AGENDA OF THE FIRST BOARD MEETING

Name of the Company:

Date:
Time:
Place:

Sr.No Items for consideration

1 To appoint the Chairman of the meeting
2 To produce the certificate of incorporation
3 To take note of the Memorandum and Articles as registered
4 To take note of the situation of the Registered Office of the Company
5 To take note of first directors of the Company
6 To elect Chairman and Managing Director
7 To appoint auditors of the Company
8 To approve statement of preliminary expenses incurred and
reimbursement thereof
9 To approve the common seal of the Company
10 To approve the Share certificate form
11 To decide the financial year of the Company
12 To place the draft statement in lieu of prospectus
13 To consider the plan of action for commencement of business
14 To place copies of agreements entered into prior of incorporation
15 To open Bank Account of the Company
16 To decide payment of sitting fees
17 To discuss various issues involved in Intellectual Property Rights in
technical collaboration agreement
18 To decide and discuss the Human Resource policies of the Company
19 To discuss and firm up the project cost as submitted by the consultant
and sourcing the funds to meet the project cost.
20 To consider any other matter with the permission of the Chair

Dated:
Director
 Notes on Agenda for the First Board Meeting

Item No.1

Item: To appoint Chairman of the Meeting

Note: In terms of Article_____________ of the Articles of Association of the
Company, the Directors will select one of them as the Chairman of the
Meeting.

Item No.2

Item: To produce the certificate of incorporation

Note: Original Certificate of Incorporation No._________ dated ________
received from the Registrar of Companies together with a copy of the
Memorandum and Articles of Association will be placed before the
meeting.

Item No.3

Item: To take note of the Memorandum and Articles as registered

Note: Printed copies of the Memorandum and Articles of Association as
registered with the Registrar of Companies will be placed before the
meeting.

Item No.4

Item: To take note of the situation of the registered office of the Company
Note: The Board may note the situation of the registered office

Item No.5

Item: To take note of the first Directors of the Company

Note: Article __________ of the Articles of Association of the Company relating
to the first Directors of the Company would be referred to by the Board.

Item No.6

Item: To elect Chairman and appoint Managing Director

Note: Article __________ of the Articles of Association of the Company relating
to election of Chairman of the Board be referred to the Board. The
Board may also appoint a Managing Director.
Item No.7

Item: To appoint auditors of the Company

Note: Certificate in writing received from the proposed auditors will be
placed before the meeting for appointment of the first auditors of the
Company.

Item No.8

Item: To approve the statement of preliminary expenses incurred and

reimbursement thereof.
Note: Statement of preliminary expenses incurred will be placed before the
meeting

Item No.9

Item: To approve the common seal of the Company

Note: Common seal of the Company will be placed before the meeting for
approval and safe custody.

Item No.10

Item: To approve the share certificate form

Note: Design and sample of the share certificate will be placed before the
meeting for approval and printing

Item No.11

Item: To decide the financial year of the Company

Note: The first financial year may be for more or less than 12 months so that
the first annual general meeting will be held within 18 months from the
date of incorporation of the Company. Uniform financial year i.e. 1st
April to 31st March may be adopted.

Item No.12

Item: To place draft statement in lieu of prospectus

Note: Draft statement in lieu of prospectus will be placed before the meeting.

Item No.13

Item: To consider plan of action for commencement of business

Note: Certificate of commencement of business is essential for
commencement of business by a public Company. The Board may
consider plan for obtaining the certificate of commencement of
business.

Item No.14

Item: To place copies of agreements entered into prior to incorporation

Note: Copy of the Memorandum of Understanding entered into between
Mr.___________, Promoter of the Company and M/s _______ will be placed
before the Board.

Item No.15

Item: To open Bank account of the Company

Note: Board will be informed about the opening of the Company’s Bank
account with _______ Bank. The draft of the resolution would be placed
before the meeting.

Item No.16

Item: To decide payment of sitting fees

Note: Board has to decide the payment of sitting fees to the directors in
accordance with the Article _____ of Articles of Association of the
Company subject to the limits prescribed by the Companies Act, 1956

Item No.17

Item: To discuss various issues involved in Intellectual Property Rights in

technical collaboration agreement
Note: Draft of the technical collaboration agreement will be placed before
the meeting.
Item No.18

Item: To decide and discuss the Human Resources policies of the Company
Note: Discussion will be with regard to the pay scale, training and welfare
activities of employees

Item No.19

Item: To discuss and firm up the project cost as submitted by the consultant
and sourcing the funds to meet the project cost.
Note: The project report submitted by the consultant will be placed before
the meeting for discussion and decision. In-principle approval has been
received for the project from DBDI and the terms and conditions based
on which the disbursements would be made by them to the Company to
be discussed.

Item No.20

Item: To consider any other matter with the permission of the Chair
Note: Board may discuss any other item apart from items in the agenda with
the permission of the Chair.