AGENDA
ABC Limited, Anand
Ltd. to be held on the
……at…..hours at…..New Delhi.
1 . Leave
of absence.
2. Confirmation
of the minutes of the …..Board Meeting.
3. Short
term loan to the extent of Rs. 40 lakhs from Bank of Baroda.
4. Cash
credit facility from Bank of Baroda.
5. Application
for grant of subsidy from UPFC against purchase of DG sets.
6. Issue
of share certificates without production of allotment letters.
7. Transfer
of shares.
8. Amendment
of Articles of Association.
9. Next
Board Meeting.
MINUTES
Minutes
of …..Meeting of the Board of Directors held on the…..at….hours at……New Delhi.
Shri
Chairman
Shri
Director
Shri
Director
Shri
Director
In attendance:
Shri
Secretary
Shri …….Chairman of the company took the Chair. The
Chairman welcomed Shri……and Shri……who
were attending the Board Meeting for the first time after their appointment.
Leave
of absence was granted to Sarvashri ……and……Directors of the company.
The minutes of the ……meeting of the Board held on
…..at…..were taken as read as draft of the said minutes which were earlier
circulated among the Board Member and
it was resolved that they be confirmed.
The Chairman informed the
Board that the company in the first year of production faced certain
constraints in achieving a higher rate of production on account of poor and
inadequate supply of raw materials. This has resulted in cash loss amounting to
Rs. 50 lakhs approx. In order to tide over the difficulty arising out of the
cash loss and to provide for additional funds the company approached Bank of Baroda
which had since agreed in principle, to finance the company to the extent of
Rs. 50 lakhs as a short term loan against hypothecation of plant and machinery.
The matter was considered and the action of the company in this regard was
approved, The following resolutions were passed:
"RESOLVED that the
company do borrow funds from Bank of Baroda by way of short-term loan not
exceeding to Rs. 40 lakhs against hypothecation of plant and machinery.
RESOLVED FURTHER that Shri …….Managing Director be
and is hereby authorised to sign such documents and papers, and complete such
formalities and agree to such terms and conditions of the loan as may be
necessary in this connection.
RESOLVED FURTHER that Shri …..Managing Director and
Shri…..Director and Shri …..Secretary of the company be and are hereby
authorised to affix common seal on such documents and papers as may be required
in their presence."
The Chairman stated that for
achieving a higher level of production in coming months the company would be
requiring additional working capital and it would be necessary to approach Bank
of Baroda for the cash credit limit of Rs. 30 lakhs. The matter was considered
by the Board and accordingly the suggested limit of Rs. 30 lakhs by way of cash
credit from Bank of Baroda was approved. The following resolutions were passed:
"RESOLVED that the
company do borrow by way of cash credit limit from Bank of Baroda to the extent
of Rs. 30 lakhs.
RESOLVED FURTHER that the Managing
Director of the company be and is hereby authorised to sign papers and
documents and complete formalities as may be required in this connection."
The Board was informed by
the chairman that the company had purchased two DG sets to serve as standby
arrangements to meet power requirement for its plant at Kanpur. The M.D. stated
that the U.P. Govt. through UPFC was granting subsidy on the purchase of DG
sets up to a maximum limit of Rs. 10 lakhs. The matter was discussed. The
following resolutions were passed:
"RESOLVED that the
company do make an application to the UPFC, Kanpur for availing subsidy as may
be available on the purchase of two DG sets for its plant at Kanpur.
RESOLVED FURTHER that Shri…….Managing Director or
Shri……Secretary of the company be and are authorised, singly, to sign such
documents and papers and complete such formalities as may be required in this
connection."
The Managing Director
informed the Board that requests have been received from three shareholders of
the company namely …..and …..that they may be issued share certificates without
production of relative letters of allotment which had been lost by them. He
informed the Board that the indemnity bond from the said shareholders have been
received and that the Bombay Stock Exchange, where the company's shares are
enlisted, has been intimated about the loss of letters of allotment by
aforesaid shareholders. The following resolution was passed:
" RESOLVED that the
issue of share certificates Nos ................and by the company to Shri
….and……respectively, the shareholders without production of relative letters of
allotment on the basis of indemnity bonds furnished by them be and are hereby
approved."
The register of transfers of
shares placed before the Board was perused by the Board. The transfers as per
particulars contained in the register were approved and the following
resolution was passed:
"RESOLVED that transfer
of shares as per particulars mentioned against S. Nos ……in the register of
transfer of shares be and is hereby approved."
The Board was informed that
under the existing Articles of Association of the company the maximum number of
Directors on the Board of the company could not exceed fourteen. However, the
existing Articles of Association of the company did not contain any specific
regulation enabling the Board to appoint additional Directors. It was stated
that under the provisions of section 260 of the Companies Act, 1956, it was
necessary that the power to co-opt persons on the Board as additional
Directors must be specifically covered by the Articles of Association.
It would therefore be
necessary to amend Articles of Association of the company to permit co-option
of Directors for broad basing the Board. Accordingly, it is suggested that a
new article 102A after article 102 in the existing Articles of Association be
inserted. Secretary informed the Board that the amendment in the Articles of
Association would require approval of the company in General Meeting by passing
a Special Resolution before it can be given effect to. The matter was
considered and the amendment in the Articles of Association was approved. The
following resolutions were passed in this connection:
'RESOLVED that subject to
the approval of the shareholders of the company by holding a General Meeting,
Articles of Association of the company be altered and after article 102, the
following be inserted as article 102A:
“102A. The Board shall have
power at any time and from time to time to appoint any person as an Additional
Director but that the total number of Directors shall not at any time exceed
the maximum number fixed by the Articles. Any Director so appointed shall hold
office only up to the date of the next Annual General Meeting of the company
and shall then be eligible for re-election."
RESOLVED FURTHER that
approval of the company in the next Annual General Meeting be obtained to the
insertion of the said article in the Articles of Association of the
company."
The next meeting of the Board of Directors will be
held on …….at a place to be decided later on with the consent of all the Board
Members.
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
chair.
Date: ..................
CHIARMAN…………..
Confirmation of
Minutes/Issue of Share Certificates/Appointment of Committee for
Transfer/Transmission of Shares/Amendment of Articles/Borrowing in excess of
Capital/Approval of loan from Bank/Next
Board Meeting.
AGENDA
Limited held on at ……hours at ……..the Registered Office
of the company.
1 . Leave of absence.
2. Confirmation of the minutes of the
…….Board Meeting.
3. Issue of share certificates in respect
of equity shares.
4. Appointment of a committee of the Board for
transfer/transmission of shares.
5. Amendment of Articles of Association.
6. Borrowing in excess of paid-up-capital.
7. Approval of loan from Bank of Baroda.
8. Next Board Meeting.
Minutes of the ……..Meeting of the Board of Directors of ABC Limited, Kanpur held on …..at …..hours. at the Registered Office of the Company.
1.
…………. Chairman
2.
…………. Director
3.
…………. Director
4.
…………. Director
5.
…………. Director
In attendance Secretary
Shri
XYZ, Chairman took the chair.
Leave of absence was granted to Sarvashri
…..and…..Directors of the Company.
The minutes of the ……meeting of the Board of
Directors held on……were read out by the secretary and thereafter were
considered and confirmed.
Secretary informed the Board that in the Board Meeting held on allotment of……equity shares of Rs. 10/- each was approved. He stated that under the Companies (Issue of Share Certificates) Rules, 1960, it was necessary to pass a Board Resolution for issue of share certificates by the company. It was stated that as per the aforesaid rules, the printing of share certificates could only be done on the authority of the Board and that every share certificate has to be issued under the common seal of the company. The matter was discussed and the following resolutions were passed:
"RESOLVED that the
company do issue share certificates in respect of…….Equity Shares of Rs. 10/-
each bearing distinctive numbers from …..to…..under the common seal of the
company.
RESOLVED FURTHER that the format of the share certificate placed before the Board, duly initialled by the Chairman for the purposes of identification be and is hereby approved and the same be got printed at New Delhi.
RESOLVED FURTHER that the
blocks, engravings, facsimiles and hues relating to the printing of share certificates
along with blank un used forms of
share certificates be kept in the custody of the Secretary of the company
RESOLVED FURTHER that in
addition to Secretary, the following officers were authorised to sign the share
certificates:
1. PQR General Manager
(Finance)
2. SRL General Manager
(Commercial)
The Board was informed that
it was one of the listing requirement as per the listing Agreement of Bombay Stock
Exchange where the shares of the company are listed that the company should
ensure transfer of shares within a period of one month from the date they are
lodged with the company. It was stated that in order to ensure compliance of
this requirement, it was necessary to form a committee of the Board consisting
of two Directors who are stationed at the place where the registered office of
the company is situated for the purpose. The proposal was considered and it was
unanimously approved. The following resolution was thereafter passed in this
connection:
"RESOLVED that a
committee of the Board consisting of Sarvashri LMN and KMS, Directors be and is
hereby appointed for the purpose of approving transfer of shares including
transmission, splitting of shares into marketable lots, changing joint holding into single holding and vice versa
and also for issuing duplicate share certificates in lieu of those torn,
destroyed, lost or defaced or where the cases in the reverse for recording
transfers have been duly utilized."
The Managing Director
informed the Board that the banks/financial institutions were insisting that
the documents to be executed by the company under its common seal. should be
signed by one Director including Managing Director and Secretary or some other
person appointed by the Board for the purpose. He mentioned that this would
require amendment of article 200 of the Articles of Association of the company.
The matter was discussed at length and the following resolution was passed
thereafter in this connection:
"RESOLVED that the
existing article 200 of the Articles of Association be substituted by the
following article:
"Every deed or every instrument to which the
seal of the company, is required to be affixed, be signed by one Director,
including Managing Director and the Secretary or some other person appointed by
the Board for the purpose."
Item No. 6 : Borrowing in excess of paid-up
capital
T lie Managing Director
informed the Board that the company would be requiring a sum of Rs. 650 lakhs
to meet the expenditure of the plant being erected by the company at Ghaziabad.
The company did not have free reserves. Since the money borrowed and to be
borrowed in future would exceed the aggregate of the paid-up capital of
the company, the consent of the shareholders would be necessary under section
293(l)(d) of the Companies Act, 1956, for borrowing funds in excess of the paid-up
capital. The proposal was approved and the following resolution was passed:
"RESOLVED that the consent of the shareholders of the company be obtained pursuant to the provisions of section 293(l)(d) of the Companies Act, 1956, for the Board of Directors of the company to borrow from time to time all such sum(s) of money as the Directors may deem requisite for the purposes of the business of the company notwithstanding that the money(s) to be borrowed together with the money(s) already borrowed by the company (Apart from temporary loans obtained from the company's bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the company and its free reserves provided that the total amount to be borrowed by the Board of Directors shall not exceed the sum of Rs. 10 crores at any one time."
The Board was informed that
the Managing Director has approached Bank of Baroda, Kanpur for grant of
bridging loan of Rs. 80 lakhs to finance the import of two D.G. sets. The
matter was discussed. The following resolution was passed in this connection:
"RESOLVED that the
bridging loan of Rs. 80 lakhs from Bank of Baroda, Kanpur for import of DG sets
be and is hereby approved.
RESOLVED FURTHER that the
Managing Director of the company be and is hereby authorised to finalise the
arrangements with the Bank and to sign and execute all documents and papers as
may be required by the bank on behalf of the company."
The next meeting of the
Board of Directors will be held on the date, time and place to be decided in
consultation with the Chairman and will be informed to all the Board Members
well in advance.
The meeting ended with a
vote of thanks to the chair, as there were no other business to be transacted.
Date: ..............CHAIRMAN …………..
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
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. Final
call on 60,00,000 equity shares of Rs. 10/- each.
3. Adoption
of official seal for branch office in Kuala Lampur, Malayasia.
4. Return
of allotment.
5. Agreement
with the employees' union.
6. Purchase
Committee.
7. Technical
Committee.
8. Finance
Committee
9. Next
Board Meeting.
MINUTES
Minutes of …..meeting of the
Board of Directors of. ….held on ……at New Delhi
1 Chairman
2 Director
3 Director
4 Managing Director
In attendance Secretary
The
minutes of meeting of the Board of
Directors held on ……were read out by the secretary and thereafter were
considered and confirmed.Item No. 2: Final call on 60,00,000 equity shares of
Rs. 10/- each
The Managing Director
informed that the company would be needing funds in the month of September,
2002, for completion of its project at Kanpur. He stated that to meet the fund
requirement, the company may call from the shareholders the balance amount of
Rs. 5/- per share. This was approved by the Board. The following
resolution was passed in this connection:
"RESOLVED that the
final call on 60,00,000 Equity shares on which Rs. 5/- per share has been
paid-up be and is hereby made on all the holders of equity shares thereof
at Rs. 51- per share payable on or before the 20th July, 2002.
RESOLVED FURTHER that the
aforesaid amount of call would be receivable from the date hereof at any branch
of the company's banker, namely Bank of Baroda and that the Secretary of the
company be and is hereby authorised to issue the necessary letters in regard to
this call to the equity shareholders concerned and make necessary arrangement
to collect the call money from the said bankers and that in the case of non-payment
of call money on or before the said date, interest at the rate of 6% per annum
be charged from such members."
The Board was informed by
the chairman that for the transaction of business at company's Branch Office in
Kuala Lampur, Malaysia, the company should have an official seal under section
50 of the Companies Act, 1956 so that the deed or other document to which the
company is a party are executed by the Manager of that Branch Office. It was
stated that the official seal has to be a facsimile of the common seal of the
company with the addition on its face, name of the place
where it is to be used. It was also mentioned that article of the Articles of Association of the company also authorises the company to have an official seal. The Managing Director said that Shri JLP, the Manager of the Branch Office be authorised to affix the official seal of the company to any deed or documents to which the company is a party in Kuala Lampur, Malaysia. The official seal of the company placed before the Board was considered by the Board. After
discussion, the following
resolutions were passed:
"RESOLVED that the
official seal which is a facsimile of the common seal of the company with the
addition on its face, the words Kuala Lampur, Malayasia, an impression whereof
has been made on the minute book of the company be and is hereby approved.
RESOLVED FURTHER that Shri JLP, the Manager of the company for the office situated in Kuala Lampur, Malayasia, be and is hereby authorised to affix the official seal to any deed or other documents to which the company is a party in the abovementioned place and that common seal be affixed to the authorisation letter which is produced before the meeting in the presence of KLR, the Director of the company and Shri …..the Secretary of the company, who shall sign
the same."
The Managing Director
informed the Board that the company is required to file return of allotment of
shares to the shareholders of the company with the Registrar of Companies,
Kanpur in prescribed Form No. 2 within 30 days from the date of allotment. The
Board directed the Secretary to do the needful in the matter. In this
connection the following resolution was passed:
"RESOLVED that Shri Secretary of the company be and is hereby authorised to file the
return of allotment of shares with the Registrar of Companies, Kanpur in Form
No. 2 within 30 days from the date of allotment."
The Managing Director
informed the Board that settlement with the employees' union has since been
arrived at with respect to procedure for promotion, office hours and discipline
and procedure and other related matters. The draft of the agreement to be
executed with the employees' union placed on the table was perused by the
Board. The matter was discussed. The draft of the agreement was thereafter
approved by the Board. In this connection the following resolutions were
passed:
"RESOLVED that approval
be and is hereby accorded to the company for execution of the agreement between
the company and the employees' union for a period of five years from the date
of execution thereof, as per the draft of the agreement placed before the
meeting and initialled by the Chairman for purposes of identification,
codifying the conducts of employeremployee relationship, the procedure for
promotion, office hours and discipline and procedure and other related matters.
RESOLVED FURTHER that Shri …..Secretary and Shri ….Chief Personnel Manager of the company be and are hereby jointly authorised to sign the agreement with the employees union with authority to vary, modify, correct or rectify the portions necessary in such agreement at their absolute discretion."
The Managing Director
informed the Board that on the strength of the General Power of Attorney given
to him by the Board he has constituted a Purchase Committee consisting of Shri
……General Manager (Production) and
Shri ….General Manager (Finance), for procu-ement of
raw-materials,components, etc. from the reputed suppliers as per requirement
of the company from time to time. The action of the Managing Director in
constituting the above committee was approved and ratified by the Board. In
this connection the following resolution was passed:
"RESOLVED that
appointment of a Purchase Committee with
Shri,…….. General Manager
(Production) and Shri ……..General Manager (Finance) by the Managing Director of
the Company, be and is hereby approved with power to make any long term
contract with any reputed suppliers of raw materials, chemicals, or components
etc. provided that such Purchase Committee shall refer to the Technical
Committee of the Board in respect of purchase of any equipment, machinery or
any replacement thereof."
The Board constituted a Technical
Committee consisting of Sarvashri .......and……..Directors of the company to
deal with all technical problems involved in ,the production and maintenance of
the plant as also to guide the Purchase Committee in respect of purchases made
by the said committee of any equipment machinery or any replacements thereof.
In this connection the following resolution was passed:
"RESOLVED that Shri ….I
and Shri……..the Directors of the company be and are hereby appointed to
constitute a Technical Committee of the Board to deal with all technical
problems involved in the production and maintenance of the plant and to guide
the Purchase Committee in respect of the purchases made by it of any equipment,
machinery or any replacements thereof."
The Board constituted a
Finance Committee consisting of Sarvashri .............And …..Directors of the
company to deal with all financial problems regarding maintenance of the
offices staff and the plants of the company and also to guide the Purchase and
Technical Committees in respect of purchases made and production and
maintenance of the plants made by the said two Committees of any instrument,
equipment, machinery, materials or any replacements or change of source of
supply thereof. In this connection the following resolution was passed :
"RESOLVED that Shri
…..and Shri …….Directors of the Company be and are hereby appointed to
constitute a Finance Committee of the Board to deal with all financial problems
regarding maintenance of the office, staff and the plants of the company and to
guide the Purchase and Technical Committees in respect of purchases made and
production and maintenance of the plants made by the said two committees of any
instrument, equipment, machinery, materials or any re
placements or change of source of supply thereof."
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman.
The meeting terminated with
a vote of thanks to the Chair, as the Chairman informed the board that all the
items as per the agenda were taken up considered and approved.
Date: .....................
CHAIRMAN…………….
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
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 the Board Meeting held on 10th
September, 2002.
2. Allotment of shares to renouncees.
3. Authorisation to Secretary and Managing Director to sign and
present petition to Company Law Board and authorising Counsel to appear
before the Company Law Board.
4. Appointment of M/s. X & Company as
Legal Advisers.
5. Refusal to register transmission of
shares.
6. Reduction of capital by cancelling the
uncalled capital.
7. Authority to Secretary to represent the
company in Court matter and
to
sign all papers/documents on behalf of the company.
8. Next Board Meeting.
MINUTES
Minutes of …….meeting of the
Board of Directors of ABC Limited held on…..at…..hours at ……the Registered
Office of the Company
1.
Shri XYZ ... Chairman
2.
Shri LMN ... Director
3.
Shri SPM ... Director
4.
Shri VKG ... Director
5.
Shri MLB Director
Shri
RKM ... Secretary
Shri XYZ took the chair and the meeting was called
to order, as there was requisite quorum. Item No. 1: Confirmation of the
minutes of the Board Meeting held on
The minutes of the Board Meeting held on
...........a draft of which was circulated to all the Directors were confirmed
and signed by the Chairman.
Item No. 2: Allotment of shares to renouncees
The Board approved the proposal contained in the
agenda note, allotment of shares renounced by the shareholder and passed the
following resolution:
"RESOLVED that 10,000 equity shares of Rs. 10/- each in the capital of the company be and are hereby allotted to the renouncees named in the letters of renunciation placed before the Board and duly initialled by Chairman for the purpose of identification so that each renouncee receives the number of shares specified against his name in the allotment list placed before the meeting and initialled by the Chairman for identification thereof.
RESOLVED FURTHER that the
Secretary of the company be and is hereby directed to take necessary further
action in the matter and to inform the allottees accordingly".
Item No. 3: Authorisation to Secretary and Managing Director to sign and present petition to Company Law Board and authorising Counsel to appear before the Company Law Board.
"RESOLVED that Shri SPM ……Secretary of the company and Shri XYZ, Managing Director and Shri ABC, Director be and are hereby jointly and severally authorised to verify, sign, affirm and/or present the petition, affidavits and other statements forming part of the petition on behalf of the company to the Company Law Board ............Bench for confirmation of the alterations of the Memorandum of Association of the company as required under section 17 of the Companies Act, 1956, for change of situation clause.
RESOLVED FURTHER that Shri
SPM …….Secretary of the company and Shri XYZ ……Advocate failing which such
other persons eligible to appear before the Company Law Board Bench be and are
hereby authorlsed to appear on behalf of the company before the Company Law
Board Bench. Shri …..Managing Director
be and is hereby authorised to appear before the Bench and/or the Bench Officer, Company Law Board, along with
the Secretary/Advocate as aforesaid and to take part in the hearing of the
said petition under section 17 and other applicable provisions of the Com
panies Act, 1956."
The Board was informed that
M/s. X & Co. Advocate and Solicitors have consented to be the legal
advisers of the company as per their letter dated I Oth September, 2002. The
Board approved the proposal and passed the following resolution:
“RESOLVED that M/s X &
Company, Advocates and Solicitors be and are hereby appointed legal advisers to
the company on an annual retainership of Rs. 85,000/- plus actual out-of-pocket
expenses, for a period of one year."
The Board considered the
proposal contained in the note about refusing transmission of certain shares
and passed the following resolution:
"RESOLVED that the
transmission of 200 equity shares bearing distinctive Nos. 4001 to 4200 to Mr.
A.B., as the Executor of the estate of late Mr. C.D., be and is hereby rejected
in the absence of an order of the appropriate Court granting probate of the
will of the deceased in favour of the said Mr. A.B. and the Secretary is
directed to inform him accordingly."
(Note: The shares in the company are not listed on
any Stock Exchange).
The Board considered the
note about reduction of capital of the company and recommended that the
following resolutions be placed before the shareholders of the company at the
ensuing Annual General Meeting:
"RESOLVED that pursuant
to Section 100 of the Companies Act, 1956, and subject to the confirmation of
High Court, consent be and is hereby accorded to the reduction of the capital
of the company from Rs. 1,00,000/- consisting of 10,000/- equity
shares of Rs. 10/each to Rs. 75,000/- consisting of 10,000/-
equity shares of Rs. 7.50 each by extinguishing liability in respect of Rs.
2.50 per share by the uncalled amount thereon.
RESOLVED FURTHER that Shri XYZ,
the Secretary be and is hereby authorised to take all necessary action with a
view to give effect to this resolution including appointment of Advocate,
filing and verifying the petition, affirming affidavits, appearing in Courts
and to do all acts, deeds and things on behalf of the company as may be
necessary in connection thereto and ancillary and incidental thereto.
Item No. 7: Authority to Secretary to represent the company in Court matter and to sign all papers/documents on behalf of the company.
The proposal to represent
the company in court matter by the secretary was approved by the Board. The
following resolution was passed in this connection:
“RESOLVED that Mr. RPS, the
Secretary of the company be and is hereby authorised to sign all papers, applications,
plaints, petitions and all other documents etc. as well as affidavits as may be
required to be filed in the Small Causes Court/High Court/Supreme Court or
before any other Government authority, Tribunal and/or local authorities in
connection with any legal proceedings by or against the company and to
represent the company in all other matters incidental thereto as may be
considered necessary and expedient."
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman, and after giving due notice to all the directors of the company.
The meeting ended with a
vote of thanks to the Chair, as there was no other business left for
considering.
Date: .....................CHAIRMAN ………………
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.
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. Signing
of the minutes of the Board Meeting held on……by the Chairman.
3. Marketing
policy.
4. Remuneration
to statutory auditors for the year 2001-2002.
5. Revision
of rules regarding reimbursement of conveyance expenses.
6. Placement
of order of M/s WBD & Co. for their part of supply of Turnkey Project.
7. Inspection
of Register of Members/Debenture- holders.
8. Quorum
at the General Meetings.
9. Signing
of the minutes of the General Meeting by a Director.
10. Next
Board Meeting.
MINUTES
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 XYZ ... Chairman
2.
Shri LMN ... Director
3.
Shri SPM ... Director
4.
Shri VKG ... Director
5.
Shri MLS ... Director
In
attendance
Shri
RKM ... Secretary
Leave of absence was granted to Sarvashri RKK and
KMS, Directors.
Shri XYZ took the Chair and
the meeting was called to order.
Item No. 2: Signing of the minutes of the Board
Meeting held on by the Chairman.
The minutes of the Board Meeting held on …….a draft
of which was circulated to all the Directors, were confirmed and signed by the
Chairman.
Item No. 3: Marketing policy
The Board discussed the
draft marketing policy of company submitted along with the agenda and approved
the same.
The Directors considered the
agenda note and accorded sanction for payment of a sum of Rs. 1,20,000/-
as remuneration to Statutory Auditors who may be appointed by the Department of
Company Affairs in consultation with the Comptroller & Auditor General of
India for the year 2001-2002.
The Board also considered
the out-of-pocket expenses payable to the Auditors and, being of
the view that the out-of-pocket expenses should have some relation
to the preceding year's ceiling fixed in this regard, decided that the out-of-pocket
expenses for the year 2001-2002 should not exceed Rs. 6,000/- as in
last year 2000-2001.
The Board considered the
agenda note and suggested that a more comprehensive note be submitted to the
next Board Meeting including therein the norms that were applied for sanction
of conveyance allowance as also the conveyance allowance that is being paid by
other sister concerns, so that the Board might consider the proposal properly.
The Board noted the agenda
item in the matter of placement of order of M/s WBD & Co. Ltd. and accorded
approval for such placement of the order on M/s WBD & Company Limited at a
total price of Rs. Five lakhs based on the pre-bid tie up entered earlier
for design and detailed engineering, supply of other miscellaneous equipment
and supply of erection and maintenance manuals and spares for the above
project.
The Board desired that there
should be a complete back to back arrangement with the above party and
escalation clauses should also be provided in the original agreement with the
project authorities.
Item No. 7: Inspection of Register of
Members/Debenture-holders
The Board considered the
agenda note about the inspection of Register of Members/Debenture-holders
and passed the following resolutions:
"RESOLVED that the
Managing Director of the company be and is hereby empowered to keep open for
inspection the Register of Members/Debentures-holders, the index of
members, the index of debenture holders, copies of annual returns as also the
copies of certificates and documents annexed to the returns by members or
debenture holders entitled to inspect in pursuance of section 163(2) of the
Companies Act, 1956, on all working days between 2.00 P.M. to 4.00 P.M. on
every day effective from 1st March, 2002.
RESOLVED FURTHER that
Managing Director of the company be and is hereby also empowered to allow such
members to make extracts from any register, index etc. by using only pencil
without charging any fee and if copies of any such document is required by them
furnish the same on payment of fifty paise for every hundred words or
fractional part thereof."
Item No. 8: Quorum at the General Meetings
The Board considered the agenda note and passed the
following resolution:
"RESOLVED that subject
to the approval of the shareholders by passing a Special Resolution in the
immediately next general meeting of the company, article 55 of the Articles of
Association of the company be deleted and substituted by the following:
"No business at the
General Meeting shall be transacted unless a quorum of ten persons present in
person is there when the meeting proceeds to transact the business".
Item No. 9: Signing of the minutes of. …..the
General Meeting by a Director.
The Board after perusal of the agenda note passed
the following resolution:
"RESOLVED that XYZ,
Director of the company be and is hereby authorised to sign the minutes of the
General Meeting of the company held on……in place of Shri ABC, Chairman of the
meeting who has since expired."
The next meeting of the Board will be held on
a…….date time …..and …..place
Vote of Thanks
As all the business had to
be taken up by the Board, the meeting ended with a vote of thanks to the Chair.
Dated: .................... CHAIRMAN…………….
time for Repayment of Deposits/Transfer to Share Premium
Account/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. Signing
of the minutes of the Board Meeting held on …..by the Chairman of the meeting.
2. Authorisation
of Shri PQR, Secretary to furnish certified copies of Board's Resolutions etc.
3. Donation
for the establishment of Lal Bahadur Shastri Memorial Centre to Delhi
University,
4. Placement
of order on Messrs "WDO" & Company for their part of supply for
coal handling equipment.
5. Collaboration
agreement between the company and M/s Western India.
6. Appointment
of consultants for supply of technical know-how for Haldia Project.
7. Introduction
of Family Planning Scheme in the company.
8. Execution
of contract with Doordarshan.
9. Application
for extension of time for repayment of deposits.
10. Transfer
to share premium account.
11. 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.
Shri XYZ ... Chairman
2.
Shri LMN ... Director
3.
Shri SPM ... Director
4. Shri
VKG ... Director
5.
Shri MLB ... Director
In attendance
Shri
RKM ... Secretary
Shri XYZ took the chair and the meeting was called
to order.
Item No. 1: Signing of the minutes of the Board
Meeting held on by the Chairman of the
meeting
The minutes of the Board Meeting held on August 25,
2002, a copy of which was circulated to all the Directors earlier, were
confirmed and signed by the Chairman.
Item No. 2: Authorisation of
Shri PQR, Secretary to furnish certified copies of Board's Resolutions etc.
"RESOLVED that Shri
PQR, Secretary be and is hereby authorised to act as per Board's instructions
and also to furnish the copies of the Board Resolutions to various authorities,
institutions like banks in India and abroad etc., and it shall constitute
necessary authority for the said authorities, institutions, etc. to rely upon
and act according to the decisions as communicated in the said
resolutions."
The Directors authorised the donation of a sum of Rs. 50,000/- to the University of Delhi, for the establishment of Lal Bahadur Shastri Memorial Centre to Delhi University.
Item No. 4: Placement of
order on Messrs "WDO" & Company for their part of supply for coal
handling equipment
The Board noted the
placement of order on M/s "WDO" & Company for supply of coal
handling equipment to the company.
The Directors noted the collaboration
agreement which was signed between the company and M/s Western India on 20th
September 2002.
Consideration of the item
was deferred to the next Board Meeting when the particulars of the total job
content, extent of service to be undertaken by the company and the nature and
quantity of work off-loaded to the consultants would be furnished.
The Board. approved the
proposal for the introduction of the family planning scheme in the company. The
Board, however, enhanced the cash incentive proposed from Rs. 750/- to
Rs. 1000/- in connection with the said scheme.
The agenda note in the
matter of execution of contract with Doordarshan was perused by the Board and
after some discussions, the following resolution was passed:
" RESOLVED that Shri
XYM, be and is hereby authorised to negotiate, sign and execute contract on
behalf of the company with Dooidarshan for the construction of TV Centre at
Jorhat on such terms and conditions as the Attorney may consider beneficial in
the interest of the company.
RESOLVED FURTHER that the
draft of the Power of Attorney to be issued in favour of the said Shri XYM
placed before the meeting and initialled by the Chairman for the purposes of
identification be and is hereby approved and the same be executed under the
common seal of the company in terms of article 65 of the Articles of
Association of the company."
The agenda note on extension
of time for repayment of deposits was perused and approved by the Board. In
this connection the following resolutions were passed:
"RESOLVED that consent
of the Board of Directors be and is hereby given to the company making an
application to the Central Government pursuant to sub-section (8) of
section 58A of the Companies Act, 1956, requesting for an extension of time for
the repayment of deposits maturing/matured for repayment during the period
...............
RESOLVED FURTHER that Mr.
XYZ, the Secretary be and is hereby authorised to sign and verify the
application and take all such steps and to do all such acts or things as may be
necessary for getting an order on the application from the Central
Government."
The Board approved the
proposal of transferring a sum to the Share Premium Account of the company and
passed the following resolution:
"RESOLVED that pursuant
to the provisions of section 78 of the Companies Act, 1956, the sum of Rs. 10
lakhs being the aggregate amount of the premium received on the issue and
allotment of 100,000 equity shares of Rs. 10/- each be and is hereby
transferred to "the Share Premium Account of the company maintained with
State Bank of India".
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman.
The meeting terminated with
a vote of thanks to the Chair, as there was no other business to be transacted.
Dated: .........................
CHAIRMAN..........................
Signing of Minutes/Sub -delegation of powers by CMD
toMarketing 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.
Agenda for the …..Meeting of the Board of Directors of
ABC Limited held on …..at…..hours at…..the Registered Office of the company.
Item Contents
No.
1 . Leave of absence.
2. Signing of the minutes of the Board
Meeting held on…..by the Chairman.
3. Sub-delegation of powers by Chairman & Managing
Director to Marketing Managers and Project Manager.
4. Procurement of machinery for implementation of plants at
Ghaziabad.
5. Approval of annual accounts of ABC Limited for the year
ended March 31, 2002.
6. Approval of Directors' Report- 2001-2002.
7. Fixing date of Annual General Meeting of ABC Limited.
8. Approval of notice for the Annual General Meeting.
9. Marketing policy of ABC Limited.
10. Cash Management System.
11. Internal audit.
12. 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.
1.
Shri XYZ ... Chairman
2.
Shri LMN ... Director
3.
Shri SPM ... Director
4.
Shri VKG ... Director
5.
Shri MLS ... Director
Shri RKM ... Secretary
Leave of absence was granted to Sarvashri RKK and
KMS, Directors. Shri XYZ took the Chair and the meeting was called to order.
The minutes of the Board
Meeting held on March 30, 2002, a draft of which was earlier circulated to all
the Directors, were confirmed and signed by the Chairman.
Item No. 3: Sub-delegation of powers by Chairman & Managing Director to Marketing Managers and Project Manager
The Board noted the sub-delegation
of powers by the Chairman and Managing Director to the Marketing Managers, in
supersession of the powers already sub delegated to them as also the powers sub-delegated
to the Project Manager.
The Board noted tile details
of the procurement of machinery for implementation of plants at Ghaziabad.
Item No. 5: Approval of annual accounts of ABC Limited for the year ended March 31, 2002.
The Board considered and
approved the accounts of ABC Limited for the year ended March 31, 2002, and
adopted the following resolutions:
“1. RESOLVED that the
balance-sheet as at March 31, 2002, and profit and loss account ending on
that date for the year 1999-2000 as also the schedules and notes appended
thereto be and are hereby approved."
“2. RESOLVED that Shri XYZ,
Chairman and Managing Director, Shri LMN and APO, Directors be and are hereby authorised
to sign on behalf of the Board of Directors the balance-sheet as at March
31, 2002, and the profit and loss account for the year ending on that date and
submit the same to the Auditors' of the company for their report."
"3. Certified
(a) that the Current Assets and Loans and
Advances have in the normal course of business a realisable value of the amount
at which they are stated in the balance-sheet as at March 31, 2002.
(b) that the provision of all known liabilities have been
adequately made in the accounts.
(c) that none of the Directors of the company holds any share of
this company in his personal capacity."
The Board approved the
Directors' Report for 2002 with the following modifications:
(i) Delete
the following portions as per details given:
(a) Fourth sentence, reading "The family
welfare …..in the preceding year" in third para under heading Family
Planning.
(b) Under the heading
'Conclusion' the second sub-para.
(ii) Make additions pursuant to section 217(2A) of the Companies
Act, 1956.
Shri XYZ, Chairman was
authorised to sign the Directors' Report on behalf of the Board.
The Board of Directors
authorised Shri XYZ, Chairman to fix the date and time of the Tenth Annual
General Meeting to be held at the registered office of the company at Delhi.
The Board approved the draft
notice for the Tenth Annual General Meeting deleting all the four items under
special business.
Marketing policy of ABC
Limited a wholly owned subsidiary of the company was postponed to the next
Board Meeting.
The Board decided that a
scientific cash management system should be introduced and a quarterly report
on the cash budget performance should be furnished along with quarterly
accounts submitted to the Board for information.
The Board of Directors
decided that the internal audit in the company should be strengthened and it
should be a continuous process. For this purpose, the assistance of an outside
consultant be obtained in consultation with the company's Auditors. The Board
also decided that a committee be formed for the purpose with Shri . …..Managing
Director and Shri …..Director of the company and one of the partners of the
auditor's firm which is the statutory auditor of the company.
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman.
The meeting ended with a
vote of thanks to the Chair.
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
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 Contents
No.
1 . Confirmation
of the minutes of the …..Meeting.
2. Recruitment
of staff.
3. Authority
to sign documents on behalf of the company.
4. Authority
for signing bills etc. on behalf of the company.
5. Transfer of banking account from Bank of Baroda, Mahatma
Gandhi Marg, Kanpur to Bank of Baroda, Industrial Area, Kanpur.
6. Appointment
of Joint Auditors.
7. Next
Board Meeting.
MINUTES
Minutes of the …..Meeting of the Board
of Directors of ABC Limited held on …..the …..at….. hours at New Delhi.
Present
1.
Shri. XYZ ... Chairman
2.
Shri. LMN ... Director
3.
Shri. SPM ... Director
4.
Shri. MLB ... Managing Director
In attendance
Shri. RKM ... Secretary
Item No. 1: Confirmation of the minutes of the …..meeting
The minutes of the …..meeting of the Board of
Directors held at New Delhi on …..were read and it was resolved that they may
considered and confirmed.
The statement showing the
details of staff who had been recruited and who had joined the company during
the period 1st April, 2001, to 30th June, 2002 was perused and noted by the
Board.
The Board was informed by
the chairman that consequent on the increased activities of the company and
consequential increase in the volume of quotations against enquiries, it would
be advisable to confer the authority of signing documents and negotiations with
the customers and carrying on all the necessary things in relation thereto to Sarvashri
KLR and RSM, the Directors of the company. This was agreed to by the Board. The
following resolution was passed in this connection:
"RESOLVED that
Sarvashri KLR and RSM, Directors of the company be and are hereby severally
authorised to sign all quotations and tenders in the name of the company and
for and on behalf of the company to negotiate such quotations with the
customers, to make necessary amendments either as to price or other terms and
conditions attached or involving thereto and to finalize' otherwise any
contract for the supply of any products of the company."
Item No. 4: Authority for signing bills etc. on
behalf of the company
The Board was informed by
the chairman that for day-to-day smooth functioning of the affairs
of the company, it is proposed to authorise Sarvashri NRB and ADG, the officers
of the company to sign bills of exchange, hundi, promissory note or bills on
customers on behalf of the company. The proposal of the company was approved by
the Board. In this connection the following resolution was passed:
"RESOLVED that
Sarvashri NRB and ADG, the Accounts Officers of the company be and are hereby
severally authorised to make, accept, draw or endorse on behalf of the company
and in the name of the company any bill of exchange, hundi, promissory notes or
bills on customers."
Item No. 5: Transfer of banking account from Bank of Baroda, Mahatma Gandhi Marg, Kanpur to Bank of Baroda, Industrial Area, Kanpur
The Managing Director
suggested that the cash credit account maintained with Bank of Baroda, Mahatma
Gandhi Marg, Kanpur be transferred to Bank of Baroda, Industrial Area, Kanpur
as it will help in the smooth functioning of the day-to-day affairs
of the company. In this connection the following resolution was passed:
"RESOLVED that the
company's cash credit account with Bank of Baroda, Mahatma Gandhi Marg, Kanpur
be and is hereby transferred to Bank of Baroda, Industrial Area, Kanpur and
that the Managing Director of the company is authorised to take all necessary
actions for transfer of the said banking account of the company."
The Managing Director
informed the Board that for auditing the accounts of the company for the
financial year ending 3 1st March, 2002, it was proposed to appoint M/s. CPB
& Co., Chartered Accountants, Nagpur 440 012 and M/s. PQR & Company,
Chartered Accountants, Nagpur as Joint Auditors of the company. The proposal of
the company was approved and the following resolution was passed:
"RESOLVED that M/s. CPB
& Company, Chartered Accountants, Nagpur 440 012 be and are hereby
appointed as the Joint Auditors of the company together with M/s. PQR &
Company, Chartered Accountants from the conclusion of this Annual General
Meeting until the conclusion of the next Annual General Meeting, on a
remuneration of Rs. 50,000/plus actual out-of-pocket expenses that
may be incurred by the said Auditors for discharging their duties as Joint
Auditors of the company for auditing the account of the company for the
financial year ending 31 st March, 2002."
Next
meeting of the Board of Directors will be held on at New Delhi.
As there was no other business to be transacted the
meeting terminated with a vote of thanks to the Chair.
Dated : .......................... CHAIRMAN …..…..
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.
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 Contents
No.
1 . Leave of absence.
2. Confirmation of the minutes of
the…..meeting of the Board held on
3. Increase in authorised share capital.
4. Enhancement in credit facilities from Bank of Baroda.
5. Availing of Bills/Re-discounting scheme of IDBI up to
a limit of Rs.50 lakhs on co-acceptance of Usance Bills of Bank of Bar-oda.
6. Calling of Extraordinary General Meeting of the company.
7. Shifting of Registered Office of the company.
8. Next Board Meeting.
MINUTES
Minutes of the Meeting of the Board of Directors of
ABC Limited held on …..at…..A.M.
at…..the Registered
Office of the Company.
Shri
XYZ ... Chairman
Shri
LMN ... Director
Shri
KMS ... Director
Shri
SPM ... Director
Shri RKP Secretary
Shri XYZ, Chairman of the company took the Chair.
Leave of absence was granted to
Sarvashri…..Directors.
Item No. 2: Confirmation of minutes of the
…..meeting of the Board held on …..2002
The minutes of the…..Meeting of the Board held on
…..2002 were taken as read with the permission of all the Board Members and
were considered and confirmed.
The Managing Director
informed the Board that the company's existing althorised capital is Rs. 650
lak is consisting of Rs. 65 lakh equity shares of Rs. 10/- each and as
against this capital the company had already issued equity shares worth Rs. 620
lakhs. Since the company would require a sum of Rs. 40 lakhs for meeting the
expenditure towards setting up a new plant at Ghaziabad, it was necessary to
raise the authorised capital of the company from Rs. 650 lakhs to Rs. 900 lakhs
keeping in view the company's future requirement of funds. It was stated that
it is proposed to issue further capital to the existing equity shareholders of
the company. The matter was considered by the Board and the proposal of the
company was approved. In this connection the following resolutions were passed:
"RESOLVED that the
company do raise its authorised capital from Rs. 650 lakhs divided into
65,00,000 equity shares of Rs. 10/- each to Rs. 900 lakhs divided into
90,00,000 equity shares of Rs. 10/- each subject to the approval of the
company in General Meeting, under Section 94 of the Companies Act, 1956.
RESOLVED FURTHER that
consequential changes as may be necessary in the Memorandum and Articles of
Association of the company be made Subject to the approval of the company in
General Meeting."
Item No. 4: Enhancement in credit facilities from
Bank of Baroda
The Board was informed by
the Managing Director that Bank of Boarda, Kanpur was approached for enhancement
in the limits as well as renewal of the ex]sting facilities. The Bank has
agreed to the proposal of the company. The matter was considered and the
proposal of the company was approved. In this connection the following
resolutions were passed:
"RESOLVED that the
company do avail of the following credit facilities from Bank of Baroda as per
limit set out against each:
(i) Letter of Credit (foreign) Rs.250 lakhs
(ii) Letter of Credit (Inland Rs.300 lakhs
(iii) Letter of Guarantees Rs.100 1akhs
RESOLVED FURTHER that the
Managing Director of the company be and is hereby authorised to sign all
documents and papers that may be required in this connection to avail of the
above facilities.
Item No. 5: Availing of
Bills/Re-discounting scheme of IDBI up to a limit of Rs. 50 lakhs on co-acceptance
of Usance Bills of Bank of Baroda
The Managing Director
informed the Board that the company proposes to avail of the Bills/Re-discounting
scheme of IDBI for the purchase of machinery for its new plant at Ghaziabad.
The matter was considered by the Board. In this connection the following
resolutions were passed:
"RESOLVED that the
company do avail of deferred payment scheme of Bills/Re-discounting of
IDBI for purchase of machinery up to a limit of Rs. 50 lakhs on co-acceptance
of usance bills by Bank of Baroda, Kanpur.
RESOLVED FURTHER that the
Managing Director of the company be and is hereby authorised to finalise the
terms and conditions in respect of the aforesaid facilities and to sign all
such documents and papers that may be required by the IDBI in this
connection."
The Managing Director
explained that in connection with the alteration of Memorandum and Articles of
Association of the company for increase in the authorised share capital, it was
necessary to convene an Extraordinary General Meeting of the company. This was
approved by the company and the following resolutions were passed in this
connection:
"RESOLVED that
Extraordinary General Meeting of the members of company be convened on Monday
the…..2002 at 11.00 hrs. at No.35, Mahatma Gandhi Road, Kanpur, the registered
office of the company to consider the resolution given in the notice as per
draft placed before the meeting.
RESOLVED FURTHER that the
Secretary of the company be and is hereby authorised to issue notice of the
meeting and to comply with all requirements of the Companies Act, 1956, in this
regard."
The Board was informed by
the Managing Director that since the company's project offices would be shifted
to the factory site effective from 10th January, 2001, it was desirable to
shift the Registered Office of the company to the factory at Kanpur Industrial
Area, Kanpur. In this connection the following resolution was passed:
"RESOLVED that the
Registered Office of the company be shifted from 35, Mahatma Gandhi Road,
Kanpur to Industrial Area, Kanpur, effective from 10th September 2002.
RESOLVED FURTHER that the
secretary be instructed to file necessary return with the Registrar of
Companies, U.P. Kanpur."
Item No. 8: Next Board Meeting
The next meeting of the
Board of Directors will be held on a date, time and place to be decided in
consultation with the Chairman.
The meeting ended with a vote of thanks to the
Chair.
Dated : .......................... CHAIRMAN
…..…..…..
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/Extension of Time for payment of Allotment/Call Money/Next
Board Meeting.
Agenda for the Meeting
of the Board of Directors of ABC Limited held on …..at …..hours at the
Registered Office of the company.
Item Contents
No.
1 . Leave
of absence.
2. Appointment
of alternate Director.
3. Confirmation
of minutes of the meeting of the Board
of Directors held on
4. Confirmation
of circular resolution passed on
5. Approval
of the minutes of the meeting of the sub-committee regarding transfer of
shares.
6. Amendment
in object clause.
7. Extension
of time for payment of allotment and call money.
8. Next
Board Meeting.
MINUTES
ABC Limited, Kanpur
Minutes of the Meeting
of the Board of Directors of ABC Limited held at …..hours on…..at…..the
Registered Office of the company.
Present
1 Chairman
2 Director
3 Director
4 Director
5 Director
In attendance Secretary
Shri …..Chairman took the Chair.
Leave of absence was granted to Sarvashri …..and
…..Directors of the Company. The Chairman called the meeting to order, as there
was the requisite quorum.
The Board was informed by
the Managing Director that Shri …..will not be attending the Board Meeting as
he had gone to U.K. It was stated that Shri …..will be away to U.K. for a
period of four months that is, from to
…..and that during his absence Shri …..be appointed as an alternate Director in
his place under article ….. of the Articles of Association. The matter was
considered. The Board granted leave of absence to Shri …..Director and in his
place appointed Shri …..as Alternate Director by passing the following
resolutions:
"RESOLVED that under section 313 of the Companies Act 1956 read with article …..of the Articles of Association of the company. Shri…..be and is hereby appointed as an Alternate Director in place of Shri …..and allowed to attend the Board Meetings in his absence.
RESOLVED FURTHER that the
Secretary of the company be and is hereby directed to file the necessary return
with the Registrar of Compames, Kanpur."
The minutes of the …..meeting of the Board held on
…..were read out and it was resolved that it be confirmed.
Item No. 4: Confirmation of circular resolution
passed on .......
The circular resolutions passed by the Directors by
circulation on …..as reproduced below be and are hereby confirmed:
"RESOLVED that the
company do approach Bank of Baroda, Kanpur for issue of Bank Guarantee in the
sum of Rs. 3,50,000 in favour of the Commissioner of Sales Tax, Lucknow towards
tax and penalty levied on the Sales Depot of the company at Lucknow for the
assessment year 2001-2002.
RESOLVED FURTHER that Shri …..General Manager of the
company be and is hereby authorised to sign all such documents and papers as
may be required in connection with the said guarantee."
The minutes of the meeting
of the sub-committee of the Board held on 10th May, 2002, for approving
transfer of shares as placed before the Board were read by the Secretary of the
company and were considered and confirmed.
The Board was informed by
the chairman that the company has set up a fair price shop in its premises to
meet the day-to-day essential requirements of the employees as well
as the rural population around the factory. It was stated that since the
carrying out of aforesaid activity was not specifically covered by the existing
clause, it was considered necessary to amend the object clause. The amendment
in object clause was required to be approved by the company in General Meeting
by a Special Resolution pursuant to the provisions of section 17 of the
Companies Act, 1956. The matter was considered by the Board. In this connection
the following resolutions were passed:
"RESOLVED that pursuant
to the provisions of section 17 of the Companies Act, 1956, and subject to
approval of shareholders at a General Meeting by passing a Special Resolution,
the object clause of the company's Memorandum be altered by addition to clause
III of the Memorandum of Association of the company, the following new sub
clause (2A) after sub-clause (2):
(2A)To carry on the business
as dealers, agents of kerosene oil, fertilisers, drugs, seeds, cloth, all kinds
of insecticides and pesticides, and generally to deal in all kinds of
merchandise, goods.
RESOLVED FURTHER that the
approval of the company in the next Annual General Meeting to the amendment of
the 'object' clause, as above be obtained and the Secretary of the company be
and is hereby authorised to take such further action in the matter as may be
necessary.
RESOLVED FURTHER that the
said Special Resolution be passed through postal ballot pursuant to Rule 4(a)
of the Companies (Passing of Resolutions through the Postal Ballot) Rules,
2001.
It was informed that some of
the shareholders had requested for extension of time for payment of allotment
and call money on equity shares allotted to them in December, 2002. It was suggested
that extension of time till 3 1 st March, 2002, be allowed to the shareholders
before issuing final notices of forfeiture of shares to them. The proposal was
approved unanimously and the following resolution was passed:
"RESOLVED that time
till 31st March, 2002, be and is hereby granted to shareholders for payment of
allotment and call money on …..equity shares of Rs. 10/- each subject to
payment of interest @ of 12% p.a."
The next meeting of the
Board will be held on the date, time and place to be decided in consultation
with Chairman.
As there was no other
business to be transacted the meeting ended with a vote of thanks to the Chair.
Dated : .......................... 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 Contents
No.
1 Signing
of the minutes of the Board Meeting held on …..by the Chairman of the meeting.
2. Enrolment
of ABC Limited as Patron Member of All India Management Association.
3. Over-draft/loan
facilities from Indian Overseas Bank, Calcutta.
4. Appointment
of Cost Auditor.
5. Contribution
to National Defense Fund.
6. Exemption
from incorporation of subsidiary's account.
7. Redemption
of debentures.
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.
1.
Shri XYZ Chairman
2.
Shri LMN Director
3.
Shri SPM Director
4.
Shri VKG Director
5.
Shri MLB Director
Shri RKM Secretary
Shri XYZ took the Chair and the meeting was called
to order.
The minutes of the Board
Meeting held on 8th May, 2002, a draft of which was circulated to all the
Directors were confirmed and signed by the Chairman.
Item No. 2: Enrolment of ABC
Limited as Patron Member of All India Management Association
Secretary informed in Board
that ABC Ltd. has been enrolled as a Patron, Member of All India Management
Association. The Board noted the said enrollment of the Company.
Item No. 3: Over-draft/loan facilities from
Indian Overseas Bank, Calcutta
The Directors were informed by the Managing Director that consequent upon the delay in the finalisation of work relating to the execution of Haldia Project, the advance payment to the extent of 20 per cent of the value of works under reference could not be released to the company. To meet the fund requirement, loan or overdraft facility to the extent of Rs. 50 lakhs will be required during October November 2001. Draft resolutions as finally presented before the Board of Directors were slightly modified and the Board approved the modified resolutions as recorded below:
"RESOLVED that subject
to the approval of the General Meeting, pursuant to Section 293 (i) (d) and
other relevant provisions, if any, of the Companies Act, 1956, the company be
and is hereby authorised to arrange temporary bank over-draft/cash credit
facilities, up to a limit of Rs. 50 lakhs, for the period ending November,
2001.
RESOLVED FURTHER that Shri
XYZ, Managing Director be and is hereby authorised to draw/operate the above
temporary bank overdraft/cash from the Indian Overseas Bank, Brabourne Road,
Calcutta by hypothecation of the plant and machinery or other receivables.
RESOLVED FURTHER that Shri
XYZ, Managing Director is also hereby authorised to sign the necessary
documents for obtaining loan for and on behalf of the company and to draw,
accept or endorse cheques, bill of exchange, promissory notes and other
negotiable instruments made on behalf of the company.
RESOLVED FURTHER that Shri
XYZ be and is hereby authorised to sub-delegate the powers of operating
the bank account for and on behalf of the company, for the purpose of availing
these credit facilities to any two or more officers to operate the account
jointly.
RESOLVED FURTHER that a
certified copy of the above resolution be forwarded by the Secretary, to the
Bank from which the above facilities will be arranged and it shall constitute
necessary authority to the bank for sanction of over-draft/cash credit
facilities."
The Directors also
recommended that the following resolution be placed before the shareholders of
the company at the Extraordinary General Meeting to be convened at the
earliest:
"RESOLVED that in
partial modification of the resolution passed by the shareholders at the
Extraordinary General Meeting of the company held on October 12, 2001, consent
of the company under the provisions of section 293(l)(d) and other applicable
provisions, if any, of the Companies Act, 1956, be and is hereby accorded to
the Board of Directors of the company borrowing, in addition to the borrowing
of an amount of Rs. 30 lakhs approved on October 12, 2001, from time to time,
as it may consider fit, any sums of money on such terms and conditions as the
Board may deem fit notwithstanding that the monies to be borrowed together with
the monies already borrowed by the company (apart from temporary loans obtained
from the company's bankers in the ordinary course of business) will exceed the
aggregate of the paid-up capital of the company and its free reserves,
that is to say, reserves not set apart for any specific purpose so that the
total amounts of monies so borrowed and remaining outstanding and undischarged
at any time shall not exceed a further sum of Rs. one crore."
The proposal contained in
the agenda with regard to appointment of Cost Auditor note was considered and
approved by the Board. The following resolution was passed:
"RESOLVED that subject
to the approval of the Central Government, pursuant to the provisions of sub-section
(2) of section 233B read with section 224(IB), of the Companies Act, 1956. Shri
XYZ, Cost Accountant be and is hereby appointed as Cost Auditor to conduct the
audit of the cost accounts of the company in respect of its Fan unit situated
at Okhla Industrial Estate for the financial year 2001-2002 at a
remuneration of Rs. 60,000/- plus actual out-of-pocket
expenses".
The Board considered the
proposal of the Company's contributing to the National Defence Fund under
section 293-B read with 293(l)(e) of the Companies Act, 1956 and the
Managing Director informed the Board that the proposed Rs. 2 crores to be
contributed will be well within the prescribed limits of 5% of the company's
average net profit. The Board then approved the proposal by passing the
following resolution:
"RESOLVED that under
section 293-B of the Companies Act, 1956 consent of the Board of
Directors be and is hereby accorded to the company making a contribution of Rs.
Two lakhs to the National Defence Fund."
The Board considered the
note given in the agenda with regard to inability of the company incorporate in
its Annual Accounts, the accounts of the subsidiary and passed the following
resolution:
"RESOLVED that an
application be made to the Central Government for exempting the company from
complying with the provisions of section 22(8) of the Act in relation to M/s.
A.B.C. Limited a subsidiary of the company having been gutted by fire and all
accounts and books having been destroyed, no information is available to the
company as to the balance-sheet and other statements of that company
required to be incorporated in the balance-sheet of the holding company.
RESOLVED FURTHER that the
secretary of the company be and is hereby authorised to make the necessary
application to the Central Government under section 212(8) of the Companies
Act, 1956 and to do all such acts and deeds in connection therewith or
ancillary or incidental thereto as may be necessary."
The Board considered the
proposal of redemption of debentures of the company and passed the following
resolution:
"RESOLVED that consent
of the Board of Directors of the company be and is hereby given to redeem at
par the 10% debentures stock issued in 1996 numbered 1001 to 2000 of Rs. 5000/-
each and that such debentures after redemption be kept alive for re-
issue."
Item No. 8: Next Board Meeting
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman.
The meeting ended with a
vote of thanks to the Chair.
Dated : …………. CHAIRMAN…..…..…..
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
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 the minutes of last Board Meeting.
3 Report
of M/s. CPB & Co., Chartered Accountants on the accounts of the company for
the year 2001-2002.
4. Modification
of the requirements of Schedule VI to the Act.
5. Amendment
in article 98 of the Articles of Association of the company.
6. Write
off of Rs. 3.49 lakhs.
7. Appraisal
of the draft accounts for the financial year 2001-2002.
8. Date,
time & place of the Board Meeting
& Annual General Meeting of the shareholders of the company.
MINUTES
Minutes of. …..the meeting
of the Board of Directors of ABC Limited held on …..at …..hours at …..the
Regional Office, New Delhi.
1. Shri XYZ Chairman
2. Shri LMN Director
3. Shri SPM Director
4. Shri VKG Director
5. Shri MLB Director
1. Shri SPM Secretary
By invitation
1. Shri IPO General
Manager (Production)
2. Shri SMC General
Manager Commercial)
3. Shri SKM General
Manager (Finance)
The quorum, in accordance
with article 100(a) of the Articles of Association of the company, was present.
The Chairman, Mr. XYZ, took the Chair.
The Board was informed that
as Mr. HNM Director, was held up at Calcutta, he would not be able to attend
the Board Meeting. This was noted by the Board and leave of absence was granted
to him.
The minutes of the last
Board Meeting held on 27th April, 2002, were perused by the Board.
On enquiry from Chairman as
to whether the recommendations of Consultants have been implemented in full or
not, the Managing Director informed that most of the recommendations have
already been implemented. The matter was discussed. The Chairman directed that
the recommendations of Consultants should be implemented in full and that a
report to this effect be put up to the Board at its next meeting.
The minutes of the last
meeting were thereafter read, confirmed and signed.
Item No. 3 : Report of M/s. CPB & Co., Chartered Accountants and M/s. PQR, Chartered Accountants on the accounts of the company for the year 2001-2002
The report of M/s. CPB &
Company, Chartered Accountants on the accounts of the company for the financial
year 2001-2002 annexed to the agenda was perused by the Board.
The Chairman said that the
material consumption as compared to the previous year has gone up. Managing
Director explained that the ratio of material consumption was partially higher
as compared to previous year due to change in the accounting policy with
respect to execution of more jobs with clients material at issue rates, steel
subsidy having been taken as misc. income as per accounting policy, old orders
where full material escalations could not be passed on to customers etc. The
report was discussed by the Board at length. The Chairman said that since the
report of M/s. CPB & Co. was an intermediate report, it would be better if
points arising out of this report could be discussed at the time of
consideration of the annual accounts. This was agreed to by the Board.
Item No. 4 : Modification of the requirements of the Act with regard to matters to be stated in the balance sheet or profit and loss account
The Chairman informed the
Board that since the manufacturing process of the Company's products was
patented and was meant to be kept at secret, giving details of consumption of
different raw materials going into the said manufacturing process as per the
requirements of Part II to Schedule VI to the Companies Act, 1956 would amount
to disclosing the secrecy of the process. Therefore, the company proposed to
make an application to the Central Government under subsection (4) of section
211 for allowing exemption to the company from giving the aforesaid details in
the Annual Accounts of the Company to be prepared for the financial year ending
31st March, 2002. The proposal was thoroughly discussed by all the Board
Members present at the meeting and after some discussion they all came to a
consensus. The Board then unanimously passed the following resolutions:
"RESOLVED that an
application under section 211(4) of the Companies Act, 1956 be made to the
Central Government seeking exemption from giving additional data required to be
given under paragraphs …..of Part II of Schedule VI of the Companies Act, 1956
in the Annual Accounts of the Company for the financial year ending on 31st March, 2002 ......
RESOLVED FURTHER Shri …..the Secretary of the company
be and is hereby authorised to make the said application on behalf of the
company and to take all necessary steps required for the purpose."
Item No. 5 : Amendment in
article 98 of the Articles of Association of the company
The Board was informed that article 95 of the Articles of Association of the company provided that the Managing Director should be the whole- time employee of the company for the conduct of the business of the company. It was stated that since Mr. KLB, Managing Director, WC Limited is not the whole time employee of the company, to bring his appointment within the purview of the aforesaid article, the Board might consider amending Article 95 of the Articles of Association of the company suitably subject to the consent of the shareholders obtained by passing a Special Resolution. The matter was discussed. In this connection the following resolutions were passed by the Board:
"RESOLVED that subject
to the approval of the company in General Meeting the existing article 95 of
the Articles of Association of the company be substituted by the following:
"Subject to the
provisions of the Companies Act, 1956, the Board may, from time to time,
appoint the Managing Director on such terms and remunerations (whether by way
of salary or otherwise) as it may think fit, and may from time to time, remove
or dismiss him from office and appoint another in his place. The Managing Director
shall, if he ceases to hold office of a Director from any cause, ipsofacto,
immediately cease, to be the Managing Director. The Managing Director shall for
the conduct of the business of the company, be subject to the control and
supervision of the Board of Directors and shall exercise such powers, authority
and discretion in relation to the affairs of the company as are delegated to
him by the Board. The Managing Director shall not be liable to retire by
rotation".
RESOLVED FURTHER that the
approval of the company in the next Annual General Meeting be obtained to the
amendment as above and Secretary of the company was authorised to take further
necessary action in the matter".
The Board was informed by
the chairman that against the contract awarded by the NRC, the company had
lodged a total claim of Rs. 20.13 lakhs against which NRC settled the claim for
Rs. 15.99 lakh leaving a balance of Rs. 4.94 lakhs. However, in spite of the
best efforts made by the company, it could realise only Rs. 1.45 lakhs as NRC
disallowed the amount of Rs. 3.49 lakhs on account of non-supply of some
items, cost of rectification done by them at site, liquidated damages for
completion of the job etc. It was stated that since NRC has finally declined to
pay the balance amount of Rs. 3.49 lakhs, the Board is requested to kindly
consider write off of the amount of Rs. 3.49 lakhs from the books of account of
the company of the year 2000-2001.
The proposals of the company
were discussed by the Board. After consideration the following resolution was
passed by the Board:
"RESOLVED that the
write off of the sum of Rs. 3.49 lakhs from the books of account of the company
of the year 2001-2002, being the amount disallowed by NRC be and is
hereby approved."
(i) The draft of the balance-sheet
as at 31st March, 2002, and the profit & loss account of the company ended
on that date annexed to the agenda were per-used by the Board.
While perusing the annual
accounts the Board desired further improvements in the following:
(a)Steps should be taken to
reduce outstandings substantially. Greater efforts should be made to reduce the
old outstandings.
(b)Physical verification of
the fixed assets at site as well as at Head Office, store items etc. made by
the Internal Audit Department need to be analysed and discrepancies pointed out
should be got rectified.
(c)The Internal Audit
Department should be strengthened.
(d)Items of dormant slow and
moving inventory must continue to be reviewed.
(e)Internal control
procedures should be strengthened relating to the purchases and effective
documentation maintained.
(f)The systems and
procedures for site operation require to be strengthened and a site manual must
be finalised.
(ii) Consideration of the
draft of the balance-sheet & profit & loss account for the year
2001-2002.
The Board after due
consideration approved draft of the balance-sheet for the year 2001-2002
and profit & loss account ended on that date and passed the following
resolutions:
"RESOLVED that
Income/Expenditure as shown in the Profit & Loss Account, earned/incurred
and provided during the financial year ended
31st March, 2002, be and is hereby approved.
"RESOLVED FURTHER that
the addition of Rs. 83.62 lakhs in the Fixed Assets during the financial year
2001-2002 be and is hereby approved.
"RESOLVED FURTHER that
the attached draft balance-sheet and profit & loss account of the
company together with Accounting Policies, Schedules and Notes thereon for the
period ended 31st March, 2002, duly signed by Mr. XYZ, Chairman for the purpose
of identification be and is hereby approved.
"RESOLVED FURTHER that
Mr. MLB, Managing Director an ' d Mr. LMN, Director and Mr. SPM Secretary of
the company be and are hereby authorised to authenticate the accounts in terms
of section 215 of the Companies Act, 1956.
RESOLVED FURTHER that Shri
SKM, General Manager (Finance) be and is also hereby authorised to sign the
annual accounts as a Financial Representative.
Item No. 8 : Date, time & place of next Board Meeting & Annual General Meeting of the shareholders of the company
It was decided that the next
meeting of the Board of Directors and the Annual General Meeting of the
shareholders of the company will be held on ............... at .........
The meeting ended with a vote of thanks to the
Chair.
Dated : .. .... CHAIRMAN …..…..
Confirmation of
Minutes/Approval of Debenture Trust Deed/Revision of Scales of Pay/Lease Undertaking/Issue
of Redeemable Preference
Shares/Ratification of act of Managing Director/Next Board Meeting
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 the Board Meeting held on
2. Appointment
of debenture trustee and approval of debenture trust deed.
3. Revision
of scales of pay pursuant to agreement with employees.
4. Lease
of undertaking.
5. Issue
of Redeemable Preference Shares.
6. Ratification
of act of Managing Director.
7. Next
Board Meeting.
MINUTES
Minutes of the …..Meeting of the Board
of Directors of ABC Limited held on …..2002 at …..the hours at 35, 301,Pitru
Ashirwad Anand,, the Registered Office of the company.
1.
Shri XYZ Chairman
2.
Shri LMN Director
3.
Shri SPM Director
4.
Shri VKG Director
5.
Shri MLB Director
Shri RKM Secretary
Shri XYZ took the Chair and the meeting was called
to order.
Item No. 1 : Confirmation of the minutes of the
Board Meeting held on…….
The minutes of the Board Meeting held on …..a copy
of which was circulated to all the Directors were read and confirmed by the
Board.
The Debenture Trust Deed to be executed between the
company and AB Limited, the Debenture Trustee was perused and approved by the
Board. The following resolution was passed in this connection RESOLVED that
M/s. A.B. Limited who has given consent to act as a Debenture Trustee be and is
hereby appointed as the Debenture Trustee of the company.
RESOLVED FURTHER that
pursuant to section I I 7B of the Companies Act, 1956, the functions of the
said Debenture Trustee be generally to protect the interest of holders of
debentures including the creation of securities within the stipulated time and
to redress the grievance of holders of debentures effectively.
"RESOLVED FURTHER that
the Debenture Trust Deed between the Company and M/s. A.B. Limited, the
Debenture Trustee, prepared in the form prescribed under section 117A a copy of
which is placed before the meeting and initialled by the Chairman, be and is
hereby approved and M/s. X and Y, Directors of the company be and are hereby
empowered to sign and execute the said Trust Deed, under the common seal of the
company in the presence of the Secretary of the company within the period
prescribed under section 117A."
RESOLVED FURTHER that
pursuant to section 117C a debenture redemption reserve be and is hereby
created for the redemption of the……debentures issued by the company to which
adequate amounts be credited from out of the company's profits every year until
such debentures are redeemed.
RESOLVED FURTHER that the
amounts credited to the aforesaid debentures redemption reserve be not utilised
by the company except for the purpose aforesaid.
The proposal contained in
the agenda note for revision of scales of pay pursuant to agreement with
employees was considered and approved by the Board. The following resolution
was passed:
"RESOLVED that approval
be and is hereby accorded to the revision in the scales of pay of Class I
Employees in terms of the agreement entered into between the company and the
employees union, a copy of which is placed before the meeting, duly initialled
by the Chairman for the purpose of identification."
The Board approved the
proposal for leasing the undertaking of the company situated and recommended
the following resolution to the shareholders for being passed by them at the
ensuing Annual General Meeting
"RESOLVED that the
Board of Directors of the company be and is hereby authorised to lease the
land, building, plant and machinery of the Company to M/s. X and Co. Ltd., in
terms of the draft indenture of lease placed before the meeting and initialled
by the Chairman for the purpose of identification thereof."
The note annexed to the
agenda with regard to the issue of Redeemable Preference Shares was perused by
the Board. After discussions, the following resolution was passed:
"RESOLVED that pursuant
to articles …..of the Articles of Association of the company and subject to
section 80 of the Companies Act, 1956, Redeemable Preference Shares of Rs
…..each forming part of the authorised
capital of the company and remaining unsubscribe be issued at par and allotted
to any person or persons and on such terms as to dividend, preferential payment
or return of the amount paid-up thereon and redemption as the Board of
Directors may
deem fit."
The agenda note regarding
ratification of Managing Director act was perused by the Board. After
discussions, the following resolutions were passed:
"RESOLVED that the
borrowing of a sum of Rs …..by the Managing Director of the company from
…..financial institution on the terms and conditions set out in the General
Form of Loan Agreement, a copy of which is placed before the meeting, duly
initialled by the Chairman for the purpose of identification, be and is hereby
ratified and approved.
RESOLVED FURTHER that Mr.
A.B, a Director of the company be and is hereby authorised to sign and execute
the loan documents, under the common seal of the company."
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman.
The meeting ended with a
vote of thanks to the Chair.
…..…..…..….
CHAIRMAN
Confirmation of Minutes/Contribution to National
DefenceFund/Appointment of Technical Adviser/Payment of Interim Dividend/Inspection
of books of account by Inspector/Appointment of Internal Auditor/Next Board
Meeting.
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 minutes of the meeting.
2. Appointment
of Technical Adviser.
3. Payment
of interim dividend.
4. Inspection
of books of accounts of company by an Inspector appointed by the Central
Government.
5. Next
Board Meeting.
MINUTES
Minutes of the …..Meeting of the Board
of Directors of ABC Limited held on …..the …..at the Registered
Office of the company.
1 Chairman
2 Director
3 Director
4 Director
5 Managing Director
In attendance Secretary
The minutes of the …..meeting of the Board of
Directors of the company held on …..were considered and confirmed.
The Board was informed that the company proposes to appoint Shri …..as the Technical Adviser of the company to guide the company in the execution of the turnkey project taken up by the company from HMT. The draft of the agreement to be executed with Shri …..placed before the meeting was approved by the Board. In this connection the following resolutions were passed:
"RESOLVED that Shri …..be and is hereby
appointed as the Technical Adviser of the company on the terms and conditions,
responsibilities, remuneration etc. as embodied in the draft agreement as
table before the meeting and initialled by the Chairman for purposes of
identification for a period of five years effective from and ending on
RESOLVED FURTHER that Shri …..Managing Director of
the company be and is hereby authorised to execute the said agreement on behalf
of the company with Shri ..................
The Managing Director
explained to the Board the profits earned by the company for the half year
ending 30th September, 2002. The pro forma account placed before Board was
perused by the Board. The Board after consideration of the pro forma accounts
decided that an interim dividend of 10% on the paid-up equity capital of
the company be declared. In this connection the following resolutions were
passed.
"RESOLVED that an
interim dividend of ten per cent on the paid- up equity capital of the
company be declared and paid out of six months' profit as disclosed by the pro
forma accounts as submitted to this meeting and that such dividend be paid to
those members whose names appear in the register of members as on
................
"RESOLVED FURTHER that
a bank account be opened with....Bank branch
for the purpose of depositing the interim dividend amount and also for payment
thereof to the shareholders of the company at par at all branches of the said
bank in the country."
Item No. 4 : Inspection of
books of accounts of company by an Inspector appointed by the Central
Government
Secretary informed the Board
that a letter has been received from the Registrar of Companies, Kanpur for
inspection of the books of the company by an Inspector appointed by the Central
Government. The letter of the Registrar of Companies was placed before by the
Board. The matter was discussed. After some discussions the Board passed the
following resolutions:
"RESOLVED that the
Secretary of the company be and is hereby authorised to acknowledge receipt of
letter received from the Registrar of Companies, Kanpur informing that an
Inspector would take up inspection of books of account of the company pursuant
to section 209A of the Companies Act, 1956, which was submitted to this meeting
and perused.
RESOLVED FURTHER that the
Secretary be and is hereby authorised to extend all facilities and to produce
all papers, books etc. and to give such information as may be required by the
Inspector."
The next meeting of the Board will be held on …..at
New Delhi.
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Dated : …..….. CHAIRMAN …..…..
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
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. Signing
of the minutes of the Board Meeting held on May 5, 2002,by Chairman of the
meeting.
3. Minutes
of the Committee Meeting on "Housing Colony for Officers" held on
April 25, 2002.
4. Maintenance
of records.
5. Economy
in administrative expenditure.
6. Purchase
of office accommodation at New Delhi.
7. Provision
of housing accommodation at Project Site Offices.
8. Appointment
of ABC as Whole-time Director.
9. Donation
to ABC Institution.
10. Increase
in sitting fee.
11. Next
Board Meeting.
MINUTES
Minutes of the …..meeting of
the Board of Directors of ABC Limited held on …..2000 at …..hrs. at the Registered
Office of the company.
Present
1.
Shri XYZ ... Chairman
2.
Shri LMN ... Director
3.
Shri SPM ... Director
4.
Shri VKG ... Director
5.
Shri MLS ... Director
Shri RKM ... Secretary
Leave of absence was granted to Sarvashri RKK and
KMS, Directors of the company. Shri XYZ took the Chair and the meeting was
called to order.
The minutes of the Board Meeting held on May 5,
2002, a copy of which was circulated to all the Directors earlier, were
confirmed and thereafter signed by the Chairman in token thereof.
A set of agenda papers together with the minutes of
the meeting of the Committee of Directors on "Housing Colony for
officers" held on April 25, 2002 as circulated amongst the Directors
earlier, were perused and noted.
The Chairman informed the
Board that it was very necessary to sort out the records of the company piling
up in the company's record room for so many years. The matter was discussed and
after some discussion it was:
"RESOLVED that records
of the company for the last eight years be kept in the record room and records
of the company beyond eight years be destroyed in consultation with the
respective department of the company."
Approved.
Chairman informed that the
funds for the purchase of office accommodation at New Delhi as proposed will be
met from the funds being generated from internal resources. Thereafter, the
Directors agreed to the proposal and authorised the Managing Director/Secretary
to obtain the approval of the shareholders for the above proposal in an
Extraordinary General Meeting to be convened immediately. Further, the
Directors recommended the convening of the General Meeting of the shareholders,
at shorter notice than 21 days notice period as provided under the Companies
Act, 1956, to pass necessary resolutions. Necessary notice/order formalities
including the affixation of the common seal on the documents, if necessary,
will be complied with by Managing Director/Secretary.
The Directors decided that for persons posted at
project sites in India
(i) The company may hire
suitable accommodation according to the status of the employee,
(ii) Charge 10% of the
salary for providing housing accommodation, and
(iii) Pay Project Allowances as applicable.
The project in charge will
survey the project site area and will make out a detailed note to the
Management at Head Office fixing ceiling for accommodation and rent for hiring
the accommodation by company for each category of employee and the same will be
adopted after approval of the Managing Director. The Directors also decided
that if the posting at project site in India is not for long duration or
suitable family accommodation is not available at site, employees may be
allowed to retain their accommodation at the place of original posting with the
approval of Managing Director and be paid the following allowances:
(i) HRA as admissible at the place of original
posting,
(ii) Project allowance or CCA as per company's
rules.
The Board considered the
agenda item with regard to the appointment of ABC as Whole-time Director
and passed the following resolution:
"RESOLVED that subject
to the approval of the shareholders of the company Shri ABC, who fulfills the
conditions specified in Part I and Part II of Schedule XIII of the Companies
Act, 1956, be and is hereby appointed as the Whole-time Director of the
company for a period of five years effective from …..and that he may be paid remuneration
by way of salary Rs …..p.m., commission at the rate of 1/2per cent subject to a
maximum of 50% of the salary and perquisites in accordance with Part II of
Schedule XIII of the Act."
Item No. 9: Donation to ABC Institution
The Board after perusal of
the agenda note for making donations to ABC institution, passed the following
resolution:
"RESOLVED that a sum of Rs. 50,000/- be paid to ABC Institution which is a charitable institution within the meaning of Income- tax Act, 1961 as donation."
The Board considered the
agenda item for increasing the existing sitting fee of the Board Members. After
discussions, the Board recommended the following resolution to the shareholders
of the company for being passed by them at the ensuing Annual General Meeting.
"RESOLVED that the
existing article 75 of the Articles of Association of the company be and is
hereby substituted by the following article:
"75. The sitting fee
payable to Directors for attending the meeting of the Board of Directors or any
of its committees shall be Rs. 5000/- for every meeting. They shall also
be entitled to reimbursement of travelling expenses and halting charges
incurred by them."
The next meeting of the
Board will be held on a date, time and place to be decided in consultation with
the Chairman.
The meeting ended with a vote of thanks to the
Chair.
Dated: ......................
CHAIRMAN…..…..
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.
AGENDA
Agenda for the …..…..Meeting of the
Board of Directors of ABC Limited held on …..2002 at…..hours, at 301,Pitru
Ashirwad Anand, the Registered Office of the company.
Item No. Contents
1 . Leave
of absence.
2. Signing
of the minutes of the Board Meeting held on May 17, 2002.
3. Disclosure of interest by Directors under section 299(3) of
the Companies Act, 1956, for the financial year 2001-2002.
4. Quarterly
financial review for the quarter ended 30th December,2001.
5. Revised
budget estimates for 2001-2002 and budget estimated for 2002-2003.
6. Formation
of a Board of Trustees in ABC Limited for gratuity under the Indian Income-tax
Act.
7. Opening
and operation of accounts in foreign banks by ABC Limited.
8. Rules
regarding foreign allowances.
9. New
accommodation for ABC Limited offices at Parliament Street, New Delhi.
10. Raising of loan from Industrial Development Bank of India and
State Bank of India for deferred credit aggregating Rs. ten lakhs extended to
the company.
11. Next
Board Meeting.
MINUTES
Minutes of the …..Meeting of the Board
of Directors of ABC Limited held on …..2002,at …..hours at 35, the 301,Pitru
Ashirwad Anand,Registered Office of the company.
Present:
1.
Shri XYZ Chairman
2.
Shri LMN Director
3.
Shri SPM Director
4.
Shri VKG Director
5.
Shri MLS Director
Shri RKM Secretary
Leave of absence was granted to Sarvashri RKK and
KMS, Directors of the company. Shri XYZ took the Chair and the meeting was
called to order.
The minutes of the Board
Meeting held on May 17, 2002, a draft of which was circulated to all the
Directors earlier, were confirmed and thereafter signed by the Chairman in
token thereof.
Item No. 3: Disclosure of interest by Directors under section 299(3) of the Companies Act, 1956, for the financial year 2001-2002
The general notice received
from Shri LPO, one of the Directors of company, pursuant to section 299(3) of
the Companies Act, 1956, was placed before the meeting, read and recorded.
The Managing Director
briefly stated about the good performance of the company for the quarter ended
on 30th June, 2001 and thereafter directed the Secretary to place the statement
of quarterly financial review of the company and the said statement was then
perused by all the Directors present at the meeting and was noted.
Having considered the agenda
note about the revised budget estimates, the Board approved the same showing a7
net surplus of Rs. 20 lakhs for 2001-2002 and budget estimates for 2002-2003
indicating a net surplus of Rs. 35 lakhs.
The Board, however, desired
that stricter control should be exercised on the revenue expenditure and
reiterated that the company should stick to the budget estimates and try to
avoid any revision thereof later on.
Item No. 6: Formation of a Board of Trustees in ABC Limited for gratuity under the Indian Income-tax Act
Having ascertained that it
was legally necessary to constitute a trust for gratuity under the Income-tax
Act, the Board passed the following resolution:
"RESOLVED that
formation of Gratuity Trust for the purpose of gratuity as per the provisions
of the Indian Income-tax Act, 1961, for the persons working in ABC
Limited as provisionally approved by Chairman and signed by the Secretary on
behalf of the company and filed by the Trustees with the Income-tax
authorities be and is hereby approved, ratified and confirmed.
RESOLVED FURTHER that a
certified copy of this resolution be forwarded by Secretary of the company to
the concerned Income-tax authorities and other authorities as may be
required."
The Board considered the
agenda note regarding opening and operation of accounts in foreign banks by ABC
Limited and decided that whenever an account was to be opened in a foreign bank
abroad, the matter should be placed before the Board and separate resolution
should be passed in each case thereof.
Postponed for the next Board
Meeting, as no consensus could be arrived at by the Board Meeting on this
issue.
Item No. 9: New
accommodation for ABC Limited offices at Parliament Street, New Delhi
The Board considered the
agenda note for new office accommodation and accorded approval for incurring
capital expenditure towards the interior decoration of the offices including
light fittings, ceiling fans, construction of cabins, partitions etc. to the extent
of Rs. 15 lakhs.
Item No. 10: Raising of loan from Industrial Development Bank of India and State Bank of India for deferred credit aggregating Rs. ten lakhs extended to the company
The Board considered the
agenda item of raising the deferred credit limit and passed the following
resolutions:
"RESOLVED that in
connection with the sale and supply of material and equipment by the company to
ZYO under the company's contract dated the 25th December, 2001, the company do
borrow from the Industrial Development Bank of India (IDBI) a rupee loan to the
maximum extent of Rs. five lakhs and from the State Bank of India (SBI) a rupee
loan to the maximum extent of Rs. 5,00,000/- (Rupees five lakhs only)
against the principal amount of the deferred instalments receivable by the
company, such borrowings to be on the terms and conditions set out in the draft
tripartite loan agreement received from IDBI and acceptable to SBI, a copy
whereof duty signed by Shri XYZ, Chairman, for the purposes of identification
has been circulated to the Board.
RESOLVED FURTHER that the
draft of the said tripartite loan agreement be and is hereby approved and that
Shri XYZ, Chairman and LMN, Manager (Finance) be and are hereby severally
authorised to accept or suggest on behalf of the company such modifications in
the draft as may be suggested by, or acceptable to, IDBI or SBI.
RESOLVED FURTHER that the
common seal of the company be affixed to the original stamped engrossments (in
triplicate) of the said tripartite loan agreement in the presence of Shri XYZ,
Chairman who shall sign the same in token of having witnessed the execution and
countersigned. by the Secretary of the company.
RESOLVED FURTHER that Shri
XYZ, Chairman and Shri LMN, Manager (Finance) be and are hereby severally authorised
to execute and deliver or cause to be delivered such other deeds, documents and
things as may be required by IDBI or SBI in connection with the said
loans."
Item No. 11: Next Board Meeting
The next meeting of the Board will be held on a date, time and place to be decided in consultation with the Chairman.
Vote of Thanks
The meeting ended with a vote of thanks to the Chair, as there was no other business to be transacted.
Date: ………….. CHAIRMAN ………….