Annex

SPECIMEN MINUTES

M. 1. MINUTES OF THE BOARD MEETING

Minutes of the first Meeting of the Board of Directors held at on

day, the 20... at [P.M.]

Ltd.
PRESENT

IN ATTENDANCE

1. Chairman of the Mr. was unanimously elected Chairman of

Meeting the meeting.
2. Certificate of The Certificate of incorporation
incorporation dated and a copy of the Memorandum and
Articles of Association was placed before the
meeting.
3. Appointment of the Resolved that Mr. be and is hereby
Chairman of the appointed Chairman of the Board of Directors of
Board the Company.
Mr. , being interested in this item of Agenda,
neither participated in the discussion nor voted.
4. Appointment of Resolved that Mr. who is a company
Secretary secretary within the meaning of the Company
Secretaries Act, 1980, being a fellow member of
the Institute of Company Secretaries of India, be
and is hereby appointed Secretary of the
Company at a remuneration of Rs. per
month to perform all such duties as may be
performed by a Secretary under the Companies
Act, 1956, or any other ministerial or
administrative duties that may be assigned by
the Board of Directors from time to time.
Resolved Further that Mr. Director be and is
hereby authorised to file Form No. 32 in this
regard within the prescribed period of 30 days.
5. Appointment of The Chairman placed before the meeting a letter
Auditors dated 20 received by the Company from
Messrs , Chartered Accountants,
attaching therewith a certificate to the effect
that in case of their appointment as Auditors of
the Company for the year ending 20 , if
made, shall be in accordance with the
prescribed conditions and the same would be in
accordance with the limits specified in section
224(1B) of the Companies Act, 1956. The Board
noted the same and it was then,
RESOLVED that Messrs 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 Rs.
6. Adoption of Common The common seal of the Company was produced
Seal to the meeting and it was resolved that the 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 two keys of
the box in which seal is contained be placed as
to one in the custody of the Secretary and as to
another in the custody of the Chairman.
7. Situation of The Board noted that the registered office of the
Registered Office of company is situated at 20, Institutional Area,
the Company Lodi Road, New Delhi - 110003 and that notice
of situation of the registered office had already
been filed in Form No. 18 with the Registrar of
Companies at the time of registration of the
company itself.
The Board also noted the compliance of section
147 about the publication of the name and
address of its registered office in all its business
letters, official publications, etc.
8. Bank Account Resolved that banking account for the Company
be opened with the Bank at their (state
the 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
countersigned by the Secretary and to act upon
any instruction so given relating to the account
whether the same is overdrawn or not, or
relating to the transactions of the Company; and
that 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.
9. Subscribers to It was reported that the Company has received
Memorandum to be from the Subscribers to the Memorandum of
recorded as Association payment in full in respect of equity
Members of the shares taken by them. It was then resolved that
Company and share the names of the signatories to the
certificates to be memorandum of association be placed on the
issued Register of Members for the equity shares which
they have agreed to take as per details below :
Name of subscriber No. & distinctive No. of
shares

“Resolved that share certificates, after they are

printed, be issued to the subscribers of the
Memorandum of Association under the
signatures of Mr. A and Mr. B Directors and the
Common Seal of the Company be affixed in the
presence of Mr. E, Company Secretary.
The Chairman placed on the table a specimen of
the Share Certificate Form which was approved
by the Directors present.
Mr. E, the Company Secretary was authorised to
get 10,000 share certificates printed for the
equity shares of the company.
10. Approval of Resolved that the preliminary expenses
statement of amounting to Rs. incurred by the promoters
preliminary expenses in connection with incorporation of the Company
incurred by as per the statement submitted to this meeting
promoters be and are hereby approved.

11. Disclosure of interest General disclosures of interest made by the

directors were read.
12. Books and Registers The Secretary was authorised to purchase
books, registers and stationery necessary for the
Company’s business.
13. Management of The Board noted that the Articles of Association
company provide that the company’s affairs shall be
vested in the Board of Directors and the Board
was authorised to appoint managerial personnel
including a Managing Director, from time-to-
time, and after deliberation, the following
resolution was passed unanimously:-
“Resolved that pursuant to the provisions of
sections 198, 269, 309 and other applicable
provisions, if any, of the Companies Act, 1956
and Schedule XIII thereof and subject to the
approval of the company in general meeting,
approval of the Board be and is hereby accorded
to the appointment of Shri , who is already
a Director on the Board as Managing Director of
the Companym, for a period of three years with
effect from
Shri ‘X’ being interested in this item of agenda,
did neither participate in the discussion nor
voted.
The Board decided that general meeting of the
company at be held at the registered office of
the company at on Monday, the 3rd
November, 2005 at 11.00 A.M. Approval of the
shareholders by a resolution be obtained to the
appointment of Mr. as
Managing Director of the company, at the
general meeting as required under Schedule XIII
of the Companies Act, 1956 and Mr.
secretary be and is hereby authorized to take
further action is this regard including filing of
Form No. 32 with the Registrar of companies.
14. Vote of thanks There being no other business the meeting
terminated with a vote of thanks to the Chair.