agenda for first board meeting of private limited companies- series-1.pdf

8/10/2019 Agenda for First Board Meeting of Private Limited Companies- Series-1.pdf

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SPECIALLY FOR FIRST BOARD MEETING OFPRIVATE COMPANIES

GOYAL DIVESH & ASSOCIATES

Series-1

Hello Professionals,

As per New Company Law, gap between two board meetings cant exceed 120 Days . If lastboard meeting of company was held on 31st March 2014 then next board meeting canbe held upto 28 th July, 2014 (April 30 days + May 31 Days + June 30 days +July 29 days =120 Days).

As all of us aware that there are some Resolutions {Mention under Section 179(3)} whichcompany required to file with ROC in form MGT-14 within 30 days of passing of resolution. {Inmy earlier Article mentioned list of Resolution which we require to file with ROC).If you required that list mail me on [email protected]

Companies, who still not held First Board Meeting, requireCompanies, who still not held First Board Meeting, requireCompanies, who still not held First Board Meeting, requireCompanies, who still not held First Board Meeting, require holding meeting in coming monthholding meeting in coming monthholding meeting in coming monthholding meeting in coming month. ... So inthis article am trying to help you by providing the following:

1. Draft Detailed Agenda for Private Companies under CompaniesAct- 2013, by covering maximum resolution (which will help

Companies to *save cost of Filling of e-form MGT-14 ondifferent-2 time in future).

2. Draft Minutes for According to given Agenda.3. Draft CTC of Resolutions.4. Draft Notice Calling Meeting.5. Draft Attendance Sheet of meeting.6. Draft MBP-1 (Disclosure of Interest of Director).7. Consent of Director who is in default.

Now the question is! How This Agenda will help to save the Cost:

1. Company has to file More than 50 resolutions with ROC in e-form MGT-14 (As per myearlier article).2. If company pass resolutions mention in Section 179(3) in different Board Meetings then

company has to file separate MGT-14, this will incurred costevery time on filling of e-form. Example:

Adoption of Disclosure U/s 184(1). Borrow Money. Invest Funds.


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Grant Loans. Approval of Annual Accounts & Director Report

1. DRAFT DETAILED AGENDA:

ON LETTER HEAD OF COMPANY WITH CIN AND TELEPHONE NO.

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2. DRAFT MINUTES ACCORDING TO DRAFT AGENDA

MINUTES OF THEMINUTES OF THEMINUTES OF THEMINUTES OF THE MEETING OF BOARD OF DIRECTORS OF NAME OFMEETING OF BOARD OF DIRECTORS OF NAME OFMEETING OF BOARD OF DIRECTORS OF NAME OFMEETING OF BOARD OF DIRECTORS OF NAME OFCOMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THECOMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THECOMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THECOMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THEDATEDATEDATEDATE OF MEETING AT TIME OF MEETING A.M. AT REGISTEREDOF MEETING AT TIME OF MEETING A.M. AT REGISTEREDOF MEETING AT TIME OF MEETING A.M. AT REGISTEREDOF MEETING AT TIME OF MEETING A.M. AT REGISTEREDOFFICE AT ADDRESS OF PLAE OF MEETINGOFFICE AT ADDRESS OF PLAE OF MEETINGOFFICE AT ADDRESS OF PLAE OF MEETINGOFFICE AT ADDRESS OF PLAE OF MEETING....

DIRECTORS PRESENT:DIRECTORS PRESENT:DIRECTORS PRESENT:DIRECTORS PRESENT:

MR. NAME OF DIRECTOR DIRECTORMRS. NAME OF DIRECTOR DIRECTOR

ITEM NO.1: ELECTION OF THEITEM NO.1: ELECTION OF THEITEM NO.1: ELECTION OF THEITEM NO.1: ELECTION OF THE CHAIRMANCHAIRMANCHAIRMANCHAIRMAN....

. Name of Director (DIN: ____________) was elected as the chairman of the meeting andtherefore he occupied the chair

ITEM NO.2: LEAVE OF ABSENCEITEM NO.2: LEAVE OF ABSENCEITEM NO.2: LEAVE OF ABSENCEITEM NO.2: LEAVE OF ABSENCE

, .

ITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETINGITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETINGITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETINGITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD MEETING. ...

.

ITEM NO.4ITEM NO.4ITEM NO.4ITEM NO.4: TO TAKE ON RECORD THE DECLARATIONS FROM DIRECTORS U/S: TO TAKE ON RECORD THE DECLARATIONS FROM DIRECTORS U/S: TO TAKE ON RECORD THE DECLARATIONS FROM DIRECTORS U/S: TO TAKE ON RECORD THE DECLARATIONS FROM DIRECTORS U/S274(1) (g) OF THE COMPANIES ACT,274(1) (g) OF THE COMPANIES ACT,274(1) (g) OF THE COMPANIES ACT,274(1) (g) OF THE COMPANIES ACT, 1956.1956.1956.1956.----

The Chairman placed before the board the declarations received from the Directors of theCompany u/s 274(1) (g) of the Companies Act, 1956 to the effect that they are notdisqualified to be appointed as directors of the Company. The Board discussed the matter andunanimously passed the following resolution:-

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT the Company obtained the declarations from . Name of Director (DIN:_________) and Mrs. Name of Director (DIN: ________) Directors of the Company to the effectthat, as on 31 st March 2014, they were not disqualified to be appointed as directors pursuantto sub-clause (g) of clause (1) of section 274 of the Companies Act, 1956.


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RESOLVED FURTHER THAT,RESOLVED FURTHER THAT,RESOLVED FURTHER THAT,RESOLVED FURTHER THAT, declaration under section 274 Clause (1) to sub-clause (g) ofthe Companies Act, 1956 be and is hereby noted.

ITEM NO. 0ITEM NO. 0ITEM NO. 0ITEM NO. 05555: TO AUTHORIZE AN OFFICER OF THE COMPANY TO SIGN AS PER: TO AUTHORIZE AN OFFICER OF THE COMPANY TO SIGN AS PER: TO AUTHORIZE AN OFFICER OF THE COMPANY TO SIGN AS PER: TO AUTHORIZE AN OFFICER OF THE COMPANY TO SIGN AS PERSECTION 21 OF COMPANIES ACT 2013.SECTION 21 OF COMPANIES ACT 2013.SECTION 21 OF COMPANIES ACT 2013.SECTION 21 OF COMPANIES ACT 2013.

The Chairman informed the Board that pursuant to provision of Section-21 read with rule 35of 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 toauthorize a director to sign contracts made by or on behalf of the Company or any otherdocument or proceeding requiring authentication by the Company.

After Discussion the following resolution was passed unanimously: -

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to the provisions of section 21 and rules thereof (including anystatutory modification(s) or re-enactment thereof for the time being in force) of the Companies Act,

2013 . Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) Directorsof the company be and are hereby authorized to sign the contracts made by or on behalf of theCompany or any other document or proceeding requiring authentication by the Company."

ITEM NO. 06ITEM NO. 06ITEM NO. 06ITEM NO. 06: TO TAKE NOTE OF THE PRINTING OF NEW STATIONERY A: TO TAKE NOTE OF THE PRINTING OF NEW STATIONERY A: TO TAKE NOTE OF THE PRINTING OF NEW STATIONERY A: TO TAKE NOTE OF THE PRINTING OF NEW STATIONERY AND NAMEND NAMEND NAMEND NAMEPLATES AS PER THE REQUIREMENT OF SECTION 12(3) COMPANIES ACT 2013:PLATES AS PER THE REQUIREMENT OF SECTION 12(3) COMPANIES ACT 2013:PLATES AS PER THE REQUIREMENT OF SECTION 12(3) COMPANIES ACT 2013:PLATES AS PER THE REQUIREMENT OF SECTION 12(3) COMPANIES ACT 2013:- ---

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 newname plate.


RESOLVEDRESOLVEDRESOLVEDRESOLVED THATTHATTHATTHAT the printed new Stationary and Name Plate made, as per requirement ofSection 12(3) of Companies Act, 2013 and rules thereof be and is hereby noted.

ITEM NO. 07ITEM NO. 07ITEM NO. 07ITEM NO. 07: TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OF: TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OF: TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OF: TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OFCOMPANIES ACT 2013COMPANIES ACT 2013COMPANIES ACT 2013COMPANIES ACT 2013::::----

The Chairman placed before the Board the Duties required to be performed by Directorsunder Section 166 of Companies Act, 2013 and rules made there under.

The said duties was discussed and taken on record. ...


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ITEM NO.ITEM NO.ITEM NO.ITEM NO. 08080808: TO TAKE NOTE OF GENERAL DISCLOSURE OF INTEREST: TO TAKE NOTE OF GENERAL DISCLOSURE OF INTEREST: TO TAKE NOTE OF GENERAL DISCLOSURE OF INTEREST: TO TAKE NOTE OF GENERAL DISCLOSURE OF INTEREST OFOFOFOFDIRECTORS UNDER SECTION 184DIRECTORS UNDER SECTION 184DIRECTORS UNDER SECTION 184DIRECTORS UNDER SECTION 184(1) IN FORM MBP(1) IN FORM MBP(1) IN FORM MBP(1) IN FORM MBP----1:1:1:1:

The Chairman informed that pursuant to provision of section 184(1) of the Companies Act2013, Every Director is required to disclose his/her interest in other companies in specifiedform MBP-1. In this respect, the Chairman placed before the Board notices received from thedirectors of the Companies in form MBP-1 disclosing their interest in other companies.After Discussion the following resolution was passed unanimously:

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT the general notices of interest pursuant to Section 184(1) of theCompanies Act, 2013 received from all the Directors disclosing concern or interest be and arehereby received, placed and noted.

RESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THAT . Name of Director (DIN: _________) and Mrs. Name ofDirector (DIN: ________) Director of the Company be and is hereby authorized to do all suchacts, deeds and things relating thereto including digitally sign and arrange to filling e-formwith Registrar of Companies NCT of Delhi & Haryana.

RESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHER THATTHATTHATTHAT, . Name of Director (DIN: _________) and Mrs. Name ofDirector (DIN: ________ ), Director of the Company be and is hereby authorized to keep in hiscustody all such notices on behalf of the company.

ITEM NOITEM NOITEM NOITEM NO. 09. 09. 09. 09:::: TO AUTHORIZE MR.TO AUTHORIZE MR.TO AUTHORIZE MR.TO AUTHORIZE MR. ------------------------------------------------------------ TOTOTOTO KEEP SAFE CUSTODY OF FORMKEEP SAFE CUSTODY OF FORMKEEP SAFE CUSTODY OF FORMKEEP SAFE CUSTODY OF FORMMBPMBPMBPMBP ----1111....

The Chairman informed the Board that pursuant to provision of Section 184 (1) ofCompanies Act, 2013 read with rule 9 sub rule (3) of Companies (Meetings of Board and itsPowers) Rules, 2014 there is need to authorize a person to keep in his/her safe custody theform MBP-1.

After Discussion the following resolution was passed unanimously:-

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to provision of Section 184 (1) read with rule 9 sub rule (3) ofCompanies (Meetings of Board and its Powers) Rules, 2014 of Companies Act, . Name ofDirector (DIN: _________) and Mrs. Name of Director (DIN: ________ ), Director of the companybe and is hereby authorized to keep in her safe custody the notices of disclosures/intimationsof interest in Form MBP-1 given by the directors.


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ITEM NO. 1ITEM NO. 1ITEM NO. 1ITEM NO. 10000: TO SPE: TO SPE: TO SPE: TO SPECIFYCIFYCIFYCIFY A DIRECTOR AS OFFICERA DIRECTOR AS OFFICERA DIRECTOR AS OFFICERA DIRECTOR AS OFFICER WHO ISWHO ISWHO ISWHO IS IN DEFAULT:IN DEFAULT:IN DEFAULT:IN DEFAULT:----

The Chairman informed the Board pursuant to Section 2(60) read with rules made thereunder and other applicable provisions of the Companies Act 2013, there is need to specifyany director of company as Officer who is in default.

After discussion following resolution passed unanimously:-

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT, pursuant to Section 2(60) read with rules thereof and other applicableprovisions of the Companies Act 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) . Name of Director (DIN: _________) Directorof Company who has given his consent to act as such, be and is here by, specified as Officerwho is in default w.e.f. 01 st April, 2014.

RESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHER . Name of Director (DIN: _________) and Mrs. Name of Director

(DIN: ________) , Directors of the Company either jointly or severally be and are herebyauthorized to do all such acts, deeds, things etc. as may be required to comply with allformalities in this regard.

ITEM NO. 11ITEM NO. 11ITEM NO. 11ITEM NO. 11:::: TO AUTHORIZE MR.TO AUTHORIZE MR.TO AUTHORIZE MR.TO AUTHORIZE MR. NAME OF DIRECTORNAME OF DIRECTORNAME OF DIRECTORNAME OF DIRECTOR TO KEEP IN CUSTODY THETO KEEP IN CUSTODY THETO KEEP IN CUSTODY THETO KEEP IN CUSTODY THESTATUTORY REGISTERSSTATUTORY REGISTERSSTATUTORY REGISTERSSTATUTORY REGISTERS;-

The Chairman informed the Board that pursuant to provision of Section 88 & 92 ofCompanies 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.

After Discussion the following resolution was passed unanimously:-

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT, pursuant to the provisions of section 88 & 92 of Companies Act, 2013read with rule 3 of Companies (Management and Administration) Rules, 2014, . Name ofDirector (DIN: _________), Director of Company be and is hereby authorized to keep in custodythe statutory registers at the registered office of the company and to update, maintain andconvert the existing statutory registers into new format as prescribed in the Companies Act,2013.

ITEM NO. 12ITEM NO. 12ITEM NO. 12ITEM NO. 12:::: TO FILE MGTTO FILE MGTTO FILE MGTTO FILE MGT----14:14:14:14:----

The Chairman informed the Board that the company is required to file e-form MGT-14 inrespect of resolutions passed by the Board under section 179(3) read with Rule 8 ofCompanies (Meetings of Board and Its Powers) Rules, 2014 with Registrar of Companies NCTof Delhi & Haryana.


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After discussion following resolution passed unanimously.

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT, . Name of Director (DIN: _________) and Mrs. Name of Director (DIN:________) Directors of the Company, be and are hereby authorized to sign digitally and file e-

form MGT-14 in respect of resolutions passed by the Board under section 179(3) read withRule 8 of Companies (Meetings of Board and Its Powers) Rules, 2014

ITEM NO.ITEM NO.ITEM NO.ITEM NO. 13131313: AUTHORISATION TO FILE E: AUTHORISATION TO FILE E: AUTHORISATION TO FILE E: AUTHORISATION TO FILE E----FORMS WITHFORMS WITHFORMS WITHFORMS WITH MINISTRY OF CORPORATEMINISTRY OF CORPORATEMINISTRY OF CORPORATEMINISTRY OF CORPORATEAFFAIRS:AFFAIRS:AFFAIRS:AFFAIRS:----

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, RegionalDirector, Ministry of Corporate Affairs, Central government and/ or any other prescribedauthority. For the purpose it was proposed to authorize Directors of the Company to obtainthe necessary digital signature and sign/ e-file all the necessary forms, returns anddocuments.

The Board discussed the matter and passed the following resolution unanimously in thisregard:

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT the Board of Directors of the company do hereby authorize . Name ofDirector (DIN: _________) and Mrs. Name of Director (DIN: ________) Directors of the Companybe 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, Centralgovernment and/ or any other prescribed authority, as may be required under variousprovisions of Companies Act, 2013 or any other enactment thereof for and on behalf of theCompany, relating to all matters for the conduct of the Management and business of theCompany.

ITEM NO.ITEM NO.ITEM NO.ITEM NO.14141414:::: TO TAKE NOTE OF PROMOTERS OF COMPANY:TO TAKE NOTE OF PROMOTERS OF COMPANY:TO TAKE NOTE OF PROMOTERS OF COMPANY:TO TAKE NOTE OF PROMOTERS OF COMPANY:The Chairman informed the Boards that pursuant to provisions of Section-2(69) ofCompanies Act, 2013 there is need to designate . Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________ ) directors of Company as Promoters of company.

The Board discussed the matter and took note of the same.

ITEM NO. 1ITEM NO. 1ITEM NO. 1ITEM NO. 15555: TO AUTH: TO AUTH: TO AUTH: TO AUTHORORORORIZE BOARD TO BORROW MONEY:IZE BOARD TO BORROW MONEY:IZE BOARD TO BORROW MONEY:IZE BOARD TO BORROW MONEY:----

The Chairperson informed the Board that the company may borrow money for the businessoperation of the Company upto Rs. ---------- Lacs (---------- Lacs Only) which is within the


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limits prescribed under section 180 of Companies Act, 2013. The approval of the Board is tobe accorded in accordance with section 179(3) of Companies Act, 2013.


RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to Section 179 (3)(d) and other applicable provisions, if any, ofthe Companies Act, 2013 or subject to such modification and re-enactment thereof, consentof the Board of directors of the Company be and is hereby accorded to avail loan upto Rs. 10Lacs (Rupees Ten Lacs Only).

RESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THAT . Name of Director (DIN: _________) and Mrs. Name ofDirector (DIN: ________) , Directors of the Company either jointly or severally be and arehereby authorized to do all such other things, acts and deeds etc. as may be required tocomply with all formalities in this regard.

ITEM NO. 1ITEM NO. 1ITEM NO. 1ITEM NO. 16666: TO INV: TO INV: TO INV: TO INVESESESEST THE FUNDS OF THE COMPANY:T THE FUNDS OF THE COMPANY:T THE FUNDS OF THE COMPANY:T THE FUNDS OF THE COMPANY:

The Chairperson informed the Board that the company may invests its surplus funds time totime for different purposes within the limit envisaged under section 186 read with rule 11 ofcompanies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013. Theapproval of the Board is to be accorded in accordance with section 179(3) (e) of CompaniesAct, 2013.


RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to the provisions of section 179 (3) (e) and subject to limitenvisaged under Section 186 read with rule 11 of companies (Meetings of Board and itsPowers) Rules, 2014 of the Companies Act, 2013 the consent of the Board be and is herebyaccorded to invest surplus funds upto Rs. -------------- lacs (Rupees ------------------ FiveLacs Only) at any one time.


ITEM NO. 1ITEM NO. 1ITEM NO. 1ITEM NO. 17777: TO G: TO G: TO G: TO GRANRANRANRANT LOAN:T LOAN:T LOAN:T LOAN:----

The Chairperson informed the Board that pursuant to the provisions of section 179 (3)(f) andother applicable provisions if any of the Companies Act 2013, (includingany statutory modification or re-enactment thereof for the time being enforce) and subject tosuch approvals, consents, sanctions and permissions of the appropriate authorities,departments or bodies as may be necessary, the Company may grant loan of Rs. ------------


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Lacs (Rupees ------------- Lacs Only) in aggregate to employees. The approval of the Board isto be accorded in accordance with section 179(3) of Companies Act, 2013.


RESOLVEDRESOLVEDRESOLVEDRESOLVED THATTHATTHATTHAT pursuant to the provisions of section 179 (3) (f) and other applicableprovisions if any of the Companies act 2013, (including any statutory modification or re-enactment thereof for the time being enforce) and subject to such approvals, consents,sanctions and permissions of the appropriate authorities, departments or bodies as may benecessary, the Company be and is hereby authorized to grant loans of Rs. --------------- Lacs(Rupees -------------- Lacs Only) in aggregate to employees on such terms and conditions asmay be decided from time to time.

RESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHER . Name of Director (DIN: _________) and Mrs. Name of Director

(DIN: ________) , Directors of the Company either jointly or severally be and are herebyauthorized do take such steps as may be necessary for obtaining approvals, statutory,contractual or otherwise, in relation to the above and to settle all matters arising out of andincidental thereto and sign and execute all deeds, applications, documents and writings thatmay be required, on behalf of the Company and generally to do all acts, deeds, things etc. asmay be required to comply with all formalities in this regard for the purpose of giving effectto the aforesaid Resolution.

ITEM NO.ITEM NO.ITEM NO.ITEM NO.18181818:::: INCREASE IN REMUNERATION OF DIRECTOR:INCREASE IN REMUNERATION OF DIRECTOR:INCREASE IN REMUNERATION OF DIRECTOR:INCREASE IN REMUNERATION OF DIRECTOR:

The Chairperson informed the Board that . Name of Director (DIN: _________) and Mrs.Name of Director (DIN: ________) were remunerated at monthly salary of Rs. 1,-------------------,000 and ------------,-- respectively since last change and there is no increase till date.

The Chairperson placed before the Board the chart of increase in remuneration of Directorspursuant of provision of Companies Act, 2013 read with rules made there under andpursuant to Article of Association of the company.

. Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) disclosedtheir interest, being interested in the said resolution.

After discussion following resolution passed unanimously:-

RESOLVEDRESOLVEDRESOLVEDRESOLVED THATTHATTHATTHAT pursuant to the provisions of the Companies Act, 2013 read with rulesmade there under (including any statutory modification or re-enactment thereof for the timebeing enforce) and pursuant to Articles of Association of the company consent of the Boardbe and is hereby accorded to increase remuneration as given below w.e.f. ---------------:-


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RESOLVED FURTHER THARESOLVED FURTHER THARESOLVED FURTHER THARESOLVED FURTHER THADirector (DIN: ________) , Directauthorized to do all such acts,be required to comply with all

ITITITITEM NO.EM NO.EM NO.EM NO.19191919: VOTE OF THAN: VOTE OF THAN: VOTE OF THAN: VOTE OF THAN

There being no other businessthe Chair.

Dated:Dated:Dated:Dated: ---------------------Place:Place:Place:Place: New Delhi

3. DRAFT CERTIFIED TRUE COPAGENDA :

1.

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT the Com(DIN: _________) and Mrs. Nameeffect that, as on 31 st March 2pursuant to sub-clause (g) of cl

RESOLVED FURTHER THARESOLVED FURTHER THARESOLVED FURTHER THARESOLVED FURTHER THAthe Companies Act, 1956 be an

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NameNameNameName

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2.

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. Name of Director (DIN: _________) an rs of the Company either jointly or singly b

eeds, things etc. as may be required to complormalities in this regard.

KS: KS: KS: KS:----

to be transacted. The meeting ended with a

NAME OF CHAINAME OF CHAINAME OF CHAINAME OF CHAI ((((ChairmanChairmanChairmanChairman))))

Y OF RESOLUTION ACCORDING TO DRAFT

. .

pany obtained the declarations from . Nof Director (DIN: ________) Directors of the

014, they were not disqualified to be appoiuse (1) of section 274 of the Companies Act,

, , , , declaration under section 274 Clause (1) tois hereby noted.

f Directorsf Directorsf Directorsf Directors ExistingExistingExistingExistingSalary (Rs.)Salary (Rs.)Salary (Rs.)Salary (Rs.)

ProposedProposedProposedProposedSalary (Rs.)Salary (Rs.)Salary (Rs.)Salary (Rs.)

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Mrs. Name ofand are herebywith all as may

ote of thanks to

MAN MAN MAN MAN

.

ame of Director ompany to theted as directors956.

sub-clause (g) of


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2.

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RESOLVED THAT the general notices of interest pursuant to Section 184(1) of theRESOLVED THAT the general notices of interest pursuant to Section 184(1) of theRESOLVED THAT the general notices of interest pursuant to Section 184(1) of theRESOLVED THAT the general notices of interest pursuant to Section 184(1) of theCompanies Act, 2013 received from all the DirectorsCompanies Act, 2013 received from all the DirectorsCompanies Act, 2013 received from all the DirectorsCompanies Act, 2013 received from all the Directors disclosing concern or interest be anddisclosing concern or interest be anddisclosing concern or interest be anddisclosing concern or interest be andare hereby received, placed and noted.are hereby received, placed and noted.are hereby received, placed and noted.are hereby received, placed and noted.

RESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHER THATTHATTHATTHAT Mr. Name of Director (DIN: _________) and Mrs. Name ofDirector (DIN: ________) Director of the Company be and is hereby authorized to do allsuch acts, deeds and things relating thereto including digitally sign and arrange to filling e-form with Registrar of Companies NCT of Delhi & Haryana.

RESOLVED FURTHER THAT, Mr. Name of Director (DIN: _________) and Mrs. Name of, Mr. Name of Director (DIN: _________) and Mrs. Name of, Mr. Name of Director (DIN: _________) and Mrs. Name of, Mr. Name of Director (DIN: _________) and Mrs. Name ofDirector (DIN: ________), Director of thDirector (DIN: ________), Director of thDirector (DIN: ________), Director of thDirector (DIN: ________), Director of the Company be and is hereby authorized to keep ine Company be and is hereby authorized to keep ine Company be and is hereby authorized to keep ine Company be and is hereby authorized to keep inhis custody all such notices on behalf of the company.his custody all such notices on behalf of the company.his custody all such notices on behalf of the company.his custody all such notices on behalf of the company.

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RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT, . Name of Director (DIN: _________) and Mrs. Name of Director (DIN:________) Directors of the Company, be and are hereby authorized to sign digitally and file e-form MGT-14 in respect of resolutions passed by the Board under section 179(3) read with

Rule 8 of Companies (Meetings of Board and Its Powers) Rules, 2014

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RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT the Board of Directors of the company do hereby authorize . Name ofDirector (DIN: _________) and Mrs. Name of Director (DIN: ________) Directors of the Companybe and are hereby authorized to sign, execute and arrange to e-file all necessary forms,returns and documents including agreements, receipt, undertakings, affidavits with theRegistrar of Companies, Regional Director, Ministry of Corporate Affairs, Centralgovernment and/ or any other prescribed authority, as may be required under variousprovisions of Companies Act, 2013 or any other enactment thereof for and on behalf of theCompany, relating to all matters for the conduct of the Management and business of theCompany.

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RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to Section 179 (3)(d) and other applicable provisions, if any, ofthe Companies Act, 2013 or subject to such modification and re-enactment thereof, consentof the Board of directors of the Company be and is hereby accorded to avail loan upto Rs. 10Lacs (Rupees Ten Lacs Only).



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RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to the provisions of section 179 (3) (e) and subject to limitenvisaged under Section 186 read with rule 11 of companies (Meetings of Board and itsPowers) Rules, 2014 of the Companies Act, 2013 the consent of the Board be and is herebyaccorded to invest surplus funds upto Rs. -------------- lacs (Rupees ------------------ Five

Lacs Only) at any one time.


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7.

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RESOLVEDRESOLVEDRESOLVEDRESOLVED THATTHATTHATTHAT pursuant to the provisions of section 179 (3) (f) and other applicable

provisions if any of the Companies act 2013, (including any statutory modification or re-enactment thereof for the time being enforce) and subject to such approvals, consents,sanctions and permissions of the appropriate authorities, departments or bodies as may benecessary, the Company be and is hereby authorized to grant loans of Rs. --------------- Lacs(Rupees -------------- Lacs Only) in aggregate to employees on such terms and conditions asmay be decided from time to time.


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RESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHERRESOLVED FURTHER . Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) , Directors of the Company either jointly or severally be and are herebyauthorized do take such steps as may be necessary for obtaining approvals, statutory,contractual or otherwise, in relation to the above and to settle all matters arising out of and

incidental thereto and sign and execute all deeds, applications, documents and writings thatmay be required, on behalf of the Company and generally to do all acts, deeds, things etc. asmay be required to comply with all formalities in this regard for the purpose of giving effectto the aforesaid Resolution.

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4. DRAFT NOTICE CALLING MEETING :

Date of issue of NoticeName of DirectorAddress of Director

NOTICE FOR THE MEETING OF THE BOARD OF DIRECTORS OFName of Company---------------------- LIMITED

Dear Mr . Name of Director ,Notice is hereby given that a meeting of the Board of Directors of the Company shall beheld as per the following schedule: Date: of MeetingTime: of MeetingVenue: of Meeting

The agenda for the meeting is enclosed.

You are requested to make it convenient to attend the above meeting.For Name of company LIMITED ___________________________

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5. DRAFT ATTENDENCE SHEET:

DIRECTORS MEETINGSATTENDANCE SHEET

ATTENDANCE SHEET OF THE MEETING OF BOARD OF DIRECTORS OFM/S NAME OF COMPANY LIMITED HELD ON ---------DAY OF------------MONTH OF, 2014 AT REGISTERED OFFICE OF COMPANY.

NAME SIGNATURES

DIRECTORS:

1) Mr. Name of Director

2) Mr. Name of Director

3) Mrs. Name of Director

SPECIAL INVITEE:

4) If any;

6. DRAFT MBP-1: FORM MBPFORM MBPFORM MBPFORM MBP ---- 1111Notice of interest by director Notice of interest by director Notice of interest by director Notice of interest by director

[Pursuant to section 184 (1) and rule 9(1)]

, .

Dear Sir(s)

, . , , being a director in the company hereby give notice of myinterest or concern in the following company or companies, bodies corporate, firms or otherassociation of individuals:-SL.SL.SL.SL.NoNoNoNo....

Names of the CompaniesNames of the CompaniesNames of the CompaniesNames of the Companies /bodies corporate/ firms/ /bodies corporate/ firms/ /bodies corporate/ firms/ /bodies corporate/ firms/association of indivassociation of indivassociation of indivassociation of individualsidualsidualsiduals

Nature of interest orNature of interest orNature of interest orNature of interest orconcern / Change inconcern / Change inconcern / Change inconcern / Change ininterest or concerninterest or concerninterest or concerninterest or concern

ShareholdingShareholdingShareholdingShareholding(No. of(No. of(No. of(No. ofShares)Shares)Shares)Shares)

Date on whichDate on whichDate on whichDate on whichinterest orinterest orinterest orinterest orconcern aroseconcern aroseconcern aroseconcern arose

/ changed / changed / changed / changed


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1.2.

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7. CONSENT TO ACT AS OFFICER WHO IS IN DEFAULT:

To, :

Name of CompanyAddress of company.

C / 2(60) C A , 2013.

D ,

, Name of Director Name of Director Name of Director Name of Director, , , ,

2(60) , 2013.

.

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: ---------------------------

( 1 )

30 ( ) .

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:

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90 .


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10,000/ , . 1,000/

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(Author CS Divesh Goyal, ACS is a Company Secretary in Practicefrom Delhi and can be contacted at [email protected])Disclaimer: The entire contents of this document have beenprepared on the basis of relevant provisions and as per theinformation existing at the time of the preparation. Though utmostefforts has made to provide authentic information, it is suggestedthat to have better understanding kindly cross-check the relevantsections, rules under the Companies Act, 2013. The observations ofthe author are personal view and the authors do not takeresponsibility of the same and this cannot be quoted before anyauthority without the written consent of the author

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