Notes on Agenda for first Board Meeting-a model

Notes on Agenda for first Board Meeting
Date of meeting		:
Time of meeting		:
Venue of meeting		:
Item-1	To note the appointment of Mr. <> as the Chairman.
Note:	The Board may note the appointment of Mr. <> as Chairman and Managing Director of the Company. In terms of form 32 filed during incorporation, Mr. <> is appointed as Chairman and Managing Director of the Company. Copy of form 32 is attached as annexure-I.
Item-2	To note the Certificate of Incorporation of the Company issued by Registrar of Companies.
Note:	The Board may note the Certificate of Incorporation of the Company issued by the Registrar of Companies. Original   Certificate of Incorporation having CIN <> dated  <> received from Registrar of Companies together with a copy of Memorandum of Association and Articles of Association  is attached as annexure-II.
Item-3	To note the Memorandum of Association and Articles of Association of the Company as registered.
Note:	The board may kindly take note of the Memorandum of Association and Articles of Association of the Company, which is registered, with the Registrar of Companies during the incorporation of the Company. A copy of the documents is attached as annexure-II.
Item-4	To note the registered office address of the Company.
Note:	The Board may take note of the address of the Registered Office of the Company as per the form 18 filed with Registrar of Companies during its incorporation. The following resolution may be passed. “RESOLVED THAT the Registered Office of the Company is at <>.”
Item-5	To confirm the appointment of first directors of the Company.
Note:	Article <> of the Articles of Association provides the names of the first directors of the Company be referred to the Board. “RESOLVED THAT that the following persons as mentioned in the Article <> of the Articles of Association of the Company are the first directors of the Company. 1. Mr. <> : Chairman and Managing Director 2. Mr. <> : Director
Item-6	To read and record of the notices of disclosures of interest given by the directors.
Note:	According to Section 299, the directors have to disclose to the Board regarding their interests in other Companies. Draft form 24AA for disclosing the interests are attached as annexure-III. “RESOLVED that general notices of interest pursuant to section 299(3) of the Companies Act, 1956, received from the following Directors disclosing concern or interest in any contract or arrangement which may be entered into with such body corporate or firm as per the statement brought up and read in this meeting be and are hereby recorded in the register of contracts maintained under section 301 of the Companies Act, 1956”. Name of directors: 1.     2.
Item-7.	To fix the financial year of the Company.
Note:	The Board be informed that the first financial year may be more or less than twelve months. The Companies Act, 1956 does not says that the financial year should end on 31 March every year. But Income Tax Act insists that  the financial year should from 1st April to 31 March every year. Thus for convenience, the Companies following this. "RESOLVED that the first  Financial Year’ of the company be the period from the date of incorporation of the company, viz.,………, 2000 …… to ………., 2001……, both days inclusive, and that the second and the subsequent `Financial Years’ of the company be the period from 1st April to 31st March in each year."
Item-8.	To consider the appointment of first auditors.
Note:	M/s. <>, Chartered accountant informed the Company that they are eligible and willing to be appointed as statutory auditors of the Company. "RESOLVED that M/s.<>, the Chartered Accountants, of tvm  , having provided a written certificate as required under proviso to section 224 (1) to the effect that their appointment, if made, will be in accordance with the limits specified in sub-section (1B) of section 224 of the Companies Act, 1956, be and are hereby appointed as the First Auditors of the Company to hold office as such until the conclusion of the first General Meeting of the company at a remuneration as decided by mutual agreement."
Item-9.	To adopt the common seal of the Company.
Note:	Every Company must have its own Common seal. The Company have the common seal in safe custody of the Board and should be affixed on any instrument as per regulation 84 of the schedule I of the Companies Act, 1956. Common Seal of the Company will be placed before the meeting for approval, adoption and safe custody. "RESOLVED that the proposed New Common Seal submitted to this Meeting, the impression of which has been affixed on the Minute Book, be and is hereby adopted as the Common Seal of the company and the seal be kept in safe custody of Mr. <> who shall maintain a Seal register in which details of all documents sealed should be entered”.
Item-10.	To appoint the banker and open a bank account.
Note:	The subscribers to Memorandum of Association should bring their contribution towards capital in Company’s bank account. So the Company has to open a current account in a bank. “RESOLVED that a current account in the name of  <   >be opened at <          >Branch, …………………………… and the said bank be and is hereby authorized to honour all negotiable instruments accepted, made or signed on behalf of the Company by <   >, Director of the company and act upon any instruction given relating to the account whether the same be overdrawn or not, or relating to the transactions of the company.  FURTHER RESOLVED that <     > and/or <    > be and is/are hereby authorized to deliver to the said bank a copy of the Certificate of Incorporation of the Company, resolution passed by the Board of Directors of the Company and a set of Memorandum of Association and Articles of Association of the company.
Item-11.	To authorize printing of share certificates.
Note:	The Company has to issue share certificates to the subscribers to the Memorandum of Association, who made full payment on the shares held by them. The Board may approve the model share certificate attached as annexure-III. "RESOLVED that <> share certificates be given for printing as per the design produced before this meeting and those share certificates be machine numbered in regular order and that the said blocks and forms be kept in the custody of Shri. XYZ, the Secretary of the company, who shall render account thereof to the Board."
Item-12.	To authorize the issue of share certificates to the subsibers.
Note:	The Company has to authorize a Director/official to issue Share certificates to the subscribers in accordance with the Articles of Association of the Company. "RESOLVED that Company do issue share certificates in respect of equity shares of Rs. 100/- each bearing distinctive numbers from…………. to………….. under the Common Seal of the company”.
Item-13.	To approve the preliminary expenses and preliminary contracts.
Note:	Statement of preliminary expenses incurred and details of preliminary contracts entered into will be placed before the meeting. The Board may pass the following resolution. “RESOLVED THAT the preliminary expenses amount Rs. <> incurred by the promoters in connection with the incorporation of the Company as per the statement submitted to the meeting be and are approved and that the amount be reimbursed from the Company’s fund”.
Item-14.	To consider the appointment of Officers and Managerial staff.
Note:	The Board may discuss and decided  to fix an organizational hierarchy to the Company and appointment of officers and staff for the Company
Item-15.	To consider submission of application for Income Tax PAN card.
Note:	It is obligatory for the Company to obtain PAN from Income Tax Department. The Board may consider this and to take steps to obtain PAN.
Item-16.	To consider registrations with various Government departments such as KVAT, IEC etc.
Note:	The Board may authorize the Managing Director to take all steps to get registration with various authorities such as Sales tax department, IEC etc.
Item-17.	Any other item with the permission of the Chair