Conducting the first board meeting of a company is structured as per Section 173 & Section 174 and Rule no.3 of the Companies Rules, 2014 with SS1 (Secretarial standard on meetings of the board of directors) issued by ICSI
According to Section 173(1) of the Companies Act, 2013, every company has to hold its first board of directors meeting within 30 days from the date of its incorporation. The notice of the said meeting should be issued 7 days prior to the actual meeting. A penalty of Rs.25,000 will be levied on every member of the company who fails to issue notice to hold the meeting within the time frame.
Format of the Notice:
The notice should specify the particulars of virtual meeting and those directors will be counted for the purpose of quorum. Restricted items cannot be conferred through video conferencing.
According to clause 7.3.1, An authorised person should record the proceedings of the meeting to prepare minutes of the meeting. The minute should be noted down with complete precision and fairness. According to clause 7.6.4, this minute should be circulated to all the directors within 15 days of signing it.
Notes of Certificate of incorporation, Memorandum & Articles of association, Registered office, Letterhead, Common seal, Bank accounts, needs to be accounted for and also the subsequent financial year must be fixed in the meeting.
The first directors of the company named in MOA and AOA will remain the director later. All directors of the company should inform the company of the changes in any concerning particulars related to his duties and responsibilities relating to the company.
The first Auditors of the company is to be appointed to hold office till the first Annual general meeting is held.
Preliminary expenses incurred during the incorporation of the company should be put forth in the director’s meeting. The company also has to maintain registers with respect to members, directors, share transfers, etc.
All necessary documents and information has to be presented and all basic and prominent aspects of the company need to be discussed and concluded within the meeting.