Minutes of the first meeting of the Board of Directors

Minutes of the first meeting of the Board of Directors

[NAME OF THE COMPANY] PRIVATE LIMITED
CIN: [Company's CIN]
Registered office: [Company's registered office address]

MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS
held on [Day], [DD.MM.YYYY] at [Meeting start time]
at [Venue — the registered office / through video conferencing from the registered office as the deemed venue]

DIRECTORS PRESENT
1. [Director 1: name], DIN [Director 1: DIN] — in person
2. [Director 2: name], DIN [Director 2: DIN] — [in person / through video conferencing]

IN ATTENDANCE
[Name of the professional attending by invitation], [Chartered Accountant / Company Secretary in Practice], by invitation.

The Chairman ascertained that the quorum required under section 174(1) of the Companies Act, 2013 was present and remained present throughout the Meeting. Where any Director participated through video conferencing, the Chairman took a roll call, confirmed that each such Director could hear and be heard and could view the documents placed before the Meeting, and recorded that the proceedings were duly recorded and preserved in accordance with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014.

1. ELECTION OF CHAIRMAN OF THE MEETING

The Meeting being the first Meeting of the Board, and no Chairman having been appointed by the Articles of Association, it was proposed that [Name of the director who takes the chair] do take the chair. On the proposal being unanimously agreed to, the following resolution was passed:

“RESOLVED THAT [Name of the director who takes the chair], Director, be and is hereby elected as the Chairman of this Meeting, and that he be and is hereby requested to conduct the proceedings of this Meeting.”

[Name of the director who takes the chair] took the chair and welcomed the Directors to the first Meeting of the Board.

2. LEAVE OF ABSENCE

Leave of absence was granted to [Name / “no Director having sought leave of absence, this item was not taken up”].

3. CERTIFICATE OF INCORPORATION, MEMORANDUM AND ARTICLES

The Chairman placed before the Board the Certificate of Incorporation bearing Corporate Identity Number [CIN] issued by the Registrar of Companies, [Jurisdiction], on [Date of Certificate of Incorporation], together with the Memorandum of Association and the Articles of Association of the Company as registered. The Board noted the Permanent Account Number [PAN] and the Tax Deduction and Collection Account Number [TAN] allotted to the Company and endorsed on the said Certificate. The Board passed the following resolution:

“RESOLVED THAT the Certificate of Incorporation dated [Date of Certificate of Incorporation] bearing Corporate Identity Number [CIN], together with the Memorandum of Association and the Articles of Association of the Company as registered by the Registrar of Companies, [Jurisdiction], be and are hereby taken on record, and that a certified copy thereof be kept at the registered office of the Company.”

4. FIRST DIRECTORS OF THE COMPANY

The Board noted that, in terms of the Articles of Association, the following persons are the first Directors of the Company and hold office as such with effect from the date of incorporation:

[Director 1: name] — DIN [Director 1: DIN] — appointed [Director 1: date of appointment]
[Director 2: name] — DIN [Director 2: DIN] — appointed [Director 2: date of appointment]

The consent of each of them to act as Director in Form DIR-2, and the declaration of each of them in Form DIR-8 that he is not disqualified from being appointed as a director under section 164 of the Companies Act, 2013, were placed before the Board and taken on record. The Board noted that at least one of the Directors satisfies the residency requirement of section 149(3) of the Act.

5. DISCLOSURE OF INTEREST BY DIRECTORS