|Minutes of Board Meeting for calling of Extra-Ordinary General Meeting|
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [ADDRESS OF REGISTERED OFFICE]
[Name of the directors present]
[Name of the Company Secretary]
CHAIRMAN OF THE MEETING
[Name of the Chairman], with the consent of the Board, took the Chair and presided over the meeting. He welcomed all the Directors to the meeting of the Board of Directors. Thereafter, he ascertained the quorum, and declared that the meeting was duly convened and properly constituted and agenda of the meeting was taken up.
LEAVE OF ABSENCE
[Name of the director] expressed his unwillingness to attend the Board Meeting, hence leave of absence was granted to him.
1.TO TAKE NOTE OF THE MINUTES OF THE LAST BOARD MEETING
The minutes of the last meeting of Board of Directors duly initialed by the Chairman were placed before the Board and board took note of the same.
2. POWER TO BORROW UNDER SECTION 293(1)(d)
The Board of Directors of the Company envisage requirements of funds in future, hence it is proposed to empower and authorize the Board of Directors of the Company to borrow money from any Bank(s), Financial Institutions (FIs), Bodies Corporate or Business Associates etc., in excess of paid up capital and free reserves of the Company by a sum not exceeding Rs.________ for the purposes of business activities of the Company. The Board discussed the matter of enhancing the borrowing limits and recommend the following resolution for shareholders approval in their general meeting: -
“RESOLVED THAT pursuant to the provisions of Section 293(1)(d) and other applicable provisions, if any, of the Companies Act 1956, the consent of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time as they may think fit, any sum or sums of money not exceeding Rs._______ [In words] [including the money already borrowed by the Company] in Indian Rupees or equivalent thereof in any foreign currency(ies) on such terms and conditions as the Board may deem fit, whether the same may be secured or unsecured and if secured, whether domestic or international, whether by way of mortgage, charge or hypothecation, pledge or otherwise in any way whatsoever, on, over or in any respect of all, or any of the company's assets and effects or properties including stock in trade, notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from the temporary loans obtained from the Company’s Bankers in the ordinary course of business) and remaining un-discharged at any given time, exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose".
"RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter called “the Board” which term shall be deemed to include any Committee thereof, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons) be and is hereby authorized for borrowing from time to time as it may think fit, any sum or sums of money but not exceeding Rs._______ [In words] in Indian Rupees or equivalent thereof in any foreign currency(ies) in aggregate (including the monies already borrowed by the Company) and on such terms and conditions as the Board may deem fit, by way of loans or in any other form whatsoever from, or issue of Bonds and/or Debentures or other Securities whether Convertible into Equity/Preference Shares and/or Securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe to Equity/Preference Shares (hereinafter referred to as “Securities”), to Bank(s), Financial or other Institution(s), Mutual Fund(s), Non-Resident Indians (NRIs), Foreign Institutional Investors (FIIs) or any other person(s), body(ies) corporate, etc., whether shareholder of the Company or not".
"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matter connected therewith or incidental thereto.”
3. NOTICE FOR CALLING OF AN EXTRA-ORDINARY GENERAL MEETING
The Chairman again explained that in connection with the above said resolutions, it is necessary to convene an Extra Ordinary General Meeting of the Company. A draft of the Notice calling an Extra-ordinary General Meeting was also placed before the Board for its perusal The Board considered the same and following resolution was passed :
“RESOLVED THAT the Extra Ordinary General Meeting of the Company be convened on [Day] the [Date] at [Time] at [Place] the registered office of the Company to consider the matter given in the notice as per draft placed before the meeting".
"RESOLVED FURTHER THAT draft notice of Extra Ordinary General meeting as placed before the Board together with explanatory statement thereto be and is hereby approved and [Name of the person(s) authorized] be and are hereby severally authorized to sign and issue the same to all the shareholders of the Company."
4. VOTE OF THANKS
There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.
Date : CHAIRMAN