MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF (Name of the

Company) HELD ON (Date of the Meeting) AT (Time of the meeting) AT THE REGISTERED
OFFICE OF THE COMPANY.

PRESENT:

1.
2.

1. Appointment of Chairman.

Mr. ___________, Director/Managing Director was appointed as the Chairman of the meeting
and the Board and it was unanimously.

“RESOLVED that Mr. _ ______________ be and is hereby appointed as the Chairman of the
Board.”

Mr. ___________________ occupied the chair, welcomed the other director on the Board and
conducted the proceedings after confirming the quorum.

2. Certificate of Incorporation of the Company

The Certificate of Incorporation bearing No.(CIN Number-Last 6 digits prefixing state code 01 for
AP) of (Financial year of Incorporation), dated (Date of Incorporation) issued by the Registrar of
Companies; Andhra Pradesh was placed on the table and duly recorded.

3. Appointment of First Directors

The meeting took note of the first Directors named in the Articles of Association of the Company.
It was noted that Form No 32 had already been filed with the Registrar of Companies.

4. Memorandum and Articles of Association

A printed copy of the Memorandum and Articles of Association of the Company, as registered
with the Registrar of Companies, was placed before the Board and recorded.

5. First Members

Pursuant to Section 41 of the Companies Act, 1956, subscribers to the Memorandum of the
Company shall be deemed to have agreed to become members of the Company, therefore, it
was:

“RESOLVED THAT the names and other particulars of the following subscribers to the
Memorandum of Association be entered into the Register of Members”

Sl No Name of the Subscriber No of shares

Allotted.
1 (Name of the Subscribers) (No. of Shares)
2
Total

FURTHER RESOLVED THAT (No. of Shares) fully paid up Equity Shares of Rs. 10 each of the
Company be issued to the said allotees and entries be made in the Register of Members.
FURTHER RESOLVED THAT Mr. _____________ and Mr. ____________, the Directors of the
Company be and are hereby authorised to sign Share Certificates for and on behalf of the Board
of Directors of the Company and the Common Seal of the Company be affixed in presence of the
two Directors of the Company”.

6. Fixation of Financial year of the company

The Chairman placed before the Board his suggestion for fixing the financial year of the
Company. The Board considered the same and it was;

“RESOLVED THAT the financial year of the Company be and is hereby fixed so as to start from
the first day of April each year and end on the 31st day of March next year”.

“RESOLVED FURTHER THAT the first Accounts of the Company be prepared for the period
(From Date to To date).

7. Situation of Registered office of the Company

It was noted that the registered office of the company be located at (Address of Registered Office
of the Company) and that the necessary intimation of which had already been filed with the
Registrar of Companies, AP, Hyderabad.

8. Disclosure of Interest

The Board noted general disclosures of interest pursuant to Section 299 of the Companies Act,
1956, made by the Directors. It was observed by the Board that all the Directors have
complied with the said section.

9. Appointment of Auditors

Pursuant to section 224(5) of the Companies Act, 1956, the first Auditors of the Company will
have to be appointed by the Board, within one month from the date of incorporation. (Name of the
Auditor in Brief) have consented to act as the Auditors of the Company, confirming that their
appointment, if any, would be in order under the Companies Act, 1956.

"RESOLVED THAT pursuant to the Articles of Association of the Company, (Name of the Auditor
in Brief), be and are hereby appointed as first auditors of the company, to hold office up to the
conclusion of the first annual general meeting at a remuneration to be determined by the Board"

10. Adoption of Common Seal

The artwork of the common seal was produced before the Board and the following resolution was
passed for adoption of common seal

“RESOLVED THAT a Common Seal of the Company made as per the artwork is placed before
the Board and is hereby approved that an impression of such Common Seal be affixed in the
margin of these minutes.”

11. Incorporation/Preliminary Expenses

A statement giving details of expenses incurred by the promoters in connection with the
incorporation of the Company was placed before the meeting. Thereafter the following resolution
was passed:
“RESOLVED THAT expenses incurred by the promoters in connection with the incorporation of
the Company as per the statement submitted to this meeting be and are hereby approved”.

12. Directors Fees

The Board discussed about the sitting fees payable to the Directors of the Company. It was;

“RESOLVED THAT no sitting fees be paid to the Directors of the Company for attending the
meetings of the Board of Directors of the Company or any Committee thereof”

13. Maintaining Minutes in Loose leaf Forms

It was felt desirable and convenient for neat and expeditious recording of the minutes of the
Committee Meetings, Board Meetings and General Meetings in loose-leaf forms provided the
Company takes appropriate safeguards against manipulation or interpolation of minutes. After
due discussions, it was -

“RESOLVED THAT the Minutes of the meetings of the Board of Directors, of its Committee and
of General Meetings of the Company be maintained in loose-leaf type written or computer printed
forms provided that all the procedural requirements of the Companies Act, 1956 are complied
with and at the same time all possible safe-guards are taken against manipulation and
interpolation of the Minutes and further that such loose leaf Minutes be bound into books at
regular intervals."

14. Share Certificate - Printing

Following resolution was then passed for printing of share certificates. Specimen share
certificates were tabled:

“RESOLVED THAT Share Certificates be prepared as per the specimen placed before the Board
and that as and when the share certificates are issued, the same be serially numbered.”

15. Filing of forms under e-filing

The Board was informed that filing of various forms/returns/applications etc., under the
Companies Act, 1956 are now done by way of e-filing. Such forms, applications etc., are to be
digitally signed by the Directors/Managing Director of the Company and also contains declaration
to be made by the signatory to the effect that he/she has been authorized by a resolution of the
Board of Directors of the Company and the date of such resolution is to be specified. It was
therefore suggested that an appropriate resolution be passed for the purpose. Following
resolution was then passed:

“RESOLVED THAT various forms/returns/applications, submissions etc., required to be

filed/submitted with the concerned authorities such as Registrar of Companies, Regional Director,
Ministry of Company Affairs, etc., under the Companies Act, 1956 and the rules and regulations
there under, be signed by any person holding office as Director, Managing Director, of the
Company from time to time and that they are hereby authorized to do so and submit such
forms/returns/applications/submissions etc., to the concerned authorities”
16. Opening of Bank Account

The Board was informed that, a Banking account in the name of the Company to be opened with
(Name of the Bank with Address) for effective day to day business operations of the company
and after due deliberation it was:

RESOLVED THAT a Banking Account in the name of the Company be opened with (Name of the
Bank with Address) and that the said Bank be and is hereby authorised to honor cheques, Bill of
Exchange and Promissory Notes drawn, accepted or made on behalf of the Company by
Mr._______________ Managing Director and/or Mr. ___________________, Director of the
Company and to act on any instructions so given relating to the Account, whether the same be
overdrawn or not, or relating to the transactions of the Company.”

17. Next meeting of the Board of directors

Mr. __________________ was authorised to decide date, venue and time of the next meeting.

There being no other business to be transacted the meeting terminated with a vote of thanks to
the Chairman.

Place:
Date:
CHAIRMAN