SPECIALLY FOR FIRST BOARD MEETING OF PRIVATE COMPANIES As per New Company Law, gap between two board meetings can’t exceed 120 Days. I...
SPECIALLY FOR FIRST BOARD MEETING OF PRIVATE COMPANIES
As per New Company Law, gap between two board meetings can’t exceed 120 Days. If last board meeting of company was held on 31st March 2014 then next board meeting can be held upto 28th July, 2014 (April 30 days + May 31 Days + June 30 days +July 29 days = 120 Days).
As all of us aware that there are some Resolutions {Mention under Section 179(3)} which company required to file with ROC in form MGT-14 within 30 days of passing of resolution. {In my earlier Article mentioned list of Resolution which we require to file with ROC).
If you required that list mail me on csdiveshgoyal@gmail.com
Companies, who still not held First Board Meeting, require holding meeting in coming month. So in this article am trying to help you by providing the following:
1. Draft Detailed Agenda for Private Companies under Companies Act- 2013, by covering maximum resolution (which will help Companies to *save cost of Filling of e-form MGT-14 on different-2 time in future).
2. Draft Minutes for According to given Agenda.
3. Draft CTC of Resolutions.
4. Draft Notice Calling Meeting.
5. Draft Attendance Sheet of meeting.
6. Draft MBP-1 (Disclosure of Interest of Director).
7. Consent of Director who is in default.
Now the question is! How This Agenda will help to save the Cost:
1. Company has to file More than 50 resolutions with ROC in e-form MGT-14 (As per my earlier article).
2. If company pass resolutions mention in Section 179(3) in different Board Meetings then company has to file separate MGT-14, this will incurred cost every time on filling of e-form. Example:
·
Adoption
of Disclosure U/s 184(1).
·
Borrow
Money.
·
Invest
Funds.
·
Grant
Loans.
·
Approval
of Annual Accounts & Director Report
1. DRAFT DETAILED AGENDA:
ON LETTER HEAD OF COMPANY WITH CIN
AND TELEPHONE NO.
AGENDA FOR THE MEETING OF BOARD OF DIRECTORS OF NAME OF COMPANY
PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT TIME OF MEETING
A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
|
1
|
To Elect
the Chairman of the Meeting.
|
|
2
|
To grant
leave of absence, if any, to the Directors of the Company.
|
|
3
|
To
consider and approve minutes of the previous Board Meeting.
|
|
4
|
To take
on record the declarations from directors u/s 274(1)(g) of the Companies Act,
1956.
(This
Declaration given by Directors at the end of March- 2014, so company should
take-note same in Board Meeting).
|
|
5
|
To
authorize an officer of the Company to sign the contracts or any other
document or proceedings requiring authentication by a Company as per Section
21 of Companies Act 2013.
{As per
Section-21 (Documents, proceeding and contracts made by or on behalf of
company or requiring authentication by a company), May be signed by KMP or
Officer of Company duly authorized by Board in this behalf.}
|
|
6
|
To take
note of the printing of new stationery and painting of new name plates as per
the requirement of Section 12(3) of Companies Act, 2013.
(As per Section-12 (3) (a) there is need to
print Name, Address of its registered office and the Corporate Identity
Number along with Telephone Number,
Fax
number and e-mail and website address, if any)
|
|
7
|
To take
note of the duties of Directors u/s 166 read with relevant rules of Companies
Act, 2013. (Under Companies Act-2013 there are specifically mentioned duties
of directors, all directors must aware from them)
|
|
8
|
 To take
note of general disclosure of interest of Directors under section 184(1) in
Form MBP-1.
(As per
Section-184(1) all the directors are require to disclose their interest
(Including Share Holding Interest), even if directors are not interested Nil
disclosure are require to give by them).
|
|
9
|
To
authorize Mr. -------------------------- to keep safe custody of Form MBP -1.
(As per
Section 184(1) read with rule 9 sub rule 3 of Companies (Meetings of Board
and its Powers) Rules, 2014, these MBP- require to maintain in safe custody
of Company Secretary or Person Authorized by Board for the purpose. So there
is no Company Secretary in mostly private Companies so there is need to
authorize any person by board)
|
|
10
|
To
appoint an Officer in Default.
(By
passing of this Resolution, In Future if, any default happened than Penalty
will be applicable only on Director to whom you will authorize by this
resolution section 2(60) of CA-2013, But if we have Company Secretary (KMP)
then he will be office who is in default according to Section 2(60).
{Take
consent from KMP or Director, To whom authorizing as officer who is in
default under this resolution- consent attached)
|
|
11
|
To
authorize Mr. --------------------- to keep in custody the Statutory
Registers as per new Companies Act, 2013 at the registered office of the
company.
(Authorization
to update, maintain and convert/ compile the existing statutory registers
into new format as per section-88 read with rule 3 sub rule-1 of Companies
(Management and Administration) Rules, 2014).
Transition
period of 6 month is given for comply registers.
|
|
12
|
To
authorize Mr._______________ to e-file MGT-14 in respect of resolutions
passes u/s 179(3) read with Companies (Management and Administration rules),
2014
|
|
13
|
Authorization To File E-Forms With Ministry Of Corporate
Affairs.
|
|
14
|
To Borrow
Money upto Rs. ----------- lacs.
(As per
Section 179(3) there is require to file e-form MGT-14 for resolution passed
for Borrow Money, so it’s better to give power to board with in limit of
section 180 to borrow money in future). {Reason: it can be file in same
MGT-14- saving of Cost)
|
|
15
|
To invest
Surplus fund upto --------- Lacs.
(As per
Section 179(3) there is require to file e-form MGT-14 for resolution passed
for Investment Funds, so it’s better to give power to board for Invest
surplus fund of company in future). {Reason: it can be file in same MGT-14-
saving of Cost)
|
|
16
|
To Grant
Loans. (As per Section 179(3) there is require to file e-form MGT-14 for
resolution passed for Grant Loan, so it’s better to give power to board for
grant Loan in future). {Reason: it can be file in same MGT-14- saving of
Cost)
|
|
17
|
Designate
as KMP )( if Private Company fall under section 203 rule 8A of Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014 require
to have Company Secretary and as per section 2(51) Company Secretary fall
under KMP. So company require to Designate Company Secretary as KMP)
|
|
18
|
Increase
in Remuneration of director, if any.
|
|
19
|
To
Designate as promoter of Company.
|
|
20
|
To
discuss any other matter with permission of the Chair.
|
|
21
|
To Vote of Thanks
|
__________________
(NAME OF DIRECTOR)
Director
DIN:
-----------
Add:
----------------.
2. DRAFT MINUTES
ACCORDING TO DRAFT AGENDA
MINUTES OF THE MEETING OF BOARD OF DIRECTORS OF
NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT
TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
DIRECTORS
PRESENT:
MR.
NAME OF DIRECTOR DIRECTOR
MRS.
NAME OF DIRECTOR DIRECTOR
ITEM NO.1: ELECTION
OF THE CHAIRMAN.
Mr. Name of Director (DIN:
____________) was elected as the chairman of the
meeting and therefore he occupied the chair
ITEM NO.2: LEAVE OF
ABSENCE
All the
directors of the Company are present, No leave of absence was required.
ITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD
MEETING.
The minutes
of the previous Board Meeting the draft of which already circulated to all the
Directors are hereby approved and confirmed by the Chairman.
ITEM NO.4: TO TAKE ON RECORD THE
DECLARATIONS FROM DIRECTORS U/S 274(1) (g) OF THE COMPANIES ACT, 1956.-
The Chairman
placed before the board the declarations received from the Directors of the
Company u/s 274(1) (g) of the Companies Act, 1956 to the effect that they are
not disqualified to be appointed as directors of the Company. The Board
discussed the matter and unanimously passed the following resolution:-
“RESOLVED THAT the Company obtained the declarations
from Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) Directors of the Company to the effect that, as on 31st
March 2014, they were not disqualified to be appointed as directors pursuant to
sub-clause (g) of clause (1) of section
274 of the Companies Act, 1956.”
“RESOLVED FURTHER THAT, declaration
under section 274 Clause (1) to sub-clause
(g) of the Companies
Act, 1956 be and is hereby noted.”
ITEM NO. 05: TO
AUTHORIZE AN OFFICER OF THE COMPANY TO SIGN AS PER SECTION 21 OF COMPANIES ACT
2013.
The Chairman informed the Board that pursuant to provision of
Section-21 read with rule
35 of Companies (Incorporation) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) of the
Companies Act, 2013, there is need to authorize a director to sign contracts
made by or on behalf of the Company or any other document or proceeding
requiring authentication by the Company.
After Discussion the following resolution was
passed unanimously: -
“RESOLVED THAT pursuant to the provisions of section 21 and
rules thereof (including any statutory modification(s) or re-enactment thereof
for the time being in force) of the Companies Act, 2013 Mr. Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) Directors of the company be and are hereby
authorized to sign the contracts made by or on behalf of the Company or any
other document or proceeding requiring authentication by the Company."
ITEM
NO. 06: TO TAKE NOTE OF THE PRINTING OF NEW STATIONERY AND NAME PLATES AS PER
THE REQUIREMENT OF SECTION 12(3) COMPANIES ACT 2013:-
The Chairman informed the Board
that pursuant to provision of Section 12(3) of Companies Act, 2013 and rules
thereof, there was requirement to print new stationary and print new name
plate.
After Discussion the following resolution was
passed unanimously: -
“RESOLVED
THAT the
printed new Stationary and Name Plate made, as per requirement of Section 12(3)
of Companies Act, 2013 and rules thereof be and is hereby noted.”
ITEM
NO. 07: TO TAKE NOTE OF THE DUTIES OF DIRECTORS U/S 166 OF COMPANIES ACT 2013:-
The Chairman placed before the Board the
Duties required to be performed by Directors under Section 166 of Companies
Act, 2013 and rules made there under.
The said duties was discussed and taken on
record.
ITEM NO. 08: TO TAKE NOTE OF GENERAL
DISCLOSURE OF INTEREST OF DIRECTORS UNDER SECTION 184(1) IN FORM MBP-1:
The Chairman
informed that pursuant to provision of section 184(1) of the Companies Act
2013, Every Director is required to disclose his/her interest in other
companies in specified form MBP-1. In this respect, the Chairman placed before
the Board notices received from the directors of the Companies in form MBP-1
disclosing their interest in other companies.
After Discussion
the following resolution was passed unanimously:
“RESOLVED
THAT the general notices of interest pursuant to Section 184(1) of the
Companies Act, 2013 received from all the Directors disclosing concern or
interest be and are hereby received, placed and noted.
RESOLVED FURTHER
THAT Mr. Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) Director of the Company be and is hereby authorized to do all such
acts, deeds and things relating thereto including digitally sign and arrange to
filling e-form with Registrar of Companies NCT of Delhi & Haryana.
RESOLVED
FURTHER THAT, Mr. Name of Director (DIN: _________)
and Mrs. Name
of Director (DIN: ________), Director of
the Company be and is hereby authorized to keep in his custody all such notices
on behalf of the company.”
ITEM NO. 09: TO
AUTHORIZE MR. --------------- TO KEEP SAFE CUSTODY OF FORM MBP -1.
The Chairman informed the Board that
pursuant to provision of Section 184 (1) of Companies Act, 2013 read with rule
9 sub rule (3) of Companies (Meetings of Board and its Powers) Rules, 2014
there is need to authorize a person to keep in his/her safe custody the form
MBP-1.
After Discussion the following resolution was passed unanimously:-
“RESOLVED THAT pursuant to provision of Section 184 (1) read with rule 9 sub rule
(3) of Companies (Meetings of Board and its Powers) Rules, 2014 of Companies
Act, Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________), Director of the company be and is
hereby authorized to keep in her safe custody the notices of
disclosures/intimations of interest in Form MBP-1 given by the directors.”
ITEM NO. 10: TO SPECIFY A DIRECTOR AS
OFFICER WHO IS IN DEFAULT:-
The Chairman
informed the Board pursuant to Section 2(60) read with rules made there under
and other applicable provisions of the Companies Act 2013, there is need to
specify any director of company as Officer who is in default.
After discussion
following resolution passed unanimously:-
“RESOLVED THAT, pursuant to Section 2(60) read with
rules thereof and other applicable provisions of the Companies Act 2013
(including any statutory modification(s) or re-enactment thereof for the time
being in force) Mr.
Name of Director (DIN: _________) Director of Company who has given his consent to act as such, be
and is here by, specified as Officer who is in default w.e.f. 01st
April, 2014.”
“RESOLVED FURTHER Mr. Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized to do all
such acts, deeds, things etc. as may be required to comply with all formalities
in this regard.”
ITEM NO. 11:
TO AUTHORIZE MR. NAME OF DIRECTOR TO KEEP IN CUSTODY THE STATUTORY
REGISTERS;-
The Chairman informed the Board that
pursuant to provision of Section 88 & 92 of Companies Act, 2013 read with
rule 3 of Companies (Management and Administration) Rules, 2014, there is need to
authorize a person to keep in his/her safe custody the Statutory Registers.
After Discussion the
following resolution was passed unanimously:-
“RESOLVED THAT, pursuant to the provisions of section 88 & 92 of
Companies Act, 2013 read with rule 3 of Companies (Management and
Administration) Rules, 2014, Mr. Name of Director (DIN: _________), Director of
Company be and is hereby authorized to keep in custody the statutory registers
at the registered office of the company and to update, maintain and convert the
existing statutory registers into new format as prescribed in the Companies
Act, 2013.”
ITEM NO. 12: TO
FILE MGT-14:-
The Chairman informed the Board that the company is required to
file e-form MGT-14 in
respect of resolutions passed by the Board under section 179(3) read with Rule
8 of Companies (Meetings of Board and Its Powers) Rules, 2014 with Registrar of Companies NCT of Delhi & Haryana.
After discussion following
resolution passed unanimously.
“RESOLVED THAT, Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) Directors of the Company, be and are hereby authorized to sign
digitally and file e-form MGT-14 in respect of resolutions passed by the Board
under section 179(3) read with Rule 8 of Companies (Meetings of Board and Its
Powers) Rules, 2014”
ITEM NO. 13: AUTHORISATION TO FILE E-FORMS WITH MINISTRY OF
CORPORATE AFFAIRS:-
The Chairman informed the Board that
under the Companies Act, 2013, various forms, returns and documents are
required to be filed with Registrar of Companies, Regional Director, Ministry
of Corporate Affairs, Central government and/ or any other prescribed
authority. For the purpose it was proposed to authorize Directors of the
Company to obtain the necessary digital signature and sign/ e-file all the
necessary forms, returns and documents.
The Board discussed the matter and
passed the following resolution unanimously in this regard:
“RESOLVED THAT the Board of Directors of the company do hereby authorize Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) Directors of the Company be and are
hereby authorized to sign, execute and arrange to e-file all necessary forms,
returns and documents including agreements, receipt, undertakings, affidavits
with the Registrar of Companies, Regional Director, Ministry of Corporate
Affairs, Central government and/ or any other prescribed authority, as may be
required under various provisions of Companies Act, 2013 or any other enactment
thereof for and on behalf of the Company, relating to all matters for the
conduct of the Management and business of the Company.”
ITEM NO.14: TO TAKE NOTE OF PROMOTERS
OF COMPANY:
The
Chairman informed the Boards that pursuant to provisions of Section-2(69) of
Companies Act, 2013 there is need to designate Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) directors of Company as Promoters of company.
The
Board discussed the matter and took note of the same.
ITEM NO. 15: TO AUTHORIZE BOARD TO
BORROW MONEY:-
The Chairperson
informed the Board that the company may borrow money for the business operation
of the Company upto Rs. ---------- Lacs (---------- Lacs Only) which is within
the limits prescribed under section 180 of Companies Act, 2013. The approval of
the Board is to be accorded in accordance with section 179(3) of Companies Act,
2013.
After Discussion the following resolution was
passed unanimously: -
“RESOLVED THAT pursuant to Section 179 (3)(d) and
other applicable provisions, if any, of the Companies Act, 2013 or
subject to such modification and re-enactment thereof, consent of the Board of
directors of the Company be and is hereby accorded to avail loan upto
Rs. 10 Lacs (Rupees Ten Lacs Only).
“RESOLVED FURTHER THAT Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized to do all
such other things, acts and deeds etc. as may be required to comply with all
formalities in this regard.”
ITEM NO. 16: TO INVEST THE FUNDS OF
THE COMPANY:
The Chairperson
informed the Board that the company may invests its surplus funds time to time
for different purposes within the limit envisaged under section 186 read with
rule 11 of companies (Meetings of Board and its Powers) Rules, 2014 of the
Companies Act, 2013. The approval of the Board is to be accorded in accordance
with section 179(3) (e) of Companies Act, 2013.
After Discussion the following resolution was
passed unanimously: -
“RESOLVED
THAT pursuant to the provisions of section 179 (3) (e) and subject to limit
envisaged under Section 186 read with rule 11 of companies (Meetings of Board
and its Powers) Rules, 2014 of the Companies Act, 2013 the consent of the Board
be and is hereby accorded to invest surplus funds upto Rs. -------------- lacs (Rupees
------------------ Five Lacs Only) at any one time.”
“RESOLVED FURTHER THAT Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized to do all
such other things, acts and deeds etc. as may be required to comply with all
formalities in this regard.”
ITEM NO. 17: TO GRANT
LOAN:-
The Chairperson
informed the Board that pursuant to the provisions of
section 179 (3)(f) and other applicable provisions if any of the Companies Act
2013, (including any statutory modification or re-enactment thereof
for the time being enforce) and subject to such approvals, consents,
sanctions and permissions of the appropriate authorities, departments or bodies
as may be necessary, the Company may grant loan of Rs. ------------ Lacs
(Rupees ------------- Lacs Only) in aggregate to employees. The approval
of the Board is to be accorded in accordance with section 179(3) of Companies
Act, 2013.
After Discussion the following resolution was
passed unanimously: -
“RESOLVED THAT pursuant
to the provisions of section 179 (3) (f) and other applicable provisions if any
of the Companies act 2013, (including any statutory modification or
re-enactment thereof for the time being enforce) and subject to
such approvals, consents, sanctions and permissions of the appropriate
authorities, departments or bodies as may be necessary, the Company be and is
hereby authorized to grant loans of Rs. --------------- Lacs (Rupees --------------
Lacs Only) in aggregate to employees on such terms and conditions as may be
decided from time to time.”
“RESOLVED FURTHER Mr. Name
of Director (DIN: _________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized do take
such steps as may be necessary for obtaining approvals,
statutory, contractual or otherwise, in relation to the above and to settle all
matters arising out of and incidental thereto and sign and execute all deeds,
applications, documents and writings that may be required, on behalf of the
Company and generally to do all acts, deeds, things etc. as may be
required to comply with all formalities in this regard for the purpose of
giving effect to the aforesaid Resolution.”
ITEM NO.18: INCREASE IN REMUNERATION OF DIRECTOR:
The Chairperson
informed the Board that Mr. Name of Director (DIN: _________) and Mrs. Name of Director (DIN: ________) were remunerated at monthly salary of
Rs. 1,-------------------,000 and ------------,-- respectively since last
change and there is no increase till date.
The Chairperson
placed before the Board the chart of increase in remuneration of Directors
pursuant of provision of Companies Act, 2013 read with rules made there under
and pursuant to Article of Association of the company.
Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) disclosed their interest, being interested in the said resolution.
After discussion
following resolution passed unanimously:-
“RESOLVED THAT pursuant to the provisions of the
Companies Act, 2013 read with rules made there under (including
any statutory modification or re-enactment thereof for the time being
enforce) and pursuant to Articles of Association of the company consent of the
Board be and is hereby accorded to increase remuneration as given below w.e.f. ---------------:-
|
Sr. No
|
Name of
Directors
|
Existing Salary
(Rs.)
|
Proposed Salary
(Rs.)
|
|
1.
|
|
|
|
|
2.
|
|
|
|
“RESOLVED FURTHER
THAT Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or singly be and are hereby authorized to do all
such acts, deeds, things etc. as may be required to comply with all as may be
required to comply with all formalities in this regard”.
ITEM NO.19: VOTE OF THANKS:-
There being no
other business to be transacted. The meeting ended with a vote of thanks to the
Chair.
Dated: --------------------- NAME OF CHAIRMAN
Place: New Delhi (Chairman)
3. DRAFT CERTIFIED TRUE
COPY OF RESOLUTION ACCORDING TO DRAFT AGENDA:
1. CERTIFIED TRUE COPY OF RESOLUTION PASSED AT MEETING OF
BOARD OF DIRECTORS OF NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING
THE DATE OF MEETING AT TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF
PLAE OF MEETING.
““RESOLVED THAT the Company obtained the declarations
from Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) Directors of the Company to the effect that, as on 31st
March 2014, they were not disqualified to be appointed as directors pursuant to
sub-clause (g) of clause (1) of section
274 of the Companies Act, 1956.”
“RESOLVED FURTHER THAT, declaration
under section 274 Clause (1) to sub-clause
(g) of the Companies
Act, 1956 be and is hereby noted.”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
2.
CERTIFIED
TRUE COPY OF RESOLUTION PASSED AT MEETING OF BOARD OF DIRECTORS OF
NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT
TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
“RESOLVED THAT the general notices of interest pursuant to Section
184(1) of the Companies Act, 2013 received from all the Directors disclosing
concern or interest be and are hereby received, placed and noted.
RESOLVED FURTHER THAT Mr. Name of
Director (DIN: _________) and Mrs. Name of Director (DIN: ________) Director of
the Company be and is hereby authorized to do all such acts, deeds and things
relating thereto including digitally sign and arrange to filling e-form with
Registrar of Companies NCT of Delhi & Haryana.
RESOLVED FURTHER THAT, Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________), Director of the Company
be and is hereby authorized to keep in his custody all such notices on behalf
of the company.”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
3.
CERTIFIED
TRUE COPY OF RESOLUTION PASSED AT MEETING OF BOARD OF DIRECTORS OF
NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT
TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
“RESOLVED THAT, Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) Directors of the Company, be and are hereby authorized to sign
digitally and file e-form MGT-14 in respect of resolutions passed by the Board
under section 179(3) read with Rule 8 of Companies (Meetings of Board and Its
Powers) Rules, 2014”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
4.
CERTIFIED
TRUE COPY OF RESOLUTION PASSED AT MEETING OF BOARD OF DIRECTORS OF
NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT
TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
“RESOLVED THAT the Board of Directors of the company do hereby authorize Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________) Directors of the Company be and are
hereby authorized to sign, execute and arrange to e-file all necessary forms,
returns and documents including agreements, receipt, undertakings, affidavits
with the Registrar of Companies, Regional Director, Ministry of Corporate
Affairs, Central government and/ or any other prescribed authority, as may be
required under various provisions of Companies Act, 2013 or any other enactment
thereof for and on behalf of the Company, relating to all matters for the
conduct of the Management and business of the Company.”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
5.
CERTIFIED
TRUE COPY OF RESOLUTION PASSED AT MEETING OF BOARD OF DIRECTORS OF
NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT
TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
“RESOLVED THAT pursuant to Section 179 (3)(d) and
other applicable provisions, if any, of the Companies Act, 2013 or
subject to such modification and re-enactment thereof, consent of the Board of
directors of the Company be and is hereby accorded to avail loan upto
Rs. 10 Lacs (Rupees Ten Lacs Only).
“RESOLVED FURTHER THAT Mr. Name of Director (DIN:
_________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized to do all
such other things, acts and deeds etc. as may be required to comply with all
formalities in this regard.”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
6.
CERTIFIED
TRUE COPY OF RESOLUTION PASSED AT MEETING OF BOARD OF DIRECTORS OF
NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT
TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
“RESOLVED THAT pursuant to the
provisions of section 179 (3) (e) and subject to limit envisaged under Section
186 read with rule 11 of companies (Meetings of Board and its Powers) Rules,
2014 of the Companies Act, 2013 the consent of the Board be and is hereby
accorded to invest surplus funds upto Rs. -------------- lacs (Rupees
------------------ Five Lacs Only) at any one time.”
“RESOLVED FURTHER THAT Mr. Name of Director
(DIN: _________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized to do all
such other things, acts and deeds etc. as may be required to comply with all
formalities in this regard.”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
7. CERTIFIED TRUE COPY OF RESOLUTION PASSED AT MEETING OF
BOARD OF DIRECTORS OF NAME OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING
THE DATE OF MEETING AT TIME OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF
PLAE OF MEETING.
“RESOLVED THAT pursuant
to the provisions of section 179 (3) (f) and other applicable provisions if any
of the Companies act 2013, (including any statutory modification or
re-enactment thereof for the time being enforce) and subject to
such approvals, consents, sanctions and permissions of the appropriate
authorities, departments or bodies as may be necessary, the Company be and is
hereby authorized to grant loans of Rs. --------------- Lacs (Rupees --------------
Lacs Only) in aggregate to employees on such terms and conditions as may be
decided from time to time.”
“RESOLVED FURTHER Mr. Name
of Director (DIN: _________) and Mrs. Name of Director (DIN: ________), Directors of
the Company either jointly or severally be and are hereby authorized do take
such steps as may be necessary for obtaining approvals,
statutory, contractual or otherwise, in relation to the above and to settle all
matters arising out of and incidental thereto and sign and execute all deeds,
applications, documents and writings that may be required, on behalf of the
Company and generally to do all acts, deeds, things etc. as may be
required to comply with all formalities in this regard for the purpose of
giving effect to the aforesaid Resolution.”
For
NAME PRIVATE LIMITED
___________________
(NAME
OF DIRECTOR)
Director
DIN:
-----------
Add: ----------------.
4. DRAFT NOTICE
CALLING MEETING:
Date
of issue of Notice
Name of Director
Address of Director
NOTICE FOR THE MEETING OF THE BOARD OF
DIRECTORS OF Name
of Company---------------------- LIMITED
Dear Mr. Name of Director,
Notice
is hereby given that a meeting of the Board of Directors of the Company shall
be held as per the following schedule:
Date: of
Meeting
Time: of
Meeting
Venue: of
Meeting
The agenda for the
meeting is enclosed.
You are requested to make
it convenient to attend the above meeting.
For Name
of company LIMITED
___________________________
Name of Director
(DIRECTOR)
DIN: --------------------
Add: of Director
5. DRAFT ATTENDENCE
SHEET:
DIRECTORS
MEETINGS
ATTENDANCE
SHEET
ATTENDANCE SHEET OF THE MEETING
OF BOARD OF DIRECTORS OF M/S NAME OF COMPANY LIMITED HELD ON ---------DAY
OF------------MONTH OF, 2014 AT REGISTERED OFFICE OF COMPANY.
DIRECTORS:
1)
Mr. Name of Director
2)
Mr. Name of Director
3)
Mrs. Name of Director
SPECIAL INVITEE:
4)
If any;
6. DRAFT MBP-1: FORM MBP - 1
Notice of interest by director
[Pursuant to section 184 (1)
and rule 9(1)]
To,
The
Board of Directors
Name of Company
Reg.
Off:----------------------------
Dear Sir(s)
I, name of
person of Sh.father name ,Resident of ------------------------------------------------------------------------------, being a director in the
company hereby give notice of my interest or concern in the following company
or companies, bodies corporate, firms or other association of individuals:-
|
SL.
No.
|
Names
of the Companies /bodies corporate/ firms/ association of individuals
|
Nature
of interest or concern / Change in interest or concern
|
Shareholding(No.
of Shares)
|
Date
on which interest or concern arose / changed
|
|
1.
|
|
|
|
|
|
2.
|
|
|
|
|
Dated
the (Name
of director)
Place: New Delhi
Director
Din: -------------
7. CONSENT TO ACT AS OFFICER WHO IS IN DEFAULT:
CONSENT
TO APPOINT AS OFFICER WHO IS IN DEFAULT
To, Date: -------------
The
Board of Directors
Name of
Company
Address
of company.
Subject: Consent to be act as office who is in
default U/s 2(60) of Companies Act, 2013.
Dear Sir,
This is to
submit that I, Name of Director, Son of --------------------,
Resident of A---------------------------------------------, the undersigned,
having consented to act as a Office who is in default of the Name of Company
Private Limited pursuant to section 2(60) of Companies Act, 2013.
You are
requested to take on record the same.
(Name of Director)
Director
Din:
---------------
---------------------------
v
MEETINGS OF BOARD OF DIRECTORS (Section 173)
Frequency of Meeting:
-
First Meeting: First Meeting of Board of Directors
within 30 (Thirty) days from the date of Incorporation of company.
-
Subsequent
Meetings:
·
One person Company, Small company and Dormant company:
§ At least
one meeting of Board of directors in each half of calendar year
§ Minimum
Gap B/W two meetings at least 90 days.
·
Other than Companies mentioned above:
§ Minimum
No. of 4 meetings of Board of Director in a calendar year
§ Maximum
Gap B/W two meetings should not be more the 120 days.
Calling of
Meeting: Meeting of Board of Director should be called by giving 7
days notice to Directors at his registered
address through:
§ By hand
delivery
§ By post
§ By
Electronic means
·
Meeting at
shorter Notice: A meeting
of Board of Directors can be called by shorter notice subject to the conditions:
§ If the
company is require to have independent director:
- Presence
of at least one Independent director is required.
- In case of
absence, decision taken at such meeting shall be circulated to all the
directors, and
-
shall be final only
on ratification thereof by at least one Independent Director
If the company doesn’t
require to have independent director: The meeting can be called at a shorter notice without any
conditions to be complied with
PENALTY: - Company and every officer of the company who is in default or such other
person shall be punishable with fine which may extend to Rs. 10,000/- and where
the contravention is continuing one, with a further fine which may extend to
Rs. 1,000/- for every day after the first during which the contravention
continues.
IMMEDIATE ACTIONS TO
BE TAKEN:-
Notice of every Board Meeting is to be prepared and to be
given to every Director at least 7 days before the meeting.
(Author
– CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be
contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this
document have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. Though utmost efforts has
made to provide authentic information, it is suggested that to have better
understanding kindly cross-check the relevant sections, rules under the
Companies Act, 2013. The observations of the author are personal view and the
authors do not take responsibility of the same and this cannot be quoted before
any authority without the written consent of the author
Regards,
CS Divesh Goyal
Practicing Company Secretary
+91-8130757966
COMMENTS