SERVICE TAX----- Rice– exemptions from service tax -- regarding.

Subject:  Rice– exemptions from service tax -- regarding.

            Doubts have been raised regarding the scope and applicability of various exemptions available to various activities in relation to rice, under the negative list approach. These doubts have been examined and clarifications are given below: 

2.         These doubts have arisen in the context of definition of ‘agricultural produce’ available in section 65B(5) of the Finance Act, 1994. The said definition covers ‘paddy’; but excludes ‘rice’. However, many benefits available to agricultural produce in the negative list [section 66D(d)] have been extended to rice, by way of appropriate entries in the exemption notification.

3.         Transportation of rice:

3.1 by a rail or a vessel: Services by way of transportation of food stuff by rail or a vessel from one place in India to another is exempt from service tax vide  exemption notification 25/2012-ST dated 20^th June, 2012 [entry sl.no.20(i)]; food stuff includes rice.

3.2 by a goods transport agency: Transportation of food stuff by a goods transport agency is exempt from levy of service tax [exemption notification 25/2012-ST dated 20^th June, 2012 [entry sl.no.21(d)];  amending notification 3/2013-ST dated 1^st March 2013]. Food stuff includes rice.

4.         Loading, unloading, packing, storage and warehousing of rice:  Exemption has been inserted in the exemption notification 25/2012-ST dated 20^th June, 2012 [entry sl.no.40];  amending notification 4/2014-ST dated 17^th February 2014 may be referred.

5.         Milling of paddy into rice: When paddy is milled into rice, on job work basis, service tax is exempt under sl.no.30 (a) of exemption notification 25/2012-ST dated 20^th June, 2012, since such milling of paddy is an intermediate production process in relation to agriculture.

6.         Reference may be made to JS, TRU in case of any further doubt. Trade Notice/ Public Notice may be issued. Hindi version to follow.

Frequency Norms of Audit for Service Tax Assessees

Frequency Norms of Audit for Service Tax Assessees

            Director General of Audit, New Delhi has prepared Service Tax Audit Manual, 2010.  As per the guidelines, tax payers whose annual service tax payment (including cash and CENVAT) was Rs.3 crore or more in the preceding financial year may be subjected to mandatory audit each year.  It is preferable that Audit of all such Units is done by using Computer Assisted Audit Program (CAAP) techniques.  The frequency of audit for other taxpayers would be as per following norms:-

i.              Taxpayers with Service Tax payment above Rs.3 crores (Cash + CENVAT) (MANDATORY UNITS) – to be audited every year.

ii.             Taxpayers with Service Tax payment between Rs.1 crore and Rs.3 crores (Cash + CENVAT) – to be audited once every two years.

iii.            Taxpayers with Service Tax payment between Rs.25 lakhs and Rs.1 crore (Cash + CENVAT) – to be audited once every five years.

iv.            Taxpayers with Service Tax payment upto Rs.25 lakhs (Cash + CENVAT) – 2% of taxpayers to be audited every year.

Minutes of First Annual General Meeting of the Company

Minutes of First Annual General Meeting of the Company

THE MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE] PRESENT:   Directors:  [Name of the directors present]  Members:  [Name of the directors present]  CHAIRMAN  [Name of the Chairman] was voted to chair by show of hands. Thereafter the Chairman occupied the Chair and conducted the proceedings of the meeting.  QUORUM  The Chairman ascertained the quorum and called the meeting to order. REGISTER OF DIRECTOR’S SHAREHOLDING Placing on the table the register of Director’s Shareholding maintained by the Company pursuant to Section 307 of the Companies Act, 1956, The Chairman informed the meeting that the said register would remain open and accessible during the continuance of the meeting to every person having the right to attend the meeting. NOTICE OF THE MEETING With the consent of the members present, the notice of the First Annual General Meeting of the Company which has already been lying with the members was taken as read. DIRECTOR’S REPORT With the consent of the members present, the Director’s Report as circulated among the members was taken as read.  AUDITORS REPORT Auditors report as submitted by the Statutory Auditors of the Company for the year ending 31stMarch, ________ was read before the meeting by [Name of the Chairman], Chairman.  ORDINARY BUSINESS   ITEM NO. 1 - TO RECEIVE, CONSIDER AND ADOPT THE AUDITED BALANCE SHEET FOR THE PERIOD ENDED 31ST MARCH, ______, THE PROFIT & LOSS ACCOUNTS AS ON THAT DATE TOGETHER WITH REPORTS OF DIRECTORS AND AUDITORS THEREON.  The Chairman invited the queries on the Audited Annual Accounts of the Company and the Director’s Report and the report of Auditor’s thereon. There being no queries thereafter [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  “RESOLVED THAT the Audited Balance Sheet of the Company as on 31st March, _____ and the Profit & Loss A/c for the year ended as on that date together with the reports of the Board of directors and Auditors’ thereon be and are hereby received, considered and adopted.” ITEM NO. 2. RE-APPOINTMENT OF AUDITORS [Name of the member], Member proposed the resolution and [Name of the member], seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  "RESOLVED THAT pursuant to the provisions of section 224(1) of the Companies Act, 1956, [Name of the Auditors], Chartered Accountants, [Address of the Auditors], the retiring auditors of the company be and are hereby re-appointed as a statutory auditors of the company to hold the office from the conclusion of this meeting until the conclusion of the next annual general meeting at a remuneration as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out of pocket expenses.” ITEM NO. 3. RE-APPOINTMENT OF DIRECTOR  [Name of the member]proposed the resolution and [Name of the member], Member seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  “RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."  ITEM NO. 4. RE-APPOINTMENT OF DIRECTOR [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  “RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."  ITEM NO. 5. RE-APPOINTMENT OF DIRECTOR  [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.  "RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, [Name of the director], who was appointed as an Additional Director of the Company under Section 260 of the Companies Act, 1956 and whose term expires at the ensuing Annual General Meeting of the company  and  for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation.  6. VOTE OF THANKS   There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.       Date:

Minutes of Board Meeting before the Annual General Meeting

Minutes of Board Meeting before the Annual General Meeting

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD ON [DATE]AT [TIME] AT [ADDRESS OF REGISTERED OFFICE]  DIRECTORS PRESENT             [Name of the directors present]  IN ATTENDANE   [Name of the Company Secretary]  CHAIRMAN OF THE MEETING [Name of the Chairman], with the consent of the Board, took the Chair and presided over the meeting. He welcomed all the Directors to the meeting of the Board of Directors. Thereafter, he ascertained the quorum, and declared that the meeting was duly convened and properly constituted and agenda of the meeting was taken up.  LEAVE OF ABSENCE   [Name of the director] expressed his unwillingness to attend the Board Meeting, hence leave of absence was granted to him.  1.TO TAKE NOTE OF THE MINUTES OF THE LAST BOARD MEETING  The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.   2. APROVAL OF THE DRAFT ANNUAL ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31st MARCH _______.  The Chairman informed the Board that Annual Accounts of the Company for the year ended 31st March _________ has been finalized and the same is placed before the Board for their approval. After having approval of the Board of Directors, these accounts were sent to the Auditors of the Company i.e. [Name of the Statutory Auditors], Chartered Accountants for their report. After discussion the following resolution was passed.     “RESOLVED THAT pursuant to the provisions of Section 215 (3) of the Companies Act, 1956 Profit & Loss Account for the year ended 31st March, ________ and the Balance Sheet as at 31st March______ together with Schedules and Notes on Accounts as placed before the Board and initialled by the Chairman for the purpose of identification be and is hereby approved and adopted”  “RESOLVED FURTHER THAT the same be signed by any two directors of the company on behalf of the board of Directors of the Company.”  “RESOLVED FURTHER THAT the same be sent to Auditors for their report thereon.”               3. APPROVAL OF THE AUDITED ANNUAL ACCOUNTS FOR THE YEAR  ENDED 31ST MARCH _______.      The Chairman placed before the board, the Audited profit & Loss account for the year ended 31st March ________ and the balance sheet as at 31st March______. After discussions, the following resolution was passed:  “RESOLVED that the Audited Profit & Loss account for the period ended 31st March 1998 and the Balance Sheet as at 31st March______ as placed before the Board initialled by the Chairman for the purpose of identification be and is hereby approved and the same is recommended to the members for adoption in the forthcoming ensuing Annual General Meeting.”  “RESOLVED FURTHER THAT [Name of the person(s) authorized] be and are hereby  authorized jointly / severally to take such steps as may be necessary in relation to the above and file such documents with the Registrar of Companies, [concerned state].”                   4. APPROVAL OF THE AUDITORS REPORT ON THE ANNUAL ACCOUNTS FOR THE YEAR  ENDED 31STMARCH______.        The Chairman placed before the board, the Auditors Report on the Profit & Loss account for the year ended 31stMarch 1998 and the balance sheet as at 31st March __________. After discussions, the following resolution was passed:  “RESOLVED that the Auditors Report on the Profit & Loss account for the year ended 31st March ________ and the balance sheet as at 31st March________ as placed before the Board and initialled by the Chairman for the purpose of identification be and is hereby approved and the same is recommended to the members for adoption in the forthcoming ensuing Annual General Meeting.”  “RESOLVED FURTHER THAT [Name of the person(s) authorized] be and is hereby authorized to take such steps as may be necessary in relation to the above and file such documents with the Registrar of Companies,[concerned state].”    5. APPROVAL OF THE DRAFT DIRECTORS REPORT FOR THE YEAR ENDING 31ST MARCH_______.  The Chairman Placed before the Board, the draft Directors Report of the Company for the Financial Year ending 31st March_______. The Board considered the same and passed the following resolution:-  “RESOLVED THAT the Directors’ Report of the Company for the Financial year ending 31st March 1998 be and is hereby approved  and [Name of the person(s) authorized] Chairman be and is hereby authorized  in terms of Section 217(4) of the Companies Act, 1956 to sign the same on behalf of Board of Directors of the Company.”  “RESOLVED FURTHER THAT [Name of the person(s) authorized] be and is hereby authorized to take such steps as may be necessary in relation to the above and file such documents with the Registrar of Companies,[concerned state].”    6. APPROVAL FOR THE RE- APPOINTMENT OF STATUTORY AUDITORS.  The Chairman apprised the Board that in terms of Section 224 of The Companies Act, 1956, the Statutory Auditors are to be appointed, subject to the approval of the members in the forthcoming Annual General Meeting for auditing the Annual Accounts of the Company for Financial Year _________-. He further informed that a certificate under Section 224 (1B) of the Companies Act, 1956, has been received from the existing auditors [Name of the Auditors], Chartered Accountants. The Board after taking note of such certificate and the brief discussion passed the following resolution:-  “RESOLVED THAT pursuant to the provisions of Section 224(1) of the Companies Act, 1956 and subject to the approval of the members at the Annual General Meeting of the Company[Name of the Auditors], Chartered Accountants, be and are hereby appointed as the Auditors of the Company to hold office, from the conclusion of ensuing Annual General Meeting to the conclusion of the next Annual General Meeting  of the Company at a remuneration as may be decided by the Board with the mutual consent of the auditors.”  7. REGULARISATION OF MR. AVDHESH MITTAL AS DIRECTOR OF THE COMPANY  director on the Board of the Company, will expire at the ensuing Annual General Meeting. The Board recommended the appointment of [Name of the director] as director of the company to the shareholders of the company by passing the following resolution:  “RESOLVED THAT subject to the approval of shareholders of the company [Name of the director] who has been inducted as additional director of the company by the Board of directors in their meeting held on [date of meeting of appointment] be and is hereby appointed as director of the company not liable to retire by rotation.” 8. APPROVAL OF THE DRAFT NOTICE FOR CALLING OF THE FIRST ANNUAL GENERAL MEETING OF THE COMPANY.  The Chairman apprised the Board that the First Annual General Meeting of the Members of the Company is to be held, and placed before the Board for its approval, the draft text of the notice calling the same along with explanatory statement thereon. After considering the same and after few deliberations the Board passed the following resolution:-  “RESOLVED THAT pursuant to the provisions of Section 166 read with Section 210 of the Companies Act, 1956, the First Annual General Meeting of the Company be held on [Day], the [Date] at [Time] at [Place] the Registered office of the Company to transact the business as given in the draft notice issued for the same as per Section 171 and Section 173 of the Companies Act, 1956.”  “RESOLVED FURTHER THAT [Name of the person(s) authorized]  be and is hereby authorized to sign and issue such notice to the members of the Company and to do all other necessary acts for the conduction of the First Annual General Meeting of the Company.”  9. VOTE OF THANKS   There being no other business to transact, the meeting concluded with a vote of thanks to the chair.       Dated:                                                                                      CHAIRMAN

Minutes of Board Meeting for calling of Extra-Ordinary General Meeting

Minutes of Board Meeting for calling of Extra-Ordinary General Meeting

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [ADDRESS OF REGISTERED OFFICE]  DIRECTORS PRESENT             [Name of the directors present]  IN ATTENDANE   [Name of the Company Secretary]  CHAIRMAN OF THE MEETING [Name of the Chairman], with the consent of the Board, took the Chair and presided over the meeting. He welcomed all the Directors to the meeting of the Board of Directors. Thereafter, he ascertained the quorum, and declared that the meeting was duly convened and properly constituted and agenda of the meeting was taken up.  LEAVE OF ABSENCE   [Name of the director] expressed his unwillingness to attend the Board Meeting, hence leave of absence was granted to him.  1.TO TAKE NOTE OF THE MINUTES OF THE LAST BOARD MEETING  The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.   2. POWER TO BORROW UNDER SECTION 293(1)(d)  The Board of Directors of the Company envisage requirements of funds in future, hence it is proposed to empower and authorize the Board of Directors of the Company to borrow money   from any Bank(s), Financial Institutions (FIs), Bodies Corporate or Business Associates etc., in excess of paid up capital and free reserves of the Company by a sum not exceeding Rs.________ for the purposes of business activities of the Company. The Board discussed the matter of enhancing the borrowing limits and recommend the following resolution for shareholders approval in their general meeting: -  “RESOLVED THAT pursuant to the provisions of Section 293(1)(d) and other applicable provisions, if any, of the Companies Act 1956, the consent of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time as they may think fit, any sum or sums of money not exceeding Rs._______ [In words] [including the money already borrowed by the Company] in Indian Rupees or equivalent thereof in any foreign currency(ies) on such terms and conditions as the Board may deem fit, whether the same may be secured or unsecured and if secured, whether domestic or international, whether by way of mortgage, charge or hypothecation, pledge or otherwise in any way whatsoever, on, over or in any respect of all, or any of the company's assets and effects or properties including stock in trade, notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from the temporary loans obtained from the Company’s Bankers in the ordinary course of business) and remaining un-discharged at any given time, exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is  to say, reserves not set apart for any specific purpose".  "RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter called “the Board” which term shall be deemed to include any Committee thereof, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons) be and is hereby authorized for borrowing from time to time as it may think fit, any sum or sums of money but not exceeding Rs._______ [In words] in Indian Rupees or equivalent thereof in any foreign currency(ies) in aggregate (including the monies already borrowed by the Company) and on such terms and conditions as the Board may deem fit, by way of loans or in any other form whatsoever from, or issue of Bonds and/or Debentures or other Securities whether Convertible into Equity/Preference Shares and/or Securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe to Equity/Preference Shares (hereinafter referred to as “Securities”), to Bank(s), Financial or other Institution(s), Mutual Fund(s), Non-Resident Indians (NRIs), Foreign Institutional Investors (FIIs) or any other person(s), body(ies) corporate, etc., whether shareholder of the Company or not".  "RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matter connected therewith or incidental thereto.” 3. NOTICE FOR CALLING OF AN EXTRA-ORDINARY GENERAL MEETING   The Chairman again explained that in connection with the above said resolutions, it is necessary to convene an Extra Ordinary General Meeting of the Company. A draft of the Notice calling an Extra-ordinary General Meeting was also placed before the Board for its perusal The Board considered the same and following resolution was passed :  “RESOLVED THAT the Extra Ordinary General Meeting of the Company be convened on [Day] the[Date] at [Time] at [Place] the registered office of the Company to consider the matter given in the notice as per draft placed before the meeting". "RESOLVED FURTHER THAT draft notice of Extra Ordinary General meeting as  placed before the Board together with explanatory statement thereto be and is hereby approved and [Name of the person(s) authorized] be and are hereby severally authorized to sign and issue the same to all the shareholders of the Company."  4. VOTE OF THANKS There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.        Date :                                                                                                                               CHAIRMAN

Minutes of First Board Meeting of Private Company

Minutes of First Board Meeting of Private Company

MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [ADDRESS], THE REGISTERED OFFICE OF THE COMPANY DIRECTORS PRESENT  [Name of the Directors]  CHAIRMAN OF THE MEETING [Name of the Chairman] was unanimously elected pro-term Chairman of the Meeting till a permanent Chairman was appointed.  He welcomed the Directors at the First Meeting of the Board of Directors. Thereafter he ascertained the quorum, and taken that the meeting was duly convened and properly constituted and agenda of the meeting was taken up.  1.CERTIFICATE OF INCORPORATION   The Certificate of Incorporation having Registration No. [CIN Number] dated [Date of incorporation]and a copy of Memorandum and Articles of Association registered with the Registrar of Companies[concerned state] were placed before the Board.  The Board noted the same.  2.CONSTITUTION OF THE BOARD  - APPOINTMENT OF FIRST DIRECTORS  The Chairman informed the Board that as per Clause _____ of the Articles of Association of the Company, [Name of First Directors] are being named as first Directors of the Company, constitute the Board of Directors in terms of the provisions of the Companies Act, 1956. The copy of Form No. 32 filed with the Registrar of Companies, [concerned state] was also placed before the Board for perusal. The Board thereafter passed the following resolution:  “RESOLVED THAT pursuant to the Clause 20 of the Articles of Association of the Company and Form No. 32 filed with the Registrar of Companies, [concerned state] [Name of First Directors] constitute the first Directors of the Board of Directors of the Company from the date of incorporation of the Company till the conclusion of the first Annual General Meeting of the Company.”  3.TO TAKE NOTE OF THE DISCLOSURE OF INTEREST UNDER SECTION 299 AND CERTIFICATE UNDER SECTION 274 (1)(g) OF THE COMPANIES ACT, 1956   The Chairman informed the Board that the Company has received the General Notice of disclosure for the Year [Financial year], pursuant to the provisions of Section 299 and certificate under Section - 274(1) (g) of the Companies Act, 1956 from all the directors of the Company. The same was read in the meeting and the Board took note of the same and passed following resolution with unanimous consent:  “RESOLVED THAT notices of interest of directors under section 299 and certificate under Section- 274(1)(g) of the Companies Act, 1956 as submitted by all the directors of the Company for the Financial Year [Financial year] be and are hereby taken on the record.”  4.REGISTERED OFFICE OF THE COMPANY A copy of Form No. 18 relating to the Registered Office of the Company filed with the Registrar of Companies, [concerned state], was placed before the Board. The Board discussed the matter and passed the following resolution:  “RESOLVED THAT the Registered Office of the company be situated at [Address of Registered Office]  "RESOLVED FURTHER THAT a name plate containing Company’s name and address of the Registered Office be affixed at the registered office and that the Company’s name and address of the Registered Office   be mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956.”  5.FIRST AUDITORS  OF THE COMPANY  The Chairman informed the Board that pursuant to Section 224(5) of the Companies Act, 1956, the company is required to appoint Statutory Auditors of the Company. He proposed that [Name of the Statutory Auditors], Chartered Accountants, having its office at [Address of the Office] may be appointed as first Auditors of the company. The Company has received a consent letter from [Name of the Statutory Auditors], Chartered Accountants, to act as Statutory Auditors of the Company and a certificate to the effect that their appointment as an Statutory Auditors, if made would be in accordance with the limit specified in Section 224(IB) of the Companies Act, 1956.The Board noted the same and  after discussion, passed the following resolution unanimously:  “RESOLVED THAT pursuant to section 224(5) of the Companies Act, 1956 [Name of the Statutory Auditors],  Chartered Accountants, having its office at [Address of the Office] be and are hereby appointed as first auditors of the company to hold the office until the conclusion of the first Annual General Meeting.  6. ADOPTION OF COMMON SEAL    The Chairman placed before the Board the proposed Common Seal of the Company for perusal. The Board perused the Common Seal and after discussion passed the following resolution:  “RESOLVED THAT the Seal as produced at this meeting be and is hereby approved and adopted as the Common Seal of the Company and that an impression of same be affixed in the margin of the minutes of this meeting and initialed by the Chairman.     “RESOLVED FURTHER THAT the said Common Seal be kept in the safe custody of Directors of the Company.”   7. FINANCIAL YEAR OF THE COMPANY   The Board discussed the matter of fixing financial year of the Company and passed the following resolution :  “RESOLVED THAT the first “Financial Year” of the Company be the period  starting from the  date of incorporation of the Company viz [First Financial year] both days inclusive, and the first statement of accounts of the company shall relate to the same period.  “RESOLVED THAT the second and subsequent “Financial Year” of the company be the period from 1st April to 31st March, in each year unless decided otherwise.”  8.SUBSCRIBERS TO THE MEMORANDUM  The Board was informed that following subscribers have agreed to subscribe to the equity shares of the company as per following details:  Sr.No. Name of Subscribers Numbers of equity shares subscribed             It was informed that the company is yet to receive share application money from the subscribers.The Board suggested that the subscribers may be approached for the subscription money and capital of the company be made fully paid up.    9. PRELIMINARY EXPENSES    The Chairman placed before the Board, a statement of preliminary expenses incurred in connection with the incorporation of the company and printing of Memorandum and Articles of Association  of the Company and other  expenses related thereto. It was pointed out that the total preliminary expenses amounting to Rs.___________ ­­­­­­­­­­­­­­­­­­­­ have so for been incurred. The Board discussed the matter whereupon, following resolution was passed :  “RESOLVED THAT the preliminary expenses amounting to Rs. ________ [In words] expended in connection with the incorporation/registration of the Company as per the statement placed before the meeting be and is hereby approved.  “RESOLVED FURTHER THAT the amount of preliminary expenses incurred by the Promoters in connection with the incorporation/registration of the Company be paid to them.”  10. DIRECTORS FEE  The Chairman placed before the Board the matter regarding payment of fee to Directors for attending the meeting of the Board of Directors. The Board discussed  the matter in detail and decided that no fee, traveling or such other expenses shall be paid  to any Directors for attending  the meeting of the Board of Directors for the time being. Thereafter the Board passed the following resolution:  “RESOLVED THAT no fee, travelling or such expenses shall be paid to any Director for attending the meeting of the Board of Directors or of a Sub-committee thereof, till such time the Board determines otherwise.”  11. VOTE OF THANKS   There being no other business to transact, the meeting concluded with a vote of thanks to the chair.       Dated :                                                                                                                                CHAIRMAN

Board Resolution - Alteration in Articles of Association of the Company

Board Resolution - Alteration in Articles of Association of the Company

TYPE OF MEETING BOARD MEETING TYPE OF RESOLUTION SIMPLE MAJORITY CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME) “RESOLVED THAT pursuant to Section 31 and other applicable provisions, if any, of the Companies Act, 1956, or subject to such modification and re-enactment thereof and subject to the approval of shareholders in general meeting, new set of altered articles of association as tabled before the Meeting be and is hereby read and adopted.  "RESOLVED FURTHER THAT [Name of the director], Director of the company  be and is hereby authorized to make necessary filings with the statutory authorities, including but not limiting to the Registrar of Companies and to take necessary action in this regard.”

Board Resolution - [For getting of Import - Export Number

Board Resolution - [For getting of Import - Export Number Number]

TYPE OF MEETING BOARD MEETING TYPE OF RESOLUTION SIMPLE MAJORITY CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME) The Chairman informed the Board that the company needs to apply for import –Export Code number with the respective authority. He further informed that for this purpose it is necessary to authorise(Name of the person(s) authorized) of the company who will sign and execute the necessary paper required for the above purpose.  The board considered the same and passed the following resolution:  “RESOLVED THAT (Name of the person(s) authorized) director be and is hereby authorised to apply for Importer-Exporter Code Number to the Joint Director of Foreign Trade (DGFT) and to do all such acts, deeds and things and to sign all such papers and documents as may be necessary in this connection.”