Chp10_m1 Minutes Format

Annex SPECIMEN MINUTES M. 1. MINUTES OF THE BOARD MEETING

Minutes of the first Meeting of the Board of Directors held at day, the 20... at [P.M.]

on

Ltd. PRESENT

IN ATTENDANCE

1. Chairman Meeting

of

the Mr. was unanimously elected Chairman of the meeting.

2. Certificate incorporation

of The Certificate of incorporation dated and a copy of the Memorandum and Articles of Association was placed before the meeting. 3. Appointment of the Resolved that Mr. be and is hereby Chairman of the appointed Chairman of the Board of Directors of Board the Company.

4. Appointment Secretary

Mr. , being interested in this item of Agenda, neither participated in the discussion nor voted. of Resolved that Mr. who is a company secretary within the meaning of the Company Secretaries Act, 1980, being a fellow member of the Institute of Company Secretaries of India, be and is hereby appointed Secretary of the Company at a remuneration of Rs. per month to perform all such duties as may be performed by a Secretary under the Companies Act, 1956, or any other ministerial or administrative duties that may be assigned by the Board of Directors from time to time. Resolved Further that Mr. Director be and is hereby authorised to file Form No. 32 in this regard within the prescribed period of 30 days.

5. Appointment Auditors

of The Chairman placed before the meeting a letter dated 20 received by the Company from Messrs , Chartered Accountants, attaching therewith a certificate to the effect that in case of their appointment as Auditors of the Company for the year ending 20 , if made, shall be in accordance with the prescribed conditions and the same would be in accordance with the limits specified in section 224(1B) of the Companies Act, 1956. The Board noted the same and it was then, RESOLVED that Messrs Chartered Accountants, be and are hereby appointed as the first Auditors of the Company to hold office until the conclusion of the first Annual General Meeting of the Company at a remuneration of Rs. 6. Adoption of Common The common seal of the Company was produced Seal to the meeting and it was resolved that the seal which has been submitted to and approved by this meeting and an impression of which has been affixed in the margin of these minutes be and the same is hereby adopted as the common seal of the Company and that the two keys of the box in which seal is contained be placed as to one in the custody of the Secretary and as to another in the custody of the Chairman. 7. Situation of The Board noted that the registered office of the Registered Office of company is situated at 20, Institutional Area, the Company Lodi Road, New Delhi - 110003 and that notice of situation of the registered office had already been filed in Form No. 18 with the Registrar of Companies at the time of registration of the company itself. The Board also noted the compliance of section 147 about the publication of the name and address of its registered office in all its business letters, official publications, etc.

8. Bank Account

9. Subscribers to Memorandum to be recorded as Members of the Company and share certificates to be issued

Resolved that banking account for the Company be opened with the Bank at their (state the branch), and that the said bank be and is hereby authorised to honour all cheques, bills of exchange, promissory notes and other orders for payment drawn, accepted, made or signed on behalf of the Company by any two Directors and countersigned by the Secretary and to act upon any instruction so given relating to the account whether the same is overdrawn or not, or relating to the transactions of the Company; and that the Secretary be instructed to deliver to the said bank a copy of the resolution signed by the Chairman, specimen signatures of the Directors and Secretary and a copy of the Memorandum and Articles of Association of the Company. It was reported that the Company has received from the Subscribers to the Memorandum of Association payment in full in respect of equity shares taken by them. It was then resolved that the names of the signatories to the memorandum of association be placed on the Register of Members for the equity shares which they have agreed to take as per details below : Name of subscriber

No. & distinctive No. of shares

“Resolved that share certificates, after they are printed, be issued to the subscribers of the Memorandum of Association under the signatures of Mr. A and Mr. B Directors and the Common Seal of the Company be affixed in the presence of Mr. E, Company Secretary. The Chairman placed on the table a specimen of the Share Certificate Form which was approved by the Directors present. Mr. E, the Company Secretary was authorised to get 10,000 share certificates printed for the equity shares of the company.

10. Approval of Resolved that the preliminary expenses statement of amounting to Rs. incurred by the promoters preliminary expenses in connection with incorporation of the Company incurred by as per the statement submitted to this meeting promoters be and are hereby approved.

11. Disclosure of interest General disclosures of interest made by the directors were read. 12. Books and Registers

The Secretary was authorised to purchase books, registers and stationery necessary for the Company’s business.

13. Management of company

The Board noted that the Articles of Association provide that the company’s affairs shall be vested in the Board of Directors and the Board was authorised to appoint managerial personnel including a Managing Director, from time-totime, and after deliberation, the following resolution was passed unanimously:-

14. Vote of thanks

“Resolved that pursuant to the provisions of sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 and Schedule XIII thereof and subject to the approval of the company in general meeting, approval of the Board be and is hereby accorded to the appointment of Shri , who is already a Director on the Board as Managing Director of the Companym, for a period of three years with effect from Shri ‘X’ being interested in this item of agenda, did neither participate in the discussion nor voted. The Board decided that general meeting of the company at be held at the registered office of the company at on Monday, the 3rd November, 2005 at 11.00 A.M. Approval of the shareholders by a resolution be obtained to the appointment of Mr. as Managing Director of the company, at the general meeting as required under Schedule XIII of the Companies Act, 1956 and Mr. secretary be and is hereby authorized to take further action is this regard including filing of Form No. 32 with the Registrar of companies. There being no other business the meeting terminated with a vote of thanks to the Chair.