If default is made in complying with the provisions of sub-section (1) or (2) or if any i:r;1spectlon required under Sec. 307 is refused or if any copy required thereunder is not sent within a reasonable time, the company and every officer of the company, who is in default, shall be punishable with fine which may extend to Rs. 50,000* and also with a further fine which may extend to Rs. 2,500* for every day during which the default continues [Sub-sec. (8)].
In case of refusal of inspection of the register, the Company Law Board may also, by order, compel an immediate inspection of the register [Sub-sec. (9)].
Deemed Directors and Record of Their Shareholdings. For purposes of Section 307, any person in accordance with whose directions or instructions the Board of Directors of a company is accustomed to act, shall be deemed to be a director of the company [Sub-sec. (10)].
Every director of a company and every person dee”med to be a director of the company by virtue of sub-sec. (10) of Section 307, shall give notice to the company of
such matters relating to himself as may be necessary for the purpose of enabling the. company to comply with the provisions of that Section [Section 304 (1)].
The notice, as aforesaid, shall be given in writing and if it is not given at a meeting of the Board, the person giving the notice shall take all reasonable steps to secure that it is brought up and read at the meeting of the Board next after it is given [Sec. 308 (2)].
Failure to comply with the provisions of sub-sec. (1) or (2) of Section 308 shall be punishable with imprisonment up to 2 Y2ars or with fine up to Rs. 50,000’ or with both.
Register of Loans and Invesbnent
Sub-section (-?) of Section 372 A (inserted by the Companies (Amendment) Act, 1999) provides th.,.,t every company shall keep a register showing the following particulars in respect of every investment or loan made, guarantee given or security provided by it in relation to any body corporate under sub-section (1), namely:
(i)the name of the body corporate;
(ii)the amount, terms and purpose of the investment or loan or security or
guarantee;
(iii) the date on which the investment or loan has been made; and
(iv)the date on which the guarantee has been given or security has been provided
in connection with a loan.
The aforesaid particulars shall be entered chronologically in the Register within 7 days of the making of investment or loan, or the giving of guarantee or the provision of security.
Tuesday, January 8, 2008
Register of Directors’ Share holdings
The company shall within 30 days from the date of first appointment of directors or from the date of any change in the directorate, send to the Registrar a return in duplicate in the prescribed form containing particulars of such appointment or change in directorate [Sub-sec. In case default is made in complying with the aforesaid provisions, the company
and every officer of the company in default, shall be punishable with fine up to Rs.
.. 500’ for every day during which the default continues [sub-sec.(3)].
Register of Directors’ Share holdings (Sec. 307)
‘Section 307 requires every company to keep a register showing each director’s shareholding in the company, giving details as to the number, description and amount of shares and debentures. These details are also required to be given .in respect of a dirtor’s holding in any other body corporate, being the company’s subsidiary or holding company, or a subsidiary of the company’s holding company. Such shares and debentures may be held by the director or in trust for him, or of which he may have any right to become holder whether on payment or not.
Where any shares or debentures have to be recorded in the said register or to be omitted therefrom, in relation to any director, by reason of a transaction entered into after the commencement of this Act and while he is a director, the register shall also show the date of, and the price or other consideration for, the transaction [Sub-sec:(2)].
However, where there is an interval between the agreement for any such transaction and the completion thereof, the date so shown shall be that of the agreement [Provisions to sub-sec.
If a director so requires, the nature and extent of any interest or right in or over any shares or debentures recorded in relation to a director in the said register shaJI be indicated in the register [Sub-section (3)].
Place of Keeping the Register and its Inspection. The register, as aforesaid, shall be kept at the registered office of the company. It shall be open to the inspection of any member or debentureholder of the company during business hours for not less than 2 hours each day during the period of 14 days before the date of the company’s annual general meeting and three days after the date of its conclusion. During this or any other periThe Central Government or Registrar may, at any time, require a copy of the register or any part thereof [Sub-sec. (6)]. It shall also be produced at the commencement of every annual general meeting of the company and shall remain open and accessible quring the continuance of the meeting to any person entitled to attend the meeting. If default is made in complying with the provisions of this sub-section, the company and every officer of the company, who is in default, shall be punishable with fine which may extend to Rs. 5,000”.
and every officer of the company in default, shall be punishable with fine up to Rs.
.. 500’ for every day during which the default continues [sub-sec.(3)].
Register of Directors’ Share holdings (Sec. 307)
‘Section 307 requires every company to keep a register showing each director’s shareholding in the company, giving details as to the number, description and amount of shares and debentures. These details are also required to be given .in respect of a dirtor’s holding in any other body corporate, being the company’s subsidiary or holding company, or a subsidiary of the company’s holding company. Such shares and debentures may be held by the director or in trust for him, or of which he may have any right to become holder whether on payment or not.
Where any shares or debentures have to be recorded in the said register or to be omitted therefrom, in relation to any director, by reason of a transaction entered into after the commencement of this Act and while he is a director, the register shall also show the date of, and the price or other consideration for, the transaction [Sub-sec:(2)].
However, where there is an interval between the agreement for any such transaction and the completion thereof, the date so shown shall be that of the agreement [Provisions to sub-sec.
If a director so requires, the nature and extent of any interest or right in or over any shares or debentures recorded in relation to a director in the said register shaJI be indicated in the register [Sub-section (3)].
Place of Keeping the Register and its Inspection. The register, as aforesaid, shall be kept at the registered office of the company. It shall be open to the inspection of any member or debentureholder of the company during business hours for not less than 2 hours each day during the period of 14 days before the date of the company’s annual general meeting and three days after the date of its conclusion. During this or any other periThe Central Government or Registrar may, at any time, require a copy of the register or any part thereof [Sub-sec. (6)]. It shall also be produced at the commencement of every annual general meeting of the company and shall remain open and accessible quring the continuance of the meeting to any person entitled to attend the meeting. If default is made in complying with the provisions of this sub-section, the company and every officer of the company, who is in default, shall be punishable with fine which may extend to Rs. 5,000”.
Specimen Resolution to Forfeit Shares
(i)To forfeit shares (ii) For adoption of common seal (Hi) For granting general power of attorney in favour of company secretary.
(i)Specimen Resolution to Forfeit Shares
“RESOL VED THAT pursuant to I Article 30’ of the Company’s Articles of Association, the undermentioned shares in the capital of the company be and are hereby forfeited for non-payment of allotment money of Rs. 5 per share payable on or before 30.6.95 due notice of which had been served upon the defaulting shareholders on 1.6.95.”
Distinctive Nos. of shares to be forfeited.
ii)Resolution for Adoption of Common Seal
“RESOLVED THAT the proposed common seal of the company, submitted to the meeting (facsimile enclosed), be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of the secretary of the company.”
(Hi) Resolution fo Granting of General Power of Attorney in
Favour of the Company Secretary:
“RESOLVED THAT pursuant to the provisions of Section 291 and other applicable provisions of the Companies Act, Shri A.N. Chawla be and is hereby authorised to exercise all powers with respect to the secretarial work of the company including representing the company at the various statutory fora”.
State the provisions of the Companies Act with respect to the following:
1. Register of Contracts in which Directors are Interested (Section 301).
2. Register of Directors, Manager, etc. (Section 303).
3. Register of Directors’ Holdings in Shares and Debentures (Section 307).
4. Register of Loans and Investments (Section 372A).
Register of Contracts in which Directors are Interested
Section 301 requires that every company shall keep one or more registers in
which the following particulars regarding contracts in which directors are
interested, shall be recorded:
(i) the date of the contracts;
(ii)the name of the parties thereto;
(iii)the principal terms and conditions thereof;
(iv)the date when the contract was placed before the Board of Directors; and
(v)the names of directors voting for and against the contract and of those
remaining neutral.
2.The Register must also specify, in relation to each director, the names of the
firms and companies of which notice has been given by him under Section
299 (3).
3.Entries of contracts in which directors are interested must be made in the register within 7 days (excluding holidays) of the meeting of the Board at which the contracts are approved. The Register then must be placed before the next meeting of the Board and must be signed by all directors present at such meeting.
4.The Register must be kept open for inspection for at least 2 hours on every working day and inspection allowed by any member on payment of the same fee as in the case of Register of Members, for each inspection. A person allowed to inspect the register is also to be allowed to take extracts from it, require a certified copy of any portion to be issued within 10 days after the receipt of application on payment of the same fee as in the case of register of members.
If default is made in complying with the aforesaid provisions, the company, and every officer of the company who is in default, shall, in respect of each default, be punishable with fine which may extend to five thousand rupees:
2. Register of Directors (Sec. 303)
Under Section 303, every company is required to keep at its registered office, a Register of Directors, Managing Director, Manager and Secretary containing with respect to each of them, the following particulars:
(a) In case of an individual, his present name and surname in full; any former name or surname in full; father’s or husband’s name or surname; address; nationality; business or occupation, if any; and particulars of other directorships; etc.
(b) In the case of a body corporate, its corporate name, registered address, name and other particulars of each of its directors and if it holds the office of manager or secretary in any other body corporate, particulars thereof.
(c) In the case of a firm, the name of the firm, full name and other particulars of each of its parmers, date when he became a partner and if it holds the office of manager or secretary in any other company, particulars thereof.
(d) If any director or directors has/have been nominated by a body corporate, its corporate name, all the particulars referred to in clause (a) in respect of each director so nominated and also all the particulars referred to in clause
(b) in respect of the body corporate.
(e)If any director or directors have been nominated by a firm, the name of the firm, all the particulars referred to in clause
(a) in respect of each director so nominated and also all the particulars referred to in clause
(b) in respect of the firm.
(i)Specimen Resolution to Forfeit Shares
“RESOL VED THAT pursuant to I Article 30’ of the Company’s Articles of Association, the undermentioned shares in the capital of the company be and are hereby forfeited for non-payment of allotment money of Rs. 5 per share payable on or before 30.6.95 due notice of which had been served upon the defaulting shareholders on 1.6.95.”
Distinctive Nos. of shares to be forfeited.
ii)Resolution for Adoption of Common Seal
“RESOLVED THAT the proposed common seal of the company, submitted to the meeting (facsimile enclosed), be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of the secretary of the company.”
(Hi) Resolution fo Granting of General Power of Attorney in
Favour of the Company Secretary:
“RESOLVED THAT pursuant to the provisions of Section 291 and other applicable provisions of the Companies Act, Shri A.N. Chawla be and is hereby authorised to exercise all powers with respect to the secretarial work of the company including representing the company at the various statutory fora”.
State the provisions of the Companies Act with respect to the following:
1. Register of Contracts in which Directors are Interested (Section 301).
2. Register of Directors, Manager, etc. (Section 303).
3. Register of Directors’ Holdings in Shares and Debentures (Section 307).
4. Register of Loans and Investments (Section 372A).
Register of Contracts in which Directors are Interested
Section 301 requires that every company shall keep one or more registers in
which the following particulars regarding contracts in which directors are
interested, shall be recorded:
(i) the date of the contracts;
(ii)the name of the parties thereto;
(iii)the principal terms and conditions thereof;
(iv)the date when the contract was placed before the Board of Directors; and
(v)the names of directors voting for and against the contract and of those
remaining neutral.
2.The Register must also specify, in relation to each director, the names of the
firms and companies of which notice has been given by him under Section
299 (3).
3.Entries of contracts in which directors are interested must be made in the register within 7 days (excluding holidays) of the meeting of the Board at which the contracts are approved. The Register then must be placed before the next meeting of the Board and must be signed by all directors present at such meeting.
4.The Register must be kept open for inspection for at least 2 hours on every working day and inspection allowed by any member on payment of the same fee as in the case of Register of Members, for each inspection. A person allowed to inspect the register is also to be allowed to take extracts from it, require a certified copy of any portion to be issued within 10 days after the receipt of application on payment of the same fee as in the case of register of members.
If default is made in complying with the aforesaid provisions, the company, and every officer of the company who is in default, shall, in respect of each default, be punishable with fine which may extend to five thousand rupees:
2. Register of Directors (Sec. 303)
Under Section 303, every company is required to keep at its registered office, a Register of Directors, Managing Director, Manager and Secretary containing with respect to each of them, the following particulars:
(a) In case of an individual, his present name and surname in full; any former name or surname in full; father’s or husband’s name or surname; address; nationality; business or occupation, if any; and particulars of other directorships; etc.
(b) In the case of a body corporate, its corporate name, registered address, name and other particulars of each of its directors and if it holds the office of manager or secretary in any other body corporate, particulars thereof.
(c) In the case of a firm, the name of the firm, full name and other particulars of each of its parmers, date when he became a partner and if it holds the office of manager or secretary in any other company, particulars thereof.
(d) If any director or directors has/have been nominated by a body corporate, its corporate name, all the particulars referred to in clause (a) in respect of each director so nominated and also all the particulars referred to in clause
(b) in respect of the body corporate.
(e)If any director or directors have been nominated by a firm, the name of the firm, all the particulars referred to in clause
(a) in respect of each director so nominated and also all the particulars referred to in clause
(b) in respect of the firm.
Additional Director-Board’s Resolution
“Whereas Mr. Indra Sen was employed for period of three years as the Managing Director of the company from 01.01.1998 and whereas the Company wanted to dispense with the services from 1.06.1999 qf the said Managing Director and whereas the company has duly served notice to the said Managing Director in terms of clause
of the agreement between the Company and the said Mr. Indira Sen govern
ning his terms and conditions as the Managing Director of the Company, in terms of
Clause of the agreement between the Company and the said Mr. Indira Sen.
NOW THEREFORE IT IS HEREBY RESOLVED that an amount of Rs. be paid to
Mr. Indira Sen as compensation for the loss of his office as the Managing Director of the Company”.
A Public Company proposes to appoint Shri Ram as Additional Director and Shri Gopal as a director in the casual vacancy by resignation of the Office of Director by Shri Mohan. Draft suitable resolution for the appointment of Shri Ram nd Shri Gopal
as Directors.
Appointment of Additional Director-Board’s Resolution
“RESOLVED THAT Shri Ram be and is hereby appointed as Additional Director of the company pursuant to Section 260 of the Companies Act, 1956 and Article 15 of the Articles of Association of the Company and that Shri Ram is to hold office till the next Annual General Meeting”.
Filling up of Casual Vacancy-Board’ s Resolution
“RESOLVED THAT Shri Gopal be and is hereby appointed as a Director of the company to fill up the casual vacancy caused due to Shri Mohan vacating his office as a Director of the company before the expiry of his term of office and that Shri Gopal is to hold office till the date the outgoing Director Shri Mohan would have held office”.
SP.8. Draft a specimen resolution for appointment of Altemate Director.
Ylns .
Appointment of Alternate Director
“RESOL VED THAT pursuant to the provisions of Section 313 of the Companies Act,
1’956, read with Article of the Articles of Association of the company, Shri be
and is hereby appointed as alternate director to Shri during the latter’s absence
for a period of not less than three months from the State of and that the alternate
director shall vacate his office as and when Shri returns to the said State.” .
Draft specimen resolutions for the following businesses to be transacted at the Board meeting:
of the agreement between the Company and the said Mr. Indira Sen govern
ning his terms and conditions as the Managing Director of the Company, in terms of
Clause of the agreement between the Company and the said Mr. Indira Sen.
NOW THEREFORE IT IS HEREBY RESOLVED that an amount of Rs. be paid to
Mr. Indira Sen as compensation for the loss of his office as the Managing Director of the Company”.
A Public Company proposes to appoint Shri Ram as Additional Director and Shri Gopal as a director in the casual vacancy by resignation of the Office of Director by Shri Mohan. Draft suitable resolution for the appointment of Shri Ram nd Shri Gopal
as Directors.
Appointment of Additional Director-Board’s Resolution
“RESOLVED THAT Shri Ram be and is hereby appointed as Additional Director of the company pursuant to Section 260 of the Companies Act, 1956 and Article 15 of the Articles of Association of the Company and that Shri Ram is to hold office till the next Annual General Meeting”.
Filling up of Casual Vacancy-Board’ s Resolution
“RESOLVED THAT Shri Gopal be and is hereby appointed as a Director of the company to fill up the casual vacancy caused due to Shri Mohan vacating his office as a Director of the company before the expiry of his term of office and that Shri Gopal is to hold office till the date the outgoing Director Shri Mohan would have held office”.
SP.8. Draft a specimen resolution for appointment of Altemate Director.
Ylns .
Appointment of Alternate Director
“RESOL VED THAT pursuant to the provisions of Section 313 of the Companies Act,
1’956, read with Article of the Articles of Association of the company, Shri be
and is hereby appointed as alternate director to Shri during the latter’s absence
for a period of not less than three months from the State of and that the alternate
director shall vacate his office as and when Shri returns to the said State.” .
Draft specimen resolutions for the following businesses to be transacted at the Board meeting:
Draft the Board resolution
Draft the Board resolution for
(i)Approving advertisement for public deposit;
(ii)Delegating power to Managing Director to invest surplus funds; and
(iii)Constituting a share transfer committee
(i)Resolution for Approving Advertisement for Public Deposit
“RESOLVED THAT pursuant to Section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, the advertisement both in English
and (vernacular language) inviting deposits from public, employees, ex
employees of the company, charitable and other trusts, etc., on the authority and in the name of the Board of Directors of the company, the draft whereof submitted to this
meeting duly initialled by the for the purpose of identification is hereby approved
and adopted.
RESOL VED FURTHER that the Company Secretary be and is hereby authorised
to issue, circulate and advertise the same in newspaper in accordance with the provisions of the Companies (Acceptance of Deposits) Rules, 1975.
(ii) Resolution for Delegation of Power to Managing Director to
Invest Surplus Funds
“RESOL VED THA T Shri, Managing Director, be and is hereby authorised to
make investments in bonds and debentures of Financial Corporations in such a way
that the surplus funds of the company may be beneficially utilised and the said investments may be disposed of as and when necessary and that such investments
should not exceed the aggregate value of Rs. at any time provided that no
investment should be made by the Managing Director in shares of companies coming
within the purview of Section 372 of the Companies Act, 1956.
RESOL VED FURTHER that the Managing Director be and is hereby authorised to sign the applications and receive moneys in respect of the said investment and furnish receipts and further, to sign papers to dispose of the investment by sale as and when necessary.
(iii)Resolution for Constitution of a Share Transfer Committee
RESOL VED THA T a Committee of Directors named Share Transfer Committee, con
sisting of Shri , Shri , and Shri be and is hereby con
stituted to approve registration of transfer of shares received by the company and to carry out the following:
1. To approve and register transfer / transmission of shares.
2. To sub-divide, consolidate and issue share certificates.
3. To authorise affixation of common seal of the company.
4. To issue share certificates in place of those which are damaged or in which the
pages are completed/exhausted provided the original certificates are surrendered to the company.
RESOL VED FURTHER that two Directors should form the quorum for a meeting of the said Committee.
SP. 6. Draft a Board resolution to give effect to the following decision taken by the Board of Directors of Mis Handerson Gem and Company Limited:
The Board is dissatisfied with the performance of Mr. Indira Sen, Managing Director and has decided to terminate his contract of service from 1.6.1999 and to pay compensation for loss of office. He had been appointed as Managing Director for aperiod of three years with effect from
(i)Approving advertisement for public deposit;
(ii)Delegating power to Managing Director to invest surplus funds; and
(iii)Constituting a share transfer committee
(i)Resolution for Approving Advertisement for Public Deposit
“RESOLVED THAT pursuant to Section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, the advertisement both in English
and (vernacular language) inviting deposits from public, employees, ex
employees of the company, charitable and other trusts, etc., on the authority and in the name of the Board of Directors of the company, the draft whereof submitted to this
meeting duly initialled by the for the purpose of identification is hereby approved
and adopted.
RESOL VED FURTHER that the Company Secretary be and is hereby authorised
to issue, circulate and advertise the same in newspaper in accordance with the provisions of the Companies (Acceptance of Deposits) Rules, 1975.
(ii) Resolution for Delegation of Power to Managing Director to
Invest Surplus Funds
“RESOL VED THA T Shri, Managing Director, be and is hereby authorised to
make investments in bonds and debentures of Financial Corporations in such a way
that the surplus funds of the company may be beneficially utilised and the said investments may be disposed of as and when necessary and that such investments
should not exceed the aggregate value of Rs. at any time provided that no
investment should be made by the Managing Director in shares of companies coming
within the purview of Section 372 of the Companies Act, 1956.
RESOL VED FURTHER that the Managing Director be and is hereby authorised to sign the applications and receive moneys in respect of the said investment and furnish receipts and further, to sign papers to dispose of the investment by sale as and when necessary.
(iii)Resolution for Constitution of a Share Transfer Committee
RESOL VED THA T a Committee of Directors named Share Transfer Committee, con
sisting of Shri , Shri , and Shri be and is hereby con
stituted to approve registration of transfer of shares received by the company and to carry out the following:
1. To approve and register transfer / transmission of shares.
2. To sub-divide, consolidate and issue share certificates.
3. To authorise affixation of common seal of the company.
4. To issue share certificates in place of those which are damaged or in which the
pages are completed/exhausted provided the original certificates are surrendered to the company.
RESOL VED FURTHER that two Directors should form the quorum for a meeting of the said Committee.
SP. 6. Draft a Board resolution to give effect to the following decision taken by the Board of Directors of Mis Handerson Gem and Company Limited:
The Board is dissatisfied with the performance of Mr. Indira Sen, Managing Director and has decided to terminate his contract of service from 1.6.1999 and to pay compensation for loss of office. He had been appointed as Managing Director for aperiod of three years with effect from
RESOL VED that printing of blank share
RESOL VED that printing of blank share certificates as per the format
approved for issue of shares be and is hereby sanctioned.
“RESOL VED further that the blank forms and blocks, engravings, facsimiles, etc. relating to the printing of the Share Certificate forms be kept in the custody
of the Secretary of the Company.”
Approval of Statement of Preliminary Expenses incurred by Promoters
The statement of preliminary expenses placed before the Board was perused and
. approved. It was
“RESOL VED that the preliminary expenses amounting to Rs. incurred by
the promoters in connection with incorporation of the company as per the statement submitted to the meeting be and are hereby approved and that the
amount be reimbursed from the company’s fund to Mr. “
Approval of Statement in Lieu of Prospectus
The draft statement in lieu of prospectus placed at the meeting of the Board was approved and directed to be delivered to the Registrar for registration. The following resolution was passed:
“RESOLVED that the draft statement in lieu of prospectus uls 70 of the Companies Act, 1956 be and is hereby approved and signed by the Directors and
be dated and that the same be delivered to the Registrar of Companies
for registration.”
Books and Registers
The Secretary was authorised to purchase books, registers and stationery necessary for the Company’s business as per the proposal placed at the meeting.
15. Vote of Thanks
There being no other business the meeting ended with a vote of thanks to the Chair.
S. No. Items for consideration
1.Election of Chairman.
2.Taking note of the formation of the Board.
3.Taking note of the Memorandum and Articles of Association registered and
the certificate of incorporation dated granted.
4.Appointment of Secretary.
5.Situation of registered office.
6.Opening of a Bank Account.
7.Printing of share certificate.
8.Receipt of the subscriptions from the subscribers.
9.Issue of share certificates to subscribers.
10.Taking notes of the Industrial Entrepreneur’s Memorandum furnished to the
Ministry.
11. Appointment of essential staff.
12. Report of Company’s Promoters on the progress of the project proposed to be
undertaken and statement of the expenditure so far incurred.
13. Taking note of foreign collaboration agreement.
14. Issue of shares to foreign collaborators.
15. Granting power of attorney.
16. Financial year of the company.
17. Getting permanent account number.
18. Appointment of Auditor.
19. Steps to be taken for. obtaining commencement certificate.
20. Making of the Common Seal.
21. Any other business with the permission of the chair.
approved for issue of shares be and is hereby sanctioned.
“RESOL VED further that the blank forms and blocks, engravings, facsimiles, etc. relating to the printing of the Share Certificate forms be kept in the custody
of the Secretary of the Company.”
Approval of Statement of Preliminary Expenses incurred by Promoters
The statement of preliminary expenses placed before the Board was perused and
. approved. It was
“RESOL VED that the preliminary expenses amounting to Rs. incurred by
the promoters in connection with incorporation of the company as per the statement submitted to the meeting be and are hereby approved and that the
amount be reimbursed from the company’s fund to Mr. “
Approval of Statement in Lieu of Prospectus
The draft statement in lieu of prospectus placed at the meeting of the Board was approved and directed to be delivered to the Registrar for registration. The following resolution was passed:
“RESOLVED that the draft statement in lieu of prospectus uls 70 of the Companies Act, 1956 be and is hereby approved and signed by the Directors and
be dated and that the same be delivered to the Registrar of Companies
for registration.”
Books and Registers
The Secretary was authorised to purchase books, registers and stationery necessary for the Company’s business as per the proposal placed at the meeting.
15. Vote of Thanks
There being no other business the meeting ended with a vote of thanks to the Chair.
S. No. Items for consideration
1.Election of Chairman.
2.Taking note of the formation of the Board.
3.Taking note of the Memorandum and Articles of Association registered and
the certificate of incorporation dated granted.
4.Appointment of Secretary.
5.Situation of registered office.
6.Opening of a Bank Account.
7.Printing of share certificate.
8.Receipt of the subscriptions from the subscribers.
9.Issue of share certificates to subscribers.
10.Taking notes of the Industrial Entrepreneur’s Memorandum furnished to the
Ministry.
11. Appointment of essential staff.
12. Report of Company’s Promoters on the progress of the project proposed to be
undertaken and statement of the expenditure so far incurred.
13. Taking note of foreign collaboration agreement.
14. Issue of shares to foreign collaborators.
15. Granting power of attorney.
16. Financial year of the company.
17. Getting permanent account number.
18. Appointment of Auditor.
19. Steps to be taken for. obtaining commencement certificate.
20. Making of the Common Seal.
21. Any other business with the permission of the chair.
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:
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:
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