Pages

Tuesday, March 5, 2013

DRAFTING OF BOARD METTING MINUTES



DRAFTING OF BOARD METTING MINUTES
1.       Every company shall prepare a minutes of every meeting as per sec 193 of companies act 1956

2.       The Board should meet at least once in every three months, with a maximum interval of 120 days between any two Meetings such that at least four Meetings are held in each year.

3.       The minutes shall contain the details like, the date, time and venue of the meeting conducted, the persons attended the meeting, Leave of absence, disclosures received from the Directors, confirmation of minutes of previous meeting, decisions taken process at the meeting, resolutions, etc.

4.       Each page of the minutes shall be numbered and duly initialed or signed and the last page shall be signed and dated within 30 days by the chairman of that meeting or the chairman of the succeeding meeting.

5.       Minutes shall be filed in loose leafs in the minutes book once it is signed and at least once in six months it shall be maintained in the binder.

6.       No alteration can be made in the minutes after it is signed by the chairman, in case of any changes it can be done by passing a resolution.

7.       Minutes can be kept only at the register office of the company. It can be kept in any other place within the city/ town/ village where the register office of the company is situated unless it has passed a special resolution and filed form 23 with ROC.

8.       In case of any default for not maintaining minutes, the company and each director or officer in default shall be punishable with a fine which may extend to Rs. 500/-    

9.       S. 197 stipulate that the minutes of a company is not a public document and cannot be inspected by or advertised to the shareholders. In case of any default the company and each director or officer in default shall be punishable with a fine which may extend to Rs. 5000/-

10.   As per Secretarial Standards 5 on Minutes of the meetings issued by Institute of Company Secretaries of India, New Delhi, the following are important

a)   In respect of a Meeting convened but adjourned for want of quorum that fact should be recorded in the Minutes of such adjourned meeting.
b)  Within fifteen days from the date of the conclusion of the Meeting of the Board or Committee the draft Minutes thereof should be circulated to all the members of the Board or the Committee, as the case may be, for their comments.
c)   The directors should forward their comments on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.


What Not to include in Minutes

a. No day to day decisions
b. No more detail than that required to demonstrate care and consideration by the Board
c.No personal observations by Board Members
d.No inaccurate or inflammatory statements


SPECIMEN OF BOARD MEETING MINUTES
MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF M/s. XYZ Co Pvt Ltd HELD ON  WEDNESDAY THE 12th DAY OF APRIL 2012 AT 10.30 AM, AT No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017, THE REGISTERED OFFICE OF THE COMPANY

DIRECTORS PRESENT 
Mr. AAAAA
Mr. BBBBBB

CHAIRMAN OF THE MEETING
Mr. AAAAA  was unanimously elected pro-term Chairman of the Meeting till a permanent Chairman was appointed.  He welcomed the Directors at the First Meeting of the Board of Directors. Thereafter he ascertained the quorum, and taken that the meeting was duly convened and properly constituted and agenda of the meeting was taken up. 

1.CERTIFICATE OF INCORPORATION  
The Certificate of Incorporation having Registration No. [x00000xxx0000xxx0000] dated 01.04.2012 and a copy of Memorandum and Articles of Association registered with the Registrar of Companies Tamil Nadu were placed before the Board.  The Board noted the same. 
2. CONSTITUTION OF THE BOARD  - APPOINTMENT OF FIRST DIRECTORS 
The Chairman informed the Board that as per Clause iv of the Articles of Association of the Company, Mr. AAAA and Mr. BBBB are being named as first Directors of the Company, constitute the Board of Directors in terms of the provisions of the Companies Act, 1956. The copy of Form No. 32 filed with the Registrar of Companies, TamilNadu was also placed before the Board for perusal. The Board thereafter passed the following resolution: 
“RESOLVED THAT pursuant to the Clause 20 of the Articles of Association of the Company and Form No. 32 filed with the Registrar of CompaniesTamilNadu, Mr. AAAA and Mr. BBBB 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.” 

3. TO TAKE NOTE OF THE DISCLOSURE OF INTEREST UNDER SECTION 299 AND CERTIFICATE UNDER SECTION 274 (1)(g) OF THE COMPANIES ACT, 1956  
The Chairman informed the Board that the Company has received the General Notice of disclosure for the Year 2012-2013, pursuant to the provisions of Section 299 and certificate under Section - 274(1) (g) of the Companies Act, 1956 from all the directors of the Company. The same was read in the meeting and the Board took note of the same and passed following resolution with unanimous consent: 
“RESOLVED THAT notices of interest of directors under section 299 and certificate under Section- 274(1)(g) of the Companies Act, 1956 as submitted by all the directors of the Company for the Financial Year [Financial year] be and are hereby taken on the record.”

4. REGISTERED OFFICE OF THE COMPANY
A copy of Form No. 18 relating to the Registered Office of the Company filed with the Registrar of Companies, TamilNadu, 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 No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017 
"RESOLVED FURTHER THAT a name plate containing Company’s name and address of the Registered Office be affixed at the registered office and that the Company’s name and address of the Registered Office   be mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956.” 

5. FIRST AUDITORS  OF THE COMPANY 
The Chairman informed the Board that pursuant to Section 224(5) of the Companies Act, 1956, the company is required to appoint Statutory Auditors of the Company. He proposed that [Name of the Statutory Auditors], Chartered Accountants, having its office at No.14, Nethaji Road, Kodambakkam, Chennai 600034 may be appointed as first Auditors of the company. The Company has received a consent letter from [Name of the Statutory Auditors], Chartered Accountants, to act as Statutory Auditors of the Company and a certificate to the effect that their appointment as an Statutory Auditors, if made would be in accordance with the limit specified in Section 224(IB) of the Companies Act, 1956.The Board noted the same and after discussion, passed the following resolution unanimously: 
“RESOLVED THAT pursuant to section 224(5) of the Companies Act, 1956, --------------,  Chartered Accountants, having its office at 14, Nethaji Road, Kodambakkam, Chennai 600034 be and are hereby appointed as first auditors of the company to hold the office until the conclusion of the first Annual General Meeting. 

6. ADOPTION OF COMMON SEAL   
The Chairman placed before the Board the proposed Common Seal of the Company for perusal. The Board perused the Common Seal and after discussion passed the following resolution:
 “RESOLVED THAT the Seal as produced at this meeting be and is hereby approved and adopted as the Common Seal of the Company and that an impression of same be affixed in the margin of the minutes of this meeting and initialed by the Chairman.    
“RESOLVED FURTHER THAT the said Common Seal be kept in the safe custody of Directors of the Company.”  

7. 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 “2012-13” of the Company be the period  starting from the  date of incorporation of the Company viz 01.04.2012 – 31.03.2013 both days inclusive, and the first statement of accounts of the company shall relate to the same period. 
“RESOLVED THAT the second and subsequent “2012-13” of the company be the period from 1st April to 31st March, in each year unless decided otherwise.” 

8. 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: 
Sr.No.
Name of Subscribers
Numbers of equity shares subscribed
 1.
 Mr. AAAA
 15000
 2.
 Mr. BBBB
 15000
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.   

9. PRELIMINARY EXPENSES   
The Chairman placed before the Board, a statement of preliminary expenses incurred in connection with the incorporation of the company and printing of Memorandum and Articles of Association  of the Company and other  expenses related thereto. It was pointed out that the total preliminary expenses amounting to Rs.50000­­­­­­­­­­­­­­­­­­­­ have so for been incurred. The Board discussed the matter whereupon, following resolution was passed: 
“RESOLVED THAT the preliminary expenses amounting to Rs. 50000 Fifty Thousand expended in connection with the incorporation/registration of the Company as per the statement placed before the meeting be and is hereby approved. 
“RESOLVED FURTHER THAT the amount of preliminary expenses incurred by the Promoters in connection with the incorporation/registration of the Company be paid to them.” 

10. DIRECTORS FEE 
The Chairman placed before the Board the matter regarding payment of fee to Directors for attending the meeting of the Board of Directors. The Board discussed  the matter in detail and decided that no fee, traveling or such other expenses shall be paid  to any Directors for attending  the meeting of the Board of Directors for the time being. Thereafter the Board passed the following resolution: 
“RESOLVED THAT no fee, travelling or such expenses shall be paid to any Director for attending the meeting of the Board of Directors or of a Sub-committee thereof, till such time the Board determines otherwise.” 

11. VOTE OF THANKS  
There being no other business to transact, the meeting concluded with a vote of thanks to the chair.      
  Dated      13.04.2012                                                                                                     CHAIRMAN

FIRST QUARTER BOARD MEETING MINUTES (APRIL – JUNE)

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF XYZ CO PVT LTD  HELD ON THURSDAY THE  19TH JULY 2012  AT  10 AM  AT No 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017  
                                                                                                                           
DIRECTORS PRESENT  
Mr. AAAAA
Mr. BBBBBB

IN ATTENDANE  
Mr. XXXXX

01. Chairman of the Meeting
The Directors present unanimously elected Mr. AAAAA as the Chairman of the meeting and the proceedings of the meeting started. 

02. Leave of absence
Leave of absence from the Meeting was granted to Mr. AABBB

03. Confirmation of Minutes
Minutes of the last meeting of the Board of Directors of the Company held on   25.03.2012 were read and thereafter the following resolution was passed:

Resolved that the Minutes of the Board of Directors of the Company held on    25.03.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting
The Board noted that matters arising from the previous meeting have been completed.

05. Notice of Interest of Directors
Notice in Form 24AA received from the Directors indicating the companies in which they are Directors, Private Companies in which they are members and firms they or their relatives are partners and list of their relatives within the meaning of section 6 of the Company Act were read at the meeting and taken on record by Board.

06. Business Review
The Board discussed about the prospects of the business.

07. Vote of Thanks
Since there was no other matters for discussion the meeting terminated with a vote of thanks.
DATE 20.07.2012
CHAIRMAN

SECOND QUARTER BOARD MEETING MINUTES ( JULY – SEPTEMBER)

Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT LTD, Saturday, the 02st September, 2012 at 10.00 AM at the Registered Office of the company at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

Directors Present:
1.Mr. AAAAA
2.Mr. BBBBB
3.Mr. AABBB

01. Chairman of the Meeting
Mr. AAAAA, Chairman took the Chair.  

02. Leave of absence
Leave of absence from the Meeting was granted to Mr. XXXX

03. Confirmation of Minutes
Minutes of the last meeting of the Board of Directors of the Company held on 19.07.2012 were read and thereafter the following resolution was passed:
Resolved that the Minutes of the Board of Directors of the Company held on 19.07.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting
The Board noted that matters arising from the previous meeting have been completed.

05. Adoption of Annual Accounts for the year ended 31st March, 2012
The Chairman stated that M/s. -------- , Chartered Accountants, at 14, Nethaji Road, Kodambakkam, Chennai 600034  had completed their audit for the period ended 31st March 2012. The Board after perusal of various statements and due deliberations, passed the following resolution:
“RESOLVED THAT the Balance Sheet for the period ended 31st March, 2012, the Profit and Loss Account together with Notes and Schedules thereto, as placed before the Board and duly initialed by the Chairman for the purpose of identification, be and are hereby adopted and Mr. AAAAA and Mr. BBBBB shall sign the same and deliver it to the Auditors for obtaining their signature and report on the accounts”.

06. Appointment of Auditors
M/s. ---------, Chartered Accountants, 14, Nethaji Road, Kodambakkam, Chennai 600034 , who are the statutory auditors of the company, hold office in accordance with the provisions of the Act up to the conclusion of the forth coming Annual General Meeting and is eligible for re-appointment.  The Board decided unanimously to recommend their appointment at the Annual General Meeting.

07. Convening AGM
The Chairman informed the Board of Directors that the Annual General Meeting will be held on Saturday the 30th September, 2012 at 11 A.M. at Registered Office at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017
The Board, after discussions, adopted the following resolution:
RESOLVED that Annual General Meeting of the Company be convened on Saturday the   30th September, 2012 at 11 A.M. at Registered Office situated at New 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017
. Notice for convening AGM on Saturday, the 30th September, 2012 as per the draft placed on the table and signed by the Chairman for the purpose of identification be and is hereby approved and Mr. AAAAA, Director be and is hereby authorized to sign the Notice on behalf of the Company and send the Notice to all the members of the Company. 

08. Business Review
The Board discussed about the prospects of the business.

09. Vote of Thanks
Since there was no other matters for discussion the meeting terminated with a vote of thanks.
DATE: 03.09.2012
CHAIRMAN

THIRD QUARTER BOARD MEETING MINUTES (OCTOBER – DECEMBER)

Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT LTD, Friday, the 10th November, 2012 at 10.00 AM at the Registered Office of the company at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

Directors Present:
1.Mr. AAAAA
2.Mr. BBBBB
3.Mr. AABBB

01. Chairman of the Meeting
Mr. AAAAA, Chairman took the Chair.  

02. Leave of absence
Nil

03. Confirmation of Minutes
Minutes of the last meeting of the Board of Directors of the Company held on 11.09.2012 were read and thereafter the following resolution was passed:
Resolved that the Minutes of the Board of Directors of the Company held on 11.09.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting
The Board noted that matters arising from the previous meeting have been completed.

05. Business Review
The Board discussed about the prospects of the business.

06. Vote of Thanks
Since there was no other matters for discussion the meeting terminated with a vote of thanks.
DATE: 11.11.2012
CHAIRMAN

FOURTH QUARTER BOAR MEETING MINUTES (JANUARY – MARCH)

Minutes of the Meeting of the Board of Directors of M/s. XYZ CO PVT LTD, Friday, the 22rd February, 2013 at 10.00 AM at the Registered Office of the company at 6, GANDHIJI ROAD, T NAGAR, CHENNAI 600017

Directors Present:
1.Mr. AAAAA
2.Mr. BBBBB
3.Mr. AABBB

01. Chairman of the Meeting
Mr. AAAAA, Chairman took the Chair.  

02. Leave of absence
Nil

03. Confirmation of Minutes
Minutes of the last meeting of the Board of Directors of the Company held on 10.11.2012 were read and thereafter the following resolution was passed:
Resolved that the Minutes of the Board of Directors of the Company held on 10.11.2012 be and are hereby approved and confirmed.

04. Matters arising out of previous Meeting
The Board noted that matters arising from the previous meeting have been completed.

05. Business Review
The Board discussed about the prospects of the business.

06. Vote of Thanks
Since there was no other matters for discussion the meeting terminated with a vote of thanks.

DATE: 23.02.2012
CHAIRMAN



No comments:

Post a Comment