Agenda
for the ____Meeting of the Board of Directors of ABC Limited held on ____2003,
at ___hours, at 35, Mahatma Gandhi Road, Kanpur, the Registered Office of the
company.
Item Contents
No.
1 . Confirmation of the minutes of the Board
Meeting held on 4th April, 2003.
2. Sale of forfeited shares.
3. Non-declaration of dividend for
the financial year ended 31st March, 2003.
4. Sub-Division of shares.
5. Fixing time for meeting of the Board.
6. Extension of time for registration of
alteration of Memorandum of Association.
7. Application of premium received on
shares.
8. Next Board Meeting.
Minutes of the___ meeting of the Board of Directors
of ABC Limited held on __2003, at___hours at 35, Mahatma Gandhi Road, Kanpur,
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 4th April, 2003, a draft of which was circulated to all the
Directors were confirmed and signed by the Chairman in token thereof.
The proposal regarding sale
of forfeited shares was considered and approved by the Board. In this
connection the following resolution was passed:
"RESOLVED that 5000
Equity Shares of Rs. 10/- each forfeited by the company as per
particulars mentioned below be sold by the company and Shri ABC, Managing
Director of the company be and is hereby authorised to sell the said shares to
any person or persons at the prevailing market price, to execute deeds of transfer
and to issue new share certificates in respect thereof by affixing the common
seal of the company thereon.
_______________________________________________________________________
No. of Registered holders No. of shares Distinctive
No.
_______________________________________________________________________
The Board considered the
financial position of the company and passed the following resolution:
"RESOLVED that to meet
the urgent requirement of funds for erection of company's plant at Ghaziabad,
no dividend is recommended for payment to the equity shareholders of the
company and that the surplus funds be utilised for erection of company's plant
at Ghaziabad".
The agenda note for sub-division
of shares was perused by the Board. The matter was discussed. After
discussions, the Board approved the proposal and passed the following
resolution:
"RESOLVED that each of
the equity shares of the nominal value of Rs. 100/- each in the capital
of the company be and are hereby subdivided into 1 equity share of Rs. 50/-
each and into 1 13.5% cumulative redeemable preference shares of Rs. 50/-
each, having the following rights and obligations:
(a)The share shall carry a right to a cumulative
preference dividend of 13.5% per annum in relation to the capital paid-up
on them.
(b) The holders of the said
shares shall have a right to attend General Meetings of the company and vote on
resolutions directly affecting their interest or where the dividends in respect
thereof are in arrears for not less than two years on the date of the meeting,
on all resolutions at every meeting of the company.
(c)In a winding up, the
holders of the said shares shall be entitled to a preferential right of return
of the amount paid-up on the shares together with arrears of cumulative
preferential dividend due on the date of winding up, but shall not have any
further right over the surplus assets of the company.
(d) The shares issued shall
be redeemed at any time after the expiry of seven years and resale be redeemed
before the expiry of a period of ten years from the date of issue."
The Board approved the
proposal of fixing a particular day of a month for holding Board Meeting and
passed the following resolution:
"RESOLVED that the
meetings of the Board be held on the first Friday of each month at 10.00 a.m.
at the registered office of the company".
The proposal contained in
the note regarding extension of time for registration of the order of the
Company Law Board confirming alteration of Memorandum of Association for change
in situation clause was perused and approved by the Board. The following
resolution was passed:
"RESOLVED that approval
of the Board of Directors be and is hereby given to the filing of petition
before the Company Law Board pursuant to sub-section (4)] of section 18
of the Companies Act, 1956, seeking Company Law Board's approval to the
extension of time for filing the certified copy of the order of the Company Law
Board ..........Bench dated …….passed under section 17 of the Act along with documents before the Registrar of Companies
by ............... days/months.
RESOLVED FURTHER that the
Secretary of the company be directed and authorised to take all steps necessary
in this connection including drawing up and verifying of the petition and
appointment of Advocate/Company Secretary/Chartered Accountant to appear before
the Company Law Board ……..Bench for this purpose."
Item No. 7: Application of premium received on
shares
"RESOLVED that pursuant
to the provisions of section 78 of the Companies Act, 1956, an amount of Rs.
20,00,000/- equal to the aggregate amount of the premium on shares
received by the company on the issue and allotment of 2,00,000 equity shares of
Rs. 10/- each @ Rs. 10/- per share be and is hereby transferred to
the share premium account of the company and the said money be applied for
purpose permitted only under sub-section (2) of section 78 of the
Act."
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.
Dated : ...........................
CHAIRMAN………………..
Signing of Minutes/Refusal to allot shares to
Nominee/Insurance Company's Property/Appointment of Managing Director/Alteration
of Capital Clause/Authority to affix Facsimile Signature/Approval list of
Creditors/Next Board Meeting.
Agenda for the Meeting
of the Board of Directors of ABC ____Limited held on ___2003, at ____hours, at 35, Mahatma Gandhi Road, Kanpur, the
Registered Office of the company.
Item
No. Contents
1 Signing of the minutes of
the Board Meeting held on the Chairman
of the meeting.
2. Refusal to allot shares to nominee.
3. Insurance of company's property.
4. Alteration of capital clause by classification
of unclassified share
5. Authority to affix facsimile signature of Mr.
A.B.
6. Approval of list of creditors.
7. Next Board Meeting.
MINUTES
Minutes of the ___meeting of the Board of Directors
of ABC Limited held on___2003, at___hours at 35, Mahatma Gandhi Road, Kanpur,
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 ___a copy
of which was circulated to all the Directors earlier, were confirmed and
thereafter signed by the Chairman in token thereof.
The Board considered the
note regarding refusal to allot shares to nominees and approved the proposal.
The following resolutions were passed
"RESOLVED that
allotment of 100 equity shares of Rs. 10/- each be and is hereby refused
to Mr. XY, a nominee of Mr. AB as per letter of renunciation dated ____placed
before the meeting, duly initial by the Chairman.
RESOLVED FURTHER that the
Secretary of the company be directed to inform Mr. A.B of the non-acceptance
of his renunciation and to re-offer the shares to him."
The proposal contained in
the agenda note with regard to having insurance coverage on company's
properties was considered by the Board. After some discussions, the following
resolutions were passed:
"RESOLVED that the
Policy of Insurance covering the company's factory, buildings, plant, machinery
and stocks against fire and flood and placed before the meeting duly initialed
by the Chairman for the purpose of identification be and is hereby approved and
Mr. A.B., a Director of the company is hereby empowered to execute the Policy
of Insurance under the common seal of the company.
RESOLVED FURTHER that the Secretary of the company be and is hereby directed to issue a cheque favoring the Insurance Company in respect of the premium due on the Policy".
The note annexed to the
agenda with regard to classification of unclassified shares of the company was
perused by the Board and after some discussions, the Board recommended the
following resolutions to the shareholders of the company for being passed by
them at the ensuing Annual General Meeting:
"RESOLVED that 5,00,000
unclassified shares of Rs. 10/- each, forming part of the authorised
capital of the company be and are hereby classified as 5,00,000 equity shares
of Rs. 10/- each.
RESOLVED FURTHER that the
authorised share capital be amended by substituting the following:
"The authorised capital
of the company is Rs. 1,00,00,000/- consisting of equity shares of Rs.
10/- each In place of
"The Authorised Capital
of the company is Rs. 1,00,00,000/- consisting of 5,00,000/-
equity shares of Rs. 10/- each and 5,00,000/unclassified shares of Rs.
10/- each, and in clause V of the Memorandum of Association of the
company for the words and figures".The share capital of the company Rs.
1,00,00,000/- divided into 5,00,000/- equity shares of Rs. 10/-
each and 5,00,000/- unclassified shares of Rs. 10/- each the
following shall be substituted. "The Share capital of the company is Rs.
1,00,00,000/- consisting of 10,00,000 equity shares of Rs. 10/-
each.
RESOLVED FURTHER that in
article 3 of the Article, of Association of the company for the words and
figures.
"The Share capital of
the company is Rs. 1,00,00,000 divided into 5,00,000 equity shares of Rs. 10/-
each and 5,00,000 unclassified shares of Rs. 10 each the following shall be
substituted.
The Share capital of the
company is Rs. 1,00,00,000 consisting of 10,00,000 equity shares of Rs. 10
each".
Item No. 5: Authority to affix facsimile signature
of Mr. A.B.
The Board approved the
proposal contained in the agenda note for affixation of facsimile signature and
passed the following resolution:
"RESOLVED that the
signature of Mr. A.B., the authorised signatory of the company shall be affixed
by facsimile to any instrument required to be executed under the common seal of
the company".
The Board approved the list of creditors dated and passed the following resolution:
“RESOLVED that payment be
and is hereby authorised to be made to the creditors of the company as set out
in the list of creditors dated___
placed before the meeting, and initialled by the Chairman for the purpose of
identification".
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……………
Confirmation of
Minutes/Return of Share Application Money/Dividend Account/Allotment of
fractional shares in a bonus issue/Reconstruction of Company/Surrender of
Lease/Next Board Meeting
AGENDA
Agenda for the Meeting
of the Board of Directors of ABC Limited held on ___2003, at___hours, at 35,
Mahatma Gandhi Road, Kanpur, the Registered Office of the company.
Item Contents
No.
1. Confirmation of the minutes of the
Board Meeting held on
2. Return of share application money.
3. Dividend account.
4. Allotment of fractional shares in a
bonus issue,
5. Reconstruction of the company.
6. Surrender of lease of the premises
presently in occupation of CDE.
7. Next Board Meeting.
Minutes of the Meeting
of the Board of Directors of ABC Limited held on ___2000, at ___hours, at 35,
Mahatma Gandhi Road, Kanpur, 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
1.
Shri RKM Secretary
Shri XYZ took the Chair and the meeting was called
to order.
The minutes of the Board Meeting held on ____a copy
of which was circulated to all the Directors were taken as read and confirmed
and then signed by the Chairman in token thereof.
Having considered the agenda
note with regard to refund of application money on shares, the Board approved
the proposal. The following resolution was passed in this connection:
"RESOLVED that in view
of the minimum subscription not having been reached and pursuant to section
69(5) of the Companies Act, 1956, the share application money received by the
company be refunded to the applicants and the Secretary of the company be
directed to inform the applicants accordingly and send their refund
warrants".
The Board approved the
proposal of payment of dividend contained in the agenda note and passed the
following resolution:
"RESOLVED ' that
whereas the company declared a dividend of 15% on its paid-up equity
shares at its Annual General Meeting held on ___and that an account be opened
with the___Bank___301 Pitru Ashirwad Anand 388001 , styles as the "2003
Dividend Account of Wadhwa and Company Pvt.
Ltd".
RESOLVED FURTHER that the
said Bank be advised to honour all dividend warrants for equity shares
imprinted thereon E/42 as reference and bearing the signatures of the
authorised signatures of the company by debiting the 'Dividend Account'.
RESOLVED FURTHER that the
Secretary of the company be and is hereby directed to take further steps for
giving effect to this resolution".
The Board after considering
the proposal of selling fractional shares contained in the agenda note, passed
the following resolutions:
"RESOLVED that in terms
of the resolution of the general body passed at the Extraordinary General
Meeting of the company held on____ an aggregate of__ new equity shares
representing fractions in the bonus issue, be and are hereby consolidated into
marketable lots of ___equity shares and allotted to Mr. A.B. for sale at
prevailing market prices.
RESOLVED FURTHER that the
net sale proceeds after defraying the expenses of the sale be distributed to
the shareholders entitled to fractional shares in proportion to their
respecting holdings.
RESOLVED FURTHER that the
secretary of the company directed to give effect to this resolution."
Having considered the agenda
note about the scheme of reconstruction the Board recommended the following
resolution to the shareholders of the company for being passed by them at the
Extraordinary General Meeting to be convened shortly:
"RESOLVED pursuant to a
scheme of reconstruction, that M/s. A.B. and Co. Limited, be wound up
voluntarily and Mr. X be appointed as the Liquidator for the purpose of such
winding up at a remuneration to be fixed by the Board of Director of the
company.
RESOLVED FURTHER that the
said Liquidator be and is hereby empowered to incorporate a new company with a
Memorandum and Articles of Association as per draft placed before the meeting
and initialled by the Chairman for the purpose of identification.
RESOLVED FURTHER that
subject to the confirmation of Court consent of the company be and is hereby
accorded to a scheme of reconstruction between the company and the new company
a copy of which is placed before the meeting and initialled by the Chairman for
the purpose of identification".
The Board approved the
proposal and passed the following resolution:
"RESOLVED that the lease of the premises ____be
surrendered with effect from ___and the Secretary of the company be directed
to inform the landlord accordingly."
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
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Dated : ..........................
CHAIRMAN…………………
incentive to the employees/Operation of Bank
Account/Provision for Material Cost Estimates/Next Board Meeting.
Agenda for the Meeting
of the Board of Directors of ABC Limited held on ____2003, at __hours, at 35,
Mahatma Gandhi Road, Kanpur, the Registered Office of the company.
Item
No. Contents
1 . Leave of absence.
2. signing of the minutes of the Board
Meeting held on April 14, 2003 by the
Chairman of the meeting.
3. Grant of loan to M/s. XYZ
Corporation, Mumbai as part of consideration in the purchase of one more flat.
4. Provision of housing accommodation
for Project Office.
5. Appointment of Shri LPO as Project
Director.
6. Compensation to staff posted at site
for the extra hours worked on working days and also on festival and other
holidays.
7. Creating
additional posts of General Manager etc.
8. Expansion of Cold Rolling Mill
complex from 1.7 million tonnes to 4.0 million tonnes at Bokaro Steel Limited.
9. Leave Travel Concession Rules-Amendment
of.
10. Tender for Ministry Complex in
Kuwait.
11. Proposal for grant of efficiency
incentive to the employees.
12. Operation of bank account with Indian
Overseas Bank, Hauz Khas, New Delhi.
13. Provision for material cost estimates
as provided in the tender.
14. Next Board Meeting.
Minutes of the Meeting
of the Board of Directors of ABC Limited held on __2003, at __hours, at 35, Mahatma
Gandhi
Road,
Kanpur, 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
1. Shri RKM Secretary
Item No. I : Leave of absence.
Leave of absence was granted to Sarvashri RKK and
KMS, Directors.
Shri XYZ took the Chair and the requisite quorum
being present called the meeting to order.
Item No. 2 : Signing of the minutes of the Board Meeting held on April 14, 2003 by the Chairman of the meeting
The minutes of the Board Meeting held on April 14,
2003, a copy of which was circulated to all the Directors earlier, were
confirmed and signed by the Chairman in taken thereof.
Item No. 3: Grant of loan to M/s. XYZ Corporation, Mumbai as part of consideration in the purchase of one more flat
While according their
approval for the transaction already entered into, the Directors desired that
the proposal to purchase one more flat at Mumbai may be gone through only if
the loan deposit with the builders by the present owners of the flat is
retained by them and the price is negotiated for payment of amount due in lump
sum in cash.
Item was withdrawn, with the
permission of the Board Members.
The Board considered the
agenda note on the appointment of a Project Director and after some discussion
approved the appointment of Shri LPO as the Project Director of the company.
Item No. 6 : Compensation to staff posted at site for the extra hours worked on working days and also on festival and other holidays
The Directors noted that no
monetary compensation by way of overtime allowance or by leave was allowed to
the employees in lieu of additional hours of work put in regularly by the
employees at the Project site and that the project was completed within the
time schedule and cost estimated. Considering the hard work done and the
exemplary manner in which the work was implemented, the Directors, in
appreciation of the services rendered by the employees at the Project site
approved the payment of cash compensation equal to one month basic pay or one
month leave in lieu thereof to these personnel.
Item No. 7: Creating additional posts of General Managers etc.
The Chairman explained that
as against 6 (six) General Managers with the proposed reorganisation he would
like to have, with the approval of the proposal put up to the Board, 2-3
people reporting to him. These persons would function as co-ordinators of
work of Group of General Managers in the company, and those posts would provide
training for subsequent appointment to the posts of Functional Directors in due
course, The Directors, however, desired that the latest organisation chart may
be placed in the next meeting of the Board of Director.
Item No. 8: Expansion of Cold Rolling Mill complex from 1.7 million tonnes to 4.0 million tonnes at Bokaro Steel Limited
The Chairman informed the
Directors about the history of the collaboration agreement signed between ABC
and WNC and the signing of the agreement with OMP, the company which is the
client for the project for undertaking the basic and detailed engineering. The
Board took note of the position explained by the Chairman. The Board desired
that preference may be given to QST for detailed manufacturing drawings for
future contracts.
The draft of the amended
Leave Travel Concession Rules of the company was placed before the Board and
after some discussion it considered the same as approved.
Item No. 10: Tender for Ministry Complex in Kuwait
The Board approved the
proposal to submit tender for the Doordarshan and suggested that the approval
of the financial institutions should also be obtained sufficiently in advance
and the cost estimates be placed before the next meeting,
Postponed to the next Board
Meeting.
The Managing Director
informed the Board that since operations in the Hauz Khas Branch Office of the
company in New Delhi had increased, the company needed to have one more
authorised signatory to operate the bank account of the company kept with Hauz
Khas branch of Indian Overseas Bank, New Delhi with a limit. This was
considered and after some discussion it was
"RESOLVED that Shri LMP
be and is hereby authorised to draw, accept or endorse cheques, bills of
exchange, promissory notes and other negotiable instruments made on behalf of
the company jointly either with Shri SPM or Shri SLR up to a limit of Rs. 5
lakhs per cheque.
RESOLVED FURTHER that a
certified copy of this resolution be forwarded by the Secretary, to the above
mentioned bank and it shall constitute a necessary authority to the bank for
operation of the account by Shri LMP along with Shri SPM and/or Shri SLR.
Item No. 13 : Provision for material cost estimates
as provided in the tender
The Directors noted that the
total cost arrived at in the revised estimates was the same as in the original
estimates. Thereafter, the revised cost estimates were approved.
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/Extraordinary General Meeting/Bonus to Employees/Appointment
of Consultant/Accommodation for Staff/Opening and Operation of Bank
Account/Invitation for Acceptance of Deposits/Investment of Funds/Constitution
of Share Transfer Committee/Next Board Meeting
AGENDA
Agenda for the Meeting
of the Board of Directors of ABC
Limited held on ____2003, at ____hours, at 35, Mahatma Gandhi Road,
Kanpur, the Registered Office of the company.
Item Contents
No.
1 Signing of the minutes of the Board
Meeting held on 25th January,
2003
by the Chairman of the meeting.
2. Extraordinary General Meeting of ABC
Limited.
3. Bonus to employees of EPI- 1999-2000.
4. Appointment of a Consultant for
execution of Salal Project.
5. Accommodation for staff posted at
Madras.
6. Opening and operation of bank account
with Punjab National Bank, M.G. Road, Kanpur.
7. Invitation for acceptance of deposits
from public.
8. Investment of funds.
9. Constitution of Share Transfer
Committee of the Board.
10. Next Board Meeting.
Minutes of the Meeting
of the Board of Directors of ABC Limited held on___2003, at___hours at 35,
Mahatma Gandhi Road, Kanpur, 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
1. Shri RKM Secretary
Item No. 1: Signing of the minutes of the Board
Meeting held on 25th January, 2003, by the Chairman of the meeting
The minutes of the Board held on 25th January, 2003,
a draft of which was circulated to all the Directors were confirmed and signed
by the Chairman.
Item No. 2: Extraordinary General Meeting of ABC
Limited
The Directors decided that the Extraordinary General
Meeting be convened on 12th June, 2003, at 11.00 A.M. at No. 10, Parliament
Street, New Delhi, the Regional Office of the company and authorised the
Secretary to issue notice convening the above meeting, with the following
agenda items:
1.Investment to be made in ABC Co. Ltd., under section 372A of the Companies Act, 1956.
2.Loans to be given to XYZ
Co., under section 372A of the Companies Act, 1956.
The Directors decided that
the bonus calculated at the rate of 20% of the salary (basic plus D.A.) should
be paid for the year ended 2001-2003 in accordance with the provisions of
the Payment of Bonus Act, 1965.
The item was withdrawn by
the Chairman with the consent of the Directors present at the meeting.
It was approved by the Board
that the company may take the houses on company lease up to 30% of the pay for
employees being posted at Madras, subject to recovery of 10% from their pay.
The Managing Director
informed the Board that the company was required to open an account with Punjab
National Bank, M.G. Road, Kanpur and thereafter the following necessary
resolutions were passed for opening and operation of the said bank account:
"RESOLVED that the
Punjab National Bank be appointed as bankers for ABC Limited at Kanpur and that
Shri LMO, Managing Director and/or Shri AKM, General Manager, be and is hereby
authorised to open and operate necessary bank account in the name of ABC
Limited with the said bank and to draw, accept or endorse cheques, bills of
exchange, promissory notes and other negotiable instruments made on behalf of
ABC Limited.
Shri LMO, Managing Director
is also authorised to sub-delegate the powers of any of the officers for
implementation of the project, to open and operate the account with the said
bank and to draw, accept or endorse cheques, bills of exchange, promissory
notes and other negotiable instruments made on behalf of ABC Limited. However,
the sub delegation for operating the bank account to these officers will be in
the joint name of at least two persons".
The note concerning the item
accepting deposits from the public was circulated to the Directors was
considered and approved by the Board.
The following resolutions
were passed in this connection:
"RESOLVED that the
advertisement, pursuant to section 58A(2)(b) of the Companies Act, 1956, for inviting
deposits from public be issued and the draft thereof tabled before the Board
and initialled by the Chairman for purposes of identification be and is hereby
approved and that the Secretary of the company be authorlsed to have it
published at least in three newspapers having circulation throughout the
country, after it is signed by the majority of Directors and after it is filed
with the Registrar of Companies Uttar Pradesh at Kanpur for registration.
RESOLVED FURTHER that the
form of application and the statement of particulars as per draft thereof
placed before the Board and initialled by the Chairman for purposes of
identification be and is hereby approved.
RESOLVED FURTHER that the
Managing Director and the Company Secretary be and is hereby authorised to sign
jointly receipts for deposits received by the company".
Item No. 8: Investment of Funds
The Board considered the
agenda note regarding investment of company's surplus funds and passed the
following resolution:
"RESOLVED that subject
to the limit of Rs. 5 lakhs at a time and the overall limit of Rs. 25 lakhs,
the Managing Director of the company be and is hereby authorised to invest the
surplus funds of the company in any shares, debentures, securities stock
certificates etc. in any securities floated by the Central Government or any
State Government provided that this power shall be exercised subject to the
provisions of section 372A of the Companies Act, 1956".
The proposal contained in
the note for formation of a Share Transfer Committee was considered by the
Board. The matter was discussed and thereafter the Board passed the following
resolution:
"RESOLVED that a
Committee of the Board of Directors of the company be called as "Share
Transfer Committee of the Board" be and is hereby constituted with powers
of the Board to approve transfer of shares of the company on behalf of the
Board, and the said Committee do have the following powers:
(a) to approve and register transfer and/or transmission of all
classes of shares;
(b) to sub-divide, consolidate and issue share certificates
on behalf of the company;
(c) to affix or authorise fixation of the common seal of the
company to the share certificate of the company; and
(d) to do all such acts, things or deeds as may be necessary or
incidental to the exercise of the above powers.
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 terminated with a vote of thanks to the
Chair.
Dated: ...........................
CHAIRMAN
…………………..
Confirmation of
Minutes/Filling of vacancy caused byresignation/Exemption from incorporating
subsidiary's
account/Microfilming of Important Records/Revocationof
authorisation to operate Bankin Account/Payment of Bonus/Next Board Meeting
Agenda for the Meeting
of the Board of Directors of ABC Limited held on___2003, at___hours, at 35,
Mahatma Gandhi Road, Kanpur, the Registered Office of the company.
Item Contents,
No.
1 Confirmation
of the minutes of meeting.
2. Filling
of vacancy caused by the resignation of Shri Director.
3. Exemption
from incorporating 'subsidiary's 'account in the balance sheet of the company.
4. Microfilming
of important records of the company.
5. Revocation
of authorisation to operate banking account of the company.
6. Payment
of bonus to the employees.
7. Next
Board Meeting.
Minutes of the Meeting
of the Board of Directors of ___held on___ the ___2003 at 10:30 hours at
Kanpur.
1. ................... Chairman
2 …………… Director
3 …………… Director
4 ……………. Managing
Director
In attendance Secretary
The minutes of the ___meeting held on ____2003 at
Kanpur were read, confirmed and thereafter signed by the Chairman.
The Managing Director informed the Board that Shri
_____Director had resigned from the directorship of the company on account of
his appointment as Adviser to the Governor of Assam. It was stated that Shri
____be appointed as a Director of the company to fill up the vacancy caused by
the resignation of Shri ____The appointment of Shri _____was approved by the
Board. In this connection the following resolutions were passed:
"RESOLVED that the resignation of Shri ____from
the director ship of the company be and is hereby approved and that the
necessary return be filed with the Registrar of Companies, U.P., Kanpur, by the
Secretary of the company.
RESOLVED FURTHER that
pursuant to section 262 of the Companies Act, 1956 Shri ___be and is hereby
appointed as a Director of the company to fill up the casual vacancy caused due
to resignation of Shri ___as a Director of the company before the expiry of
his term of office and that Shri ____is
to hold office till the date the outgoing Director Would have held office.
RESOLVED FURTHER that the
Board places on record the valuable services rendered by Shri ____during his
tenure as a Director of the company and expresses its deep sense of
appreciation and gratitude for the same and directed the Secretary of the
company to send a copy of the above resolution to Shri ...............
The Chairman informed the Board that Mr. _____a
director of the company ceased to be a director as he did not hold the
necessary share qualification within day
as required by Article ____of the Article of
Association of the company. Thereafter the matter
was discussed among the Board Members and after some discussion it was
"RESOLVED that the Secretary to inform Mr ___
that he ceased to be a director of the company on the day of ___last, by reason of his having ceased upon that day to hold
necessary share qualification."
The Board was informed by
the chairman that on account of paucity of space available in the record room,
it had become difficult to accommodate the important records of the company in
the record room. The Managing Director suggested that the record which was more
than eight years old be microfilmed and the originals thereof be destroyed. The
Board accepted the suggestion of the Managing Director and in this connection
the following resolution was passed:
"RESOLVED that books of
accounts, records and vouchers of the description as per attached list
pertaining to the period ____2003___to ___being more than eight years old, be
microfilmed, and that such microfilm record as certified by the Secretary of
the company be stored and that the original books of accounts, records,
vouchers etc.be then destroyed."
The Board was informed by
the Managing Director that consequent on the
resignation of Shri ___Director of the company, it would be necessary to
revoke his authority to operate the Current Banking Account of the company with
Bank of Baroda, Kanpur. In this connection the following resolutions were
passed:
" RESOLVED that Shri ____Director of the company having resigned from the directorship of the company, the authority conferred on the said Shri ___vide Board Resolution dated the be and is hereby revoked and that the company's bankers, Bank of Baroda, Kanpur be advised accordingly.
RESOLVED FURTHER that the
said bank be and is hereby advised to treat all documents, cheques, negotiable
instruments or any other documents or orders signed by the aforesaid Director
and pending before the aforesaid date of revocation of authority but not
presented to the bank or not paid or remaining pending as on the date of
revocation be treated as valid and binding on the company and that the company
agrees to accept as valid any such documents retained, paid or negotiable even
subsequent to the aforesaid date of revocation of authority.
RESOLVED FURTHER that a copy
of the above resolution be sent to the bank duly certified under the signature
of the Chairman".
The Managing Director
informed the Board that the employees of the company were pressing for payment
of bonus before the Dussehra Festival, for the accounting year ending on 3 1 9t
March, 2003. He stated that as there existed an allocable surplus computed
under the provisions of sections 4, 5 and 6 of the Payment of Bonus Act, 1965,
and that a bonus to the extent of 121/2 per cent of the gross wages and
dearness allowance can be paid. The matter was discussed. In this connection
the following resolution was passed:
"RESOLVED that the
company do pay to all its employees covered under the Payment of Bonus Act,
1965, to the extent of 121/2 per cent of the gross wages and dearness allowance
in respect of the accounting year ending on 31st March, 2003 on 15th October,
2003."
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, as there was no other business to be transacted.
Dated: ......................... CHAIRMAN __________
Agenda for the Meeting
of the Board of Directors of. ___Limited held on ___at ____hours____at
Item No. Contents
1 . Leave
of absence.
2. Confirmation
of the Minutes of the Meeting.
3. Balance-sheet
and Profit and Loss Account.
4. Audit
fee for the financial year 1999-2000.
5. Increase
of Issued and Subscribed Capital.
6. Financial
Tie-up of the Project cost.
7. Authorisation
for signing excise documents.
8. Approval
of Directors' report on Accounts for the period ended 31 st March, 2003.
9. Calling
of Annual General Meeting of the Company (Adjourned).
10. Next
Board Meeting.
Minutes of the Meeting of the Board of Directors of
XYZ Limited held on ___at___at New Delhi
Present:
1 .
Chairman
2 Director
3 Director
In Attendance Secretary
Item No. 1: Leave of absence
Leave of absence was granted to Shri O P M, Director.
Item No. 2: Confirmation of the Minutes of the
Meeting
Minutes of the Meeting of
the Board of Directors held at New Delhi on ..... 2003 were considered and
confirmed and thereafter signed by the chairman of the meeting.
The Balance-sheet as
at 31st March, 2003 and the Statement of Expenditure pending capitalisation for
the period ended 31st March, 2003 as placed before the Meeting were considered
and adopted by the Board. The following resolutions were passed:
(i)"RESOLVED that the
Balance-sheet as at 31st March, 2003 and the Statement of Expenditure
pending capitallsation for the year ended 31st March, 2003 placed before the
Meeting be and are hereby adopted.
(ii)RESOLVED FURTHER that
Shri SPM, be and is hereby authorised to approve the changes, if any, as may be
made in the Accounts.
(iii)RESOLVED FURTHER that
Shrl SPM and PQR, Directors of the Company, be and are hereby jointly
authorised to sign the Balancesheet as at 31st March, 2003 and the Statement of
Expenditure pending capitalisation for the year ended 31st March, 2003 on
behalf of the Board."
The Secretary informed the
Board that M/s. ABC, Chartered Accountants, the Auditors of the Company, had
represented for increase in the Audit Fee from Rs. 75,000/- to Rs.
1,00,000/for the year 2001-2003. The Chairman stated that considering
the work involved the increase in the Audit Fee was not justified and Board
declined to enhance the Audit Fee.
The Secretary stated that
the present issued capital was Rs. 20.00 lakhs (Rupees twenty lakhs only)
consisting of 2,00,000 Equity shares of Rs. 10/- each. Out of this,
1,00,000 Equity shares of Rs. 10/- each were issued to M/s. UIL Limited
and SIT Limited. M/s. UIL Ltd. had paid pre-operative expenses to the
tune of Rs. 30.60 lakhs which would be taken as their contribution towards
share capital to the extent of Rs. 30.60 lakhs and SIT Ltd. had contributed Rs.
10.47 lakhs. It was proposed to increase the issued capital from Rs. 20.00
lakhs to Rs. 50.00 lakhs and to allot 1,55,000 Equity shares of Rs. 10/-
each to M/s. UIL Ltd. for which the money had already been received. It was
proposed to offer MJs. SIT Ltd. 1,45,000 Equity shares of Rs. 10/- each.
After some discussions, the following resolutions were passed:
"RESOLVED that the
issued capital of the Company be increased from Rs. 20.00 lakhs to Rs. 50.00
lakhs consisting of 5,00,000 Equity shares of Rs. 10/- each.
RESOLVED FURTHER that
1,55,000 shares of Rs. 10/- each be allotted to UIL Ltd. against a sum of
Rs. 30.60 lakhs received from them towards pre-operative expenses and
that SIT Ltd. be offered 1,45,000 Equity shares of Rs. 10/- each.
RESOLVED FURTHER that Shri
SPM and Shri PQR, Directors of the Company and Shri OPM being the authorised
signatory, be and are hereby jointly authorised to sign the Share Certificates
and affix the Common Seal of the Company thereon."
Shri SPM stated that of the
total project cost of Rs. 180.00 lakhs, the company was to arrange Term Loans
to the extent of Rs. 105.00 lakhs from the financial institutions and banks. He
also stated that UPFC and PICUP had already sanctioned Term Loan of Rs. 30.00
lakhs and Rs. 25.00 lakhs, respectively. The Company approached PICUP for an
additional Term Loan of Rs. 20.00 lakhs and the Oriental Bank of Commerce for
the balance amount of Rs. 10.00 lakhs. It was stated that the Bank had since
sanctioned the loan in principle and was also agreeable to finance working
capital requirements of the Company.
After some discussion the
Board approved the proposal of the Company for availing a Term Loan of Rs.
30.00 lakhs and for its working capital requirements from Oriental Bank of
Commerce Limited. The following resolutions were passed in this connection:
"RESOLVED that the
Company do approach the Oriental Bank of Commerce Limited, for a Term Loan of
Rs. 30.00 lakhs on the security of the movable and immovable assets, both
present and future of the Company including its uncalled share capital and
goodwill, the charge ranking pari passu with charges created/to be created in
favour of UPFC and PICUP for Term Loans sanctioned by them.
RESOLVED FURTHER that the
arrangements made with the Oriental Bank of Commerce Limited, for the purposes
of availing the aforesaid Loan be and are hereby approved.
RESOLVED FURTHER that the
sanction be and is hereby accorded to the Company to avail of the aforesaid
Loan from the Oriental Bank of Commerce Limited, and the documents placed
before the meeting be and are hereby approved.
RESOLVED FURTHER that the
terms and conditions of the aforesaid facility be and are hereby approved
subject to such further changes and modifications as may be agreed upon between
the Bank and Shri SPM, Director of the Company.
RESOLVED FURTHER that Shri
SPM, Director of the Company be and is hereby authorised to execute the
Equitable Mortgage Deed, Bond of Guarantee, Letter of Undertaking, Loan
Agreement, Hypothecation Deed, DP Note, etc., and all other documents that may
be required to be given on behalf of the Company and to do such acts and deeds
that may
Be required by the Bank to avail of the a fore said
facility.
RESOLVED FURTHER that the
Company do request SIT LTD and UIL LTD to extend their respective guarantees
for due repayment of the aforesaid facility.
RESOLVED FURTHER that the
Common Seal of the Company be affixed to the Deed of Mortgage, Bond of
Guarantee, Letter of Undertaking, Loan Agreement, Hypothication Deed,
Promissory Note, D P Note, etc., and such other documents as may be required to
be executed under the Common Seal of the Company in favour of the Bank to
secure the aforesaid facility in the presence of Shfi SPM and Shri PQR, who are
authorised to execute the same on behalf of the Company.
RESOLVED FURTHER that Shri
SPM, Director of the Company be and is hereby authorised to sign letters of
undertaking(s) and declaration(s) and such other papers which the company may
be required to sign in connection with the availing of the aforesaid facility.
RESOLVED FURTHER that Shri
SPM, Director of the Company be and is hereby authorised to take such action
for registration of the aforesaid documents with the Registrar or Sub-Registrar
of Assurances under the Registration Act/and or for filing particulars of
charges with the Registrar of Companies under the Companies Act, 1956 and also
do all such deeds and things as may be considered by the Bank for completing
the transactions referred to above.
RESOLVED FURTHER that
pending finalisation and execution of the aforesaid documents, Company do
borrow a Bridging Loan of Rs. 10.00 lakhs against the term loan of Rs. 30 lakhs
sanctioned to it by the Bank for meeting its urgent requirement of funds.
RESOLVED FURTHER that Shri
SPM, Director of the Company, be and is hereby authorised to finalise
arrangements in this regard and to sign and execute all documents and papers to
complete other formalities for and on behalf of the Company that may be
necessary for the purpose.
RESOLVED FURTHER:
(i)That the Company do
approach the Oriental Bank of Commerce Limited, for a Cash Credit limit up to
Rs. 40.00 lakhs for financing the working capital requirements of the Company.
(ii)That the terms and
conditions on which bank will finance the working capital requirements of the
Company be negotiated and settled by Shri SPM, Director of the Company. The
arrangements made by him in this regard will be deemed to have been approved by
the Board.
(iii)That the security
documents to be executed by the Company for availing the working capital
finance from Oriental Bank of Commerce Limited be accepted by Shri SPM,
Director, who be and is hereby authorised to do so.
(iv)That the Common Seal of
the Company be affixed on the above security documents in the presence of Shri
SPM and Shri PQR, Directors of the Company.
(v)That the particulars of
charge created by the Company to avail the cash credit limit be registered with
the Registrar of Companies, U.P., Kanpur and Shri SPM, Director, be and is
hereby authorised to do the needful in this regard."
"RESOLVED FURTHER that
the Company do open a Current Banking Account in the name of the Company with
the Oriental Bank of Commerce Limited, New Delhi.
RESOLVED FURTHER that Shri
SPM and Shri PQR, Directors of the Company, be and are hereby jointly
authorised to operate the Company's Current Account with the Oriental Bank of
Commerce Limited, New Delhi.
RESOLVED FURTHER that the
aforesaid Bank be and is hereby authorised to honour all cheques, drafts, bills
of exchange, promissory notes and other negotiable instruments signed, drawn,
accepted or made on behalf of the Company by the aforesaid Officers and to act
on any instructions so given relating to the said Banking Account of the
Company whether the same be overdrawn or not or relating to any transactions of
the Company."
Board was informed by the
Managing Director that to avail of the concessional rate of excise duty of 20%
on water refrigerating unit required for processing it was necessary to
authorise someone to sign the excise application and authenticate other
documents on behalf of the Company. The matter was considered and the following
resolution was passed in this connection:
"RESOLVED that Shri
SPM, Director of the Company be and is hereby authorised to sign the
Application Form and all other Excise documents which require authentication on
behalf of the Company and do all or any or acts, deeds, matters and things as
may be considered expedient and necessary in this connection."
The Draft of the Directors'
Report placed on the table was considered and approved. In this connection the
following resolution was passed:
"RESOLVED that the
Directors' report on Accounts for the period ended 31st March, 2003 circulated
to Directors be and is hereby approved and the same be sent to the Members
along with the Accounts."
Item No. 9: Calling of Annual General Meeting of the Company (Adjourned)
The Chairman informed the
Board that the Accounts of the Company had been audited by the Auditors. After
the audit of the Accounts was over, a date was to be fixed for holding the
(adjourned) Annual General Meeting of the Members of the Company for adoption
of Accounts. It was proposed that Shri SPM, Director of the Company be
authorised to convene the Annual General Meeting (adjourned) and fix the date,
time and venue for the Meeting. In this connection, the following resolutions
were passed:
"RESOLVED that Shri
SPM, Director of the Company be and is hereby authorised to convene an Annual
General Meeting (Adjourned) of the Members of the Company for consideration and
adoption of Accounts on a date, and venue to be fixed by him.
RESOLVED FURTHER that Shri
SPM, Director of the Company is also authorised to seek the consent of the
Members of the Company for holding the Meeting at a shorter notice."
Item No. 10: Next Board Meeting
It was resolved that the next meeting of the Board will be held at New Delhi on ___day__at___A.M. and that the sec
retary be directed to give notice of such meeting to
all the Directors of the company.
Vote of Thanks
As there was no other
business to be transacted the meeting terminated with a Vote of Thanks to the
Chair.
Date: ......................... CHAIRMAN __________
AGENDA
Agenda for the Share Transfer Committee Meeting of
the Board of Directors of ABC Limited held on ___at___hours at the
registered office of the Company
Item Contents
No.
1 . Election of Chairman
2. Leave of absence
3. Change of registered office within a State
4. Appointment of a secretary in whole-time
practice
5. Consideration of Share Transfer
6. Next Committee Meeting
Minutes of the Share Transfer Committee Meeting of
the Board of Directors of ABC Limited held on ___at___ hours __at____ the
registered office of the Company.
1. __________Director
2. __________Director
In Attendance Secretary
Shri _____one of the Committee members present was
elected to be the Chairman of the Committee meeting.
Leave of absence was granted to Shri ____one of the
Committee member, who had written a letter to the Board informing his
indisposition to at tend the Committee meeting.
Company is desirous of
changing the place of its registered office from ___to___ within the State of
Maharashtra but amounting to change of
the place of the company's registered office from the jurisdiction of Registrar
of Companies, Mumbai, to the jurisdiction of the Registrar of Companies, Pune
and under the new section 17A of the Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000 such change
has to be confirmed by the Regional. Director, Western Region after passing of
the special resolution for change of place of registered office. The matter was
discussed by the Board Members at length and thereafter the following
resolutions were passed :
RESOLVED that subject to the
passing of the Special Resolution and also subject to the confirmation of the
Regional Director, Western Region the registered office of the company be and is
hereby changed from ___to __within the State of Maharashtra.
RESOLVED FURTHER that an Extraordinary General Meeting be called on ___2003 at __and at ___a.m./p.m. for
passing a Special
Resolution, a draft of which is placed before the meeting and initialled by the
Chairman of the meeting for the purpose of identification and approved by the
meeting.
RESOLVED FURTHER that
pursuant to section 17A of the Companies Act, 1956 read with Rule 4BBA of the
Companies (Central Government's) General Rules and Forms, 1956, an application
be made to the Regional Director, Western Region, Mumbai for confirmation of
the aforesaid change of registered office of the company in Form 1-AD along
with the necessary enclosures mentioned therein.
RESOLVED FURTHER that the
Secretary of the company be authorised to sign the said application and to do
all such acts and deeds in connection therewith and incidental and ancillary
thereto.
The Directors were informed
by the Managing Director that since the company's paid-up share capital
is more than Rs. 10 lakhs but less than Rs. 2 crores, the company is required
to appoint a secretary in whole-time practice to give a compliance
certificate in the form prescribed by the Companies (Compliance Certificate)
Rules, 2001 to be filed with the Registrar of Companies in respect of each
financial year within 30 days from the date of holding of each Annual General
Meeting of the company as per the proviso inserted to sub-section (1) to
section 383-A by the Companies (Amendment) Act, 2000. After some
discussion the Board decided to pass the following resolution :
RESOLVED that Mr. SKY a
secretary in whole-time practice be and is hereby appointed at a fee of
Rs . ___to issue a compliance certificate after going through all the
registers, books, papers, documents and records of the company whether kept in
pursuance of the Companies Act, 1956 or any other Act or otherwise and whether
kept at the registered office of the company or elsewhere and shall also be
entitled to require from the officers or agents of the company, such
information and explanation as the said secretary may think necessary for the
purpose of such certificate.
Item No. 5: Consideration of Share Transfers
Share transfers numbering ___to ___both inclusive which were received during the period from the last Share Transfer Committee Meeting held on ___till____ being yesterday were placed before the meeting and the Secretary informed the Committee that they were in order in all respects. After some discussion the Committee members approved the following Share transfers:
Share Transfer No. Quantity Distinctive No. Price Rs.
_____________ _____________ _____________ ______________
………………… ………………… …………………
…………………
………………… ………………… …………………
…………………
………………… ………………… …………………
…………………
and passed the following
resolution:
RESOLVED THAT the above share transfer numbers
.............to…….both inclusive the details of which are given above be and
are hereby approved.
RESOLVED FURTHER THAT Shri ____Secretary of the
Company be directed to send the share certificates of the shares transferred
as above to the respective transferees after making necessary endorsements on
the back of the said share certificates and also to make necessary entries in
the Register of Members of the Company.
The text Share Transfer Committee meeting will be
held on .....at ……hours at
As there was no other business to be transacted the
meeting terminated with a vote of thanks to the Chair.
Date: ..............
CHAIRMAN
……………
Agenda for the Audit Committee Meeting of the Board
of Directors of ABC Limited held on ___at___ hours at___ the
registered office of the Company
Item Contents
No.
1 . Election of Chairman
2. Leave of absence
3. Discussion with auditors about internal control
system
4. Review of half yearly statement
5. Quarterly report of the Internal Auditor
6. Next Audit Committee Meeting
Minutes of the Audit Committee Meeting of the Board
of Directors of ABC Limited held on ___at___hours___at
the registered office of the Company.
1.
_________ Director
2.
_________ Director
3.
_________ Secretary
4.
_________ Finance Director
5.
_________ Auditor
6.
_________ Internal Auditor
Shri
___one of the Committee members present was elected to be the Chairman of the
Committee meeting.
Leave
of absence was granted to Shri ___one of the Committee member, who had written
a letter to the Board of Directors of the Company in forming his indisposition
to attend the Committee meeting.
At the last Committee meeting held on 2003 it was decided to re structure and
revise certain internal control system of the Company to have better control of
the internal transactions of the Company. The Auditor, Shri ...........gave a
statement which was tabled at the meeting and initialed by the Chairman for the
purposed of identification with regard to the steps taken and results thereof.
The members of the Committee appreciated the progress made in the right
direction and the Auditor was instructed to make further progress in this
matter and report to the Committee at its next meeting. He was also directed to
make his observations about the effectiveness of the steps taken as to
whether they were adequate enough or
required further control. The Auditor stated that the steps taken were for the
time being adequate enough and whenever the need would arise, he would apprise the
Committee members of the necessity of im
posing further restrictions.
The half yearly statement
for the six months ending on 30th September, 2003 was placed before the meeting
and was perused by the Committee members. The Finance Director submitted that
the half yearly statement was progressive and shown a slight better than the
six months preceding that is from 30th September, 2001 to 31 March, 2003 and
had shown 2% increase in sales. The half yearly statement for this current
financial year if compared to the last year's half yearly statement would show
a good improvement than the last year's performance of the Company. The
Committee members after some discussion approved the said half yearly statement
to be placed before the next Board of Directors meeting of the Company as
satisfactory.
The secretary placed the
quarterly report of the Internal Auditor of the Company on the outcome of
preventive measures taken for internal control and the Committee members after
some discussion asked the Internal Auditor to carry on with the measures
adopted for reduction of cost control and wastage of the resources of the
Company.
Item No. 6: Next Audit Committee Meeting
The Chairman announced that the next Audit Committee meeting to be held on ___2003 at the registered office of the Company at 3.30.P.M and concluded the meeting.
As there was no other business to be transacted the.
meeting terminated with a vote of thanks to the Chair.
Date:... CHAIRMAN………………..
AGENDA
Agenda for the Remuneration Committee Meeting of the
Board of Directors of ABC Limited held on ___at ___hours at the registered
office of the Company
Item Contents
No.
1 . Election of Chairman
2. Remuneration packages of the executive
directors.
3. Approval of the Central Government for the
foreign director
4. Next Remuneration Committee Meeting
MINUTES
Minutes of the Remuneration Committee Meeting of the
Board of Directors of ABC Limited held on ___at___ hours at
the registered office of the Company.
1.
_________ Director
2.
_________ Director
3.
_________ Director
4.
_________ Secretary
Shri _____one of the Committee members present was
elected to be the Chairman of the Committee meeting.
The Chairman stated that the remuneration of Shri ____Managing Director of the Company should not be more than Rs.1 , 00,000/- per month and Rs.12,00,000/- per annum on the basis of the calculation made as per Section II Part II of Schedule XIII of the Companies Act 956, since the effective capital of the Company is Rs.2 Crores. He also stated that according to one of the conditions of the proviso (i) of paragraph (A) of said Section II Part II of Schedule XIII payment of remuneration should be approved by a resolution passed by the Remuneration Committee of the Board of Directors of the Company. The Chairman further stated that the Company has not made any default in repayment of any of its debts(including public deposits) or debentures or interest payable thereon for a continuous period of thirty days in the preceding financial year before the date of appointment of Shri ____The Chairman then proposed the following resolution :
"RESOLVED that pursuant to section 269 read
with Section II Part II of Schedule XIII of the Companies Act, 1956, Shri Managing
Director of the Committee be and is hereby paid a remuneration of Rs.1,00,000/-
per month for a period of five years starting from 2nd September,2003 to 1st
September 2007 plus the usual benefits as per the rules of the Company."
Shri ___ member of the Committee seconded the
resolution and there after the said resolution was passed unanimously by all
the directors present at the Committee meeting.
The Chairman stated that
Shri ____ one of the foreign directors of theCompany who was appointed at the
Committee meeting held on ___2003____subject to the approval of the Central
Government as he was not a resident of India and did not satisfy paragraph (e)
of Part I of Schedule XIII of the Companies Act,1956 had received the approval
of the Central Government. He then directed the Secretary to place the
original letter of approval of the Central Government and the said letter was
placed before the meeting and perused by all the
Committee members.
With the consensus of all
the members of the Committee the next Remuneration Committee meeting was
decided to be held on 2003 at the registered
office of the Company at 4.30 P.M.Vote of Thanks
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Date: .................................
CHAIRMAN ___________
Agenda for the Meeting
of the Board of Directors of ABC Limited held on ___at___ hours at the
registered office of the Company
Item Contents
No.
1 . Leave of absence
2. Confirmation of the Minutes
3. Issue of bonus debentures
4. Appointment of small shareholders
director
5. Appointment of Audit Committee
6. Approving the fixed deposit advertisement
7. Next Board Meeting
Minutes of the Meeting
of the Board of Directors of ABC Limited held on ___at____ hours at the
registered office of the Company
1.
_________ Director
2. _________ Director
3.
_________ Director
4.
_________ Secretary
With the permission of the
Board leave of absence was granted to the Shri___ a director of the Company.
Minutes of the Meeting
of the Board of Directors held at Mumbai on ___-2003 were considered and
confirmed and the Chairman there after signed the said Minutes.
The Chairman informed the
Board that the Company has accumulated enough General Reserve and he thought
that out of the said reserve some should be distributed to the shareholders of
the Company as a token of appreciation towards their participation as owners of
the Company. He further reiterated that it would be proper if debentures are
issued to the shareholders of the Company as bonus. For such issue of bonus
debentures approval of the shareholders had to be obtained by passing a special
resolution at a general meeting. The Board members then discussed among
themselves the pros and cons of the matter and after prolonged deliberations it
was decided to pass the following resolution :
"RESOLVED that subject
to the approval of the shareholders of the company obtained by convening a
general meeting 10.00,000 nonconvertible debentures of Rs. 10/- each be
and are hereby issued as bonus to the shareholders of the Company whose names
appear on the
RESOLVED FURTHER that an
Extraordinary General Meeting beheld on ___2003 to pass the aforesaid Special
Resolution and the Secretary be directed to prepare the Agenda, Notice and
relative Explanatory Statement of the said general meeting and have them approved
by the Board at the next meeting.
The Chairman stated that the
Company's paid-up capital has crossed Rs.5 Crores and it had 1010 small
shareholders holding shares of nominal value of Rs.20,000/- and less than
that and according to section 252 (1) proviso the Company should have a
director elected by small shareholders in the manner prescribed by the
Companies(Appointment of the Small Shareholders' Director Rules,2001.The matter
was discussed at length by the Board members and thereafter it was decided to
pass the following resolution :
"RESOLVED that pursuant
to section 252(l) proviso of the Companies Act,1956, read with the Companies
(Appointment of the Small Shareholders' Director) Rules,2001,a small
shareholders director be and is hereby elected at the ensuing Annual General
Meeting of the Company.
RESOLVED FURTHER that the
Secretary be directed to do the needful for implementing the aforesaid resolution
in accordance with the aforesaid Rules."
The Chairman apprised the
members of the Board that pursuant to section 292A an Audit Committee of the
Board was required to be constituted consisting of not less than three
directors and such number of other directors as the Board might determine of
which two-thirds of the total number of directors was required to be
directors other than the managing or whole-time director of the Company.
After some discussion the following resolution was passed unanimously:
" RESOLVED that an
Audit Committee of the Board be and is hereby constituted of Shri ____the
Managing Director and Shri____ and Shri ___ the Directors of the Company who
shall act in accordance with the terms of reference specified in writing the draft of which is placed
before this meeting and initialed by the Chairman for purpose of identification
and approved by all the Board members.
RESOLVED FURTHER that the
Secretary of the Company be and is hereby instructed to Ensure that a meeting
of the said Audit Committee is held thrice a year, one before the finalisation
of annual accounts of the company and one every six months."
The Chairman directed the
Secretary to place before the meeting a draft of advertisement proposed to be
issued for inviting deposits from the public. The Secretary then tabled the
said draft for perusal and approval of the Board members. The draft of the said
advertisement was unanimously approved to be published in two newspapers one in
English newspaper in English language and one in Regional newspaper in Regional
language by passing the following resolution :
"RESOLVED that the
draft of the advertisement as placed before the meeting and initialed by the
Chairman for purpose of indentification for inviting deposits from the public
be and is hereby approved to be published in two newspapers circulating within
the place of registered office of the Company.
RESOLVED FURTHER that the
Secretary be and is authorised to take every step to implement the aforesaid
resolution and do every thing that is necessary in connection therewith and
incidental and ancillary thereto."
The Chairman informed the
Board members about the date and venue of the next Board Meeting and with the
concurrence of all the Board members present at the meeting the next date of
Board Meeting decided to be held on ___2003 at ____at 11.30.A.M.
As there was no other business
to be transacted the meeting terminated with a vote of thanks to the Chair.
Date: .................................
CHAIRMAN …………………..
Agenda for the Meeting
of the Board of Directors of ABC Limited held on ___at____ hours at the
registered office of the Company
Item Contents
No.
1 . Leave of absence
2. Confirmation of the Minutes
3. Increase of authorised
share capital
4. Passing of resolution by
postal ballot
5. Issue of bonus preference
shares
6. Appointment of Remuneration
Committee
7. Contribution to National
Defence Fund
8. Next Board Meeting
Minutes of the Meeting
of the Board of Directors of ABC Limited held on ___at ___hours at the
registered office of the Company
1.
_________ Director
2.
_________ Director
3.
_________ Director
4 .
_________Secretary
With the permission of the
Board leave of absence was granted to the Shri___ a director of the Company.
The minutes of the meeting
of the Board of Directors of the Company held on ___2003 draft of which were
circulated earlier to all the Board members were placed before the meeting for
confirmation and after an amendment was carried out at Item No.5 therein for
the number '26' to number '28'the said minutes were confirmed and signed and
dated by the
Chairman of the meeting.
The Chairman informed that
the Company intended to issue further shares as bonus to the shareholders of
the Company and that the existing authorised share capital was required to be
increased from Rs.2 Crores to Rs.3 Crores to accomodate the issue of further
shares and therefor it was needed to increase the authorised share capital of the
Company by creation of one lakh preference shares of Rs. 100/- each. The
Chairman then proposed the following resolution :
"RESOLVED that pursuant
to section 94(l)(a) of the Companies Act,1956,and subject to the consent of the
shareholders of the Company by passing a special resolution at a general
meeting the authorised share capital of the Company be and is hereby increased
from Rs.2 Crores to Rs.3 Crores by creation of 100,000 preference shares of Rs.
100/- each.
RESOLVED FURTHER that such
consequential changes as may necessary be made in the Memorandum and Articles
of Association of the Company subject to the approval of the Company."
Shri ____seconded the proposal and thereafter after
some discussion the resolution was put to vote and was passed unanimously.
The Chairman stated that the
Company being a listed company was required to pass certain specific resolution
as given under Rule 4 of the Companies (Passing of the Resolutions by Postal
Ballot) Rules, 2001 only through postal ballot in a general meeting of the
Company. The Chairman 'further stated that in future at the any general meeting
the resolutions required to be passed through postal ballot would be passed
through postal ballot strictly in accordance with the aforesaid Rules. It was
for the information of all the Board members. The Chairman then directed the
Secretary of the Company to place a list containing the items which required
passing of resolution through postal ballot. All the Board members perused the
said list and after some discussion it was noted by all the directors present
at the meeting.
Item No. 5: Issue of bonus preference shares
The Chairman informed the
Board members that the Company has huge reserves which could be utilised
fruitfully for the benefit of the Company and its shareholders by issue of
bonus preference shares to them. The preference shares proposed to be issued
would be of the denomination of Rs. 10/- and would carry a fixed dividend
of 9% and would be converted into equity shares after 5 years. Such issue would
require consent of the shareholders of the Company and for that a general
meeting would have to be convened. The ratio of issue of such bonus preference
shares would be 1: 1 being one bonus preference shares issued for one equity
shares held by the shareholders. The Chairman then proposed the following
resolution :
"RESOLVED that pursuant to Article ___of the Articles of As sociation of the Company and subject to the consent of the shareholders of the Company in general meeting and in accordance with the guidelines of the Securities and Exchange Board of India, the Board do hereby recommend that a sum of Rs ___be capitalised out of the general reserve and set free for distribution among the equity shareholders by issue of ____9% Convertible Preference Shares of Rs.10/-each credited as fully paid to the equity shareholders of the Company in proportion of one preference share for every one equity share held by them on the record date to be decided by the Board .
RESOLVED FURTHER that for
the purpose of giving effect to this resolution, an extraordinary general
meeting of members of the company be converied to consider the proposed
capitalisation of profits and issue of bonus preference shares and the Secretary
of the Company be and is hereby authorised to issue notice of the said meeting
to the shareholders of the Company as per draft thereof submitted to this
meeting and initialled by the Chairman for the purpose of identification."
Shri ____a director seconded the resolution and
after some discussion the resolution was passed unanimously.
The Chairman apprised the
Board members of the requirement of constituting a Remuneration Committee of
the Board to determine on behalf of the Board of Directors and also on behalf
of the shareholders with agreed terms of reference, the Company's policy on
specific remuneration packages for executive directors including pension rights
and any compensation payment. The Chairman further informed the Board members
that under Schedule XIII Part II Section II also the remuneration payable by
companies having no profits or inadequate profits must be approved by a
resolution passed by the Remuneration Committee. After some discussion the
following resolution constituting a Remuneration Committee was passed
unanimously:
"RESOLVED that a
Remuneration Committee of the Board of Directors of the Company be and is
hereby constituted with Shri____ Shri____ and Shri ___ all directors of the
Company as members of the said Committee.
RESOLVED FURTHER that said
Committee be and is hereby authorised to act in accordance with the
instructions and directions of the Board given from time to time ."
The Chairman stated that in
national interest some amount from the company's coffers should be contributed
to the National Defence Fund or to any other fund approved by the Central
Government. The Chairman then stated to the Board members that Rs. 10 lakhs
could be contributed to the National Defence Fund or to any other fund approved
by the Central Government out of accumulated profits of the Company. After some
discussion the following resolution was passed unanimously:
"RESOLVED that a sum of
Rs.10 lakhs be and is hereby contributed to the National Defence Fund or to any
other fund approved by the Central Government out of accumulated profits of the
Company in national interest.
RESOLVED FURTHER that the
Secretary of the Company be and is hereby authorised to take every step that
may be necessary for implementing the aforesaid resolution and also to do
everything in connection therewith or incidental or ancillary thereto."
With the consensus of all
the Board members the next Board Meeting was decided to be held on 2003 at the registered office of the Company
at 4.30 P.M.
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Date: .................................
CHAIRMAN ……………………..
Agenda for the Meeting
of the Board of Directors of ABC Limited held on ___at___ hours at the
registered office of the Company
Item Contents
No.
1 . Confirmation of the Minutes
2. Issue of shares with
differential rights
3. Appointment of secretary in whole time practice
4. Payment of remuneration of whole-time
director not exceeding Rs.20 lakhs per month.
5. Increase of paid-up share capital
6. Next Board Meeting
Minutes of the Meeting
of the Board of Directors of ABC Limited held on ___at ___hours at the
registered office of the Company
1 Director
2 Director
3 Director
4 Secretary
The minutes of the meeting
of the Board of Directors of the Company held on ___2003 draft of which were
circulated earlier to all the Board members were considered and confirmed and
then the said minutes were signed and dated by the Chairman of the meeting.
Item No. 2: Issue of shares with differential rights
The Chairman informed all
the directors present in the meeting that the Central Government had issued
Companies(Issue of Share Capital with Differential Voting Rights) Rules,2001
with effect from 9th March,2001 pursuant to section 86(a)(ii) of the Companies
Act, 1956. Subsequent to the framing of the said Rules it was necessary as well
as imperative that the Company issued some shares to the member Financial
Institutions of the Company with differential rights as to dividend, voting or
otherwise in accordance with the said Rules. The Board members then discussed
the matter for some time and thereafter it was :
"RESOLVED that pursuant to section 86(a)(ii) read with section 81(1A) of the Companies Act,1956 and subject to the approval of the shareholders of the Company by passing a special resolution at a general meeting 10,000 equity shares of the nominal value of Rs. 10/each carrying differential voting rights be and are hereby issued to ICICI and IDBI in accordance with the Companies(Issue of Share Capital with Differential Voting Rights) Rules,2001.
RESOLVED FURTHER that the
Secretary of the Company be and is hereby authorised to do every act and deed
that may be necessary in connection therewith and incidental or ancillary
thereto."
The Chairman stated that the
Company's paid up capital had crossed Rs.10 lakhs and pursuant to section 383-A(l)
proviso a secretary in whole-time practice was required to be appointed
for obtaining a compliance certificate to be filed with the Registrar of
Companies in the form prescribed by the Companies (Compliance Certificate)
Rules,2001. The matter was openly discussed by the Board members and after some
discussion it was:
RESOLVED that pursuant to
section 383-A(l) proviso a secretary in whole time practice be and is
hereby appointed to give Compliance Certificate for the Company to be filed
with the Registrar of Companies in the form prescribed by the Companies
(Compliance Certificate) Rules,2001 at a fee of Rs ...................
Item No. 4: Payment of
remuneration to whole-time director not exceeding Rs.20 lakhs per month
The Chairman was of the
opinion that the Company being situated in Special Economic Zone as notified by
the Department of Commerce from time to time it was desirable that the whole-time
director of the Company was paid remuneration as allowed by clause (D) of
paragraph I of Section II of Part II of Schedule XIII of the Companies Act,
1956 of a sum not exceeding Rs.2 crores 40 lakhs per annum or Rs.20 lakhs per
month. The Chairman further reiterated that the Company did not raise any money
by public issue of shares or debentures in India and also not made any default
in India in repayment of any of its debts (including public deposits) or
debentures or interest thereon for a continuous period of thirty days in this
financial year as required by said clause. After some diasussion of the
proposal it was:
"RESOLVED that pursuant
to section 269 read with clause (D) of paragraph I of Section II of Part II of
Schedule XIII of the Companies Act, 1956,and subject to the approval of the
shareholder by passing an ordinary resolution at a general meeting Shri ___ the
whole-time director of the Company be and is hereby paid a remuneration
of Rs.20 lakhs per month.
RESOLVED FURTHER that an
extraordinary general meeting be convened for the purpose as soon as possible
and the Secretary of the Company be instructed to prepare the agenda, notice
and the explanatory statement of the said meeting and also decide the venue and
time of the said meeting in consultation with Managing Director of the
Company."
The Chairman stated that the
paid -up share capital was to be increased from Rs. 10 lakhs to Rs. 15
lakhs by issue of 50,000 equity shares of Rs. 10/- each at par to the M/s
being the promoter of the Company. The
Board members agreed to the proposition and then it was:
"RESOLVED that subject
to the consent of the members of the Company being obtained by convening a
general meeting pursuant to section 81(1A) of the Companies Act,1956, 50,000
equity shares of Rs. 10/- each at par be and are issued to M/s
..............
RESOLVED FURTHER that the
Secretary of the Company be and is hereby authorised to do the needful for
implementing the aforesaid resolution in consultation with the Managing
Director of the Company."
Item No. 6: Next Board Meeting
The Chairman informed the Board members about the date and venue of the next Board Meeting and with the concurrence of all the Board members present at the meeting the next date of Board Meeting decided to be held on ___2003 at ___at 11.30.A.M.
As there was no other
business to be transacted the meeting terminated with a vote of thanks to the
Chair.
Date: ...........................
CHAIRMAN