initialled by the
Chairman be and is hereby approved and that the Secretary of the company be
and is hereby authorised to arrange publication of such text in at least three
selected newspapers having circulation in the whole of India."
Item No. 5: Listing Agreement with the Stock Exchange
The Managing Director informed the Board that the Bombay and Delhi Stock
Exchanges have granted permission for listing and dealing in 60,00,000 equity shares
of Rs. 10/- being offered by the company to the public for subscription. The agreements
to be executed by the company with the Bombay and Delhi Stock Exchanges placed on
the table were perused and approved by the Board. In this connection the following
resolution was passed:
"RESOLVED that the agreement with the Bombay and Delhi Stock Exchanges in
connection with the listing and dealing in 60,00,000 equity shares of Rs. 10/each on the said Stock Exchanges be executed under the common seal of the
company in terms of article .................. of the Articles of Association of the
company in the presence of the Managing Director and the Secretary of the
company, who shall sign the same."
Item No. 6: Opening of subscription list
The Managing Director explained that pursuant to the provisions of sections 72
and 74 of the Companies Act, 1956, and the terms of the listing agreement with
the Bombay and Delhi Stock Exchanges, a company offering shares through a
prospectus cannot make allotment until the beginning of the 5th day after that on
which the prospectus is first so issued or such later time as may be specified in
the prospectus. The matter was discussed and the Board passed the following
resolution:
RESOLVED that the application list for subscription of 60,00,000 equity shares of Rs.
10/each will open on the commencement of banking hours on …..the……2002, and will
close at the close of the banking hours on…..the or earlier at the discretion of the
company but not before the close of the banking hours on .......... the ..............
Item No. 7 : Approval of draft of letter of allotment of shares
The draft of letter of allotment of shares to the public placed before the meeting
was considered and approved by the Board. In this connection the following
resolution was passed:
"RESOLVED that the draft letter of allotment for the issue of 60,00,000 equity shares
of Rs. 10/- as placed before the meeting and initialled by the Chairman for purposes of
identification, be and is hereby approved and that such allotment letter be issued to the
applicants under the common seal of the company which should be affixed on the
presence of Shri …..Managing Director and Shri ………Director and Shri……..Secretary
of the company who shall be the same."
Item No. 8: Next Board Meeting
The next meeting of the Board will be held on the date, time and place to be
decided in consultation with the Chairman and will be informed to the Board
Members in due course.
Vote of Thanks
There being no other business to be transacted the meeting ended with a vote of
thanks to the chair.
Date:
................................ CHAIRMAN ………….
Confirmation of Minutes/Acceptance of offer of Underwriting/Appointment of
Bankers/Brokers to the Issue/Allotment of Shares/Reimbursement of Expenses to
Directors/Fees on Registration of Documents/Next Board Meeting
AGENDA
Agenda for the
Meeting of the Board of Directors of ABC Limited held
on ……at…..hours at……the
Registered Office of the company.
Item No.
Contents
1.
Confirmation of the minutes of
Meeting.
2.
Acceptance of offer of underwriting of IDBI.
3.
Appointment of Bankers/Brokers to the Issue.
4.
Allotment of Shares.
5.
Reimbursement of expenses to Directors.
6.
Fees on registration of documents etc.
7.
Interest of Directors.
8.
Next Board Meeting.
MINUTES
Minutes of ……..Meeting of the Board of Directors of ABC
Limited, held on ……the …….2002, at New Delhi.
Present
1. ………… Chairman
2. ………… Director
3. ………… Director
4. ………… Managing Director
In attendance Secretary
Item No. 1: Confirmation of the minutes of
meeting
The minutes of the meeting of the Board of Directors held on ……at New Delhi
were read and it was resolved that they be confirmed.
Item No. 2: Acceptance of offer of underwriting of IDBI
The Managing Director informed the Board that the IDBI has agreed to underwrite our
proposed public issue to the extent of Rs. 175 lakhs in terms of their letter
No . ……dated …..The letter of the IDBI was perused by the Board. In
this connection the following resolution was passed.
"RESOLVED that the offer of the IDBI to underwrite 30,00,000 equity shares of Rs.
10/- each to be offered by the company to the public on the terms and conditions
embodied in the letter No ……dated …..of the IDBI be and is hereby accepted and that
the Managing Director of the company be and is hereby authorised to convey to the
IDBI the acceptance on behalf of the company of the said offer of underwriting and also
authorised to execute any documents with the IDBI in this regard and also to do all
such acts and things that may be necessary for the purpose."
Item No. 3 : Appointment of bankers/brokers to the Issue
The Managing Director informed the Board that many of the banks/brokers have
consented to act as bankers[brokers to the public issue made by the company. It
was stated that the company would appoint those banks who have agreed to
underwrite the issue at the rate of Rs. 10 lakhs. The list of the banks[brokers
placed before the Board was considered. The Board after discussions, passed the
following resolutions:
"RESOLVED that the bankers/brokers to the issue mentioned herein below be
and are hereby appointed as the bankers and brokers to the public issue:
Bankers:
1. State Bank of India
New Delhi
2. Bank of Baroda
Mumbai
3. Bank of India
Mumbai
Brokers:
1. Jalan & Company
New Delhi
2. C.L. Chokshi & Co.
Mumbai
3. Raj Kumar and Co.
Mumbai
RESOLVED FURTHER that brokerage at the rate of 1 % shall be paid to the
abovementioned bankers and the brokers to the issue in respect of allotment
made against applications procured by them provided that the relative forms of
applications bear their respective stamps in the brokers column.
RESOLVED FURTHER that brokerage at the same rate may also be paid in respect
of allotments made against applications bearing the stamp of any of the brokers
who is member of the recognised Stock Exchange in India."
Item No. 4: Allotment of shares
The Managing Director informed the Board that the company had received
applications for aggregate of 59,40,600 equity shares against offer of 60,00,000
equity shares. It was stated that the balance of equity shares be allotted to the
underwriters. The matter was discussed. In this connection the following resolutions were passed:
"RESOLVED that the statement showing the names, addresses and number of
shares applied for against the public offer of 60,00,000 equity shares of Rs. 10/each (on which Rs. 5/- is payable on application and allotment) submitted to the
meeting and for the purpose of identification, initialled by the Chairman, be and
is hereby approved and that each applicant for the shares pursuant to his/her
application be allotted the exact number of shares as applied for and that such
number of shares as hereby allotted be put in the column of the statement
provided for the purpose against such applicant, and that notice of such allotment
be communicated to the respective allottees.
RESOLVED FURTHER that the company having received total applications for
aggregate of 59,40,600 equity shares against offer of 60,00,000 equity shares,
the balance of
equity shares be and are hereby allotted to the following
underwriters as per the details mentioned below:
SI. No. Name and address
No. of Equity SharesAmount
1.
2.
3.
RESOLVED FURTHER that a call of Rs. 5/- per share be and is hereby made on
the aforesaid underwriters for the shares so allotted and that the said
underwriters be notified accordingly."
Item No. 5: Reimbursement of expenses to Directors
The Managing Director informed the Board that he has reimbursed a sum of Rs.
30,000/- to Shri RLM, Director towards travelling and out-of-pocket expenses for
attending the Board Meeting of the company held on ……at New Delhi. This was
approved by the Board. In this connection the following resolution was passed:
"RESOLVED that reimbursement of the sum of Rs. 30,000/- to Shri RLM,
Director of the company towards travelling and out-of-pocket expenses for
attending the Board Meeting of the company held on……by the Managing Director
be and is hereby approved."
Item No. 6: Fees on registration of documents etc.
The Managing Director informed that according to clause 8 of the Listing
Agreement entered into by the company with the Bombay Stock Exchange, the
company is not required to charge any fees on the registration of probate, letters
of administration, death certificates, power of attorneys etc. The matter was
discussed and the following resolutions were passed: ,
"RESOLVED that no fee be charged by the company for registration of probate,
letters of administration, death certificates relating to any member, certificate of
marriage and powers of attorney in relation to any matter submitted to the
company.
RESOLVED FURTHER that the article No …….of the Articles of Association of the
company conferring power on the company to charge fees in such events, be
suitably amended by calling a General Meeting of the shareholders in conformity
with clause 8 of the Listing Agreement entered into with the Bombay Stock
Exchange."
Item No. 7: Interest of Directors
The following directors give notice that either by reason of being a member or the
holder of an office, they had an interest in any contract made with any of the
companies shown below:
Name of Director Name of companies
AB
…………………………..
CD
…………………………..
EF
…………………………..
Shri …….Director gave notice that he was a partner in the firm of M/s…….and
accordingly had an interest in any contract made with that:
Item No. 8: Next Board Meeting
The next meeting of the Board of Directors will be held on ……at New Delhi.
Vote of Thanks
There being no other business to be transacted the meeting ended with a vote of
thanks to the chair.
Date: ..................CHAIRMAN…………..