Template for the First Board Meeting Minutes of a Private Limited Company incorporated under the Companies Act, 1956, but holding its first meeting post the effective implementation of the Companies Act, 2013 (April 1, 2014).

MINUTES OF THE 1/2025-2026 MEETING OF THE BOARD OF DIRECTORS OF THE GORI NATINAL CARRIERS PRIVATE LIMITED DULY CONVENED AND AT WHICH A PROPER QUORUM WAS PRESENT HELD ON THURSDAY, 24th DAY OF APRIL 2025 AT 04.30 P.M. AND CONCLUDED AT 10.40 P.M.AT THE REGISTERED OFFICE OF THE COMPANY AT 502 RAU TRADE CENTRE, MV ROAD, NEW DELHI–302086, RAJASTHAN

PRESENT:

1. Mr. Rajeev Sharma                                     :               Chairman & Managing Director
2. Mrs. Gori Agrawal                                   :               Whole Time Director
3. Mr. Gom Agrawal                                   :               Non-Executive Director
4. Mr. Gori Kumar Agrawal                    :               Independent Director
5.  Mr. Gori Jindal                                           :               Independent Director

IN ATTENDANCE:

1. Mrs. Gori Agrawal                                       :               Chief Financial Officer (CFO)
2. Mrs. Annu Gori :              Company Secretary (CS)

MODE OF ATTENDANCE OF DIRECTORS:

All Directors and invitees those were present were physically present at the Meeting. None of the Directors and invitee attended Meeting through electronic mode.

1. CHAIRMAN OF THE MEETING

Mr. Rajeev Sharma was unanimously elected to chair the meeting.

RESOLVED THAT Mr. Rajeev Sharma be and is hereby elected to chair this meeting of the Board of Directors.

The Chairman then took the chair.

2. CONFIRMATION OF INCORPORATION AND INTRODUCTION OF COMPANIES ACT, 2013

The Chairman informed the Board that the Company was originally incorporated under the Companies Act, 1956. However, with effect from April 1, 2014, majority of the provisions of the Companies Act, 2013 have been notified and are now applicable.

The Board took note of the same and resolved to align all policies and practices with the new Act.

RESOLVED THAT the Company shall adopt and align its operations, registers, and compliances with the provisions of the Companies Act, 2013, to the extent notified and applicable with effect from April 1, 2014.

3. NOTING OF CERTIFICATE OF INCORPORATION AND MEMORANDUM & ARTICLES OF ASSOCIATION

The Chairman tabled the Certificate of Incorporation, Memorandum of Association (MOA), and Articles of Association (AOA) of the Company, originally registered under the Companies Act, 1956.

RESOLVED THAT the Board hereby takes on record the Certificate of Incorporation and the Memorandum and Articles of Association of the Company and acknowledges their continued applicability, subject to modifications as per the Companies Act, 2013.

4. DISCLOSURE OF INTEREST BY DIRECTORS – SECTION 184 OF THE COMPANIES ACT, 2013

The Chairman informed the Board that pursuant to Section 184(1) of the Companies Act, 2013, every Director is required to disclose their interest in other entities at the first Board Meeting held after the enforcement of the Act.

Each Director submitted their Form MBP-1, disclosing their interests.

RESOLVED THAT the Board hereby takes on record the disclosures of interest received from Mr. Rajeev Sharma and Mrs. Anjali Verma in Form MBP-1, and the same be entered in the Register maintained under Section 189 of the Companies Act, 2013.

5. APPOINTMENT OF FIRST AUDITOR – SECTION 139 OF THE COMPANIES ACT, 2013

The Chairman informed that as per Section 139(1) of the Companies Act, 2013, the Board is required to appoint the first auditor within 30 days of applicability of the Act if not already appointed under the Companies Act, 1956.

M/s. XYZ & Associates, Chartered Accountants (FRN: 012345N), were proposed for appointment.

RESOLVED THAT pursuant to Section 139(1) of the Companies Act, 2013, M/s XYZ & Associates, Chartered Accountants, having their office at Connaught Place, New Delhi, be and are hereby appointed as the Statutory Auditors of the Company to hold office until the conclusion of the first Annual General Meeting, at such remuneration as may be decided mutually by the Board and the said Auditors.

6. MAINTENANCE OF STATUTORY REGISTERS UNDER COMPANIES ACT, 2013

The Board was informed about the new statutory registers to be maintained under the Companies Act, 2013, including but not limited to:

• Register of Members (Form MGT-1)
• Register of Directors and KMP (Form MBP-4)
• Register of Contracts (Form MBP-4)
• Register of Loans/Guarantees/Securities (if applicable)

RESOLVED THAT the statutory registers as prescribed under the Companies Act, 2013 be maintained at the Registered Office of the Company in prescribed forms, either in physical or electronic mode, as per Rule 27 of the Companies (Management and Administration) Rules, 2014.

7. AUTHORIZATION FOR STATUTORY FILINGS UNDER THE COMPANIES ACT, 2013

The Chairman proposed that a Director or Company Secretary be authorized for making statutory filings and compliances under the Companies Act, 2013.

RESOLVED THAT Mr. Rajeev Sharma, Director, be and is hereby authorized to sign and file all necessary e-forms, returns, and documents with the Ministry of Corporate Affairs (MCA), and to take all steps necessary for statutory compliance under the Companies Act, 2013.

8. ANY OTHER MATTER WITH THE PERMISSION OF CHAIR

With permission of the Chair, the Board discussed the impact of other newly notified sections such as:

• Section 135: Corporate Social Responsibility (not applicable to the Company at present)
• Section 173: Board Meetings – formalizing the process as per the new rules
• Secretarial Standards issued by ICSI (SS-1 & SS-2) – to be voluntarily adopted

The Board noted the same and resolved to adopt best governance practices in line with the new law.

9. VOTE OF THANKS

There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.

For and on behalf of
[ABC PRIVATE LIMITED]

 
_______________________
Rajeev Sharma
Chairman
DIN: 01234567

 
Place: New Delhi
Date: 9th April, 2014

First Board Meeting Minutes of a Limited Company

MODE OF ATTENDANCE OF DIRECTORS:

All Directors and invitees those were present were physically present at the Meeting. None of the Directors and invitee attended Meeting through electronic mode.

CHAIRMAN

Mr. Gori Agrawal elected unanimously as Chairman of the meeting, took the chair, and welcomed all the directors and the invitee present in the meeting.

LEAVE OF ABSENCE

Mr. Suneel Gori Mohnot was absent at the meeting. Leave of absence granted.

QUORUM

The business before the Meeting was taken up after having established that the requisite quorum was present.

ITEM NO.1:  TAKING NOTE OF DISCLOSURE OF INTEREST MADE BY DIRECTORS U/S 184 OF COMPANIES ACT, 2013:

The Chairman informed the Board that pursuant to Section 184(1) of the Companies Act, 2013, it is necessary for the board members to disclose their concern or interest, in any Company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in form MBP-1 at the first Board Meeting in every financial year.  The notice of disclosure of interest in prescribed form MBP-1 as received from Directors was placed before the meeting. The Board discussed the matter and passed the following resolution:

“RESOLVED THAT  pursuant to Section 184 (1) of the Companies Act, 2013 read with Rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions of Companies Act, 2013, the general notice of disclosure of interest or concern in Form MBP.1 received from all the directors of the Company, as placed before the meeting, be and are hereby noted and taken on record by the Board.”

“RESOLVED FURTHER THAT Company Secretary of the Company, be and is hereby authorized to make necessary entries in the Registrar maintained for the purpose.”

ITEM NO.2: DECLARATION OF INDEPENDENT DIRECTOR PURSUANT TO SECTION 149(7) OF THE COMPANIES ACT, 2013:

The Chairman apprised the Board that pursuant to the provisions of Section 149(7) of the Companies Act, 2013 (the “Act”), every independent director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his/her status as an independent director, give a declaration that he meets the criteria of independence as provided in sub-section (6) of Section 149.

Thus, every independent director was requested to submit the said Declaration before the Meeting. Thereafter, the declarations in term of Section 149(6)/(7) of the Act, received from all independent directors of the Company, were placed before the meeting and the same were reviewed and recorded.

ITEM NO.3: WITHDRAWAL OF ACQUISITION OF 40,00,000 EQUITY SHARES OF M/S. LT INFRATECH PRIVATE LIMITED (“PVT LTD ”)

The Chairperson informed the Board that in the Extraordinary General Meeting (EOGM) of the Company held on March 19, 2025, the members had passed a Special Resolution under Item No. 2 approving the acquisition of 40,00,000 equity shares of M/s. LT Infratech Private Limited (“LT”).

However, due to re-negotiation and restructuring of the terms and conditions associated with the said acquisition, it is now proposed to rescind the said resolution in its entirety.

The Board took note of the proposed change and after due deliberation, passed the following resolutions:

“RESOLVED THAT the Special Resolution passed by the Members of the Company in the EOGM held on March 19, 2025, under Item No.2: Acquisition of 40,00,000 equity shares of M/s. Govind Kripa Infratech Private Limited (“GKIT”), be and is hereby rescinded in its entirety due to the re-negotiation and restructuring of the existing terms and conditions related to the proposed acquisition.”

RESOLVED FURTHER THAT subject to the approval of the members of the Company, the consent of the Board of Directors be and is hereby accorded for the rescindment of the aforementioned resolution.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.”

ITEM NO.5: WITHDRAWAL OF OFFER, ISSUE AND ALLOTMENT OF EQUITY SHARES OF THE COMPANY ON PREFERENTIAL BASIS FOR CONSIDERATION OTHER THAN CASH (SHARE SWAP)

The Chairperson informed the Board that in the Extraordinary General Meeting (EOGM) of the Company held on March 19, 2025, the members had passed a Special Resolution under Item No. 3 approving the offer, issue, and allotment of equity shares of the Company on a preferential basis for consideration other than cash (share swap).

However, due to the re-negotiation and restructuring of the terms and conditions associated with the proposed transaction, it is now proposed to rescind the said resolution in its entirety.

The Board took note of the proposed change and after due deliberation, passed the following resolutions:

“RESOLVED THAT the Special Resolution passed by the Members of the Company in the EOGM held on March 19, 2025, under Item No. 3: Offer, Issue and Allot of Equity Shares of the Company on Preferential Basis for Consideration Other than Cash (Share Swap), be and is hereby rescinded in its entirety due to the re-negotiation and restructuring of the existing terms and conditions related to the proposed transaction.”

RESOLVED FURTHER THAT subject to the approval of the members of the Company, the consent of the Board of Directors be and is hereby accorded for the rescindment of the aforementioned resolution.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.

ITEM NO. 6: MIGRATION FROM NSE EMERGE SME PLATFORM TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED

The Chairperson informed the Board that the Company is currently listed on NSE Emerge (SME platform of NSE) and is eligible to migrate to the Main Board of NSE in accordance with the applicable laws and SEBI regulations. The Board considered the proposal and after discussion, passed the following resolutions:

“RESOLVED THAT pursuant to Chapter IX of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & other applicable provisions of the Companies Act, 2013 read with underlying Rules and Regulations as notified by MCA (including any statutory modifications or re-enactment thereof for the time being in force), and subject to approval of members of the Company, consent of the Board be and is hereby accorded to migrate the Company, currently listed on NSE Emerge (SME platform of NSE) to the Main Board of NSE in accordance with the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and other applicable regulations, as amended from time to time.”

RESOLVED FURTHER THAT the Board of Directors/ Company Secretary and Compliance Officer of the Company be and are hereby jointly and/or severally authorized to deal with any Government or Semi Government authorities or any other concerned intermediaries, including but not limited to NSE, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company’s present listing from NSE Emerge to the Main Board of NSE.”

RESOLVED FURTHER THAT the Board of the Company be and is hereby jointly and severally authorized to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company.”

ITEM NO. 7: ACQUISITION OF 40,80,000 EQUITY SHARES OF M/S. GOVIND KRIPA INFRATECH PRIVATE LIMITED (“GKIT”)

The Chairperson briefed the Board that the Company proposes to acquire 40,80,000 equity shares of GKIT constituting 51% of its total shareholding for a consideration of ₹29,43,31,200/- through a share swap mechanism.

After deliberations, the following resolutions were passed:

“RESOLVED THAT pursuant to the provisions of Sections 179(3)(j), 186 and other applicable provisions, if any, of the Companies Act, 2013 and in accordance with the provisions of the Memorandum and Articles of Association of the Company, and subject to such approvals as may be required, and subject to approval of members of the Company, consent of the Board of Directors be and is hereby accorded for the acquisition of 40,80,000 equity shares representing 51% of the equity shareholding in M/s. Govind Kripa Infratech Private Limited (“GKIT”) for a total purchase consideration of ₹ 29,43,31,200/- (Rupees Twenty-Nine Crores Forty-Three Lakhs Thirty-One Thousand Two Hundred Only) at a price of ₹ 72.14/- per share.”

RESOLVED FURTHER THAT in consideration of the above acquisition, the Company do issue and allot up to 30,69,147 fully paid-up equity shares of face value ₹10/- each at a price of ₹ 95.90/- per share to Ms. Surekha Agrawal (shareholder of GKIT) by way of share swap in discharge of the purchase consideration.”

RESOLVED FURTHER THAT upon the allotment of the said equity shares, GKIT shall become the subsidiary of the Company and the Board be and is hereby authorized to take all necessary steps in this regard.”

RESOLVED FURTHER THAT any present Director of the Company or the Company Secretary be and is hereby authorized to finalize the terms, sign necessary documents, make filings and take all other steps to give effect to this resolution.”

ITEM NO. 8: OFFER, ISSUE AND ALLOT OF EQUITY SHARES OF THE COMPANY ON PREFERENTIAL BASIS FOR CONSIDERATION OTHER THAN CASH (SHARE SWAP)

The Chairperson informed the Board that in continuation of the acquisition of GKIT, the Company proposes to issue equity shares on a preferential basis to Ms. Surekha Agrawal in exchange for her shareholding in GKIT, as per the applicable regulatory framework.

Upon deliberation, the Board passed the following resolutions:

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, SEBI ICDR Regulations, SEBI LODR Regulations, and subject to the approval(s), consent(s), and permission(s) from the regulatory authorities, the Board be and is hereby authorized to create, offer, issue and allot up to 30,69,147 fully paid-up equity shares of ₹10/- each at a price of ₹95.90 per equity share aggregating to ₹29,43,31,197.30/- to Ms. Surekha Agrawal, shareholder of GKIT, by way of share swap for consideration other than cash.”

RESOLVED FURTHER THAT the relevant date for the purpose of pricing of the shares shall be April 23, 2025, and the equity shares shall be allotted in dematerialized form within the period prescribed under law and be subject to lock-in as per Chapter V of SEBI ICDR Regulations.”

RESOLVED FURTHER THAT the equity shares so allotted shall rank pari-passu with the existing shares and shall be listed on NSE, subject to necessary approvals.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to modify the terms and conditions, engage professionals, execute agreements, make filings and take all necessary steps and actions to give effect to the aforesaid resolutions.”

RESOLVED FURTHER THAT the Company hereby notes the certificate issued by M/s. Mihen Halani & Associates, Practicing Company Secretary, confirming compliance with SEBI ICDR Regulations with respect to the preferential issue.”

ITEM NO.9: E-FILING WITH THE REGISTRAR OF COMPANIES/MCA:

The Board was informed that under the Companies Act, 2013, various forms, returns and documents are required to be filed with Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Central government and/or any other prescribed authority. For the purpose it is proposed to authorize Directors of the Company to obtain the necessary digital signature and sign/e-file all the necessary forms, returns and documents.

After discussion on the matter, the Board passed the following resolution, unanimously:

“RESOLVED THAT Mr. Subhash Agarwal (DIN: 00345009), Managing Director, Mrs. Surekha Agarwal (DIN: 00345237), Whole Time Director, Mrs. Saloni Agarwal, Chief Financial Officer (‘CFO’) and Company Secretary of the Company, be and are hereby authorized severally to sign and submit all forms/e-form as may be required to be filed with the concerned Registrar of Companies, from time to time.”

ITEM NO. 10: AUTHORIZATION TO SALE/TRANSFER MOTOR VEHICLE REGISTERED IN THE NAME OF COMPANY

The Chairperson informed the Board that the Company intends to sell and transfer a Company-owned motor vehicle bearing Registration No. AP31DJ6839, and in this regard, it is necessary to authorize an officer of the Company to execute all necessary documents and formalities for the lawful transfer of ownership. After considering the matter, the Board passed the following resolution:

“RESOLVED THAT the consent of the Board of Directors be and is hereby accorded to authorize Mr. Awadhesh Kumar Pandey, Regional Manager of the Company, to act on behalf of Globe International Carriers Limited for the sale and transfer of the Company-owned motor vehicle bearing Registration No. AP31DJ6839 through the platform Cars24, or by any other lawful means, and to complete all the necessary formalities in this regard.”

RESOLVED FURTHER THAT Mr. Awadhesh Kumar Pandey is hereby authorized to sign and submit all relevant documents including but not limited to ownership transfer forms, sale agreements, delivery notes, declarations, and identity/address proof as required by the Regional Transport Office (RTO) or any other authority, and to receive the consideration amount on behalf of the Company.”

RESOLVED FURTHER THAT he is also authorized to appear before the RTO, Cars24, or any government or private authority as may be required to affect the smooth and lawful transfer of the said vehicle.”

RESOLVED FURTHER THAT a certified copy of this resolution be issued to Cars24 or any other concerned authority as may be required.”

ITEM NO. 11: AUTHORIZATION TO SELL/TRANSFER MOTOR VEHICLES REGISTERED IN THE NAME OF THE COMPANY

The Chairperson informed the Board that the Company intends to sell and transfer certain motor vehicles registered in its name. In order to facilitate this process, it is proposed to authorize Mr. Vijay Kumar Sharma, Accounts Executive of the Company, to act on behalf of Globe International Carriers Limited for completing the necessary formalities related to the sale and transfer of such vehicles. After due consideration, the Board passed the following resolutions:

“RESOLVED THAT the consent of the Board of Directors be and is hereby accorded to authorize Mr. Vijay Kumar Sharma, Accounts Executive of the Company, to act on behalf of Globe International Carriers Limited for the sale and transfer of the Company-owned motor vehicles bearing Registration Numbers:

GJ27X9384, GJ27X9736, GJ27X9906, GJ27X9687, GJ27X9113, GJ36T1971, and GJ27X9722, either directly or through any other lawful means, and to execute and complete all necessary documents, forms, applications, and formalities as may be required in connection with the said sale and transfer of the vehicles.”

RESOLVED FURTHER THAT Mr. Vijay Kumar Sharma be and is hereby authorized to sign and submit all relevant documents including but not limited to ownership transfer forms, sale agreements, delivery notes, declarations, and identity/address proof as may be required by the Regional Transport Office (RTO) or any other government or private authority, and to receive the consideration amount on behalf of the Company.”

RESOLVED FURTHER THAT Mr. Vijay Kumar Sharma be and is hereby authorized to appear before the Regional Transport Office (RTO), Cars24, or any other concerned authority as may be necessary for the smooth and lawful transfer of the aforementioned vehicles.”

RESOLVED FURTHER THAT a certified copy of this resolution be issued to Cars24 or any other relevant authority as may be required for the said purpose.”

ITEM NO. 12: APPROVAL FOR ADDITIONAL GST REGISTRATION FOR AHMEDABAD BRANCH UNDER FORWARD CHARGE MECHANISM

The Chairperson informed the Board that it is proposed to obtain an additional Goods and Services Tax (GST) registration for the Company’s branch office located in Ahmedabad, Gujarat, under the forward charge mechanism, as required under the applicable GST laws for operational and compliance purposes. The Board discussed the matter and passed the following resolutions:

“RESOLVED THAT pursuant to the provisions of Section 179(3)(g) and other applicable provisions of the Companies Act, 2013, read with applicable rules made thereunder, and in accordance with the relevant provisions of the Central Goods and Services Tax Act, 2017 and rules framed thereunder, the Board of Directors of the Company hereby accords its approval for making an application for additional Goods and Services Tax (GST) registration in the forward charge mechanism for the Company’s branch office located in Ahmedabad, Gujarat.

RESOLVED FURTHER THAT Mr. Hemant Singh Rathore, Accounts Manager of the Company, be and is hereby authorized to take all necessary steps and actions, and to sign, verify, execute and submit all applications, forms, affidavits, declarations, documents, and other necessary papers as may be required for obtaining the said additional GST registration in the name of the Company, including but not limited to registration under the forward charge mechanism, liaisoning with the GST department, and undertaking any subsequent compliance or follow-up actions.

RESOLVED FURTHER THAT Mr. Subhash Agarwal, Director of the Company, be and is hereby authorized to furnish a copy of the aforesaid resolution to all concerned and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”

ITEM NO.13: REGISTER OF CONTRACTS WITH RELATED PARTY AND CONTRACTS AND BODIES ETC. IN WHICH DIRECTORS ARE INTERESTED

The Board was informed that pursuant to section 189 of the Companies Act, 2013 read with the Companies (Meeting of Board & its Powers) Rules, 2014, every company shall keep one or more registers giving separately the particulars of all contracts or arrangements (with related parties) to which sub-section (2) of section 184 or section 188 applies, in Form MBP-4 and after entering the particulars, such register or registers shall be placed before the next meeting of the Board and signed by all the directors present at the meeting.

The Board was informed that during the year under review, the Company had not entered into any materially significant related party transactions that may have potential conflict with the interests of the Company at large. All related party transactions entered into by the Company during the year under review were in the ordinary course of business and were on arm’s length basis. All related party transactions had the prior approval of the audit committee.

Thereafter, a summarized statement of transactions with related parties in the ordinary course of business was placed before the Board and the Board noted the same after review.

Interested director(s) was/were not present at the meeting during discussions and voting, if any on the aforesaid resolutions, in which he/they are interested.

Thereafter, the meeting concluded with a vote of thanks to the Chair.

Date of entry of the Minutes: 25/04/2025