Memorandum and Articles of Association

1.Chairman of the meeting
Shri was unanimously elected Chairman of the meeting.
2.Certificate of Incorporation
The Certificate of Incorporation dated and a copy of the Memorandum and
Articles of Association were placed before the meeting and duly noted.
3.Filing of Consent by Directors
It was noted that all the Directors present (being persons named in the Articles of Association, as the first Directors of the company) have signed the consent to act as Directors and the consent has been filed with the Registrar of Companies in the prescribed form.
4. Appointment of the Chairman of the Board
Shri ‘A’ proposed the name of Shri ‘X’ for the Chairman of the company and Shri ‘B’ seconded it. It was unanimously resolved as follows: Resolved that Shri ‘X’ be and is hereby appointed Chairman of Board of Directors of the company.
The Chairman placed before the meeting a letter dated 19 received by the
Company from Mis XYZ, Chartered Accountants, intimating their consent and stat
ing that in case of their appointment as Auditors of the company for the year ending
20 the same would be in accordance with the limits specified in Section 224 (1 B)
of the Companies Act, 1956. The Board noted the same and it was then resolved as follows:
“RESOLVED that Mis XYZ, 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
7.Adoption of Common Seal
The Common Seal of the company was produced before the meeting and approved.
The following resolution was passed.
“RESOL VED thatthe 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 Seal be kept in safe custody of the Secretary who shall maintain a Seal Register in which details of all documents sealed shall be entered.”
8.Situation of Registered Office
“RESOLVED that the Registered Office of the Company be situated at ..... and the Secretary be instructed to complete and sign ‘Notice of situation of Registered Office’ in Form 18 and file the same with the Registrar of Companies.”
9.Opening of a Bank Account
The Board approved the proposal for opening an account with State Bank of India in
Karol Bagh, New Delhi Branch and passed the following resolution:
“RESOL VED that a bank account of the Company be opened with the State Bank of India at Karol Bagh, New Delhi 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 the Secretary of the Company and to act upon any instruction so given relating to the account whether the same be overdrawn or not, or relating to the transactions of the Company and 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.
10. Financial Year
It was resolved that the financial year of the Company will be from 1st April to 31s March and that the first accounting period of the Company shall be from the date 0:
incorporation, i.e
11. Share Certificate
A format of the share certificate proposed to be printed for the company was tabled
and approved. It was: