MINUTES
Minutes of a meeting mean a
record of all that has happened at a meeting that is decisions taken on various
matters and resolutions adopted thereat. Minutes should exclude speeches or
Agreements made at a meeting in connection with discussions and deliberations
on any agenda item. Minutes should be fair and correct summary of the
proceedings at a meeting as any inaccuracy in it may make it lose its value and
usefulness. Minutes can be approved at the end of the meeting itself or at the
beginning of the next meeting depending on the custom followed by a company but
the general practice is to take necessary notes at the meeting and draw up the
minutes after the meeting and approve the said minutes at the next meeting. For
Board Meetings or for meetings of a Committee of a Board this is the practice
but for General Meeting minutes, they need not be approved at the next meeting
but should be drawn up and signed within 30 days of the holding of the General
Meeting. Sections 193, 194, 195 and 196 of the Companies Act, 1956, deal with
minutes. While section 193 provides for time and manner of keeping minutes and
entering minutes in minute books and also signing of minutes, section 194
stipulates that minutes kept in accordance with the provisions of section 193
will be evidence of the proceedings recorded therein and section 195 gives room
for presumptions to be drawn where minutes are duly drawn and signed, and
section 196 deals with General Meeting Minutes prescribing the place where
minutes should be kept and the mode in which they can be inspected.
Minutes should be concise
but at the same time contain sufficient details to ensure that a member may
understand properly as to what transpired in the meeting in his absence. It
should also contain all appointments of officers made at the meetings.
Specially minutes of meeting of the Board of Directors or of a Committee of the
Board must contain the following:
(a) the names of the
directors present at the meeting; and
(b)in the case of each
resolution passed at the meeting, the names of the directors, if any,
dissenting from, or not concurring in, the resolution.
Although minutes should
contain an exact account of what decisions were taken at the meeting but it
should not contain any matter which in the opinion of the Chairman of the
meeting is, or could reasonably be regarded as, defamatory of any person,
irrelevant or immaterial to the proceedings or detrimental to the interests of
the company.
The Chairman has the power to exercise an absolute discretion in regard
to the inclusion or non-inclusion of any matter in the minutes.
First and foremost the
heading describing the type of meeting the date, time and place of meeting and
then the names of the members present at the meeting should be mentioned with
designation whether director, managing director, whole time director or manager
or secretary, and also the names of members attending the meeting who had voted
against or in favour of a resolution. Then should come the item wise heading of
the minutes as per the agenda and matters discussed or considered which are not
within the agenda should be grouped under other items or miscellaneous items.
While minuting the resolutions exact wording of all the resolutions passed at
the meeting should be used as far as possible. Complete and exact details of
all contracts decided on at the meeting should be minuted with details of
appointments, salaries, powers and duties of officials and instructions given
to them regarding all authorised transactions.
Minutes should be kept in
safe custody preferably in a fireproof safe and should be properly indexed when
its subject matter is lengthy. Minutes of meetings of Board of Directors also
of Committee of the Board and the minutes of the General Meetings should be
made and entered in respective minute books within 30 days of the conclusion of
every such meeting. Each page of the minute book should be consecutively
numbered. Each page of minute book should also be initialled or signed and the
last page of the minutes of each meeting should be dated and signed.
In case of minutes of Board
Meetings or a Committee thereof they should be signed by the Chairman of the
said meeting or the Chairman of the next succeeding meeting. In case of minutes
of General Meetings, they should be signed by the Chairman of the same meeting
within 30 days of the conclusion of such meeting and in the event of death or
inability of that Chairman within the said period of 30 days by any director
duly authorised by the Board of Directors to do so. In no circumstances minutes
of a meeting should be attached to any book by pasting or otherwise. Department
of Company Affairs has clarified that loose-leaf minute books are
permitted, provided the companies keep them in such manner and take appropriate
safeguards against interpolation of the leaves in the books such as serial
numbering of pages, authentication of each book, safe custody of the keys, if
any, to the loose-leaf register. The companies should also ensure that
the loose-leaf minutes are bound into books at regular intervals of six months.
(Letter No. 16047/TA/VII dated 16-12- 1971). Chairman's rulling
will prevail in case of discussions as to the accuracy of the minutes and also
with regard to any questions arising out of the minutes. In case a conflict of
opinion arises with regard to the accuracy of any minutes, an amendment to the
motion suggesting alteration in the minutes will be put to vote and decision
taken. In such amendment motion members who are not present in the meeting
should avoid taking part in the discussion and should also refrain from voting
thereat. Minutes once approved by a meeting merely verifies the accuracy of the
minutes and does not amount to adoption of the minutes or confirmation or
ratification of the resolutions passed at the meeting.
Section 196 provides that
the books containing the minutes of the proceedings of any General Meeting of a
company should be kept at the registered office of the company and should be
open to the inspection of any member without charge during business hours. Such
inspection can be subject to any reasonable restrictions as the company may
impose either by its articles of association or by passing a resolution at a
General Meeting to that effect so that not less than 2 hours in each day are
allowed for inspection. No non-member is allowed to inspect copies of
minutes of General Meetings. Minutes of Board Meetings. are absolutely
prohibited from inspection and they are also not required to be kept at the
registered office of the company. Copies of minutes of any General Meeting
should be furnished to any member on request within 7 days of making such
request on payment of Re. 1/- by the member for every 100 words or
fractional part thereof required to be copied. In case of refusal made by any
company to a member in allowing inspection or in furnishing copies of minutes
within the prescribed time, the company and every officer of that company will
be punishable with fine of Rs. 5,000/- in respect of each offence. A
member who has not been allowed to inspect minutes of General Meetings or take
copies of minutes can also go to the Company Law Board for an order, to compel
the defaulter company to allow inspection of minutes of General Meeting
immediately or to direct the defaulter company to send copies of minutes to the
member forthwith. For obtaining such order, a member should make a petition
Form No. I given in Annex II to the Company Law Board Regulations, 1991 with a
fee of Rs. 50/- to be paid by way of demand draft.
Section 194 provides that
when minutes are kept in accordance with the provisions of section 193, they will be evidence of the
proceedings recorded therein. It is important, therefore to ensure that the
minutes contain accurate record of all proceedings transacted at the meetings
and all appointments made therein. This legal provision that the minutes are
evidence of proceedings casts a burden of proving the incorrectness of minutes
upon those who so allege [Re. Indian
Zoedone Co., (1884) 26 ChD 70]. To fully
justify this burden evidence may be given to explain what in fact was done in
the meeting even if such explanation contradicts the minutes already recorded. [Re. Fireproof Doors, (1916) 2 Ch 142]. Although minutes are evidence when
kept in accordance with statutory provisions, they are not conclusive evidence.
[Betts & Co. v. Machaghten, (1910)].
Section 195 provides that where minutes of the proceedings of any general
meeting of the company or of any meeting of its Board of directors or of a
committee of the Board have been kept in accordance with the provisions of
section 193, then until the contrary
is proved, the meeting shall be deemed to have been duly called and held, and
all proceedings thereat to have duly taken place, and in particular, all
appointments of directors or liquidators made at the meeting shall be deemed to
be valid. A plain reading of this section makes it clear that the presumptions
arising in this section is a rebuttable one by adducing contrary evidence and
if a proper minutes book is kept and proceedings of meetings are duly recorded
it shall be deemed that the meeting has been duly called, held and all proceedings
thereat have taken place and the consequent appointment of director or
directors has been validly made. If the minutes are not recorded or signed
within the prescribed period, then it is to be presumed that it is not properly
kept and it will not be receivable in evidence. B. Sivaraman v. Egmore Benefit Society Ltd., (1992) 75 Com Cases 198, 216 (Mad).
Secretarial Standard-1 on Board
Meeting Minutes
Paragraphs 8, 9 and 10 of Secretarial Standard-1
provide for Minutes of Board Meetings. Paragraph 8 provides generally about Minutes of Board Meetings, paragraph 9
provides for recording of Minutes and Paragraph 10 provides for preservation of
Minutes and other Records.
Sub-paragraph 8.1
provides that within 7 days from the date of the meeting of the Board or
Committee or of an adjourned meeting, 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.
Sub-paragraph 8.2 provides that the Minutes of
proceedings of a meeting should be entered in the Minutes Book within 30 days
from the conclusion of the meeting.
Sub-paragraph 8.3
provides that the date of entering the Minutes should be specified in the
Minutes Book by a Director or the Secretary.
Sub-paragraph 8.4 provides that the Chairman should
initial each page of the Minutes, sign the last page of the Minutes and append
to such signature the date on which he has signed the Minutes.
While the law requires that
Minutes of the proceedings should be entered in the Minutes Book within thirty
days of the Meeting, there is no prescribed time limit within which such
Minutes have to be signed. They could be signed beyond a period of thirty days
if the succeeding Meeting is held after a period of thirty days from the date
of the earlier Meeting. However, it is also not obligatory to wait for the next
Meeting in order to have the Minutes of the previous Meeting signed. Such
Minutes may be signed by the Chairman of the Meeting at any time before the
next Meeting is held.
The Minutes of Meetings of
the Board can be inspected only by the Directors. While the Auditor or Cost
Auditor of the company or Secretary in whole-time practice appointed by
the company can also inspect the Minute Books in the course of audit or
certification, a member of the company has no right to inspect the Minutes of
Meetings of the Board or any Committee thereof. Officers of the Registrar of
Companies, or other Government or regulatory bodies duly authorised in this
behalf under law, during the course of an inspection, can also inspect the
Minutes.
Sub-paragraph 8.5
provides that Minutes should not be pasted or attached to the Minutes Book.
Sub-paragraph 8.6
provides that Minutes, if maintained in loose-leaf form, should be bound
at intervals coinciding with the financial year of the company.
The pages of the Minutes
Book should be serially numbered and there should be proper locking device to
ensure security and proper control to prevent irregular removal of the loose
leaves.
Sub-paragraph 8.7
provides that extracts of the Minutes should be given only after the Minutes
have been duly signed. However, certified copies of any Resolution passed at a
Meeting may be issued even pending signing of the Minutes by the Chairman, if
the draft of that Resolution had been placed at the Meeting and was duly
approved.
Sub-paragraph 8.8
provides that Minutes of an earlier Meeting should be noted at the next
Meeting.
Sub-paragraph 8.9
provides that any alteration, other than grammatical or minor corrections, in
the Minutes as entered, should be made only by way of express approval taken in
the subsequent Meeting in which such Minutes are sought to be altered.
Sub-paragraph 8.10
provides that the Minutes of Meetings of any Committee should be circulated to
the Board along with the agenda for the meeting of the Board next following
such Meeting of the Committee and should be noted at the Board Meeting.
If the Minutes of Meetings
of any Committee are pending noting by the Committee at the time of circulating
the Agenda for the Meeting of the Board, such Minutes should be circulated to
the Board in draft form.
Sub-paragraph 9.1
provides that in addition to the names of Directors present at the Meeting, the
names of persons in attendance and the names of invitees, if any, should be
recorded in the Minutes.
Sub-paragraph 9.2
provides that apart from the Resolution or the decision, the Minutes should
mention the brief background of the proposal and the rationale for passing the
Resolution or taking the decision.
Sub-paragraph 9.3 provides
that the names of the Directors who dissented or obtained from the decision
should be recorded. Similarly, the fact that on interest Director did not
participate in the discussion or vote should be recorded in the Minutes.
Sub-paragraph 9.4
provides that wherever any approval of the Board or of the Committee is taken
on the basis of certain papers laid before the Board or the Committee, proper
identification by initialling of such papers by the Chairman or any Director
should be made and a reference thereto should be made in the Minutes.
Sub-paragraph 10. 1
provides that the Minutes of all Meetings should be preserved permanently.
Sub-paragraph 10.2
provides that where, under a scheme of arrangement, a company has been merged
or amalgamated with another company, the Minutes of all Meetings of the Board
and Committees of the transferor company should be preserved permanently by the
transferee company, notwithstanding the fact that the identity of the
transferor company may not survive such arrangement.
Sub-paragraph 10.3
provides that office copies of Notices, Agenda and Notes on Agenda and other
related papers should be preserved in good order for as long as they remain
current or for ten years, whichever is later, and may be destroyed thereafter
under the authority of the Board.
Secretarial Standard-2 on General
Meeting Minutes
Paragraphs 15, 16 and 17 of Secretarial Standard-2 provide for Minutes of
General Meetings. Paragraph 15 provides generally about Minutes of General
Meetings, paragraph 16 provides for recording in the Minutes and paragraph 17
provides for preservation of Minutes and other records.
Sub-paragraph 15.1
provides that Minutes should contain a summary of the proceedings of the
Meeting, recorded fairly, correctly, completely and in unambiguous terms, and
should be written in third person and past tense.
Sub-paragraph 15.2
provides that the Minutes should be entered and signed within thirty days from
the conclusion of the Meeting.
In case a Meeting is
adjourned, Minutes should be entered in respect of the original Meeting as well
as the adjourned Meeting within thirty days from the dates of the respective
Meetings.
The pages of the Minutes
book should be consecutively numbered. The Minutes should be dated and signed
by the Chairman of the Meeting within a period of thirty days or, in the event
of death or inability of the Chairman within that period, by a Director who was
present in the Meeting, authorized by the Board for the purpose.
Sub-paragraph 15.3
provides that the Chairman should initial each page of the Minutes, sign the
last page of the Minutes and append to such signature the date on which he has
signed the Minutes.
Sub-paragraph 15.4
provides that Minutes, once entered in the Minutes Book, should not be altered.
However, minor errors may be corrected and initialled by the Chairman even
after the Minutes have been signed.
Sub-paragraph 15.5
provides that Minutes should not be pasted or attached to the Minutes Book.
Sub-paragraph 15.6
provides that Minutes, if maintained in loose-leaf form, should be bound
at reasonable intervals.
Sub-paragraph 15.7
provides that Minute Books should be kept at the Registered Office of the
company.
Sub-paragraph 16.1
provides that the name of the Chairman of the Meeting and the names of
Directors including the Chairman of the Audit Committee, if any, present at the
Meeting should be recorded.
Sub-paragraph 16.2
provides. that the number of members required to form the quorum and the fact
that the required Quorum was present should be recorded.
Sub-paragraph 16.3
provides that the number of members present in person and through
representatives and Proxies should be recorded.
Sub-paragraph 16.4
provides that the presence, at the Annual General Meeting of the Auditor and
the Practicing Company Secretary who has given the Compliance Certificate,
should be recorded.
Sub-paragraph 16.5
provides that if the Chairman was interested in an item of business at the
Meeting, the fact that he vacated the Chair and requested the Vice Chairman, if
any, or some other Director or Member to Chair the meeting to transact such
business should be recorded.
Sub-paragraph 17.1
provides that Minutes Book to record Minutes of Meetings should be kept
separately from those books used to record Minutes of any other meetings and
should be kept at the Registered Office of the Company.
Sub-paragraph 17.2
provides that the Minutes of all Meetings should be preserved permanently.
Minutes can be inspected by
any Member. The Auditor or Cost Auditor of the company or Practicing Company
Secretary appointed by the company can also inspect the Minutes Book in the
course of audit or certification.
Sub-paragraph 17.3
provides that where, under a scheme of arrangement, a company has been merged
or amalgamated with another company, the Minutes of all Meetings of the
transferor company should be preserved permanently by the transferee company,
notwithstanding the fact that the identify of the transferor company may not
survive such arrangement.
Sub-paragraph 17.4
provides that Office copies of Notice and supporting papers relating to the
Notice should be preserved in good order for as long as they remain current or
for ten years, whichever is later, and may be destroyed thereafter, on the
authority of the Board.
Distinction
between report and minute
The main distinction between
a report and a minute is this that the former consists mainly of what was said
whereas the latter consists chiefly of what was done or agreed upon. Speeches
and arguments given at General Meetings may well be good material for a
newspaper report but in case of minutes, resolutions and decisions are the only
proper material to be entered in them.
The Secretary of the meeting
should take necessary notes at each meeting and thereafter draw the draft
minutes and then have them vetted by the Chairman of the meeting before
entering them in the minute book. The Secretary should ensure while doing so
that the record made by him is absolutely impartial and free from ambiguity and
that an exact account of what actually had taken place in the meeting and
nothing more than that is minuted in the minute book. The Secretary should also
ensure that the minutes are sufficiently detailed and complete in all respects
so as to allow an absent member to properly understand from the minutes what
was actually done and agreed upon at the meeting.
DRAFT SPECIMEN MINUTES OF BOARD MEETINGS
Specimen/Agenda facilitating minutes
writing
A form of agenda to be
circulated with the notice of the Board of Directors' Meeting which can be
converted into minutes of the proceedings of the Board Meeting may be in the
following form:
Agenda for Board Meeting
Agenda for a meeting of the
Board of Directors of RUSHABH MANAGEMENT & INFOSYS LTD. to be held at the registered
office of the company, at 301, Ashirwad Comp, Anand - 388 001, on ….the, 2002
at …..a.m./p.m.
Directors : Mr
……… Chairman
Mr ................
Mr ................
Mr ................
Mr ................
1. Confirmation of
minutes
To confirm the minutes of
the previous Board Meeting held on ............
2. Leave of absence
A letter dated the …….. 2002 from Mr …….. regretting his inability to attend the meeting is to be placed on the table and leave of absence as prayed for is to be granted to him.
3. Register of contracts
Register of contracts (Part
II) recording the Directors' interest pursuant to section 301 read with section
299(3)(a) of the Companies Act, 1956 is to be tabled.
Register of contracts (Part
I) recording the Directors' interest in contracts or arrangements pursuant to
section 301 read with sections 297 and 299 (2) of the Companies Act 1956 is to
be tabled, perused and signed by the Directors.
4. Renewal of general
notice of interest
Renewal of general notice of
interest under section 299(3)(b) of the Companies Act received from the
following Directors is to be tabled, read and noted:
Mr .........................
Mr .........................
Mr .........................
Mr .........................
Mr .........................
Mr .........................
The Chairman is to sign the
register of contracts (Part 11) in authentication of the recording of the said
'notices.
5. Review of operation
Detailed report of the
operation of the company during the month of .......... 2002 as submitted by
the Managing Director is to be tabled, discussed and noted.
The Directors may express
their satisfaction to the larger off-take of certain products of the
company due to sustained demand from the customers.
The Directors may also note with satisfaction the total orders received by the company which up to the end of …….. 2002 aggregated to Rs …….. lakhs.
6. Consideration of final
accounts
Draft of the profit and loss
account for the year ending 2002 and the proforma of balance-sheet as at
…….. 2002 are to be tabled and perused.
7. Statement of debtors
and creditors
Two statements showing the
amounts receivable from the debtors and payable to the creditors are to be
tabled and discussed.
The Board is also to ratify
the orders placed by the purchase sub-committee on different suppliers
during the month of …….. 2002 as per the statement placed before the Board.
8. Capital expenditure
The following estimates for
capital expenditure are to be tabled and sanction accorded by the Managing
Director for the total estimated expenditure of Rs. 15,00,000 is to be
confirmed.
Capital Description Amount Debitable
Estimate No. Rs. Head
21 of 2002 One
Radial Drill 27,500 Plant &
with all fittings, Machinery
chucks etc. A/c
22 of 2002 Field
-operation 30,000 Tools &
tools
for site as per
the details attached Tackles A/c
with the said estimate.
23 of 2002 Construction
of 11,00,000 Building
the new factory Factory
building A/c.
(Class at I)
24 of 2002 Electric
installa- 3,42,500 Electric
tion for the new installation
factory
building A/c.
including expenditure on new
power
line.
9. Appointments
The Board is to note and confirm the following
appointments made during the months of February and March, 2002, by the
Managing Director:
(a) Mr. ABC-Foreman, Processing Department,
effective 15-2-2002.
(b) Mr. XYZ-Liaison and Public Relations
Officer, effective 22-3-2002.
10. Confirmation of
circular resolution
It is to be noted and confirmed that the following
resolution was passed by the Directors through circulation dated the 8th March,
2002:
"RESOLVED that the Site Project Administrator, Mr. BCD, stationed at …….. be and is hereby authorised to sign all appointment letters for temporary staff getting a salary of Rs. 250 per month or less on behalf of the company with immediate effect."
11. Financial position
The financial position of
the company as at …….. 2002 …….. is to be noted as under:
Cash
in hand at the Head Office ... Rs ……..
Cash
in hand at Works No. (i) ... Rs ……..
Cash
in hand at No. (ii) ... Rs
……..
Cash
in hand at the Branch (a) ... Rs ……..
Cash
in hand at the Branch (b) ... Rs ……..
Total
Cash in hand ... Rs
……..
Cash
Credit Accounts with the A.B.C. Bank ... Rs ……..
Head
Office (Dr. Balance) ... Rs
……..
Branch
(a) (Dr. Balance) ... Rs
……..
Branch
(b) (Dr. Balance) ... Rs
……..
Total
overdrawn from Bank ... Rs ……..
Net
overdrawn balance ... Rs
……..
I.F.C.
Term loan balance ... Rs ……..
Sundry
Creditors ... Rs
……..
Total
liabilities ... Rs ……..
Inventories ... Rs
……..
Amount
receivable (Sundry Debtors) ... Rs ……..
Other
loans and advances ... Rs ……..
Total Current
assets ... Rs ....................
12. Next Board Meeting
Next Board meeting is to be tentatively fixed to be held on …….. 2002.
Sd/-
............. 2002
Chairman
AGENDA
A.B.C. Limited, Kanpur
Agenda for the First Meeting
of the Board
of Directors of A.B.C.
Limited to be held
on …….. at …….. hours.
Item
No. Contents
1. Appointment
of chairman of the Meeting.
2. Leave of absence.
3. Certificate
of Incorporation of the company.
4. Appointment of Directors.
5. Fixation
of financial year of the company.
6. Situation of registered office of the company.
7. Certificate
for commencement of business.
8. Adoption
of common seal of the company.
9. Appointment
of Secretary.
10. Procedure for recording the minutes of
the meeting of the Board of Directors and General Body Meetings.
11. Appointment of Auditors.
12. Opening of banking account and procedure for its operation.,
13. Chairman of the Board to be the chairman of the General
Meetings.
14. Approval of pre-incorporation and pre-operative
expenses incurred by the promoters.
15. Filing of statutory forms.
16. Maintenance of statutory Registers.
17. Next Board Meeting.
MINUTES
Minutes of the First Meeting of the Board of Directors of ABC Limited
held at ……..
hours on …….. at …….. the registered
office of the company.
Present
1.
Shri XYZ Chairman
2.
Shri LMN Director
3.
Shri SPM Director
4.
Shri KMS Director
By invitation:
Shri BVM General Manager
In Attendance
Shri RKM Secretary
Item No. 1: Appointment of Chairman
Shri XYZ was elected as Chairman of the meeting for a period of three years w.e.f. 26th June, 2002. In this connection the following resolution was passed: "RESOLVED that Shri XYZ, a Director of the Company be and is hereby elected as Chairman of this meeting of the Board of Directors for a term not exceeding three years effective from 26th June, 2002."
Shri XYZ, took the chair and welcomed the Directors
to the first meeting of the Board.
Item No. 2: Leave of Absence
Leave of absence was granted to Sarvashri RKK, MLB
and VKG, Directors.
Item No. 3: Certificate of incorporation of the
company.
The Board examined the Corporate Identification No. .... of 2002 dated 9th June, 2002 issued by the Registrar of Companies, U.P., Kanpur and ordered the Secretary to keep them under his safe custody.
Item No. 4: Appointment
of Directors.
The Board was informed that
in accordance with the provisions contained in section 254 of the Companies
Act, 1956, the subscribers to the Memorandum of Association shall be deemed to
be the Directors of the Company. This was noted by the Board. In this
connection the following resolution was passed:
"RESOLVED that
Sarvashri XYZ, LMN, RKK, VKG, KMS, MLB and SPM who have subscribed their names to
the Memorandum of Association of the company shall be deemed to be Directors of
the company."
Item No. 5: Fixation of financial year of the
company.
On the suggestion of Shri
SPM, Director, the Board of Directors decided that the financial year of the
Company be fixed from 1st April to 31st March and first financial year may start
with …….. and end on 31st March …….. being a period of …….. months.
Item No. 6: Situation of registered office of the
company.
Shri LMN, Director suggested
that for the present the registered office of the company be situated at No.
35, Mahatma Gandhi Road, Kanpur. In this connection the following resolution
were passed:
"RESOLVED that the
registered office of the Company be located at No. 35, Mahatma Gandhi Road,
Kanpur and that the necessary return be filed with the Registrar of Companies,
U.P. Kanpur."
"RESOLVED FURTHER that
the secretary of the Company be instructed to file Form No. 18* with the
Registrar of Companies, J.P. Kanpur."
Item No. 7: Certificate for commencement of
business.
Shri LMN, Director informed
that before the company could commence any business it was necessary to obtain
Certificate of commencement of business from the Registrar of Companies, U.P.,
Kanpur. He further said that it was necessary to file a statement in lieu of prospectus under section 70
of the Companies Act, 1956, and a declaration under section 149(2)(c) of the
Companies Act, 1956, to the Registrar of Companies, U.P., Kanpur for obtaining
the Certificate for commencement of Business.
After some discussions, the following resolution was
passed:
"RESOLVED that Shri
LMN, a Director of the company be and is hereby authorised to take all
necessary steps for obtaining the Certificate for commencement of business and
to do all acts and things as may be necessary in connection therewith and
ancillary and incidental thereto."
Item No. 8: Adoption of common seal.
Shri LMN, Director placed
before the meeting the facsimile of the common seal of the company. The same
was examined and approved by the Board. In this connection the following
resolution was passed:
"RESOLVED that the seal
as per impression affixed in the margin of the minutes and duly initialled by
the Chairman be and is hereby approved and adopted as the common seal of the
company and the same be kept in the safe custody of the Secretary."
Item No. 9: Appointment of
secretary.
Shri LMN, Director informed
the Board that on the basis of an open advertisement and interview, the company
has selected Shri RKM as the Secretary of the company. He said that Shri RKM
has joined the company w.e.f …….. He stated that Shri RKM will be paid a
consolidated remuneration of Rs. 25,000/- p.m. and other benefits as per
the rules of the company. The appointment of Shri RKM as Secretary of the
company was considered and approved by the Board. In this connection the
following resolution was passed:
"RESOLVED THAT Shri
RKM, be and is hereby appointed as the Secretary of the company with effect
from at a consolidated
remuneration of Rs. 25,000/- p.m. and other benefits as per rules of the
company."
Item No. 10: Procedure for
recording the minutes of the meeting of the Board of Directors and General Body
Meetings.
The Board approved the
procedure laid down under section 193 of the Companies Act, 1956, for recording
the minutes of the meeting of the Board of Directors and those of General Body
being followed. It was also decided that the minutes be kept in a bound loose-leaf
minutes book duly typed, stitched, serially numbered and initialled by the
Chairman of the meeting and every such bound loose-leaf minutes book be
bound after a certain period of time as may be decided by the chairman.
Item No. 11: Appointment of Auditors.
Shri SPM, Director suggested
that Messrs. KLM & Co. Chartered Accountants be appointed as the First
Auditors of the company. From the date of incorporation of the company to the
conclusion of the first Annual General Meeting of the company and that they may
be paid a fee of Rs. 75,000/- for auditing the accounts of the company
for the financial year 2002-2003 plus actual out-of-pocket
expenses incurred by them. The matter was discussed and the Board approved the
appointment of Messrs. KLM & Co., Chartered Accountants, as the First
Auditors of the company. In this connection the following resolutions were
passed:
"RESOLVED that the
consent of the Board of Directors be and is hereby given to the appointment of
Messrs. KLM & Co., Chartered Accountants, as First Auditors of the company
to hold office from the date of incorporation to the conclusion of the first
Annual General meeting of the company at a remuneration of Rs. 75000/-
for auditing the Accounts of the company for the financial year 2002-2003
plus reimbursement actual out-of-pocket expenses.
RESOLVED FURTHER that the
Secretary of the company be and is hereby directed to give intimation of this
appointment to the Auditors so appointed within seven days of the date of the
resolution."
Item No. 12: Opening of banking account and
procedure for its operation.
It was suggested that a
current banking account be opened in the name of ABC Limited with the Bank of
Baroda, Mahatma Gandhi Road, Kanpur and Shri SPM, a Director of the company be
authorised to operate the same. In this connection the following resolution was
passed:
"RESOLVED that a
banking account in the name of the company be opened with the Bank of Baroda,
Mahatma Gandhi Road, Kanpur and that the said Bank be and is hereby authorised
to honour all cheques, bills of exchange, promissory notes drawn, accepted and
all negotiable instruments whatsoever made on behalf of the company by Shri
SMP, a Director of the company and to act on any instructions so given relating
to the account whether the same be over-drawn or not or relating to the
transactions of the company."
Item No. 13: Board Chairman to be General Meeting
Chairman.
The Chairman offered other
members of the Board to place their views in the matter of making the Chairman
of the Board as the Chairman of all General Meeting of the company that may be
held hereafter and on all the directors being of the same view as the Chairman
it was unanimously "Resolved that the Chairman of the Board shall be the
Chairman of all General Meetings of the company'
Item No. 14 : Adoption of
pre-incorporation and pre-operative
expenses incurred by the promoters.
The statement showing the
pre- incorporation and pre-operative expenses placed before the
Board was considered and the same was unanimously approved. The following
resolution was passed in this connection:
"RESOLVED that the liability
for an amount of Rs. 25,96,800/- incurred towards pre-incorporation
expenses and Rs. 27,09,570/- estimated to be incurred up to 31st March,
2002 by the promoters as set out in the statements placed before the meeting
and reproduced below be and is hereby approved and accepted by the company:
i. Statement of pre- incorporation expenses.
ii Statement of pre-operative expenditure likely to be
incurred up to 31st March, 2002.
Item No. 15: Filing of Statutory Forms.
Secretary of the company was directed to file with the appropriate authorities statutory forms and documents within stipulated time under the Companies Act, 1956 and under other statutes whenever required.
Item No. 16: Maintenance of
Statutory Registers
The secretary was instructed to buy and maintain all
the Statutory Registers required under the Companies Act, 1956 and to make
necessary entries therein.
Item No. 17: Next Board Meeting
The next meeting of the Board will be held on …….. the …….. at the registered office of the Company, at a.m./p.m.
Vote of Thanks
As there was no other business to be transacted, the
meeting came to an end with a vote of thanks to the chair.
(Signature)
Chairman
Minutes of the meeting of
the Board of Directors of RUSHABH MANAGEMENT & INFOSYS., held at the
registered office of the company at 301, Ashirwad Comp, Anand - 388 001, on
……..the …….. 2002 at …….. a.m./p.m.
Present:
Mr
…….. Chairman
Mr
……..
Mr
……..
Mr
……..
Mr
……..
In attendance: Mr. BCD Secretary
1.
Confirmation of minutes.- The minutes of the previous Board Meeting held on
the …….. 2002 having been circulated, were taken as read and the Chairman of
this meeting signed the same as fair and correct record were confirmed.
2. Leave of absence.- A letter dated the …….. 2002 from Mr
…….. regretting his inability to attend the meeting was placed on the table
and leave of absence was granted to him.
3. Register of contracts.- Register of contracts (Part
II) recording the Directors' interest pursuant to section 301 read with section
299(3)(a) of the Companies Act 1956 was tabled and register of contracts (Part
1) recording the Directors' interest in contracts or arrangements pursuant to
section 301 read with sections 277 and 299 (2) of the Companies Act 1956 was
tabled, perused and signed by the Directors.
4.
Renewal of general notice of interest.- Renewal of general notice
of interest under section 299(3)(b) of the Companies Act received from the
following Directors as placed before the meeting was noted and recorded.
5. Review of operation.-Detailed report of the operation of the company
during the month of …….. 2002 as submitted by the Managing Director was tabled,
discussed and noted.
The Directors expressed
their satisfaction to the larger off- take of certain products of the
company due to sustained demand from the customers.
The Directors also noted
with satisfaction the total orders received by the company which up to the end
of …….. 2002 aggregated to Rs. …….. lakhs.
6. Consideration of final accounts.-The final
accounts for the year ending …….. 2002 were
tabled before the meeting for the consideration of the Board and the notes
thereon as required by Schedule VI of the Companies Act, 1956, were considered
and approved.
7.
Statement of debtors and creditors.- Two statements
showing the amounts receivable from the debtors and payable to the creditors
were tabled and perused and the orders placed by the purchase sub-committee
on different suppliers during the month of …….. 2002, as per the statement placed
before the Board were ratified and recorded.
8. Capital expenditure.-The following estimates for capital expenditure sanctioned by the Managing Director
for the total estimated expenditure of Rs. 36,40,000/- were placed before
the meeting and were confirmed.
Capital Description Amount Debitable
Estimate No. Rs. Head
21 of 2002 One
Radial Drill 47,500 Plant &
with
all fittings, Machinery
chucks etc. A/c
-
22 of 2002 Field
operation tools 50,000 Tools &
for site as per the Tackles
A/c
details attached with
the said estimate.
23 of 2002 Construction
of the 31,00,000 Building
new factory build- Factory
ing at A/c.
(Class I)
24 of 2002 Electric
installation 4,42,500 Electric
for the new factory installation
building
including A/c.
expenditure
on new
power line.
9. Appointments.- That the following
appointments made during the months of February and March, 2002, by the
Managing Director were noted and confirmed:
(a) Mr. ABC-Foreman,
Processing Department, effective 15-2-2002.
(b) Mr. XYZ-Liaison
and Public Relations Officer, effective 22-3-2002.
10. Confirmation of the
resolution by circulation.- It was noted and confirmed that the following
resolution was passed by the Directors through circulation, dated the 8th
March, 2002:
"RESOLVED that the Site Project Administrator, Mr. BCD, stationed …….. at be and is hereby authorised to sign all appointment letters for temporary staff getting a salary of Rs. 3000/- per month or less on behalf of the company with immediate effect."
11. Financial position.-The financial position Of the
company as …….. at …….. 2002, as per the statement placed before the meeting,
was considered and noted.
12. Next Board meeting.- The date of next Board
Meeting was considered and it was decided that the same would be held on 2002.
Sd/-
2002
Chairman
Agenda for the …….. Meeting of the Board of Directors of ABC Limited held on …….. at …….. hours at …….. the registered office of the company.
Item No. Contents
1. Leave of absence.
2. Confirmation of minutes of
the Board Meeting.
3. Industrial licence.
4. Recruitment of staff.
5. Appointment of financial and technical
collaborators.
6. Purchase of land.
7. Any other business with the
permission of the Board.
8. Next Board Meeting.
MINUTES
Minutes of the Meeting of the Board of Directors of ABC Limited held on
…….. 2002 at 10-30 hours at the Registered Office of the company.
Present
1.
Shri XYZ Chairman
2.
Shri LMN Director
3.
Shri SPM Director
4.
Shri MLB Director
5.
Shri VKG Director
In attendance
Shri RKM Secretary
Item No. 1: Leave of Absence
Leave of absence was granted
to Sarvashri RKK and KMS, Directors. Shri XYZ, Chairman took the chair.
Item No. 2: Confirmation of minutes of the Board
Meeting
The minutes of the meeting
of the Board of Directors held on …….. which were circulated earlier to all the
Board Members were considered and confirmed.
Item No. 3 : Industrial licence
Shri LMN, Director informed
the Board that the Ministry of Industry, Government of India has granted to the
company an industrial licence permitting the company to establish a new
industrial undertaking for the manufacture of griding balls with an installed
capacity of 70,000 tonnes per annum and graded castings with an installed
capacity of 70,000 tonnes per annum on single shift basis. The industrial
licence, placed on the table, was perused by the Board. After some discussion
the following resolution was passed:
"RESOLVED that the industrial licence No . …….. dated the ........ 2002 issued by the Ministry of Industry, Government of India, in the name of the company, permitting the company to establish a new under taking for the manufacture of griding balls with an installed capacity of 70,000 tonnes per annum and graded castings with an installed capacity of 70,000 tonnes per annum on single shift working basis as placed before the meeting, be and is hereby noted and steps may be taken to establish a new industrial undertaking for the purpose and the Secretary of the Company be instructed to do such acts and deeds as may be necessary to esablish that of a new industrial undertaking.
Item No. 4:
Recruitment of Staff
Shri LMN, Director mentioned
that the company would be requiring some qualified both technical and non-technical
personnel to carry out the day-to- day activities of the company. The
requirement of staff, as per statement placed below the Board, was considered
and approved by the Board. In this connection the Board Members expressed their
views and there being a consensus in the matter the following resolution was
passed:
"RESOLVED that a
recruitment committee consisting of Sarvashri LMN and SPM be and is hereby
constituted for recruitment of both technical and non-technical
personnel, as per statement placed before the Board, and that its
recommendation as to the placement of the personnel so recruited at the
appropriate job shall be final."
Item No. 5: Appointment of financial and technical
collaborators
Shri LMN, Director placed
before the Board a draft of the agreement to be submitted to the Ministry of
Industry, Government of India, for their approval to the appointment of M/s.
KRZ Inc. USA, as the financial and technical collaborators of the company was
perused by the Board. The matter was discussed. After discussions, the Board
authorised Shri MLB, Director of the company to approach the Ministry of
Industry for seeking their approval to the agreement and to execute the same
with the collaborators with such modifications/alterations as may be suggested
by the Ministry of Industry while according their approval. The following resolutions
were passed in this connection:
"RESOLVED that Shri
MLB, Director of the company be and is hereby authorised to approach the
Ministry of Industry for seeking their approval to the agreement to be entered
into by the company with M/s. KRZ, Inc. USA the financial and technical
collaborators of the company and to accept the alterations/ modifications
suggested by the Ministry in the agreement while according their approval.
RESOLVED FURTHER that Shri
MLB, Director be and is hereby also authorised to execute the agreement with
M/s. KRZ Inc. USA on behalf of the company and to affix the common seal thereon
in the presence of Secretary of the company."
Item No. 6: Purchase of land
Shri LMN, Director informed
the Board that the company has located a suitable site for setting up the
company's plant, measuring 10000 sq. mt. near Gurgaon. The owner of the land is
willing to sell the same to the company at a total price of Rs. 60 lakhs. The
site plan of the said plot of land placed before the Board was perused by the
Board. The matter was considered by the Board and the following resolution was,
passed in this connection:
"RESOLVED that Shri
SPM, Director of the company be and is hereby authorised to finalise the deal
with the owner of the land at total value of Rs. 60 lakhs and arrange
registration and mutation of the title to such land in favour of the
company."
Item No. 7 : Any other business with the permission
of the Board
The Chairman stated that
since there is some sudden replacement in the branch office of the company at the operating instructions given to the bank
accounts of the company need to be changed and as such the following
resolutions to be passed:
"RESOLVED that the operating instructions given to ..................Bank branch for operating current bank account No …….. of the company by Mr …….. who was then the branch manager of the company at the Board Meeting held …….. on …….. be revoked and cancelled."
"RESOLVED FURTHER that Mr …….. who has now been appointed as the Branch Manager of …….. branch of the company be and is hereby authorised to sign cheques and give operating instruction on behalf of the company to .......... Bank branch with regard to the company's current Account No ……..with the said bank."
Item No. 8: Next Board Meeting
The next meeting of the Board will be held on …….. the …….. 2002 …….. at the registered office of the company.
Vote of Thanks
There being no other
business to be transacted the meeting ended with a vote of thanks to the chair.
Date:
……..……..
CHAIRMAN
AGENDA
Agenda of the …….. meeting of the Board of Directors of ABC Limited held on ……..…….. 2002 at …….. hours at …….. the registered office of the company.
Item No. Contents
1. Leave of absence.
2. Confirmation of Minutes of last Board Meeting.
3. Resolution by Circulation.
4. Appointment of Cost Auditor.
5. Appointment of Additional Director.
6. Application for project Finance to Financial Institutions.
7. Next Board Meeting.
Minutes of the …….. meeting of the Board of Directors of ABC Limited held on …….. 2002 at …….. hours at the registered office of the company.
Present
1.
Shri X Y Z .............. Chairman
2.
Shri L M N .............. Director
3.
Shn"V K M .............. Director
4.
Shri M L M .............. Director
In attendance
Shri
SPM .............. Secretary
Item No. 1: Leave of absence
Leave of absence was granted
to Sarva Shri RKM and KMS Directors who have intimated their inability to
attend the Board Meeting.
Item No. 2: Confirmation of the Minutes of last
Board Meeting.
The Minutes of Board Meeting held on the draft of which was circulated to all the Directors were confirmed and signed by the Chairman.
Item No. 3: Resolution by Circulation
The following resolution passed by the Directors by
circulation was noted:
RESOLVED that the company do
open a Current Banking Account of the Company in the name and style of
"ABC Limited Interim Dividend 2001-2002" with
................................................
(Name and address of the
Bank)
and Shri ……..……..…….. Director and Shri ……..……..……..…….. Secretary be and are hereby authorised to operate the said Bank Account jointly and severally.
RESOLVED FURTHER that the
said Bank be and is hereby authorised to honour all dividend warrants drawn on
the said Bank payable at all branches of the Bank at …….. under the facsimile
signature of Shri ……..…….. Managing Director of the Company.
RESOLVED FURTHER that the
format of the warrants for interim dividends to be distributed to the
shareholders should have the Tax deducted at source format inserted in them.
RESOLVED FURTHER that Shri ……..……..…….. Director and Shri ……..…….. Secretary of the Company be are hereby authorised to revalidate the dividend warrants.
Item No. 4: Appointment of Cost Auditor
The Board was informed that
the Central Government in terms of the provisions contained in Section 233B of
the Companies Act, 1956 has directed that audit of Cost Accounts of the Company
be carried for the year ended …….. on
…….. by the Cost Auditor to be appointed with the previous approval of
the Central Government. The following resolution was passed in this connection:
RESOLVED that pursuant to
the directors conveyed by the Central Government vide Order No …….. dated ……..
for conducting audit of Cost accounts of the company for the year ended on
…….. Shri …….. Cost Accountant in practice who has certified that appointment
if made will be in accordance with the provisions of Section 224(IB) of the
Act be and is hereby appointed as Cost Auditor subject to the approval of the
Central Government.
RESOLVED FURTHER that the payment of Rs ……..…….. as
remuneration be proposed for the Cost Auditor plus reimbursement of incidental
expenses that may be incurred by the Cost Auditor in conducting Cost Audit of
the Company.
RESOLVED FURTHER that the
Secretary of the Company be and is hereby authorised to make necessary
application to the Central Government for obtaining approval to the appointment
as Shri …….. proposed to be appointed as Cost Auditor.
Item No. 5: Appointment of Additional Director
The Board was informed that Shri ……..…….. is proposed to be appointed as Additional Director of the company pursuant to the provisions contained in Section 260 of the Companies Act, 1956 read with Article …….. of the Articles of Association of the Company. The Board passed the following resolution:
RESOLVED that Shri …….. who has given his consent to act as a director of the company be and is hereby appointed as an Additional Director.
RESOLVED FURTHER that the
Secretary of the company be and is hereby authorised to file necessary returns
with the Registrar of Companies.
Item No. 6: Appointment for project Finance to
Financial Institutions
The Board was informed that
a detailed project report has since been prepared. To finance the project Cost
necessary applications will have to be made to the financial institutions for
financial assistance in the shape of long term loans and underwriting of
proposed public issue. The following resolution was passed by the Board in this
connection.
RESOLVED that Shri …….. Managing Director and Shri …….. Director of the Company be and are hereby authorised to submit necessary applications to the following financial institutions for financial assistance in the shape of long-term loans to the tune of Rs …….. and underwriting of the public issue of Rs …….. proposed to be made to the public and to do all such acts and things as may be necessary in this regard.
Item No. 7: Next Board Meeting
The next Meeting of the Board of Directors will be held on .................... at The Meeting ended with a vote of thanks to the Chair.
Date ……..…….. CHAIRMAN
Leave of
Absence/Confirmation of Minutes/Appointment of Managing Director/Statement in
lieu of prospectus/Statutory
Report/Opening of Branch Office/Next Board Meeting
AGENDA
Agenda
for the Meeting of the Board of
Directors of ABC Limited held on …….. at …….. hours at …….. the Registered
Office of the company.
Item No. Contents
1. Leave of absence.
2. Confirmation of minutes of
the Board Meeting.
3. Appointment of Managing Director.
4. Statement in lieu of prospectus.
5. Approval of the Statutory Report.
6. Opening of a branch office.
7. Interest of director.
8. Next Board Meeting.
MINUTES
Minutes of the …….. Meeting of the Board of
Directors of ABC Limited held on …….. at……..
hours at …….. the Registered Office of the company
Present
1................... Chairman
2
……..…….. Director
Item No. 5 : Approval of the Statutory Report
The Board was informed by
the chairman that the Statutory Meeting under section 165 of the Companies Act,
1956, has to be held within six months from the date the company was entitled
to commence business. The draft of the Statutory Report placed before the Board
was approved. In this connection the following resolutions were passed:
RESOLVED that subject to the
approval of the shareholders pursuant to the provisions of section 165 of the
Companies Act, 1956, the draft of the Statutory Report placed before the Board
and duly initialled by the Chairman for the purpose of identification be and is
hereby approved.
RESOLVED FURTHER that the Statutory Report be certified as correct on behalf of the Board by Shri …….. Managing Director and Shri …….. Director of the company for submission to the company's Auditors for their report thereon.
RESOLVED FURTHER that the Statutory Meeting of the share holders of the company be convened on at the registered office of the company on …….. the …….. 2002, at …….. hours.
RESOLVED FURTHER that the
Secretary of the company be and is hereby authorised to issue notice calling
the Statutory Meeting of the shareholders of the company and circulate the
Statutory Report along with the notice of the meeting to all the shareholders
of the company and deliver a certified copy of the Statutory Report to the
Registrar of Companies forthwith after sending copies thereof to the
shareholders of the company for registration."
Item No. 6: Opening of a Branch Office
The Board was informed by
the Managing Director that for sale of the company's products, it was proposed
to open a sales depot at Lucknow. It was stated that this sales depot will
cater to the needs of the people in and around Lucknow. The matter was
discussed and after some discussion the proposal of the company -was
approved. In this connection the following resolution was passed:
RESOLVED that the company do
open a sales depot at Lucknow for the sale of its products in and around
Lucknow and Shri LMN, Director of die company be and is hereby authorised to
take all action as may be -necessary in this regard."
Item No. 7 : Interest of Director
The secretary reported that Shri …….. Director of the company had given formal notice that he is a director of Ltd. and a partner in the firm of and should accordingly be regarded as interested in any contract with that company or firm.
Item No. 8: Next Board Meeting
The
next meeting of the Board will be held on …….. at the registered office of the
company.
Vote of Thanks
As there was no other business to be transacted the
meeting ended with a vote of thanks to the chair.
Date: ……..
CHAIRMAN
…………
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
AGENDA
Agenda of the …………. meeting of the Board of Directors of ABC Limited held on ……… 2002 at ……… hours at ……… the registered office of the company.
Item No. Contents
1. Leave of absence.
2. Approval of Minutes of the Board Meeting held on
3. Issue of duplicate share certificate on
furnishing indemnity bond.
4. Issue of Share Certificate.
5. Permanent Account Number.
6. Sales Tax Registration.
7. Public issue of shares.
8. Closure of books.
9. Next Board Meeting.
Minutes of the ……… meeting of the Board of Directors of A B C Limited held on ……… 2002 at ……… hours at ……… the registered office of the company.
Present
1.
Shri X Y Z .................... Chairman
2.
Shri L M N .................... Director
3.
Shri V K M .................... Director
4.
Shri M L M .................... Director
In attendance
Shri
SPM .................... Secretary
Item No. 1: Leave of absence
Leave of absence was granted to Sarva Shri RKM and
KMS Directors who have intimated their inability to attend the Board Meeting.
Item No. 2: Approval of Minutes of the Board Meeting
held on
The Minutes of Board Meeting held on ……… the draft of which was circulated to all the Directors were confirmed and signed by the Chairman.
Item No. 3: Issue of duplicate share certificate on
furnishing indemnity bond
The Board was informed that Shri ……… holder of ……… equity shares of Rs. 10/- each of the company bearing distinctive numbers from ……… to ……… has applied for issue of duplicate share Certificates in lieu of the original certificates having been lost and has furnished an indemnity bond for the same. The matter was considered by the Board and the following resolutions was passed.
RESOLVED that approval of
the Board of Directors be and is hereby accorded to the issue of duplicate
Share Certificates in lieu of the original certificates reported as lost to
Shri ……… who has furnished as indemnity bond for the same.
RESOLVED FURTHER that the said duplicate share certificate be issued under the Common Seal of the company to be affixed in the presence of Shri ……… Director and Shri ……… Secretary of the company who shall sign the same in token thereof.
Item No. 4: Issue of Share Certificates
The Board was informed that
as per particulars mentioned in the Register of allotment, share certificates
were to be issued to the persons concerned. The Board passed the following
resolutions:
RESOLVED that subject to the
approval of the Stock Exchange the Board hereby accords its approval to the
issue of Share Certificates to the persons as per particulars mentioned in the
register of allotment placed before the Meeting and initialled by the Chairman
for purposes of identification.
RESOLVED FURTHER that the
Share Certificates shall be signed by Shri ……… Director and Shri ……… Director
and Shri ……… Secretary as authorised signatory and the common seal be affixed
thereon in their presence.
Item No. 5: Permanent Account Number
The Board noted that the
Income-tax authorities have not so far allotted Permanent Account Number
to the Company. In this connection the following resolution was passed:
RESOLVED that the Company do
approach the Income-tax Officer concerned for the allotment of Permanent
Account Number to the Company and the Secretary of the Company be and is hereby
authorised to make necessary application in this regard.
Item No. 6: Sales Tax Registration
The Board was informed that
the Company is not registered with the Sales Tax authorities under the Central
Sales Tax Act. The following resolution was passed in this connection:
RESOLVED that the company do
approach the Sales Tax Authorities for registration of the company under the
Central Sales Tax Act and the Secretary of the Company be and is hereby
authorised to take necessary action in this regard.
Item No. 7: Public Issue of Shares
The Board was informed that the Public Issue of shares of the Company has been closed on ……… and that all necessary action is being taken for allotment of shares and despatch of refund orders within the prescribed period of 78 days from the close of the subscription list.
Item No. 8: Closure of Books
The Board noted that the
Register of Members and Transfer books are required to be closed in connection
with the Annual General Meeting and payment of dividend. In this connection the
following resolution was passed:
RESOLVED that pursuant to
Section 154 of the Companies Act, 1956, the Register of Members and Transfer
Books be closed from ……… to ……… (both
days inclusive) to reckon the shareholders on the Register of Members for the
purposes of payment of dividend for the financial year ended
.........................
RESOLVED FURTHER that the
Secretary of the Company be and is hereby authorised to publish the notice
under Section 154 of the Act for the information of shareholders and also give
notice to the Stock Exchange regarding closure of the Register of Members.
Item No. 9: Next Board Meeting
The next Meeting of the
Board of Directors will be held on ..................... at
.........................
Vote of Thanks
The Meeting ended with a
vote of thanks to the Chair.
Date ………
CHAIRMAN
AGENDA
Agenda of the ……… meeting of the Board of Directors of A B C Limited held on ……… 2002 at ……… hours at ……… the registered office of the company.
Item No. Contents
1. Leave of absence.
2. Confirmation of the minutes of last Board Meeting.
3. Opening of Current Account.
4. Authorisation to execute undertaking for import of raw
material for Export Production.
5. Appointment of Sole Selling Agent.
6. Variation of rights of members holding 15% redeemable
cumulative preference shares.
7. Next Board Meeting.
Minutes of the ……… meeting
of the Board of Directors of A B C Limited held on ……… 2002 at ……… hours at
……… the registered office of the company.
Present
1.
Shri X Y Z ........................ Chairman
2.
Shri L M N ........................ Director
3.
Shri V K M ........................ Director
4.
Shri M L M ........................ Director
In attendance
Shri
SPM ........................ Secretary
Item No. 1: Leave of absence
Leave of absence was granted to Sarva Shri RKM and
KMS Directors who have intimated their inability to attend the Board Meeting.
Item No. 2: Confirmation of the Minutes of last Board Meeting
The Minutes of Board Meeting held on the draft of which was circulated to all the Directors were confirmed and signed by the Chairman.
Item No. 3: Opening of Current Account
The proposal for opening of current Bank Account for
receiving application for shares from NRIs against reserve quota was considered
by the Board and the following resolution was passed:
RESOLVED that the Company do open a Current Bank
Account with
(1)
………………………………
(2)
............................................
(3)
............................................
(Name and address of the Banks)
under the name and style of "A B C Limited Reservations for NRIs/OCBs/PIOs Equity Issue" and the said Banks and their branches be and are hereby authorised to accept applications for Equity shares of the company against the quota reserved for NRIs/ OCBs/PIOs and credit th( money so received to the said Account.
RESOLVED FURTHER that the
said Banks and their Branches b( and are hereby advised to ensure that the
payments received alongwith application forms from NRIs shall be out of
remittance of convertible currencies or
out of drawings from FCNR Accounts maintained b, them in India and such applications
shall be in the coloured form.
RESOLVED FURTHER that the
said Banks and their Branches be and are hereby also advised that where
payments received along with application are not in convertible currencies,
such applications shall not be in coloured form and the amount received shall
be credited in "A B C Limited Equity issue".
Item No. 4: Authorisation to
execute undertaking for import of raw materials for export
production
The Board was informed that
the company has been granted Advance Import Licence for import of raw materials
duty free for export production for which an undertaking is to be given. The
matter was considered by the Board and the fe lowing resolution was passed:
RESOLVED that in terms of the Advance Import Licence granted the company for import of duty free raw-materials of ……… (quantity in tonnes) of the value of Rs ……… for its export production, the company hereby undertakes to export its finished product of ……… (quantity in tonnes) valuing Rs ………(FOB) during a period of from the date of receipt of import, raw-materials.
RESOLVED FURTHER that Shri ……… Managing Director and Shri ……… Secretary of the company be a is hereby authorised to execute the undertaking in respect of the export obligation on behalf of the company in favour of the President of India acting through ....... (give designation and name of the office).
Item No. 5: Appointment of Sole Selling Agent
The Board was informed that the Company proposed to appoint M/s.................................. as its sole selling agent for the Company's product for Northern States. The said firm holds shares of the Company aggregating to more than Rs. five lakhs and that in view of provisions of Section 294AA of the Companies Act, 1956, the Company having a paid up capital of Rs. 50 lakhs and more cannot appoint any person as its sole selling agent without the approval of company in general meeting. Previous approval of the Central Government also required as the Sole Selling Agent proposed to be appointed hold substantial interest. (Substantial interest means holding of shares of the company the aggregate amount of which exceeds Rs. five lakhs or five percent of the paid up share capital). The matter was considered by the Board and the following resolution was passed:
RESOLVED that subject to the
approval of the company in general meeting and the previous approval of the
Central Government M/s……….who holds substantial interest in the company be and
are hereby appointed as the sole selling agents of the company for the Northern
States and the draft of the agreement placed on the Table and initialled by the
Chairman for purposes of identification be and is hereby approved.
RESOLVED FURTHER that the
approval to the said appointment of M/s……as sole selling agent of the company be
obtained by a Special Resolution at the Annual General Meeting to be held on
RESOLVED FURTHER that the
secretary of the company be and is hereby authorised to make necessary
application to the Central Government and enter into the said agreement with the
Sole Selling Agent on receipt of Central Government approval.
Item No. 6: Variation of rights of members holding 15% redeemable cumulative preference
shares
The Board noted that due to
poor results of the company the profits of the company will be adversely
affected and it is therefore considered necessary to reduce the rate of
dividend payable to the members holding 12% percent redeemable cumulative
preference shares from 12 percent to 10 percent per annum. The following
resolution was passed in this connection.
RESOLVED that in pursuance of the provisions contained in Section 106 of the Companies Act, 1956 a Class Meeting of the members holding 12 percent redeemable cumulative preference shares be called on ………(day) the…….(date) ….at ……(address) at……(Time) to consider as special business for passing the following resolution as a Special
Resolution.
RESOLVED that in pursuance
of the provisions of Section 106 of the Companies Act, 1956 and subject to such
other approvals and sanctions as may be necessary, class of members
holding 11 percent redeemable
cumulative preference shares of Rs. 100/- each accord their approval to
the Board of Directors of the company to vary the rights attached to the shares
by reducing the rate of dividends payable from 11 percent for and from the
financial year commencing from other rights, however, remaining unaltered.
Item No. 7: Next Board
Meeting
The next meeting of the
Board of Directors will be held on ..................... at
.........................
Vote of Thanks
The Meeting ended with a
vote of thanks to the chair.
Date ………. CHAIRMAN…………
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.
AGENDA
Agenda for the ……Meeting of
the Board of Directors of ABC Limited held on…..at…..hours at……the
Registered Office of the
company.
Item No. Contents
1 . Confirmation
of the minutes of Meeting.
2. Adoption
of prospectus for the Public Issue of 40,00,000 equity shares of Rs. 10/-
each.
3. Terms
of payment for the equity shares offered for public subscription at par.
4. Form
of advertisement for the proposed Public Issue.
5. Listing
Agreement with the Stock Exchange.
6. Opening
of subscription List.
7. Approval
of draft of letter of allotment of shares.
8. Next
Board Meeting.
MINUTES
Minutes
of …..Meeting of the Board of Directors of ABC Limited, Anand held on …..the
…….2002, at New Delhi.
Present
1. …………Chairman
2. …………Director
3. …………Director
4. …………Managing Director
In attendance Secretary
Item No. 1:
Confirmation of the minutes of meeting
The
minutes of the ……meeting of the Board of Directors held at New Delhi were read
and it was resolved that they be confirmed.
Item No. 2 : Adoption of
prospectus for the Public Issue of 60,00,000 Equity Shares of Rs. 10/-
each
The draft of the prospectus attached with the agenda
note was perused by the Board. The Managing Director explained the arrangements
made in connection with the issue of prospectus for the Public Issue of
60,00,000 equity shares of Rs. 10/- each for cash at par. It was stated
that the company proposes to issue the prospectus in the first week of October,
2002. The matter was discussed. In this connection the following resolutions
were passed:
"RESOLVED that the
draft Prospectus with the annexure thereto as required pursuant to the
provisions of section 60 of the Companies Act, 1956, placed before the Board
and initialled by the Chairman for the purpose of identification, be and is
hereby approved and adopted as the Prospectus of the company for the proposed
Public Issue of 60,00,000 Equity Shares of Rs. 10/- each for cash at par
subject to the vetting of the Securities and Exchange Board of India.
RESOLVED FURTHER that the
engrossment of the Draft of the Prospectus with the annexure thereto as
aforesaid be signed by all the Directors present at the meeting and the same be
also sent to the other Directors who are not present at the meeting for their
signatures.
RESOLVED FURTHER that M/s ……be and is hereby
appointed as the Lead Manager to the aforesaid issue.
RESOLVED FURTHER that M/s ….and M/s …..be and are
hereby appointed as Registrars to the aforesaid issue.
RESOLVED FURTHER that the
secretary of the company be directed to send the draft prospectus along with
all the enclosures to
M/s ….the lead managers to the issue to be sent to
the Securities and Exchange Board of India for vetting of the prospectus.
RESOLVED FURTHER that the
engrossment of the Prospectus having attached thereto the documents required in
terms of section 60 of the Companies Act, 1956, when signed by the Directors be
filed with the Registrar of Companies after it is vetted by the Securities and
Exchange Board of India.
RESOLVED FURTHER that Shri
KRP, Secretary of the company be and is hereby authorised to file the
Prospectus with the said documents attached thereto with the Registrar of
Companies and to make, initial and sign any corrections etc. thereto as he may
deem necessary for the purpose.
RESOLVED FURTHER that the
draft of the Power of Attorney to be issued in favour of the Secretary for the
purpose of registering the Prospectus and for making corrections therein, if
any, placed before the Board and initialled by the Chairman of the meeting for
purposes of identification, be and is hereby approved.
RESOLVED FURTHER that the
common seal of the company be affixed to the engrossment of the said Power of
Attorney by the Managing Director and the Secretary of the company."
Item No. 3 : Terms of payment for the Equity Shares offered for public subscription at
par
The terms of payment in
respect of the public issue as suggested by the Managing Director were
considered and approved by the Board. In this connection the following
resolution was passed:
"RESOLVED that the
terms of payment in respect of the proposed public issue of 60,00,000 Equity
Shares of Rs. 10/- each shall be as indicated here in below:
(i) on application Rs.
2.50 per share
(ii) on allotment Rs.
2.50 per share
(iii) The balance amount of Rs. 5.00 per share shall be made payable
in one call.
No calls shall be made
payable earlier than two months after the date of allotment of shares."
Item No. 4: Form of
advertisement for the proposed Public Issue
The form of advertisement
for the proposed public issue of 60,00,000 equity shares of Rs. 10/each placed
before the meeting and initialled by the Chairman for purposes of
identification, was perused and approved by the Board. In this connection the
following resolution was passed:
"RESOLVED that the
draft text of advertisement as tabled and initialled by the Chairman be and is
hereby approved and that the Secretary of the company be and is hereby
authorised to arrange publication of such text in at least three selected
newspapers having circulation in the whole of India."
Item No. 5: Listing
Agreement with the Stock Exchange
The Managing Director informed the Board that the Bombay and Delhi Stock Exchanges have granted permission for listing and dealing in 60,00,000 equity shares of Rs. 10/- being offered by the company to the public for subscription. The agreements to be executed by the company with the Bombay and Delhi Stock Exchanges placed on the table were perused and approved by the Board. In this connection the following resolution was passed:
"RESOLVED that the
agreement with the Bombay and Delhi Stock Exchanges in connection with the
listing and dealing in 60,00,000 equity shares of Rs. 10/- each on the
said Stock Exchanges be executed under the common seal of the company in terms
of article .................. of the Articles of Association of the company in
the presence of the Managing Director and the Secretary of the company, who
shall sign the same."
Item No. 6: Opening of subscription list
The Managing Director
explained that pursuant to the provisions of sections 72 and 74 of the
Companies Act, 1956, and the terms of the listing agreement with the Bombay and
Delhi Stock Exchanges, a company offering shares through a prospectus cannot
make allotment until the beginning of the 5th day after that on which the
prospectus is first so issued or such later time as may be specified in the
prospectus. The matter was discussed and the Board passed the following
resolution:
RESOLVED that the application list for subscription of 60,00,000 equity shares of Rs. 10/each will open on the commencement of banking hours on …..the……2002, and will close at the close of the banking hours on…..the or earlier at the discretion of the company but not before the close of the banking hours on .......... the ..............
Item No. 7 : Approval of
draft of letter of allotment of shares
The draft of letter of
allotment of shares to the public placed before the meeting was considered and
approved by the Board. In this connection the following resolution was passed:
"RESOLVED that the draft letter of allotment for the issue of 60,00,000 equity shares of Rs. 10/- as placed before the meeting and initialled by the Chairman for purposes of identification, be and is hereby approved and that such allotment letter be issued to the applicants under the common seal of the company which should be affixed on the presence of Shri …..Managing Director and Shri ………Director and Shri……..Secretary of the company who shall be the same."
Item No. 8: Next Board Meeting
The next meeting of the
Board will be held on the date, time and place to be decided in consultation
with the Chairman and will be informed to the Board Members in due course.
Vote of Thanks
There being no other
business to be transacted the meeting ended with a vote of thanks to the chair.
Date: ................................
CHAIRMAN ………….
AGENDA
Agenda for the Meeting of the Board of Directors of
ABC Limited held on ……at…..hours at……the
Registered Office of the
company.
Item No. Contents
1 . Confirmation
of the minutes of Meeting.
2. Acceptance
of offer of underwriting of IDBI.
3. Appointment
of Bankers/Brokers to the Issue.
4. Allotment
of Shares.
5. Reimbursement
of expenses to Directors.
6. Fees
on registration of documents etc.
7. Interest
of Directors.
8. Next
Board Meeting.
MINUTES
Minutes of ……..Meeting of
the Board of Directors of ABC
Limited, held on ……the …….2002, at New Delhi.
Present
1. ………… Chairman
2. ………… Director
3. ………… Director
4. ………… Managing
Director
In attendance Secretary
Item No. 1:
Confirmation of the minutes of meeting
The minutes of the meeting of the Board of Directors
held on ……at New Delhi were read and it was resolved that they be confirmed.
Item No. 2: Acceptance
of offer of underwriting of IDBI
The Managing Director informed the Board that the IDBI has agreed to underwrite our proposed public issue to the extent of Rs. 175 lakhs in terms of their letter No . ……dated …..The letter of the IDBI was perused by the Board. In
this connection the following resolution was passed.
"RESOLVED that the offer of the IDBI to underwrite 30,00,000 equity shares of Rs. 10/- each to be offered by the company to the public on the terms and conditions embodied in the letter No ……dated …..of the IDBI be and is hereby accepted and that the Managing Director of the company be and is hereby authorised to convey to the IDBI the acceptance on behalf of the company of the said offer of underwriting and also authorised to execute any documents with the IDBI in this regard and also to do all such acts and things that may be necessary for the purpose."
Item No. 3 : Appointment of bankers/brokers to the
Issue
The Managing Director
informed the Board that many of the banks/brokers have consented to act as
bankers[brokers to the public issue made by the company. It was stated that the
company would appoint those banks who have agreed to underwrite the issue at
the rate of Rs. 10 lakhs. The list of the banks[brokers placed before the Board
was considered. The Board after discussions, passed the following resolutions:
"RESOLVED that the
bankers/brokers to the issue mentioned herein below be and are hereby appointed
as the bankers and brokers to the public issue:
Bankers:
1. State Bank of India New Delhi
2. Bank of Baroda Mumbai
3. Bank of India Mumbai
Brokers:
1. Jalan & Company New Delhi
2. C.L. Chokshi & Co. Mumbai
3. Raj Kumar and Co. Mumbai
RESOLVED FURTHER that
brokerage at the rate of 1 % shall be paid to the abovementioned bankers and
the brokers to the issue in respect of allotment made against applications
procured by them provided that the relative forms of applications bear their
respective stamps in the brokers column.
RESOLVED FURTHER that
brokerage at the same rate may also be paid in respect of allotments made
against applications bearing the stamp of any of the brokers who is member of
the recognised Stock Exchange in India."
Item No. 4:
Allotment of shares
The Managing Director
informed the Board that the company had received applications for aggregate of
59,40,600 equity shares against offer of 60,00,000 equity shares. It was stated
that the balance of equity shares be
allotted to the underwriters. The matter was discussed. In this connection the
following resolutions were passed:
"RESOLVED that the
statement showing the names, addresses and number of shares applied for against
the public offer of 60,00,000 equity shares of Rs. 10/- each (on which
Rs. 5/- is payable on application and allotment) submitted to the meeting
and for the purpose of identification, initialled by the Chairman, be and is
hereby approved and that each applicant for the shares pursuant to his/her
application be allotted the exact number of shares as applied for and that such
number of shares as hereby allotted be put in the column of the statement
provided for the purpose against such applicant, and that notice of such
allotment be communicated to the respective allottees.
RESOLVED FURTHER that the
company having received total applications for aggregate of 59,40,600 equity
shares against offer of 60,00,000 equity shares, the balance of equity shares be and are hereby allotted to
the following underwriters as per the details mentioned below:
SI. No. Name and address No. of Equity Shares Amount
1.
2.
3.
RESOLVED FURTHER that a call
of Rs. 5/- per share be and is hereby made on the aforesaid underwriters
for the shares so allotted and that the said underwriters be notified
accordingly."
Item No. 5: Reimbursement
of expenses to Directors
The Managing Director informed the Board that he has reimbursed a sum of Rs. 30,000/- to Shri RLM, Director towards travelling and out-of-pocket expenses for attending the Board Meeting of the company held on ……at New Delhi. This was approved by the Board. In this connection the following resolution was passed:
"RESOLVED that
reimbursement of the sum of Rs. 30,000/- to Shri RLM, Director of the
company towards travelling and out-of-pocket expenses for attending
the Board Meeting of the company held on……by the Managing Director be and is
hereby approved."
Item No. 6: Fees on
registration of documents etc.
The Managing Director
informed that according to clause 8 of the Listing Agreement entered into by
the company with the Bombay Stock Exchange, the company is not required to charge
any fees on the registration of probate, letters of administration, death
certificates, power of attorneys etc. The matter was discussed and the
following resolutions were passed: ,
"RESOLVED that no fee
be charged by the company for registration of probate, letters of
administration, death certificates relating to any member, certificate of
marriage and powers of attorney in relation to any matter submitted to the
company.
RESOLVED FURTHER that the article No …….of the
Articles of Association of the company conferring power on the company to
charge fees in such events, be suitably amended by calling a General Meeting of
the shareholders in conformity with clause 8 of the Listing Agreement entered
into with the Bombay Stock Exchange."
Item No. 7: Interest of
Directors
The following directors give
notice that either by reason of being a member or the holder of an office, they
had an interest in any contract made with any of the companies shown below:
Name of Director Name
of companies
AB …………………………..
CD …………………………..
EF …………………………..
Shri
…….Director gave notice that he was a partner in the firm of M/s…….and
accordingly had an interest in any contract made with that:
Item No. 8: Next Board Meeting
The next meeting of the Board of Directors will be
held on ……at New Delhi.
Vote of Thanks
There being no other business to be transacted the
meeting ended with a vote of thanks to the chair.
Date: ..................CHAIRMAN…………..