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