MINUTES OF THE 1ST MEETING OF BOARD OF THE DIRECTORS OF __________ PRIVATE

LIMITED HELD ON ______DAY, __________ AT ____ AM/PM AT REGISTERED OFFICE,

____________________________________

The following were present:

SR.
NAME OF DIRECTORS DESIGNATION
NO.

1. Director

2. Director

The business of the Meeting was taken up after having established that the requisite Quorum
was present
ITEM NO. 1/1: TO ELECT THE CHAIRPERSON OF THE MEETING.

The Board elected _________________, Director of the Company as the Chairperson for the meeting
pursuant to Section 104(1) of Companies Act, 2013 and passed the following resolution:

“RESOLVED THAT the Board elected _____________________, Director of the Company, as the
Chairperson of the meeting by a show of hands.”

ITEM NO. 1/2: TO GRANT LEAVE OF ABSENCE TO THE DIRECTORS WHO COULD NOT
ATTEND THE MEETING.
All the Board Members were present in the meeting

ITEM NO. 1/3: TO AUTHORIZE A PERSON TO RECORD THE PROCEEDING OF BOARD

MEETINGS.

The Board authorized _________________________, Director of the Company, to record the

proceedings of the Board Meetings and passed the following resolution:

“RESOLVED THAT the Board authorised ___________________________-, Director of the Company, to

record the proceedings of the Board Meetings.”

ITEM NO. 1/4: TO AUTHORIZE A DIRECTOR OF COMPANY TO CERTIFY AND CIRCULATE

CERTIFY COPY OF BOARD MINUTES.

The Board elected ___________________________-, Director of the Company, to certify the copy of
the signed minutes and passed the following resolution:
“RESOLVED THAT the Board elects ___________________________-, Director of the Company, to certify
the copy of the signed minutes.”

ITEM NO. 1/5: TO NOTE THE CERTIFICATE OF INCORPORATION OF THE COMPANY,

ISSUED BY THE REGISTRAR OF COMPANIES

The Board took note of the certificate of incorporation of the Company, issued by the
Registrar of Companies.

ITEM NO. 1/6: TO TAKE NOTE OF THE MEMORANDUM AND ARTICLES OF

ASSOCIATION OF THE COMPANY, AS REGISTERED.

The Board took note of the Memorandum and Articles of Association of the company, as
registered.

ITEM NO. 1/7: TO TAKE NOTE OF THE REGISTERED OFFICE OF THE COMPANY.

The Board took note of the registered office of the company situated at _________________________

ITEM NO. 1/8: TO TAKE NOTE OF APPOINTMENT OF THE FIRST DIRECTORS OF THE
COMPANY.

The Board took note of the appointment of First Directors of the Company.”

ITEM NO. 1/9: DISCLOSURE OF INTEREST OF BOARD OF DIRECTORS OF THE COMPANY

AS PER THE PROVISION OF SECTION 184 OF THE COMPANIES ACT, 2013.

Disclosure of interest in the prescribed Form MBP-1 was placed before the Board.

The Board after consideration passed following resolution:

“RESOLVED THAT pursuant to Section 184 (1) of the Companies Act, 2013 read with Rule 9
(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable
provisions of the Companies Act, 2013, the disclosure of interest or concern in Form MBP.1
received from Directors of the Company, as placed before the meeting, be and are hereby
noted and taken on record by the Board.”
ITEM NO. 1/10: DISCLOSURE OF DISQUALIFICATION TO ACT AS A DIRECTOR OF THE
COMPANY AS PER THE PROVISION OF SECTION 164 OF THE COMPANIES ACT, 2013.

Disclosure regarding disqualification, if any, in the prescribed Form DIR-8 was placed before
the Board.

The Board after consideration passed following resolution:

PROPOSED RESOLUTION:

“RESOLVED THAT pursuant to Section 164 (1) of the Companies Act, 2013 read with Rule
14 (1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, and other
applicable provisions of the Companies Act, 2013, the disclosure regarding disqualification
to act as a Director in Form DIR-8 received from Directors of the Company, as placed before
the meeting, be and are hereby noted and taken on record by the Board.”

ITEM NO. 1/11: TO FIX THE FINANCIAL YEAR OF THE COMPANY.

The Board after consideration fixed the first and the subsequent financial years of the
Company and passed the following resolution:

“RESOLVED THAT the Board after due deliberation, fixed the financial year from the date of
incorporation of the Company, i.e., _______________ and concluding 31 st March, ______________, as
the first financial year of the Company, both days inclusive of and subsequently each
Financial Year to begin 1st April and end 31st March for each year.”

ITEM NO. 1/12: TO CONSIDER THE APPOINTMENT OF THE FIRST AUDITORS.

The Board took into consideration the appointment of First Auditors and passed the
following resolution:

“RESOLVED THAT pursuant to the provision of section 139 (6) of Companies Act, 2013, M/s
_________________________, from whom the consent of Appointment & Certificate pursuant to
section 139 (1), 2013 of qualification of Companies Act, 2013 has been received, be and are
hereby appointed as the First Auditor of the Company to hold office until the conclusion of
the first Annual General Meeting of the company at a remuneration to be determined by the
Board of Directors of the Company;

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to
sign on certified true copy of Board Resolution and to file necessary e-form to the Registrar
of the Companies, Gujarat & to take all necessary actions as may be necessary.”

ITEM NO. 1/13: TO TAKE NOTE OF SUBSCRIBERS TO MEMORANDUM.

The Board is took note of the following subscribers to the Memorandum:

Sr. No. Name of the Subscriber No. of Equity Shares subscribed

1
2

ITEM NO. 1/14: TO AUTHORIZE THE ISSUE OF SHARE CERTIFICATES TO THE

SUBSCRIBERS OF MEMORANDUM.
The Board was informed that as per section 46 of the Companies Act, 2013 read with Rule 5,
6 and 7 of the Companies (Share Capital and Debentures) Rules, 2014, ____________ Private
Limited is required to issue share certificates under the common seal signed by two
Directors in a prescribed form SH-1 within 60 days of the issue of shares.

The Board after due consideration passed the following resolution:

“RESOLVED THAT the share certificates to the above named subscriber to the
memorandum of association of the company be issued under the common seal of the
company and that ___________________________ and ________________________ Directors of the
company be and are hereby authorized to sign the said share certificates.”

RESOLVED FURTHER THAT the share certificates to be printed and that the share
certificates to be kept in the safe custody of the Directors of the Company.

ITEM NO. 1/15: TO AUTHORIZE THE DIRECTORS TO FILE E-FORMS WITH MCA
The Board was informed that to meet the various requirements of e-filing, a director needs
to be authorised to fulfil the various requirements under e-filing.

The Board after due consideration passed the following resolution:

“RESOLVED THAT any directors of the company be and are hereby severally authorised to
sign the necessary documents on behalf of the company for electronic filing of documents
under The Companies Act, 2013 and various rules made thereunder.”

ITEM NO. 1/16: TO APPROVE PRELIMINARY EXPENSES AND PRELIMINARY

CONTRACTS
A statement containing the details of preliminary expenses incurred for the incorporation of
the Company was placed before the Board for approval

“RESOLVED THAT the preliminary expenses amounting to Rs. ___________/- expended by the
promoters of the company in connection with the incorporation of the company as per the
statement placed before the meeting be and are hereby approved.”
Details of preliminary expenses
Sr. No. Particulars Amount (in Rs.)

1 Name Approval Fee

2 Registration Fees And Filings Fees
3 Professional Fees
4 Miscellaneous Expenses (Stamp Duty)
5 Any Other
Total

ITEM NO. 1/17: TO AUTHORIZE A DIRECTOR TO MAINTAIN BOOKS AND REGISTERS OF

THE COMPANY AT REGISTERED OFFICE.
The Board authorized ___________________________-, Director, to maintain books and registers of
the Company and passed the following resolution:

“RESOLVED THAT the Board hereby authorizes ___________________________- to maintain books

and registers of the company at registered office of the Company.”

AGENDA ITEM NO. 1/18: ANY OTHER ITEMS WITH THE PERMISSION OF THE CHAIR
There being no more items, the meeting was concluded with a vote of thanks

Date:
Place: ___________________________-
Chairperson