Rushabh Infosoft Ltd

MINUTES

DRAFT SPECIMEN MINUTES OF BOARD MEETINGS

· Draft Specimen/Agenda facilitating minutes writing

· Draft Specimen Appointment of Chairman of the Meeting/Certificate of Incorporation/Appointment of Directors/Fixation of Financial Year/Situation of Registered Office/Certificate for Commencement of Business/Adoption of common seal/Appointment of Secretary/Procedure for recording Minutes/Appointment of Auditors/Banking Accounts and its operation/Adoption of pre-incorporation and pre-operative expenses/Next Board Meeting

· Draft Specimen Minutes of Board Meeting

· Draft Specimen Confirmation of Minutes/Adoption of Common Seal/Industrial Licence/Recruitment of Staff/Appointment of Financial and Technical Collaborators/Purchase of Land/Next Board Meeting

· Draft Specimen Minutes for confirmation of Minutes of last Board Meeting, Appointment of Cost Auditor, Additional Director, Application for Project Finance to Financial Institutions

· Draft Specimen Leave of Absence/Confirmation of Minutes/Appointment of Managing Director/Statement in lieu of prospectus/Statutory Report/Opening of Branch Office/Next Board Meeting

· Draft Specimen Minute for issue of Duplicate Share Certificates, Application for Permanent Account Numbers, Sales Tax Registration, Public Issue of Shares Closure of Books, Next Board Meeting

· Draft Specimen Minute for opening of Bank Account, Authorisation to execute understanding for import of raw material for Export Production, Appointment of Sole Selling Agent variation of rights of members holding 15% redeemable cumulative preference shares

· Draft Specimen Confirmation of Minutes/Adoption of Prospectus/Terms of payment for the Equity Shares/Form of Advertisement/Listing Agreement with Stock Exchange/ Opening of Subscription List/Draft Letter of Allotment/ Next Board Meeting

· Draft Specimen Confirmation of Minutes/Acceptance of offer of Underwriting/Appointment of Bankers/Brokers to the Issue/Allotment of Shares/Reimbursement of Expenses to Directors/Fees on Registration of Documents/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Short term Loan/Cash Credit Facility/Application for grant of Subsidy/Issue of Share Certificates without production of Allotment Letters/Transfer of Shares/Amendment of Articles/ Next Board Meeting

· Draft Specimen Confirmation of Minutes/Issue of Share Certificates/Appointment of Committee for Transfer/Transmission of Shares/Amendment of Articles/Borrowing in excess of Capita/Approval of loan from Bank/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Final Call on Equity Shares/Adoption of Official Seal/Return of Allotment/Agreement with Employees' Union/Purchase Committee/Technical Committee/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Allotment of Shares to Renouncees/Authorisation to Secretary/Managing Director to present petition to CLB/Appointment of Legal Adviser/Refusal to register transmission of Shares/Reduction of Capital by cancelling Uncalled Capital/Authority to Secretary to represent the Company in Court matters etc./Next Board Meeting

· Draft Specimen Signing of Minutes/Marketing Policy/Revision of Rules regarding reimbursement of Conveyance Expenses/Placement of Order/Inspection of Register of Members/Debenture holders/Quorum at General Meeting/Signing of Minutes of General Meeting/Next Board Meeting

· Draft Specimen Signing of Minutes/Authorisation to Secretary to furnish certified copies of Board's Resolution/Donation/Placement of Order/Collaboration Agreement/Appointment of Consultant/Introduction of Family Planning Scheme/Execution of Contract/Adoption of Official Seal/Application for extension of time for Repayment of Deposits/Transfer to Share Premium Account/Next Board Meeting

· Draft Specimen Signing of Minutes/Sub-delegation of powers by CMD to Marketing Manager etc., Procurement of Machinery/Approval of Annual Accounts/Fixing date of Annual General Meeting/Approval of Notice of AGM/Marketing Policy/Cash Management System/Internal Audit/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Recruitment of Staff/Public Issue/Authority to sign Documents/ Authority for signing Bills/Transfer of Banking Account/Appointment of Joint Auditors/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Increase in Authorised Share Capital/Enhancement in Credit Facilities/Availing of Bills/Re-discounting Scheme/Calling of Extraordinary General Meeting/Shifting of Registered Office/Next Board Meeting

· Draft Specimen Leave of Absence/Appointment of Alternate Director/Confirmation of Minutes/Confirmation of Circular Resolution/Approval of Minutes of Meeting of Sub-Committee for Transfer of Shares/Amendment in Object Clause/Ex tension of Time for payment of Allotment/Call Money/Next Board Meeting

· Draft Specimen Signing of Minutes/Enrolment as Patron Member/Over-draft/Loan facilities/Appointment of Cost Auditor/Contribution to National Defence Fund/Exemption from incorporation of subsidiary's account/Redemption of Debentures/Next Board Meeting

· Draft Specimen Leave of Absence/Confirmation of Minutes/Report of Auditors/Increase of Authorised Capital/Amendment of Articles/Write off/Appraisal of Draft Accounts/Date, Time & Place of Board and Annual General Meetings

· Draft Specimen Confirmation of Minutes/Approval of Debenture Trust Deed/Revision of Scales of Pay/Lease of Undertaking/Issue of Redeemable Preference Shares/Ratification of act of Managing Director/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Contribution to National Defence Fund/Appointment of Technical Adviser/Payment of Interim Dividend/Inspection of books of account by Inspector/Appointment of Internal Auditor/Next Board Meeting

· Draft Specimen Signing of Minutes/Minutes of the Committee Meeting/Maintenance of Records/Economy Administrative Expenditure/Purchase of Office Accommodation/Provision of Housing Accommodation/Appointment of ABC as Whole-time Director/Donation/ Increase in Sitting Fee/Next Board Meeting

· Draft Specimen Signing of Minutes/Disclosure of Interest/Quarterly Financial Review/Revised Budget Estimates/Formation of Board of Trustees/Opening and operation of Accounts/Rules Regarding Foreign Allowance/New Accommodation for Office/Raising of Loan/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Sales of Forfeited Shares/Non-declaration of Dividend/Sub-division of Shares/Fixing date for Meeting of the Board/Extension of time for registration of Alteration of Memorandum of Association/Application of premium received on Shares/Next Board Meeting

· Draft Specimen Signing of Minutes/Refusal to allot shares to Nominee/Insurance of Company's Property/Appointment of Managing Director/Alteration of Capital Clause/Authority to affix Facsimile Signature/ Approval of list of Creditors/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Return of Share Application Money/Dividend Account/Allotment of fractional shares in a bonus issue/Reconstruction of Company/Surrender of Lease/Next Board Meeting

· Draft Specimen Signing of Minutes/Grant of Loan/Provisions of Housing Accommodation/Appointment as Project Director/Compensation to Staff posted at Site/Creating additional post of General Manager etc./Expansion of Cold Rolling Mill/Leave Travel Concession/Tender for Ministry Complex in Kuwait/Proposal for grant of efficiency incentive to the employees/Operation of Bank Account/ Provision for Material Cost Estimates/Next Board Meeting

· Draft Specimen Signing of Minutes/Extraordinary General Meeting/Bonus to Employees/Appointment of Consultant/Accommodation for Staff/Opening and Operation of Bank Account/Invitation for Acceptance of Deposits/Investment of Funds/Constitution of Share Transfer Committee/Next Board Meeting

· Draft Specimen Confirmation of Minutes/Filling of vacancy caused by resignation/Exemption from incorporating subsidiary's account/Microfilming of Important Records/Revocation of authorisation to operate Banking Account/Payment of Bonus/Next Board Meeting

· Draft Specimen AGENDA

DRAFT SPECIMEN MINUTES OF GENERAL MEETINGS

· Minutes of the Statutory Meeting

· Minutes of the Annual General Meeting

· Minutes of the Extraordinary General Meeting

· Minutes of Annual General Meeting of XYZ Ltd. held on ______at _____p.m. at _____

· Minutes of the AGENDA

· Minutes of the Extraordinary General Meeting of the shareholders of M/s. XYZ Ltd. etc

· Minutes of the Extraordinary General Meeting of ABC Limited

· Appointment of Directors

· Buy-back of shares and issue of sweat equity shares

· Consideration of Special Resolution passed for winding up/Statement of the Company's Affairs and Listing of Creditors and their estimated amount of claims/Nomination of a person to be the Liquidator/Fixing of Remuneration of the proposed Liquidator/Appointment of Members of Committee of Inspection

· Appointment of Chairman of the meeting/Consideration of postponement of repayment and increase in the rate of interest/Authorising Trustees of the existing trust deed to execute supplemental trust deed

· Appointment of Chairman of the meeting/Consideration of increase in the rate of dividend on preference shares

· Minutes of extraordinary general meeting