In this article author discusses the followings:
– Agenda for First Board Meeting
– Draft of Notice, Agenda, Minutes etc.
LEGISLATION LANGUAGE:
√ As per Section 173(1) ‘Every company shall hold the first meeting of the Board of Directors within 30 (thirty) days of the date of its incorporation.’
√ Companies have to follow Secretarial Standard -1 also for Holding of Board Meeting. As per Standard “This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act.”
STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)
- Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
- Attach Agenda
- Notes to Agenda
- Draft Resolution
STEP – II: Held Board Meeting: (As per section 173 and SS-1)
- Ensure Proper Quorum is Present
- Read out the Agenda of Meeting
AGENDA FOR FIRST BOARD MEETING:-
| S. No. | Particular of Agenda |
| 1. | To Elect the Chairman of the meeting. |
| 2. | To grant leave of absence, if any. |
| 3. | To authorize a person to record the proceeding of Board Meetings.
(As per Clause 7.3.1 of Secretarial Standard – 1) |
| 4. | To authorize a director of Company to certify and circulate certify copy of Board Minutes. (As per Clause 7.6.4 of Secretarial Standard – 1) |
| 5. | To note the Certificate of Incorporation of the company, issued by the Registrar of Companies |
| 6. | To take note of the Memorandum and Articles of Association of the company, as registered. |
| 7. | To take note of the of the Registered Office of the company. |
| 8. | To confirm/note the appointment of the first Directors of the Company. |
| 9. | To read and record the notices of disclosure of interest given by the Directors. (MBP-1) |
| 10. | To fix the Financial Year of the Company. |
| 11. | To consider the appointment of the first Auditors. |
| 12. | To adapt the Common Seal of the company. |
| 13. | To open Bank Accounts of the Company. |
| 14. | To authorize the issue of Share Certificates to the Subscribers of Memorandum.
Note: (This may or may not be agenda for first board Meeting. Because, Share certificate have to issue within 2 month from the date of incorporation. Therefore, according to circumstance this agenda can be take note in next Board Meeting) |
| 15. | To approve Preliminary Expenses and preliminary contracts. |
| 16. | To authorize a Director to Maintain Books And Registers of the company at registered office. |
| 17. | To take note Letter Head of Company as per Section 12. |
| 18. | To discuss any other matter with the permission of chair and with the majority of the Directors present. |
PROVISIONS APPLICABLE FOR PREPARATION OF MINUTES
A. Section 118 of Companies Act, 2013 is related to Minutes of Board Meeting and Committee Meeting.
B. Rule- 25 of the Companies (Management and Administration) Rules, 2014.
C. Secretarial Standard- I issued by ICSI given the provisions of Maintenance of Minutes.
DRAFTS:-
A. Notice of Board Meeting:
Directors Name
(Notice Date)
NOTICE FOR MEETING OF THE BOARD OF DIRECTORS OF (NAME OF COMPANY)
Notice is hereby given that meeting of the Board of Directors of the Company shall be held as per the following schedule:
Date:
Day:
Time:
Venue:
The agenda along with notes of agenda and draft resolutions for the meeting are enclosed.
You are requested to make it convenient to attend the above meeting.
Please submit leave of absence in case you are not in a position to attend the meeting.
Please also provide MBP-1.
Please acknowledge receipt of this notice.
For and on behalf of
(NAME OF COMPANY)
________________________
(Director Name)
Director
DIN:
Add:
B. Notice of Board Meeting:
NOTES TO AGENDA FOR – BOARD MEETING (1/(Financial Year)) –(Date of Meeting)
ITEM NO. 3
As per clause 7.3.1 of Secretarial Standards on Meeting of Board of Directors, (SS-1) the minutes shall contain a fair and correct summary of the proceedings of the Meeting. For this purpose a person is to be authorized to record the proceedings of the meeting.
ITEM NO. 4
As per clause 7.6.4 of Secretarial Standards on Meeting of Board of Directors, (SS-1) the minutes once signed by the Chairman, shall be circulated to all Directors within 15 days after these are signed. For this purpose a Director is to be authorized to certify the copy of the signed minutes.
ITEM NO. 5
There is a need to take note the certificate of incorporation of the Company, issued by the Registrar of Companies.
ITEM NO. 6
There is a need to take note of the Memorandum and Articles of Association of the Company, as Registered.
ITEM NO. 7
There is a need to take note of the situation of the registered office of the Company.
ITEM NO. 8
Pursuant to the provisions of Section 152 of the Companies Act, 2013 the first Directors of the Company named in Memorandum and Articles of Association shall be the Directors of the Company.
ITEM NO. 9
Pursuant to provision of section 184(1) of the Companies Act, 2013, every director is required to disclose changes, if any, in respect of his/her interest in other companies or concerns, since the last disclosure and the same is needed to be noted.
ITEM NO. 10
There is a need to fix the first and the subsequent financial years of the Company.
ITEM NO. 11
As per the provisions of Section 139 of Companies Act, 2013 the first auditors are to be appointed to hold office from the date of incorporation of the Company to the conclusion of first annual general meeting of the Company.
ITEM NO. 12
The facsimile of the common seal is to be is to be examined and to be approved by the Board.
ITEM NO. 13
There is a requirement for opening a current account with ______________ Bank. And for this purpose Director is to authorized to do so and sign the necessary forms and documents thereof.
ITEM NO. 14
There is a need to register the name of subscribers to the memorandum as members in the Register of members of the Company and to authorize a Directors under whose signatures the shares certificates will be issued.
ITEM NO. 15
A statement containing the details of preliminary expenses incurred for the incorporation of the Company is to be placed before the Board for approval.
ITEM NO. 16
As per the provisions of the Companies Act, 2013 the Company is required to maintain some statutory registers like register of members, directors, share transfers etc. And for this purpose a Director is to be authorized to purchase the necessary documents.
ITEM NO. 17
As per requirement of Section 12 it is required to take note Letter head of Company will the information as per section 12.
For and on behalf of
(NAME OF COMPANY)
_______________________
(Director Name)
Director
DIN
Add
(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Author Bio
CS Divesh Goyal
Need a Clarification, whether a Private Limited Company can held its First Board Meeting outside India, when 2 out of the 3 Directors are located outside India. What are the other Points to be considered and taken care. Please Advise.