Monday, 21 March 2016

ISCA Batch details - Hyderabad


CA final update :
Dear friends, 
Upcoming details of ISCA Crash & Regular batch is attached .
Kindly share !!



Thursday, 17 March 2016

FORMAT OF MINUTES OF FIRST BOARD MEETING AS PER COMPANIES ACT, 2013


FORMAT OF MINUTES OF FIRST BOARD MEETING AS PER COMPANIES ACT, 2013

[NAME OF THE COMPANY]

MINUTES OF THE [SERIAL NUMBER] MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON [DAY][DATE] AT [START TIME] AT [ADDRESS].

Time of commencement: [Start Time]
Time of conclusion: [End Time]

DIRECTORS PRESENT:

[Name of the Chairman]                         [Designation]
[Name of the Directors]                          [Designation]     [In alphabetical order]
[Name of the Directors]                          [Designation]

INVITEES

[Name of the invitees]                            [Designation]     [If any]

1.1 CHAIRMAN

The Board considered the requirement to appoint Chairman of the Board to conduct the proceeding of the Board Meetings of the Company.  [Name of the Director] Director proposed name of [Name of the Proposed Chairman] and [Name of the Director], Director seconded the same and following resolution was passed by the Board.

RESOLVED THAT pursuant to Article [Article Number] of Articles of Association of the Company[Name of Chairperson] be and hereby appointed as Chairman of the Board of Directors with immediate effect.”

Thereafter [Name of the director appointed as Chairman] took the Chair and presided over the meeting. The Chairman commenced the meeting and extended welcome to all the Directors and Special invitees present at the Meeting.
After ascertaining that the physical quorum for the meeting was present, the agenda items were taken up for consideration:
1.2 LEAVE OF ABSENSE

Leave of absence was granted to [Name of the Director(s)] who informed his /her/ their inability to attend the meeting due to pre-occupation.
OR
All the directors were present in the meeting.





1.3 CERTIFICATE OF INCORPORATION
The Certificate of Incorporation No. [CIN Number] dated [Date of Incorporation] and a copy of Memorandum and Articles of Association registered with the Registrar of Companies [Jurisdiction]were placed before the Board. The Board noted the same.

1.4 MEMORANDUM AND ARTICLE OF ASSOCIATION
A copy of the approved Memorandum and Article of Association of the Company as registered with Registrar of Companies, [Jurisdiction], was placed before the Board. The Board took note of the same.

1.5  REGISTERED OFFICE OF THE COMPANY
A copy of Form No. INC-22 relating to the Registered Office of the Company filed with the Registrar of Companies, [Jurisdiction], was placed before the Board. The Board noted that the registered office of the Company is situated at [Address of Registered office].
The Chairman apprised that as per Section 12 of the Companies Act, 2013, a name plate containing Company’s name and address of the Registered Office be affixed at the registered office and outside of every office or place in which its business is carried on, 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. The Board took note of the same.

1.6  APPOINTMENT OF FIRST DIRECTORS
The Board was informed that the persons named in Article [Article Number] of the Articles of Association of the Company, as Directors, were appointed as the First Directors of the Company.
The Board discussed the matter and passed the following resolution unanimously:
“RESOLVED THAT pursuant to Article [Article Number] of the Articles of Association of the Company and Form DIR-12 filed with the Registrar of Companies, [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.”

1.7 AUTHORIZATION FOR FILING OF E-FORMS WITH MCA

The Board considered the need to authorize the Directors/officers of the Company for various filings under the Companies Act and passed the following resolution unanimously.

“RESOLVED THAT [Name of the person(s) authorized] of the Company be and is hereby authorized to sign and submit various forms, returns, documents, papers, letters, undertakings, clarifications etc. as may be required to be submitted in connection with the Company under the provisions of the Companies Act 1956/2013 as applicable or other enactments and Rules made thereunder as amended from time to time, with the Registrar of Companies, Ministry of Corporate Affairs and other Government Authorities and to do all such acts, deeds, matters and things as may be required in this regard in the manner as thought fit and in the best interest of the Company.

RESOLVED FURTHER THAT [Name of the person(s) authorized] of the Company, be and is hereby authorized to appear before ROC, MCA or any other government authority, statutory body, establishment etc. in connection with the aforesaid matters.
RESOLVED FURTHER THAT a certified copy of this resolution may be furnished to the concerned Authority, for giving effect to this resolution, under the hands of any Director of the Company.”

1.8 TO TAKE NOTE OF GENERAL NOTICES OF DISCLOSURES AS RECEIVED FROM DIRECTORS UNDER SECTION 184 OF THE COMPANIES ACT, 2013
The Chairman informed the board that the Company has received general notice of disclosure of interest in Form MBP-1 from [Name of First Directors], First Directors of the Company, under Section 184 of the Companies Act, 2013.

The Board considered the same and passed the following resolution unanimously:

“RESOLVED THAT pursuant to the provisions of Section 184 of the Companies Act 2013 (as amended or re-enacted from time to time) read with rule 9 of the Companies (Meeting of Board and its Powers) Rules, 2014, the disclosure of interest in Form MBP-1 as submitted by [Name of First Directors], Directors of the Company and read out at this meeting be and are hereby taken on record.
RESOLVED FURTHER THAT same be recorded in the Statutory Registers of the Company”

1.9 TO TAKE NOTE ON THE CONFIRMATIONS RECEIVED FROM DIRECTORS

The Chairman informed the board that the Company has received confirmations in Form DIR-8 from [Name of First Directors], First Directors of the Company. The Board noted that none of the Directors were disqualified as per the provisions of Companies Act, 2013.

The Board considered the same and passed the following resolution unanimously:

"RESOLVED THAT confirmations in Form DIR-8 under section 164(2) of the Company Act 2013 as submitted by [Name of First Directors], Directors of the Company, be and are hereby taken on record”.

1.10 ADOPTION OF COMMON SEAL [OPTIONAL]
The Chairman placed before the Board the facsimile of Common Seal of the Company for its approval.
The Board discussed the matter and passed the following resolution unanimously.
“RESOLVED THAT pursuant to the provisions of Section 9 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to Articles of Association, the Common Seal as per impression affixed in the margin of the Minutes Book of the Company and duly initialled by the Chairman be and is hereby approved and adopted as the Common Seal of the Company and the same be kept in the safe custody of [Name of the Director], Director of the Company.”



1.11 APPOINTMENT OF FIRST AUDITOR OF THE COMPANY
The Chairman apprised the Board that pursuant to the provisions of Section 139(6) and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force), a Company is required to appoint the First Auditors within one month of the date of registration of the Company.

He further informed that the Company approached [Name of Statutory Auditors] to act as First Auditors of the Company, therefore, he placed before the Board the consent letter dated [Date],received from [Name of Statutory Auditors], Chartered Accountants, having FRN No. [Firm Registration No] based at [Address of Statutory Auditors] intimating that their appointment, if made, would be within the limit specified in Section 139 of the Companies Act, 2013

The Board discussed the matter and passed the following resolution unanimously:
“RESOLVED THAT pursuant to the provisions of the Section 139 and other provisions applicable, if any, of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014,[Name of Statutory Auditors], Chartered Accountants, having FRN No. [Firm Registration No]based at [Address of Statutory Auditors] from whom a written consent to act as first Auditor along with certificate pursuant to section 139(1) of the Companies Act, 2013, has been received, 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 such remuneration as may be agreed between the Board and the said Auditors.
RESOLVED FURTHER THAT [Name of the Directors], Directors of the Company be and is hereby severally authorized file the necessary form with Registrar of Companies and to intimate the Auditors of their Appointment and to do all other acts, deeds, things which are necessary to give effect to the same.”

1.12 SUBSCRIBERS TO THE MEMORANDUM
The Chairman informed that following subscribers have agreed to subscribe to the equity shares of the company as per following details:
Sr. No.
Name of Subscribers
No. of equity share subscribed

It was informed that the company has received share application money from the subscribers.

1.13 ALLOTMENT OF EQUITY SHARES AND ISSUE OF SHARE CERTIFICATES

The Chairman informed that the Company has received the subscription money from the subscribers of the Memorandum of Association in respect of Equity Shares held by them. He further informed that the Company has to make an allotment of shares to them and their names are to be entered in the register of members as shareholders of the company.
The Board considered the same and passed the following resolution unanimously:

“RESOLVED THAT consequent upon the subscription money received by the company, the consent of the Board be and is hereby accorded to register/enter the name of the subscribers to the Memorandum of Association of the Company as Shareholders in the register of members of the Company in respect of Equity Share for which the subscribers have paid [Face Value] per share as Share Application Money towards the shares, and be allotted shares as detailed below:
Name of Shareholders
No. of Equity Shares of Rs. ___ each.
Folio No.
Certificate No.
Distinctive No.
From
To
TOTAL

RESOLVED FURTHER THAT the share Certificates be issued in the name of the aforesaid subscribers for respective shares subscribed by them and that the same be signed by [Name of WTD/MD/Director], Whole Time Director / Managing Director / Director and [Name of Director], Director and countersigned by [Name of Authorized Signatory]Authorised Signatory of the Company and that the Common Seal of the Company be affixed on the Share Certificates in their presence.”

1.14 OPENING OF CURENT BANK ACCOUNT OF THE COMPANY
The Chairman informed the Board that for the day to day operations of the Company, it was proposed to open a new Bank account with [Name of the Bank], at [Branch Address].
The Board considered the same and passed the following resolution unanimously:
“RESOLVED THAT a Current Bank Account of the Company be opened with [Name of the Bank]at [Branch Address] (“the said Bank”).

"RESOLVED FURTHER THAT the said Bank be and is hereby authorized to honour all cheques, drafts, bills of exchange, promissory notes, acceptances, negotiable instruments, deposits, receipts and orders accepted or made on behalf of the Company by the following authorized signatories in the manner and mode of operation specified herein below and to act upon any instructions so given relating to the transactions of the Company:

Level
Authorized Signatories and Mode of Operation
Limit per transaction









RESOLVED FURTHER THAT the above mentioned signatories be and are hereby authorized to sign and execute all such papers, documents, deeds, agreements,  undertakings, declarations, acknowledgements, confirmation of all debts, securities etc. and to do all such acts, deeds and things as may be deemed necessary and expedient in this regard.

RESOLVED FURTHER THAT if required, the Common Seal of the Company be affixed as per the Articles of Association of the Company.

RESOLVED FURTHER THAT a certified copy of this resolution may be furnished to the concerned person, for giving effect to this resolution, under the hands of any Director / Company Secretary of the Company.”
1.15 FIXATION OF FINANCIAL YEAR OF THE COMPANY
The Chairman apprised the Board that the Company was required to fix a financial year for preparation of Annual Financial Accounts of the Company. The Board noted the requirement of section 2(41)  of the Companies Act, 2013 in relation to fixation of financial year and passed the following resolution unanimously:
 “RESOLVED THAT the First Financial Year of the Company shall be the period from the date of incorporation of the Company, viz. [Date of Incorporation] to [March 31__] both days inclusive and subsequently Financial Year of the Company shall be a period of twelve months commencing on April 1 and ending on March 31 every year.”

1.16 APPROVAL OF PRELIMINARY EXPENSES
The Chairman placed before the Board a Statement of Preliminary Expenses incurred in the Incorporation of the Company and other Legal Expenses. He further requested the members to approve the same and authorize the reimbursement/payment thereof.

After due deliberations, the Board passed the following resolution unanimously:

RESOLVED that consent of the Board be and is hereby accorded to approve the following Preliminary Expenses and other Legal expenditures incurred by [Name of the Subscriber(s)],subscriber (s) of the Memorandum of Association, in the Incorporation of the Company:

S. No.
Particulars
Amount (Rs)
Already Incurred
1.
Name Availability Charges
2.
Stamp Papers
3.
Filing Fee paid to Registrar of Companies including Stamping of Memorandum & Articles of Association
4.
Professional Charges
5
Other incidental expenses
SUB TOTAL

“RESOLVED FURTHER THAT [Name of the Directors], Directors of the Company be and are hereby severally authorized to remit the aforesaid preliminary expenditures incurred by [Name of the subscriber(s)].”

1.17 DIRECTORS’ SITTING FEE
The Chairman placed before the Board the matter regarding payment of sitting fee to Directors for attending the meeting of the Board of Directors and its committees.
The Board expressed that Company was recently incorporated and was yet to start its business. In view of same, it was proposed 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 unanimously:
RESOLVED THAT no fee, traveling 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.”

1.18 VOTE OF THANKS
There being no other business to be transacted, the meeting concluded with a vote of thanks to the Chair
.
                                    (Signature)
                                                      ________________________
                                          [Name of Chairman]
                                                 (Chairman)   
Date:
Place:

Cheers,
Praveen.