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MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF _____________________________HELD AT (address)____________________, ON(date) , AT (time) PRESENT: CHAIRMAN: Mr.

______ took the Chair and conducted proceedings of the meeting. 1. CERTIFICATE OF INCORPORATION: The original Certificate of Incorporation No. _____________dated_________ issued by the Registrar of Companies, Maharashtra, was tabled and noted. (same point for certificate of commencement if already obtained) 2. FILING OF CONSENT BY DIRECTORS: It was reported that all the Directors present, being the persons named in the Articles of Association as the First Directors of the Company, had signed the consent to act as Directors and these consents had been filed with the Registrar of Companies alongwith Form No. 32, copies of the same were placed before the meeting. 3. SITUATION OF REGISTERED OFFICE OF THE COMPANY: The Board noted that the Registered Office of the Company would be situated at __________________________and that necessary forms had been filed with the Registrar of Companies, in this regard. 4. APPOINTMENT OF AUDITORS: The Chairman placed before the meeting a letter dated ________ received by the Company from __________, Chartered Accountants, intimating that in case of their appointment as auditors of the Company the same would be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956. The Board, after discussion, passed the following resolution:"RESOLVED THAT Messrs._____________, Chartered Accountants, be and are hereby appointed as Auditors of the Company, from the date of incorporation of the Company, viz. (directors)

___________till the conclusion of the First Annual General Meeting at remuneration to be agreed upon." 5. ADOPTION OF THE COMMON SEAL OF THE COMPANY: The Common Seal of the Company was produced at the meeting and the following resolution was passed: "RESOLVED THAT the Common Seal, impression whereof is made on these minutes below and duly initialed 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." 6. PRINTING OF SHARE CERTIFICATES: The following Resolution was passed: RESOLVED THAT( no.inwords & fig.) Share Certificates of the Company be got printed and consecutively numbered from 1 to 2. RESOLVED FURTHER THAT all blank forms and facsimiles relating to the printing of the said share certificates, if any, be kept in the safe custody." 7. ISSUE OF SHARE CERTIFICATES: The following resolutions were passed: RESOLVED THAT the particulars of the signatories to the Memorandum of Association be recorded in the Register of members in respect of the equity shares for which they had agreed to take as per details below: Name Subscribers of Distinctive Number Certificate Number

RESOLVED FURTHER THAT the Directors be and are hereby authorized to issue share certificates to the subscribers in respect of the shares taken by them as aforesaid in accordance with the Companies (Issue of Share Certificates) Rules, 1960 under the Common Seal of the Company to be affixed thereto in the presence of two Directors of the Company and an authorized representative who shall sign the same in token thereof.

RESOLVED FURTHER THAT Mr. (sec)_______be and is hereby authorized to sign the share certificates of the Company as authorized representative. 8. OPENING OF A CURRENT ACCOUNT WITH IDBI BANK: The Board was informed that a bank account in the name of the Company be opened with _____ Bank Limited for carrying out the day-to-day business activities. Accordingly, the following resolution was passed: RESOLVED: a. THAT a Current Account in the name and style name of the com (hereinafter referred to as the Company), be opened with IDBI Bank Limited, Mumbai. b. THAT the Bank be instructed to honour all Cheques, Bills of Exchange, Promissory Notes or other orders which may be drawn by and all bills which may be accepted on behalf of the Company whether such account be in credit or overdrawn and to accept and act upon such instructions for moneys deposited with or owing by the Bank on any account or accounts at any time or times kept or to be kept in the name of the Company, provided that such Cheques, Bills of Exchange, Promissory Notes, and receipts for money as aforesaid are signed by any one of the following Directors, viz., (i) Mr. ________ (ii) Mr.______________ and such signatures shall be sufficient authority and shall bind the Company in all transactions between the Bank and the Company. c. THAT the Bank be furnished, from time to time, with a copy of the Memorandum and Articles of Association of the Company, copies of resolutions that may be passed hereafter and also with lists of names and specimens of the signatures of the Directors, Manager, Secretary, and of any other person(s) authorized to sign on behalf of the Company, and be from time to time informed by notice in writing under the hand of the Directors, singly, of any changes which may take place therein, and be entitled to act upon any such notice until the receipt of further notice under the hand of any one of the Directors. d. THAT the copy of any Resolution of the meeting of the Directors if purporting to be certified as correct by any one of the Directors shall as between the Bank and the Company be conclusive evidence of the passing of the Resolution so certified.

e. THAT any one of the Directors be and is hereby authorized to execute the required documents for and on behalf of the Company for the purpose of opening the said Bank account. f. THAT the foregoing Resolutions be communicated to the Bank and remain in force until notice in writing be given to the Bank by any one of the Directors of the Company. 9. APPROVAL OF FINANCIAL YEAR: The following Resolution was passed: RESOLVED THAT the financial year of the Company will be from 1st April to 31st March every year and that the first accounting period of the Company shall be from the date of Incorporation, i.e. 27 th December, 2006 to 31st March, 2008. 10. APPROVAL OF PRELIMINARY EXPENSES INCURRED: The following Resolution was passed: RESOLVED THAT the preliminary expenses amount to Rs.______/- incurred in connection with the incorporation of the Company as per the Statement submitted to this meeting be and are hereby approved. 11. AUTHORITY FOR SIGNING VARIOUS FORMS, DECLARATIONS, ETC. WITH REGISTRAR OF COMPANIES: As required by the MCA-21 initiative of Ministry of Company Affairs it was decided to authorize the Directors, Manager, Company Secretary, if any, or any other person authorised by such persons to sign various forms required to be filed with Registrar of Companies. Accordingly, the following resolution was passed. RESOLVED THAT all the Directors and Manager, Company Secretary of the Company, if any, or any other person authorized by the Director, Manager, Company Secretary, be and are hereby severally empowered and authorized to sign such electronic forms/documents/returns or other forms, as have been or may be notified by the Ministry of Company Affairs as authorized signatories for and on behalf of the Company, by affixation of Digital Signatures or otherwise and to comply with all such formalities and take such steps as may be required in the context of implementation and adoption of project MCA 21 or any other similar project or

directions stipulated by the Ministry of Company Affairs in terms of the said Project MCA21.

12. PERMANENT ACCOUNT NUMBER UNDER INCOME TAX ACT, 1961: The following Resolution was passed: RESOLVED THAT the Permanent Account Number in the name of the Company be obtained from the Income tax authorities. RESOLVED FURTHER THAT any one of the Directors be and is hereby authorized to make necessary applications in this regard. 13. INTER-CORPORATE DEPOSITS: The Board passed the following resolution for investment of surplus funds. RESOLVED THAT subject to the approval of the members, any one of the Directors be and is hereby authorized to make Inter-Corporate Deposit upto an amount of Rs.________/- (Rupees_______) with ___________for a period of 365 days bearing interest @ __ per annum and to do all such acts, deeds and things to give effect to this resolution. 13. SITTING FEES: It was decided that no sitting fees be paid to the Directors for attending this meeting. Since there was no other business, the Meeting then concluded with a vote of thanks to the Chair.

__________ CHAIRMAN Date: