Draft Minutes of Board Meeting of Newly Incorporated Company

Dive into the comprehensive minutes of the board meeting of (Name of the Company) held on (Day), (Date) at the company’s works. The meeting marked crucial decisions, appointments, and resolutions that shape the initial trajectory of the newly incorporated entity.

MINUTES OF THE I/(Mention Year) MEETING OF BOARD OF DIRECTORS OF (Name of the Company) HELD (Time) ON (Day) THE … DAY OF (Date) AT WORKS OF THE COMPANY. 

PRESENT:

i. Name of Director  – Chairman and Director

ii. Name of Director  –  Director

Agenda of the meeting was taken up.

I/(Year)(1) TO GRANT LEAVE OF ABSENCE 

Since all the Directors were present, this item was not taken up.

I/(Year)(2) TO TAKE NOTE OF CERTIFICATE OF INCORPORATION

The Certificate of Incorporation having Registration No. …… dated ……… and a copy of Memorandum and Articles of Association registered with the Registrar of Companies and were placed before the Board.  The Board noted the same.

I/(Year)(3) TO TAKE NOTE OF CONSTITUTION OF THE BOARD – APPOINTMENT OF FIRST DIRECTORS

The Chairman informed the Board that as per Articles of Association of the Company, Sh. ………(DIN: ) & Smt. …….. (DIN: ) 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, was also placed before the Board for perusal. The Board thereafter passed the following resolution:

“RESOLVED THAT pursuant to Articles of Association of the Company and Form No. DIR-12 filed with the Registrar of Companies, Sh. ……… & Smt. ……. constitutes 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.” 

 I/(Year) (4) TO TAKE NOTE OF DISCLOSURE OF INTEREST IN CONTRACTS

The Chairman placed before the board general notice of interest disclosing concern or interest in any contract or arrangement received u/s 184 of Companies Act, 2013 through form MBP-1 from the under mentioned Directors:-

i. Name of Director -DIN:

ii. Name of Director -DIN:

I/(Year)(5) TO TAKE NOTE OF REGISTERED OFFICE OF THE COMPANY

A copy of form no. INC-22 relating to the Registered Office of the Company filed with the Registrar of Companies,……… was placed before the Board. The Board discussed the matter and passed the following resolution:

“RESOLVED THAT the Registered Office of the company be situated at …………

“RESOLVED FURTHER THAT the Company’s name and address of the Registered Office be mentioned in legible characters in all business letters, bill heads, letter heads and letter papers and in all its notice and other official publications, etc., pursuant to provisions of the Companies Act, 2013.”

I/(Year) (6) TO TAKE NOTE OF FIRST AUDITORS OF THE COMPANY

The Board discussed the appointment of its auditors of the company and unanimously passed the following resolution.

“RESOLVED THAT M/s ………, Chartered Accountants, be and are hereby appointed as First Auditors of the company for a remuneration to be mutually settled between the Auditors and the Board of Directors and the said Auditors shall hold this office till the conclusion of the First Annual General Meeting of the Company”.

I/(Year)(7) TO TAKE NOTE OF FINANCIAL YEAR OF THE COMPANY

The Board discussed the matter of fixing financial year of the Company and passed the following resolution:

“RESOLVED THAT the first “Financial Year” of the Company be the period starting from the date of incorporation of the Company viz ……. to 31.03…. both days inclusive, and the first statement of accounts of the company shall relate to the same period.

“RESOLVED THAT the second and subsequent “Financial Year” of the company be the period from 1^st April to 31^st March in each year unless decided otherwise.”

 I/(Year)(9) TO TAKE NOTE OF SUBSCRIBERS TO THE MEMORANDUM  

The Board was informed that following subscribers have agreed to subscribe to the equity shares of the company as per following details:

It was informed that the company is yet to receive share application money from the subscribers. The Board suggested that the subscribers may be approached for the subscription money and capital of the company be made fully paid up.

I/(Year)(8) ISSUE OF SHARE CERTIFICATES TO THE SUBSCRIBER OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

“RESOLVED THAT ….shares of Rs. 10 each be issued to the following persons, who have subscribed to the Memorandum of Association of the Company as detailed below: –

i. Sh. ………..

ii. Smt. ……….

“FURTHER RESOLVED THAT the share certificates to the above named subscriber to the memorandum of association of the company and that Sh. ……… (DIN: ) & Smt. ………… (DIN: ), Directors of the company be and are hereby authorized to sign the said share certificates.”

 I/(Year) (11) TO TAKE NOTE OF PRELIMINARY EXPENSES   

The Board took note of the money spent as Preliminary Expenses.

 I/(Year)(12) AUTHORISATION OF FILLING OF VARIOUS E-FORMS UNDER COMPANIES ACT, 2013 

The Chairman informed the members of the Board that the Ministry of Company Affairs, Government of India has launched various new forms/e-forms which are required to be filed under Companies Act, 2013 through portal of Ministry i.e. www.mca.gov.in.  To meet the various requirements of e-filing, the board have to authorise the directors to fulfil the various requirements under e-filing.  Members of the Board considered the matter and passed the following resolution: 

Following resolution was passed in this regard: 

“Resolved that Sh. …….. (DIN: ) & Smt. …….(DIN: ), directors of the company be and is hereby severally authorised to sign the necessary documents on behalf of the company for electronic filing of documents under The Companies Act, 2013 and various rules made thereunder.”

I/(Year) (13) TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OF COMPANIES ACT 2013: – 

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.

The said duties were discussed and taken on record.

I/(Year) (15) ANY OTHER MATTER WITH PERMISSION OF CHAIRMAN 

There being no other matter to discuss, the meeting came to close with a vote of thanks.

TIME OF MEETING

Commencement:

Conclusion: