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Minutes of the Meeting of the Board of Directors of M/s Sanatan Fabrics Private Limited held at its Registered Office at 6/2, Havelock Road New Delhi – 110021 on Thursday, the 19th day of January, 2023 at 4.20 p.m.
P R E S E N T
1. Shri. P.C. Kavediya
2. Shri. I.K. Sengupta
CHAIRMAN:
CERTIFICATE OF INCORPORATION ::
The Chairman placed on the table the Certificate of Incorporation of the Company bearing No. V34400WB2017PTC4223041353 of 2022-2023 dated:: 9th January, 2023, issued by the Registrar of Companies, West Bengal together with a printed copy of the Memorandum and Articles of Association of the Company. The Directors perused and noted the same.
SITUATION OF REGISTERED OFFICE :
The Chairman placed on the table a copy of electronic Form No. 18 filed online with the Registrar of Companies, West Bengal and it was noted that the Registered Office of the Company is situated at 6/2, Havelock Road, New Delhi – 110021.
CONSTITUTION OF THE BOARD :
A copy of electronic Form 32 filed online with the Registrar of Companies, West Bengal was placed on the table and it was noted that the following persons have been appointed as Directors of the Company from the date of its Incorporation:
1. Shri. Prakash Chandra Kavedia
2. Shri. Indrajit Kumar Sengupta
The particulars received from the Directors were perused and it was directed that the same be recorded in the Directors Register maintained U/s 303 of the Companies Act, 1956.
APPROVAL OF COMMON SEAL :
The Board considered the design of the Company’s Common Seal. Shri. P.C. Kavediya,, Director of the company was authorized to get the Common Seal made as per design approved and keep the same in his safe custody.
FINANCIAL YEAR OF THE COMPANY :
It was decided and resolved that the financial year of the Company will be from April to March each year and that the period commencing from 09.01.2023 (the date of incorporation) to the 31st March, shall constitute the first financial year of the Company.
APPOINTMENT OF FIRST AUDITORS ::
The Directors were informed that M/s S.B. & Company, Chartered Accountants, have agreed to act as statutory auditors of the Company, if appointed. The matter was discussed by the Directors and the following resolution was passed::-
“RESOLVED that pursuant to Section 224(5) of the Companies Act, 1956, M/s S.B. & Company, Chartered Accountants, be and they are hereby appointed as the First Auditors of the Company to hold office until the conclusion of the First Annual General Meeting of the Company on a remuneration to be decided by the Board of Directors and agreed to by the Auditors.”
PRINTING OF FORMS OF SHARE CERTIFICATE :
The Chairman placed on the table a design of the Share Certificate Form. The Directors perused and approved the same. Thereafter, the following resolution was passed :
“RESOLVED that the form of the Share Certificate be printed as per design submitted to this meeting and they be consecutively Machine numbered and that the forms blocks and design, etc. relating to the printing of such Share Certificates and the printed Share Certificates be kept in the custody of Shri. P.C. Kavediya, Director of the Company, who shall be responsible for rendering an account of these forms to the Board.”
ISSUE OF SHARES TO SUBSCRIBERS TO THE MEMORANDUM :
It was reported that the Company has received from the subscribers to the Memorandum payment in full in respect of Equity Shares agreed to be taken by them. It was then :-
“RESOLVED that the signatories to the Memorandum of Association be issued Equity Shares which they have agreed to take as per details below.”:-
Name of the Subscribers No. of Shares Distinctive Nos.
From To
------------------------------ ---------------- ----------------------------
Prakash Chandra Kavedia 5000 1 - 5000
Indrajit Kumar Sengupta 5000 5001 - 10000
ISSUE OF SHARE CERTIFICATES :
The Board decided that the share certificates be issued to the subscribers to the memorandum under the Common Seal of the Company which shall be affixed in the presence of any two Directors of the Company who shall sign the same and any one Officer of the Company who will also sign the same as an authorized signatory.
PARTICULARS OF DIRECTORS AND DISCLOSURE OF INTEREST :
Particulars of Directors required to be kept by the Company under Section 301 of the Companies Act, 1956 and as submitted by the Directors was recorded. Notice of disclosure of interest in other bodies corporate and firms in pursuance to the provisions of Section 297/299 of the Companies Act, 1956 given by all the Directors were read out and noted.
APPROVAL OF PRELIMINARY EXPENSES :
A statement of Preliminary Expenses incurred by Shri. P.C. Kavediya, Director of the Company was placed on the table and approved by the Board. In this connection the following resolution was passed :-
“RESOLVED that the Preliminary Expenses amounting to Rs. 20350/- (Rupees Twenty thousand three hundred fifty only) incurred by Shri. P.C. Kavediya connection with the Incorporation of the Company as per statement placed before this meeting be and is hereby approved.”
DIRECTOR FEE :
The Directors unanimously decided that till otherwise decided they will not charge any fee for attending the meeting of the Board of Directors or of a committee of Directors of the Company.
RECORD OF MINUTES :
The Board decided and resolved that the minutes of the meeting should be recorded duly typed in loose leaf binder. The pages of the loose leaf binder be machine numbered and be bound periodically.
GENERAL:
The Board discussed the financial position and general affairs of Company.
VOTE OF THANKS:
There being no other business to be transacted the meeting terminated with a vote of thanks to the Chair.
CHAIRMAN
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