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Minutes of First Board of Directors Meeting
1. EVERLAND OUTDOOR SDN BHD
(Incorporated in Malaysia)
MINUTES OF THE FIRST BOARD OF DIRECTORS’ MEETING HELD AT
GRAND MAHKOTA BALLROOM, FIRST LEVEL, HOTEL ISTANA KUALA
LUMPUR CITY CENTRE , 73 JALAN RAJA CHULAN, 50200 KUALA LUMPUR
ON FRIDAY, 25 APRIL 2014 AT 10.00 A.M.
PRESENT : Mrs. Nurul Najwa Binti Mohd Zaidi – in the Chair
and as per Attendance list
IN ATTENDANCE: Mrs. Nur Farahin Binti Abdul Rahaman - Secretary
NOTICE
The notice convening the meeting was tabled and taken as read.
QUORUM
The requisite quorum being available the Chairman called the meeting to order.
1. INCORPORATION OF THE COMPANY
The Chairman reported the incorporation of the Company and informed the meeting that
all matters in connection with the registration of the Company had been attended to.
2. CERTIFICATE OF INCORPORATION
The Certificate of Incorporation No. 11265A dated 10 April,2014 was tabled and noted by
the meeting.
3. MEMORANDUM AND ARTICLES OF ASSOCIATION
A copy of the Memorandum and Articles of Association was tabled at the meeting and
was duly noted and adopted as the regulations of the company.
4. FIRST DIRECTORS
It was noted that Messrs NURUL NAJWA BINTI MOHD ZAIDI and NURUL ADILA
BINTI MOHAMAD ROSLI each of whom had indicated a willingness to act by signing
Form 48A and being the First Directors of the Company.
5. APPOINTMENT OF ADDITIONAL DIRECTORS
It was RESOLVED that Messrs NURUL HAFIZA BINTI ISMAIL and NUR HAMIZAH
BINTI MAT TARMIZI who had duly executed the necessary statutory documents as
2. required under Section 123(4) of the Companies Act 1965 be appointed additional
directors of the Company with immediate effect.
6. APPOINTMENT OF CHAIRMAN
It was unanimously Resolved that Mrs. NURUL NAJWA BINTI MOHD ZAIDI be
appointed Chairman of the Board.
7. FIRST SECRETARY
It was noted that Mrs. NUR FARAHIN BINTI ABDUL RAHAMAN of who had
indicated a willingness to act by signing Form 48F and being the First Secretary as named
in the Articles of Association were appointed the Secretary of the Company.
8. APPOINTMENT OF SECRETARIAL AGENT
It was RESOLVED that subject to their consent thereto, Messr Zukri Aksah Consulting
Sdn Bhd of Lot 125A, 1st Floor, Bangunan MUIP, Jalan Mahkota, Kuantan be hereby
appointed the Secretarial Agent of the Company under the terms and conditions as set out
in the engagement letter dated 8 April 2014 at a fee to be agreed upon with the Directors
of the Company.
9. DIRECTORS’ DECLERATION OF INTERESTS IN SHARES
Messr. NURUL NAJWA BINTI MOHD ZAIDI and NURUL ADILA BINTI
MOHAMAD ROSLI delivered letters to the Company notifying their interests in the
shares of the Company as required under Section 135 of the Companies Act 1965.
10. COMMON SEAL
It was RESOLVED that the Common Seal, an impression of which was made to these
minutes be adopted as the Common Seal of the Company.
3. 11. REGISTERED OFFICE
It was RESOLVED that the registered office of the Company be situated at Lot 916, Jalan
Garden Avenue, Pusat Komersial Universiti, 70300 Seremban, Negeri Sembilan with
effect from the date of incorporation.
12. ISSUE OF SUBSCIRIBER’S SHARES
The Secretary was instructed to record the name of the subscribers to the Memorandum of
Register of Members and was further instructed to prepare certificates and affix the
common seal to the share certificates upon confirmation of receipt of the share moneys for
the shares subscribed for.
13. NUMBERING OF SHARES
All shares in the Company presently being in issue being fully paid up, it was
RESOLVED that in accordance with Section 99(2) of the Companies Act 1965; none of
the said shares in the Company need have a distinguishing numbers.
14. COSTS OF FORMATION
The payment of the fees and expenses incurred on the formation of the company was
approved.
15. FINANCIAL YEAR END
It was RESOLVED that the financial year end of the Company be fixed at 31 December
with the first financial period to an end on 31 December 2014.
16. APPOINTMENT OF AUDITORS
It was RESOLVED that the Messrs Aaron Aziz of Level 19, Uptown 1, No 1, Jalan Seri
Iskandar 33, Damansara Uptown, 47400 Petaling Jaya who had given their consent to act
be appointed the auditors of the Company until the Company’s first Annual General
Meeting at a fee to be agreed with the directors.
17. OPENING OF BANK ACCOUNT – BANK ISLAM MALAYSIA BHD
It was RESOLVED that a bank account be opened in the name of the Company with Bank
Islam Malaysia Berhad, 4981 Jalan Dato Sheikh Ahmad, 70000 Seremban AND THAT
the said Bank be instructed to honour and pay all cheques, promissory notes and other
orders drawn, and all bills accepted on behalf of the Company, whether the account be in
credit or overdrawn, to comply with all directions given for or in respect of any account of
any kind whatsoever on behalf of the Company, and to accept and act upon all receipts and
4. monies deposited with or owing by the Bank on any account in the name of the Company,
provided that such cheques, promissory notes, orders, bills, directions or receipts are
signed JOINTLY by MRS NURUL NAJWA BINTI MOHD ZAIDI and NURUL ADILA
BINTI MOHAMAD ROSLI.
THAT a copy of the extract be furnished to the said Bank and shall remain in force until
notice in writing to the contrary be given to the said Bank by the Company.
18. OTHER BUSINESS
The Secretary was instructed to file the necessary Forms 24, 44 and 49 with the Registrar
of Companies.
TERMINATION
There being no further business, the meeting ended at 2.00 p.m. with a vote of thanks to the
Chair.
Confirmed,
CHAIRMAN
25 April 2014