CS Divyanshu Sahni
(Company Name) PRIVATE LIMITED
AGENDA
FOR THE FIRST BOARD MEETING
Date :
Day :
Time :
Venue : (Address)
Board Members:
- (Name of the Director) – Director
- ( Name of the Director) – Director
INDEX
| S. No. | Description | Page No. |
| 1. | Leave of Absence, if any | |
| 2. | To Elect the Chairman of the Meeting. | |
| 3. | To take note of Certificate of Incorporation issued by the Registrar of Companies. | |
| 4. | To Adopt the Common seal of the Company | |
| 5. | To consider for applying Permanent Account Number for the Company | |
| 6. | To take note of appointment of first directors. | |
| 7. | Taking note of the printing of new stationery and painting of new name plates as per the requirement of Section 12(3) of Companies Act, 2013. | |
| 8. | Taking note of the duties of Directors u/s 166 read with relevant rules of Companies Act, 2013. | |
| 9. | Taking note of general disclosure of interest of Directors in form MBP.1 under section 184(1) in the first board meeting of financial year. | |
| 10. | To Authorize Mr.( Name)of Keep Safe Custody Of Statutory Register | |
| 11. | To discuss about the uniform financial year and pass necessary board resolution for change in financial year, if necessary, as per provisions of Companies Act, 2013. | |
| 12. | To take note of the registered office of the Company. | |
| 13. | To appoint first auditors of the Company. | |
| 14. | To consider and approve the preliminary expenses incurred in connection with the Incorporation of the Company | |
| 15. | To consider and authorise for signing of various Forms and Returns in Electronic mode under digital signatures in future | |
| 16. | To authorize an officer of the Company to sign the contracts or any other document or proceedings requiring authentication by a Company as per Section 21 of Companies Act 2013. | |
| 17 | To Take note of the Promoter of the Company | |
| 18 | To consider for opening the current account of the company in I______________ Bank Limited | |
| 19 | To Register the Company under Shops & Establishment Act in the state of Delhi | |
| 20 | To consider and approve the format of the Share certificate of the Company | |
| 21 | Any other matter with the permission of Chairman |
ITEM: 1
LEAVE OF ABSENCE
Background
Name of Director(s) who have requested for grant of leave of absence will be put up before the Board.
Action Required
Board to grant leave of absence to director(s), who are unable to attend the meeting and have requested for the same.
ITEM: 2
ELECTION OF THE CHAIRMAN
Background
The Board has a power to elect the chairman of the meeting
Action Required
Mr. ______________ DIN: ____________ was elected as the chairman of the meeting and therefore he occupied the chair.
ITEM: 3
To take on record the Certificate of Incorporation of the Company.
Background
The Company has received the fresh certificate of incorporation consequent to the incorporation of the company from the Ministry of Corporate Affairs, Government of India dated January 6, 2016
Text of the Resolution(s)
The Certificate of Incorporation of the Company dated January 6. 2016(CIN: _________________) issued by the Registrar of Companies, NCT of Delhi & Haryana was placed on the table together with the printed copy of the Memorandum and Articles of Association of the Company, duly signed by the subscribers to the Memorandum, inter alia appointing the following persons as the First Directors of the Company:
- _________________________________
- _____________________________________
Action Required
Board to take note of the same.
ITEM: 4
To consider and adopt the common seal of the Company .
Background
The Chairman informed the Board that it is necessary to approve and adopt the common seal of the company and ensure its safe custody.
Text of the Resolution(s)
“RESOLVED that the proposed common seal of the company submitted to the meeting, be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of Mr. _______________ Director of the company.”
ITEM: 5
To consider for applying Permanent Account Number for the Company
Background
The Board was informed that it is necessary to apply Permanent Account Number for the company and the Directors of the Company.
Text of the Resolution(s)
“RESOLVED THAT an application be and is hereby filed for obtaining Permanent Account Number for the company under the provisions of Income Tax Act.
RESOLVED FURTHER THAT Mr. ____________________, Director of the Company, be and are hereby severally authorized to make application for applying Permanent Account Number for the Company and do such other acts and deeds as may be necessary in this regard.”
Action Required
The Board to authorise Mr. __________________ to take necessary action in this regard.
ITEM: 6
TO TAKE NOTE OF APPOINTMENT OF FIRST DIRECTOR
Background
The Chairman informed the Board that as per Clause 77 of the Articles of Association of the Company, Mr. __________________and Mr. ___________________ are being named as first Directors of the Company, constitute the Board of Directors in terms of the provisions of the Companies Act,2013. The copy of Form No. DIR-12 filed with the Registrar of Companies, Delhi and Haryana was also placed before the Board for perusal.
Text of the Resolution(s)
“RESOLVED THAT pursuant to the Clause 77 of the Articles of Association of the Company and E-Form DIR-12 filed with the Registrar of Companies, Delhi & Haryana, ___________and Mr. ________________constitute the first Directors of the Board of Directors of the Company from the date of incorporation of the Company till the conclusion of the first Annual General Meeting of the Company.”
Action Required
The Board to take note of the same and authorize Mr. __________________Director of the Company be and is hereby authorized to make necessary entries in the Register maintained for the purpose and to digitally sign and file E-form DIR-12 with the Registrar of Companies, Delhi & Haryana and to do such acts, deeds and things as may be considered necessary and appropriate to give effect to the above resolution.
ITEM: 7
TO TAKE NOTE OF THE PRINTING OF NEW STATIONERY AND NAME PLATES AS PER THE REQUIREMENT OF SECTION 12(3) COMPANIES ACT 2013:-
Background
The Chairman informed the Board that pursuant to provision of Section 12(3) of Companies Act, 2013 and rules thereof, there was requirement to print new stationary and print new name plate
Text of the Resolution(s)
“RESOLVED THAT the printed new Stationary and Name Plate made, as per requirement of Section 12(3) of Companies Act, 2013 and rules thereof be and is hereby noted.”
ITEM: 8
TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OF COMPANIES ACT 2013:-
Background
The Chairman placed before the Board the Duties required to be performed by Directors under Section 166 of Companies Act, 2013 and rules made there under.
Action Required
The Board discussed the matter and took note of the same.
ITEM: 9
TO TAKE NOTE OF DISCLOSURES U/S 184 OF THE COMPANIES ACT, 2013
Background
As per provisions of Section 184 of the Companies Act, 2013, the directors are required to make disclosures in form MBP 1 to the Company at the first board meeting in every financial year. The disclosures so made by the directors need to be placed before the Board for information.
Status Update
In compliance with the above requirements disclosures received from the directors for financial year 2016-17, if any, will be placed before the Board.
Action Required
The Board to take note of the same and authorise Mr.__________________ to make the entries in the statutory registers on their behalf.
ITEM: 10
TO AUTHORIZE MR._____________________TO KEEP IN CUSTODY THE STATUTORY REGISTERS;-
Background
The Chairman informed the Board that pursuant to provision of Section 88 & 92 of Companies Act, 2013 read with rule 3 of Companies (Management and Administration) Rules, 2014, there is need to authorize a person to keep in his/her safe custody the Statutory Registers
Text of the Resolution(s)
“RESOLVED THAT, pursuant to the provisions of section 88 & 92 of Companies Act, 2013 read with rule 3 of Companies (Management and Administration) Rules, 2014, Mr. ____________________ (DIN: ____________), Director of Company be and is hereby authorized to keep in custody the statutory registers at the registered office of the company and to update, maintain and convert the existing statutory registers into new format as prescribed in the Companies Act, 2013.”
ITEM: 11
To consider and approve the Accounting / Financial Year of the Company.
Background
As per Section 2(41) of the Companies Act, 2013, Where the Company is Incorporated on or after the 1st Day of January of the Year , the period ending on the 31st day of March of the following year ,in which the financial year of the company or body corporate is made up.
Status
The Chairman informed that the First Accounting / Financial Year of the Company is to be decided.
Text of the Resolution(s)
“RESOLVED THAT the First ‘Financial Year’ of the company be the period from the date of Incorporation of the company viz., 06th January, 2016 to 31st March, 2017, both days inclusive, and the second and subsequent `Financial Years’ of the Company be the period from 1st April to 31sTMarch in each year.”
ITEM: 12
To take note of the situation of the Registered Office of the Company.
Background
As per Section of the Companies Act, 2013, A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, The Company shall furnish to the Registrar verification of its registered office with in a period of 30 days of its incorporation
Status
The Board was informed that the Registered office of the Company is situated at _________________ as intimated to the Registrar of Companies, vide E-Form INC-29 filed at the time of Incorporation of the Company. The Board was also informed that the name and address of the company be engraved in legible character on all the letter heads, invoices, notices and all other official publications etc. Pursuant to section 12 of the Companies Act, 2013.
Action Required
Board is requested to review and take note of the same.
ITEM: 13
To consider and approve the appointment of the First Auditors of the Company.
Background
The Chairman informed the Board that it may consider and approve the appointment of the First Auditors of the company. He further informed the Board that it has been discussed with ______________________, and they have agreed to become first auditors of the company.
Text of the Resolution(s)
“RESOLVED THAT pursuant to the provision of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, ____________________, Chartered Accountants of (________), from whom written consent to act as first Auditor along with certificate pursuant to section 139(1) of the Companies Act, 2013, has been received, be and are hereby appointed as the first auditors of the company to hold office until the conclusion of the first annual general meeting of the company at a remuneration to be determined by the Board of directors of the company.
RESOLVED FURTHER THAT Mr___________________ Director of the company be and is hereby directed to give intimation of this appointment to the statutory authorities, if required, and to the Auditors so appointed.”
Action Required
The Board authorise Mr. __________________ to take necessary action in this regard.
ITEM: 14
To consider and approve the preliminary expenses incurred in connection with the Incorporation of the Company.
Background
The Chairman placed before the Board the details of Preliminary Expenses incurred for incorporation of the Company
Text of the Resolution(s)
“RESOLVED THAT the preliminary expenses incurred in connection with the Incorporation of the Company, as per statement placed before the board, be and is hereby approved.”
Action Required
The Board took note of the same
ITEM: 15
AUTHORIZATION TO FILE E-FORMS WITH MINISTRY OF CORPORATE AFFAIRS:-
Background
The Chairman informed the Board that under the Companies Act, 2013, various forms, returns and documents are required to be filed with Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Central government and/ or any other prescribed authority. For the purpose it was proposed to authorize Directors of the Company to obtain the necessary digital signature and sign/ e-file all the necessary forms, returns and documents.
Text of the Resolution(s)
“RESOLVED THAT the Board of Directors of the company do hereby authorize Mr.____________________DIN: _________________, Director of the Company be and are hereby authorized to sign, execute and arrange to e-file all necessary forms, returns and documents including agreements, receipt, undertakings, affidavits with the Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Central government and/ or any other prescribed authority, as may be required under various provisions of Companies Act, 2013 or any other enactment thereof for and on behalf of the Company, relating to all matters for the conduct of the Management and business of the Company.”
ITEM: 16
TO AUTHORIZE AN OFFICER OF THE COMPANY TO SIGN AS PER SECTION 21 OF COMPANIES ACT 2013
Background
The Chairman informed the Board that pursuant to provision of Section-21 read with rule 35 of Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) of the Companies Act, 2013, there is need to authorize a director to sign contracts made by or on behalf of the Company or any other document or proceeding requiring authentication by the Company.
Text of the Resolution(s)
“RESOLVED THAT pursuant to the provisions of section 21 and rules thereof (including any statutory modification(s) or re-enactment thereof for the time being in force) of the Companies Act, 2013 Mr. ___________________DIN: ________________be and is hereby authorized to sign the contracts made by or on behalf of the Company or any other document or proceeding requiring authentication by the Company.”
Action Required
The Board authorise Mr. ___________________ to take necessary action in this regard.
ITEM: 17
TO TAKE NOTE OF PROMOTERS OF COMPANY:
Background
The Chairman informed the Boards that pursuant to provisions of Section-2(69) of Companies Act, 2013 there is need to designate _______________________as Promoters of company.
Action Required
The Board discussed the matter and took note of the same.
ITEM: 18
To consider for opening of current account of the company in _______________Bank Limited
Text of the Resolution(s)
RESOLVED THAT a Current Banking Account in the name of the company be opened with ________________________________ at its _____________________ Branch and the said bank be instructed to honour Cheques, Bills of Exchange and any other negotiable instruments signed by Mr. and or By Mr. directors of Company either jointly or severally whose specimen Signature is appended below
| S. No. | Applicant Name | Designation | Signature Limit |
| 1. | |||
| 2. |
and that any of the aforesaid Directors may endorse on behalf of the company and present for collection to the credit of the aforesaid Bank Account all Cheques, Bills Of Exchange and any other Negotiable Instruments.”
Action Required
Board to take note of the same.
ITEM: 19
To Register the Company under Shops & Establishments Act in the State of Delhi
Text of the Resolution(s)
RESOLVED THAT consent of the Board of Directors be and is hereby accorded to apply for the registration of Company with appropriate Authorities under Shops & Establishments Act applicable in the state of Delhi and Mr._________________ Director of the company be and is hereby authorised, on behalf of the Company, to apply, liase and procure registration under the said act, from the concerned authority, in the name of _________________________________
RESOLVED FURTHER THAT Mr. ____________________Director of the Company of the Company be and is hereby also authorised, on behalf of the Company, to sign and submit all papers, applications and other related documents required to be filed in connection with registration of Company under Shops and Establishment Act and to deal with concerned authorities regarding any matter relating to registration of Company under Shops and Establishment Act and generally to do all such acts, deeds and things which are incidental in this regard.”
ITEM: 20
To consider and approve the format of the Share certificate of the Company
Background
A specimen Share Certificate to be issued to the subscribers of the Memorandum of Association of the Company was placed before the Board.
Text of the Resolution(s)
“RESOLVED THAT blank share certificates in accordance with the draft format and the relevant block engraving or facsimiles relating to the printing of such share certificate as placed before the Board be and are hereby approved, and the share certificates be printed and numbered consecutively.”
ITEM: 21
ANY OTHER ITEM
Board may take up any other matter with the permission of the Chairman.
Author Bio
Very helpful, useful, organized, well-prepared. I have two doubts: 1. What are the disclosures in item 9. 2 Is a registration under shop act needed for a private limited company
Many thanks!!
Very helpful, thanks Divyanshu
Its really a good ready reckoner for the beginner
as well as professional
If I remember correctly, the requirement of common seal is not mandatory after 2013, clarify.