Agenda For Board Meeting Required To Be Held Before Annual General Meeting For Private Limited Companies –SS-1
BACKGROUND:
In this article I am going to discuss about the Agenda of Board Meeting required to be held for following purposes: Like: Approval of Directors’ Report/ Annual Account and issue of Notice of AGM.
As we know that secretarial Standard on Board Meeting has been applicable from 1st July, 2015. On or after 1st July, 2015 all the Board Meeting will be held as per the SS-1 and Documentation should be as per SS-1.
There are many changes in the documentation because of applicability o SS-1. I am going to discuss the documentation part in this article. As mentioned in content of articles.
A. DRAFT NOTICE OF BOARD MEETING:
Provisions relating to Notice:
i. As per SS-1 Notice of Board Meeting must be issued at least 7 clear days before the Meeting.
ii. By fulfilling of certain compliances Meeting can be held at Shorter Notice.
iii. Below given draft notice is on the assumption that facility of video conferencing is not providing by the Company.
Draft Notice of Board Meeting:
Letter Head of Company
(Date of Issue of Notice)
NAME OF DIRECTORS
NOTICE FOR (No. of Board Meeting)/ (Financial Year) MEETING OF THE BOARD OF DIRECTORS OF (NAME OF COMPANY)
Dear Sir/ Ma’am,
Notice is hereby given that (No. of Meeting)/ (Financial Year) meeting of the Board of Directors of the Company shall be held as per the following schedule:
Date: (A Meeting may be convened at any time and place, on any day, excluding a National Holiday)
Day:
Time:
Venue: (Board Meeting can be held anywhere in the World)
The agenda along with notes of agenda and draft resolutions for the meeting are enclosed.
You are requested to make it convenient to attend the above meeting.
Please submit leave of absence in case you are not in a position to attend the meeting.
Please also provide updated MBP-1 if there is any change since the last MBP-1 provided and in case of no change therein, provide the declaration as per attached format.
Please acknowledge receipt of this notice.
For and on behalf of
(Name of Company)
(Name of Company Secretary/ Director)
Company Secretary/ Director
PAN/ DIN & Address of Director
B. DRAFT AGENDA OF BOARD MEETING:
Preparation of agenda is most important part to hold Board Meeting. Some items of agendas are constant and some varies according to the requirement of corporate. I am going to discuss the constant items and some common items (may or may not be in agenda depending upon the requirement) along with their relevance and origin. I am preparing the agenda items keeping in mind Private Limited Company.
Draft Agenda of Board Meeting:
AGENDA FOR THE (NO. OF BOARD MEETING)/ (FINANCIAL YEAR) MEETING OF BOARD OF DIRECTORS OF (NAME OF COMPANY) TO BE HELD ON (DAY OF MEETING), (DATE OF MEETING) AT (TIME OF MEETING) AT REGISTERED OFFICE/ ANY OTHER PLACE.
| 1 | Agenda Item |
| Elaboration | |
–
| S. No. | Particular of Agenda |
| 1. | Record of election, if any, of the Chairperson of the Meeting. |
| a. | The Chairman of the Company shall be the Chairman of the Board, if the Company doesn’t have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board. (Secretarial Standard- 1) |
| 2. | To grant leave of absence, if any. |
| a. | Check whether all the Directors are present, If anyone is absent, check whether leave of absence received or not. |
| 3. | To take note of minutes of the preceding Board Meeting |
| a. | Present before the Board, Minutes of preceding Board Meeting and take note of the same. If not signed by the Chairman of preceding Meeting then get it signed from the Chairman of this Meeting. |
| 4. | To take note of resolution passed by circulation since the last Meeting. |
| a. | If Company has passed any resolutions by Circulation since the last Meeting, then required to take note in this Board Meeting. |
| 5. | To authorize a person to record the proceedings. |
| a. | The Company secretary shall record the proceeding of the Meetings. Where there is no Company Secretary, any other person duly authorised by the Board shall record the proceeding. (Secretarial Standard-I – 7.3.1)
In case of private company having paid up share capital below Rs. 5 crore no need to appoint Company Secretary. |
| 6. | To authorize a Director to certify the signed minutes. |
| a. | A copy of the signed Minutes certified by any Director authorized by the Board shall be circulated to all Directors. Therefore, it is needed to authorize any director to certify the Signed Minutes. (Secretarial Standard-I – 7.6.4). |
| 7. | To take note of the notices of disclosure of Interest given by the Directors. |
| a. | Every Director, whenever there is any change in the disclosures already made, then at the first Board Meeting held after such change, discloses his concern or interest in any company or Companies etc. If there is no change then take a declaration of no change from every Director. [Section 184(1)] |
| b. | Above mentioned 7 Matters are Constant |
| 8. | To appraise the Board of Directors of applicability of SS-1 and SS-2 effective from July 1, 2015 |
| a. | Secretarial Standard came into force first time in the history of Indian Corporate Law. Therefore, this should be appraised to the Board of Directors for their understanding.
(Pass this resolution only if, this is the first Board Meeting after 1st July, 2015 or not taken note before this.) |
| 9. | To adopt the method for numbering of Board Meetings |
| Requirement of Numbering of Board Meeting came from the Secretarial Standard. Therefore method of numbering is to be approved by the Board of Directors.
(Pass this resolution only if, this is the first Board Meeting after 1st July, 2015 or not taken note before this.) |
|
| 10. | To approve draft annual accounts for the financial year ended 31st March 2015. |
| The Board of Directors’ of Company shall pass Board Resolution to Approve the Draft Annual Accounts and then send the signed Accounts to the Auditors for their signature.[Section 179(3) (g)] | |
| 11. | To approve auditors’ report for the financial year ended 31st March 2015. |
| After approval of Annual Account by Board of Directors company will send the same to auditors for their report. If auditor is present in the office at the time of approval of Annual Account then adjourn the meeting for a 15-30 minute and conduct adjourned meeting for below mentioned purposes. | |
| 12. | To consider the ratification of M/s (Statutory Auditor), Chartered Accountants as Statutory Auditors of the Company |
| As per the provisions of Section 139 in the Annual General Meeting held during last financial year auditor has been appointed for 5 years, subject to condition of ratification in every Annual General Meeting. Therefore, need to consider ratification of auditor subject to approval of shareholders in AGM. | |
| 13. | To approve Directors’ report for the financial year ended 31st March 2 |
| The Board of Directors’ of Company shall pass Board Resolution to Approve the Draft Directors’ Report after receiving of signed copy of Annual Accounts and Auditors’ Report.[Section 179(3) (g)] | |
| 14. | To Authorize Director of the Company to sign Annual Return of the Company for the F.Y. 2014-15 |
| Annual Return of Company must be signed by a director and Company Secretary, or where there is no Company Secretary, by a Company Secretary in Practice. In case of Small Company Annual return must be signed only by two Directors. [Section 92(1)] | |
| 15. | To Authorize Practicing Company Secretary of the Company to sign Annual Return of the Company for the F.Y. 2014-15 |
| Annual Return of Company should be signed by a director and Company Secretary, or where there is no Company Secretary, by a Company Secretary in Practice. [Section 92(1)] | |
| 16. | To consider issuance of Notice for calling of (No. of AGM) Annual General Meeting |
| As per provision of Section 96 Company need to hold AGM therefore, Board of Directors will approve the Draft Notice of Annual General Meeting and authorize a Director to issue Notice to Shareholders of the Company. |
C. DRAFT MINUTES OF BOARD MEETING:
After finalization of Agenda next major work is to record the recordings of the Minutes. Minutes are history- the history of the company, the history of the corporate sector and, in a vicarious manner, of the economy and the country.
No doubt, it is duty of the Companies Secretary to comply with the Secretarial Standard. The Company Secretary, in his role as minutes writer, needs to be aware of the onerous responsibility cast upon him, in as much as, every decision that is taken, including how and why it was taken will be cast in stone by his minuting. It is imperative for the Company.
PROVISIONS APPLICABLE FOR PREPARATION OF MINUTES
i. Section 118 of Companies Act, 2013 is relating to Minutes of Board Meeting and Committee Meeting.
ii. Rule- 25 of the Companies (Management and Administration) Rules, 2014.
iii. Secretarial Standard- I issued by ICSI include the provisions of Maintenance of Minutes.
Draft Minutes of Board Meeting:
MINUTES OF THE (NO. OF BOARD MEETING)/ (FINANCIAL YEAR) MEETING OF BOARD OF DIRECTORS OF THE (NAME OF COMPANY) HELD ON (DAY OF MEETING), (DATE OF MEETING) COMMENCED AT (TIME OF COMMENCEMENT OF MEETING) AND CONCLUDED AT (TIME OF CONCLUSION OF MEETING) AT REGISTERED OFFICE/ ANY OTHER PLACE.
The following(s) were present:
Name Designation
Name of Chairman Director
Name of Director
(Name of Directors shall be written in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair) Secretarial Standard-1 (7.2.1.3)
| 1 | Item |
| Elaboration/ Resolution | |
–
| ITEM NO.1: | TO ELECT THE CHAIRPERSON OF THE MEETING:-
(In case of there no Chairman of the Board) |
| Mr. (Name of Director) (DIN: ___________), was appointed as Chairman of the meeting and therefore he occupied the Chair. | |
| ITEM NO.2: | TO GRANT LEAVE OF ABSENCE, IF ANY:-
(Assuming one director is not present) |
| The Chairman informed the Board that Mr. (Name of Director) (DIN: ____________), Director of the Company, had conveyed his inability to attend the meeting because of his pre-occupation, the board granted leave of absence to him. | |
| ITEM NO.3: | TO RECORD PRESENCE OF QUORUM:- |
| All the Directors except M Mr. (Name of Director) (DIN: ____________), were present therefore requirement of adequate quorum as per Section 174 was fulfilled and the meeting was started. | |
| ITEM NO.4: | MODE OF ATTENDANCE OF DIRECTORS:-
(assuming video conferencing facility was not provided) |
| All Directors were present physically. | |
| ITEM NO.4: | MODE OF ATTENDANCE OF DIRECTORS:-
(assuming video conferencing facility was provided) |
| All the Directors were present physically except Mr. (Name of Director), (DIN :___________). Mr. (Name of Director), (DIN :___________) participated through electronic mode from (Location from where he attend). | |
| ITEM NO.5: | TO TAKE NOTE OF THE MINUTES OF THE PRECEDING MEETING/ COMMITTEE MEETING:-
(assuming signed by the Chairman of Preceding Board Meeting) |
| The minutes of the previous Board Meeting were placed before the Board and hereby noted by the Chairman. | |
| ITEM NO.6: | TO TAKE NOTE OF INTEREST OF DIRECTOR, IF ANY IN ANY RESOLUTION:
(assuming all the Directors were disinterested) |
| All the present Directors were disinterested in all the resolution mentioned in agenda items. | |
| ITEM NO.7: | TO AUTHORIZE A PERSON TO RECORD THE PROCEEDINGS:- |
| Reference to clause 7.3.1 of Secretarial Standards on Meeting of Board of Directors, (SS-1) the minutes shall contain a fair and correct summary of the proceedings of the Meeting. For this purpose a person is to be authorized to record the proceedings of the meeting.
After discussion the following resolution was passed unanimously. “RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director of the Company be and is hereby authorized to record the proceedings of the meeting in compliance of clause 7.3.1 of Secretarial Standards on Meeting of Board of Directors, (SS-1).” |
|
| ITEM NO.8: | TO AUTHORIZE A DIRECTOR TO CERTIFY THE SIGNED MINUTES:- |
| Reference to clause 7.6.4 of Secretarial Standards on Meeting of Board of Directors, (SS-1) the minutes once signed by the Chairperson, shall be circulated to all Directors within 15 days after these are signed. For this purpose a Director is to be authorized to certify the copy of the signed minutes.
After discussion the following resolution was passed unanimously. “RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director of the Company be and is hereby authorized to certify the copy of signed minutes for the purpose of circulation to Directors of the Company in compliance of clause 7.6.4 of Secretarial Standards on Meeting of Board of Directors, (SS-1).” |
|
| ITEM NO.9: | TO TAKE NOTE OF THE NOTICES OF DISCLOSURE OF INTEREST GIVEN BY THE DIRECTORS:
(assuming there is no change in interest of director from the disclosure give earlier) |
| The Chairman was informed that pursuant to provision of section 184(1) of the Companies Act 2013, every Director is required to disclose his/her interest in other concerns in specified form MBP-1. In this respect, the Chairperson informed the Board that there is no change in interest of Directors, disclosure in form MBP-1 already received from them.
The Board took note of the same. |
|
| ITEM NO.10: | TO APPRAISE THE BOARD OF DIRECTORS OF APPLICABILITY OF SS-1 AND SS-2 WITH EFFECT FROM 1ST JULY 2015:
(assuming this is first Board Meeting after 30th June, 2015) |
| The Chairman placed before the Board copy of Secretarial Standard I and II recommended by Institute of Company Secretary and approved by Ministry of Corporate affairs as on April 23, 2015 for conducting the Meetings of Board of Directors and Shareholders respectively. The Chairman informed the Board that on or after 1st July, 2015 all the meetings will be conducted considering the compliance of Companies Act, 2013 along with these Secretarial Standards.
The Board read the same and took note of the same |
|
| ITEM NO.11: | TO APPROVE THE METHOD FOR NUMBERING OF BOARD MEETINGS:
(assuming this is first Board Meeting after 30th June, 2015) |
| The Chairman informed the Board that as per Secretarial Standard- I issued by ICSI, there is need to number the minutes of the Board Meeting. Therefore, minutes of Company will be numbering by mentioning the No. of Meeting/Financial Year (e.g. for first Meeting of Financial year 2015-16 will be like 1/15-16).
The Board took note of the same. |
|
| ITEM NO.12: | TO APPROVE THE DRAFT ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015.
(assuming auditors are present in the Office) |
| The Chairman placed before the Board, Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the financial year ended 31st March, 2015 together with accounting policies and notes forming part of the accounts for approval of the Board and their comments thereon. The Board noted the contents of the Balance Sheet and Statement of Profit & Loss and Cash Flow Statement for the said year and after due deliberation and discussion passed the following resolution unanimously:-
“RESOLVED THAT the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2015 together with accounting policies and notes forming part of the accounts be and are hereby approved and that Mr. (Name of Director) (DIN: __________) and Mr. (Name of Director) (DIN: __________), Directors of the Company be and are hereby authorized to sign the same and the said accounts be submitted to the auditors for their report thereon.” Thereafter the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2015 together with accounting policies and notes forming part of the accounts were forwarded to M/s (Name of Statutory Auditor Firm), Chartered Accountants, to sign the same and for their report thereon. At this stage, the Meeting was adjourned and resumed after some time after receipt of the Auditors Report. |
|
| ITEM NO.13: | TO APPROVE AUDITORS’ REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015. |
| The Auditors’ Report to shareholders on the accounts of the Company for the year ended 31st March, 2015 was placed at the Meeting. The Directors discussed the observations made by the Auditors in their report. In their opinion the Report needed no comments and clarifications as it was self explanatory.
Thereafter the following resolution was passed by the Directors: “RESOLVED THAT the Auditors’ Report to the shareholders on the accounts for the year ended 31st March, 2015 be and is hereby approved.” |
|
| ITEM NO.14: | TO CONSIDER THE RATIFICATION OF M/S (NAME OF FIRM), CHARTERED ACCOUNTANTS AS STATUTORY AUDITORS OF THE COMPANY.
(assuming last year Auditor appointed for 5 years) |
| The Chairman informed that M/s (Name of Statutory Auditor Firm), Chartered Accountants, (FRN-___________________) were appointed by the shareholders at the (No. Of last Annual General Meeting) Annual General Meeting to hold office until the conclusion of the (Five years from last Annual General Meeting) Annual General Meeting subject to ratification by shareholders at each Annual General Meeting. He further informed that Company has obtained from the Auditors, a certificate as required under Section 139 of the Companies Act, 2013 to the effect that they are eligible to continue as statutory auditor of the Company. The Board considered the matter and thereafter decided that the ratification of the above named Auditors be recommended to the shareholders at the forthcoming Annual General Meeting.
After discussions the following resolution was passed unanimously: “RESOLVED THAT subject to approval of shareholders at their forthcoming Annual General Meeting, M/s (Name of Statutory Auditor Firm), Chartered Accountants, (FRN-___________________) from whom certificate pursuant to section 139 of the Companies Act, 2013 has been received be and hereby ratified to continue as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at a remuneration to be mutually decided.” |
|
| ITEM NO.15: | TO APPROVE DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015:- |
| The Chairman placed before the Board of Directors the Directors’ Report of the Company for the year ended 31st March, 2015. The Board noted the same and passed the following resolution:
“RESOLVED THAT the Directors’ Report for the year ended 31st March, 2015 as submitted before the Meeting be and is hereby approved and the same be signed on behalf of the Directors by Mr. (Name of Director) (DIN: ______________), Chairman of the Meeting.” |
|
| ITEM NO.16: | TO AUTHORIZE MR. (NAME OF DIRECTOR) DIN: ___________ OF THE COMPANY TO SIGN ANNUAL RETURN:-
(assuming as non- Small Company and having no Company Secretary) |
|
The Chairman informed the Board that for signing of Annual Return for the financial year ended 31st March, 2015 and filing the necessary forms with the Registrar of Companies. Authorization has to be given to Director of the Company. The Board took note of the same and passed the following resolution: “RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director be and is hereby authorized to sign the Annual Return of the Company for the financial year ended 31st March, 2015 and file the necessary forms with the Registrar of Companies.” |
|
| ITEM NO.16: |
TO AUTHORIZE DIRECTORS OF THE COMPANY TO SIGN ANNUAL RETURN:- (assuming as Small Company) |
|
The Chairperson informed the Board that for signing of Annual Return for the financial year ended 31st March, 2015 and filing the necessary forms with the Registrar of Companies. Authorization has to be given to Directors of the Company. The Board took note of the same and passed the following resolution: “RESOLVED THAT Mr. (Name of Director) (DIN: _________), and Mr. (Name of Director) (DIN: _________),, Directors be and are hereby authorized to sign the Annual Return of the Company for the financial year ended 31st March, 2015 and file the necessary forms with the Registrar of Companies.” |
|
| ITEM NO.17: |
TO AUTHORIZE (NAME OF COMPANY SECRETARY) (COP: _______) PRACTICING COMPANY SECRETARY TO SIGN ANNUAL RETURN:- (assuming as non- Small Company and having no Company Secretary) |
|
The Chairman informed the Board that for the F.Y. 2014-15 Annual Return required to be sign by the Practicing Company Secretary. For this purpose it was proposed to appoint M/s (Name of Company Secretary Firm), (COP: ________) Practicing Company Secretary to sign Annual Return of the Company. The Board took note of the same and passed the following resolution: “RESOLVED THAT the Board of Directors be and is hereby engage M/s (Name of Company Secretary Firm), (COP: ________) Practicing Company Secretary to sign the Annual Return of the Company for the financial year ended 31st March, 2015.” |
|
| ITEM NO.18: | NOTICE CONVENING THE (NO. OF ANNUAL MEETING) ANNUAL GENERAL MEETING:- |
| The Chairman informed the Board that there is need to hold (No. of AGM) Annual General Meeting of the Company. The Chairman then placed before the Board a draft Notice dated (Date of issue of Notice of AGM) for convening the Annual General Meeting of the Company on (Date of AGM) at registered office of the Company at (Address of Registered Office) at (Time of AGM) After due consideration and deliberation, the Board passed the following resolution:
“RESOLVED THAT (No. of AGM) Annual General Meeting of the Company be convened on (Day of AGM), (Date of AGM) at (Time of AGM) at the Registered Office of the Company at (Address of Registered Office)to transact the businesses mentioned in the Draft Notice as placed before the Board. FURTHER RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director of the Company be and is hereby authorized to issue the notice to all the Directors, Shareholders and Auditors of the Company in this regard.” |
|
| VOTE OF THANKS | |
| There being no other business to transact, the meeting concluded at (Time of conclusion of Meeting) with a vote of thanks to the Chair. | |
Place: (Place of signing of Minutes) (Name of Chairman)
Date: (Date of Signing of Minutes) (Chairman)
D. DRAFT ATTENDANCE SHEET OF BOARD MEETING:
Attendance sheet will be signed by the Director present in the meeting (at the time of commencement of Meeting and at the time of conclusion of Meeting).
Draft Attendance sheet of Board Meeting:
ATTENDANCE SHEET OF (NO. OF BOARD MEETING)/ (FINANCIAL YEAR) MEETING OF BOARD OF DIRECTORS OF THE (NAME OF COMPANY) HELD ON (DAY OF MEETING), (DATE OF MEETING) COMMENCED AT (TIME OF COMMENCEMENT OF MEETING) AND CONCLUDED AT (TIME OF CONCLUSION OF MEETING) AT REGISTERED OFFICE/ ANY OTHER PLACE.
| S. No | Name | Signature
(At the Commencement of the Meeting) |
Signature
(At the Closure of the Meeting) |
| 1. | Name of Director | ||
| 2. | Name of Director | ||
| 3. | Name of Director | Leave of Absence | Leave of Absence |
E. DRAFT AGENDA OF BOARD MEETING:
As per Secretarial Standard 1 Company needs to give Notes to Agenda to the Directors at least 7 clear days before the Board Meeting (Except in case of Board Meeting held on Shorter Notice). Each item of business requiring approval at the Meeting shall be supported by a note
Note of Agenda shall include the following:
i. Details of the proposal.
ii. Relevant material facts that enable the Directors to understand the meaning.
iii. Scope and implications of the proposal.
iv. The nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed
Draft Notes to Agenda:
| AGENDA ITEM NO. | PARTICULAR OF NOTES |
| Item No. 5 | As per clause 7.3.1 of Secretarial Standards on Meeting of Board of Directors, (SS-1) the minutes shall contain a fair and correct summary of the proceedings of the Meeting. For this purpose a person is to be authorized to record the proceedings of the meeting. |
| Item No. 6 | As per clause 7.6.4 of Secretarial Standards on Meeting of Board of Directors, (SS-1) the minutes once signed by the Chairperson, shall be circulated to all Directors within 15 days after these are signed. For this purpose a Director is to be authorized to certify the copy of the signed minutes. |
| Item No. 7 | Pursuant to provision of section 184(1) of the Companies Act, 2013, every Director is required to disclose changes, if any, in respect of his/her interest in other companies or concerns, since the last disclosure and the same is needed to be noted. |
| Item No. 8 | As per the provisions of Section 118(10) of Companies Act, 2013 the Ministry of Corporate Affairs has notified SS-1 and SS-2 which are applicable w.e.f. 01.07.2015. The Board needs to be appraised of the main provisions of SS-1 and SS-2 |
| Item No. 9 | In pursuance of Clause No. 1.2.1 of the SS-1, the meeting of the Board of Directors is required to be numbered and the method of the numbering is being suggested as follow: “number of Meeting /financial year”. |
| Item No. 10 | As per provisions of Section 179(3)(g) of the Companies Act, 2013 the Board of Directors needs to approve draft annual Account for the financial year ended 31.03.2015, which needs to be submitted to auditor for finalization of their report |
| Item No. 12 | M/s (Name of Statutory Auditor Firm), Chartered Accountants, (FRN-__________) were appointed by the shareholders at the (No. of last AGM) Annual General Meeting to hold office until the conclusion of the (5 year from the last AGM) Annual General Meeting subject to ratification by shareholders at each Annual General Meeting. Company has obtained from the Auditors, a certificate as required under Section 139 of the Companies Act, 2013 to the effect that they are eligible to continue as statutory auditor of the Company. The Board may consider and recommend the ratification of M/s (Name of Statutory Auditor Firm), Chartered Accountants, to continue as Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company |
| Item No. 13 | As per provisions of Section 179(3)(g) of the Companies Act, 2013 Directors’ Report for the F. Y. ended 31.03.2015 is to be approved by the Board and to be signed by the Chairperson of the Meeting |
| Item No. 14 | As per provisions of Section 92 of the Companies Act, 2013 there is need to authorize Directors of the Company for signing of Annual Return for the financial year ended 31st March, 2015. |
| Item No. 15 | As per provisions of Section 92 of the Companies Act, 2013 there is need to authorize Company Secretary in Practice for signing of Annual Return for the financial year ended 31st March, 2015. |
| Item No. 16 | As per provisions of Section 96, of Companies Act, 2013 the Company needs to hold Annual General Meeting in every financial year. |
F. DRAFT RESOLUTION AS PART OF AGENDA OF BOARD MEETING:
***Where approval by means of a Resolution is required, the draft of such Resolution shall be either set out in the note or placed at the Meeting.
Draft Resolution with Agenda:
| DRAFT RESOLUTION FOR – BOARD MEETING (NO. OF BM/F.Y.) – (DATE OF BOARD MEETING) | |
| AGENDA ITEM NO. | PARTICULAR OF DRAFT RESOLUTION |
| ITEM NO.7: | TO AUTHORIZE A PERSON TO RECORD THE PROCEEDINGS:- |
| “RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director of the Company be and is hereby authorized to record the proceedings of the meeting in compliance of clause 7.3.1 of Secretarial Standards on Meeting of Board of Directors, (SS-1).” | |
| ITEM NO.8: | TO AUTHORIZE A DIRECTOR TO CERTIFY THE SIGNED MINUTES:- |
| “RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director of the Company be and is hereby authorized to certify the copy of signed minutes for the purpose of circulation to Directors of the Company in compliance of clause 7.6.4 of Secretarial Standards on Meeting of Board of Directors, (SS-1).” | |
| ITEM NO.12: | TO APPROVE THE DRAFT ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015.
(assuming auditors are present in the Office) |
| “RESOLVED THAT the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2015 together with accounting policies and notes forming part of the accounts be and are hereby approved and that Mr. (Name of Director) (DIN: __________) and Mr. (Name of Director) (DIN: __________), Directors of the Company be and are hereby authorized to sign the same and the said accounts be submitted to the auditors for their report thereon.” | |
| ITEM NO.13: | TO APPROVE AUDITORS’ REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015. |
| “RESOLVED THAT the Auditors’ Report to the shareholders on the accounts for the year ended 31st March, 2015 be and is hereby approved.” | |
| ITEM NO.14: | TO CONSIDER THE RATIFICATION OF M/S (Name of Firm), CHARTERED ACCOUNTANTS AS STATUTORY AUDITORS OF THE COMPANY.
(assuming last year Auditor appointed for 5 years) |
| “RESOLVED THAT subject to approval of shareholders at their forthcoming Annual General Meeting, M M/s (Name of Statutory Auditor Firm), Chartered Accountants, (FRN-___________________) from whom certificate pursuant to section 139 of the Companies Act, 2013 has been received be and hereby ratified to continue as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at a remuneration to be mutually decided.” | |
| ITEM NO.15: | TO APPROVE DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015:- |
| “RESOLVED THAT the Directors’ Report for the year ended 31st March, 2015 as submitted before the Meeting be and is hereby approved and the same be signed on behalf of the Directors by Mr. (Name of Director) (DIN: ______________), Chairman of the Meeting.” | |
| ITEM NO.16: | TO AUTHORIZE MR. (NAME OF DIRECTOR) DIN: ___________ OF THE COMPANY TO SIGN ANNUAL RETURN:-
(assuming as non- Small Company and having no Company Secretary) |
| “RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director be and is hereby authorized to sign the Annual Return of the Company for the financial year ended 31st March, 2015 and file the necessary forms with the Registrar of Companies.” | |
| ITEM NO.16: | TO AUTHORIZE DIRECTORS OF THE COMPANY TO SIGN ANNUAL RETURN:-
(assuming as Small Company) |
| “RESOLVED THAT Mr. (Name of Director) (DIN: _________), and Mr. (Name of Director) (DIN: _________),, Directors be and are hereby authorized to sign the Annual Return of the Company for the financial year ended 31st March, 2015 and file the necessary forms with the Registrar of Companies.” | |
| ITEM NO.17: | TO AUTHORIZE (NAME OF COMPANY SECRETARY) (COP: _______) PRACTICING COMPANY SECRETARY TO SIGN ANNUAL RETURN:-
(assuming as non- Small Company and having no Company Secretary) |
| “RESOLVED THAT the Board of Directors be and is hereby engage M/s (Name of Company Secretary Firm), (COP: ________) Practicing Company Secretary to sign the Annual Return of the Company for the financial year ended 31st March, 2015.” | |
| ITEM NO.18: | NOTICE CONVENING THE (NO. OF ANNUAL MEETING) ANNUAL GENERAL MEETING:- |
| “RESOLVED THAT (No. of AGM) Annual General Meeting of the Company be convened on (Day of AGM), (Date of AGM) at (Time of AGM) at the Registered Office of the Company at (Address of Registered Office)to transact the businesses mentioned in the Draft Notice as placed before the Board.
FURTHER RESOLVED THAT Mr. (Name of Director) (DIN: _________), Director of the Company be and is hereby authorized to issue the notice to all the Directors, Shareholders and Auditors of the Company in this regard.” |
|
G. DRAFT OF OTHER RELEVANT DOCUMENTS
1. Eligibility Certificate from Statutory Auditor:
As per Section 139 in last AGM it was required to appoint Statutory Auditor for 5 years subject to ratification by auditor in every Annual General Meeting. Provided that every year auditor will provide certificate u/s 139 mentioning that he is eligible to continue as Statutory Auditor of the Company as per Section 141 of Companies Act, 2013.
Following points to be kept in mind while ratifying the Auditor:
1. Eligibility certificate should be received from the Statutory Auditor before the issue of Notice of Board Meeting (holding for the purpose to recommend to shareholders for ratification)
2. Certificate should mention the eligibility and qualifications mentioned under section 141 of Companies Act, 2013.
Draft Eligibility Certificate from Statutory Auditor:
LETTER HEAD OF AUDITOR
To Date: (before the date of Issue of Notice of Board Meeting)
The Board of Directors,
(NAME OF COMPANY)
(Registered Office Address of Company)
Dear Sirs/Ma’am,
Ref: Certificate u/s 139 for ratification to continue as statutory auditor under the Companies Act, 2013
We were appointed as statutory auditors of (Name of Company) from the conclusion of (No. of Last AGM) Annual General Meeting (AGM) till the conclusion of the (5th AGM from last AGM)
AGM of the Company to be held in the year 2019 (subject to ratification of our appointment at every AGM).
In pursuance of requirement of section 139 of the Companies Act, 2013 and rule (4) of Companies Audit and Auditors) Rules, 2014, we hereby confirm that:
1) The firm is eligible for ratification and is not disqualified to continue as statutory auditor under section 141 of the Companies Act, 2013, the Chartered Accountant Act, 1949 and rules and regulations made there under;
2) Our ratification would be as per the terms provided under the Act;
3) There are no proceedings pending against either of the partners or the firm with respect to professional matters of conduct.
Thanking you,
Yours Sincerely,
(NAME OF FIRM)
Chartered Accountants
Firm Registration No. ___________
(Name of Auditor)
Proprietor
Membership No. _______
2. Shorter Notice Consent:
To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time. As a good Corporate Governance it is recommended, to obtain the Shorter Notice Consent of Directors for record.
Draft of Shorter Notice Consent from Director:
THE COMPANIES ACT, 2013
Consent of Director for shorter notice
To,
The Board of Directors
(Name of Company)
(Address of Registered Office of Company)
I, (Name of Director) S/o (Father Name of Director), Resident of (Registered Office Address of Company), Director (DIN:____________), in the Company hereby give consent, pursuant to provisions of the Companies Act, 2013 to hold the Board Meeting on (Date of Board Meeting) at a shorter notice.
Signature
Name: (Name of Director)
Dated: (Date of Signing)
3. Receiving of Notice:
As per Secretarial Standard-1 it is mandatory for the Company to maintain “Proof of sending Notice and status of its delivery”. There are many ways to send notice of Board Meeting by hand delivery or by Speed Post or by Registered Post or by Courier or by facsimile or by Email or by any other electronic mode.
But in case of family concern businesses, generally family members are Directors. Therefore, sending of Notice by ‘Hand Delivery’ is convenient for the Company.
Draft of Receiving of Notice of Meeting:
RECEIVING OF NOTICE FOR THE (NO. OF MEETING/FINANCIAL YEAR) MEETING OF BOARD OF DIRECTORS OF (NAME OF COMPANY) TO BE HELD ON (DAY OF MEETING), (DATE OF MEETING) AT (TIME OF MEETING) AT REGISTERED OFFICE/CORPORATE OFFICE OF COMPANY.
We acknowledge that we have received the notice of Board Meeting to be held on (Day of Meeting), (Date of Meeting) at (Time of Meeting) at registered office of the Company at Registered Office/ Corporate Office.
| S. No | Name | Signature
|
| 1. | Name of Director | |
| 2. | Name of Director | |
| 3. | Name of Director |
4. Disclosure of Non change in Interest:
Every Director, whenever there is any change in the disclosures already made, then at the first Board Meeting held after such change, disclose his concern or interest in any company or Companies etc. If there is no change then take a declaration of no change from every Director. [Section 184(1)]
Draft of Disclosure:
To, Date: (Any day Before Board Meeting)
The Board of Directors,
(Name of Company)
(Address of Registered Office of Company)
Sub: Disclosure of Interest u/s 184(1)
Dear Sir/Ma’am,
This is to inform you that there is no change in general disclosure of interest u/s 184(1) of Companies Act, 2013, since MBP-1 submitted earlier.
Thanking You,
Yours Sincerely,
(Name of Auditor)
Director
DIN: _______
5. Leave of Absence:
There is no specific way to apply for leave of absence by Director. They can apply Leave of Absence by orally, written etc. any other way. As a good Corporate Governance it is recommended, point to get the Leave of Absence in written.
Draft of Leave of Absence:
From:
(Name of Director applying for leave of Absence)
(Address of Director)
(Date after Receiving of Notice and before the date of Board Meeting)
The Board of Directors
(Name of Company)
(Address of Registered Office of Company)
Subject: Leave of Absence
Dear Sir,
With reference to the board meeting of the company to be held on (Date of Board Meeting to be held) it is hereby submitted that due to preoccupations, I am not in a position to attend the same. You are requested to grant the leave of absence.
Thanking you,
(Name of Director)
DIN: _________
(Address of Director)
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Read Other Articles Written by CS Divesh Goyal
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Can anyone provide me with draft Agenda items to be included in the First Board meeting of a Financial Year 2017-18 as per companies act 2013 and sebi(LODR)
Very informative article
Diveshji your article is very helpful in understanding in remembering the company affaris.
Thank you
If there is no change then take a declaration of no change from every Director. [Section 184(1)]
I truly appreciate the articles you write, however referring to the aforesaid which has been written in the article, where is the compulsion to give declaration of NO CHANGE?
Thank you so much to all of you for your encouraging words.
A Very useful service to all corporates. I wish your continuous articles.
Thank you very much to all of you.
for your appreciation.
thank you sir
Very informative with practical aspects of meeting proceedings.
very good- highly appreciated, and neatly presented”” if you have similar drafting for AGM with agenda too.,
thanks&looking forward
regds
viswanthan arunachalam iyer
B.com, Msc(eco) MBA, B.L .CMA(lon) Pgdm(taxation) Mphil..
I really admire your contribution to the profession. I read your every article with great interest and am greatly benefited by up dating my knowledge about the particular subject. Articles are very exhaustive and give complete guidance. Please keep it up.
I have made one special request to you for writing an article on legally valid procedure for conducting Company Board and A.G.Ms by Video conferencing Pl. oblige. Thanks.
Very Good article on the subject.