First Board Meeting of a Private Limited Company
The First Board Meeting of a Private Limited Company must be convened at any time and place, on any day, excluding a National Holiday within 30 days from the date of its incorporation.
Private Limited Companies also have to follow Secretarial Standard-1 issued by ICSI for convening a Board Meeting.
Notice of Board Meeting
The Notice of Board Meeting of the Company should be provided by giving not less than 7 days or shorter period notice in writing to every director at his address registered with the Company, unless the Articles prescribes a longer period.
The notice should specify serial number, day, date, time and venue of the Board Meeting. If meeting is being held at a shorter notice, the same should be stated in the notice.
The notice of committee meeting shall inform the administrators regarding the choice available to them to participate through video conferencing or other audio visual means, provide them necessary information to avail such facility and seek advance confirmation from the administrators on whether or not they will participate through electronic mode within the meeting.
Any director of the Company may issue a notice for convening a board meeting of the Company.
The Company should maintain the proof of sending notice and its delivery.
Agenda of First Board Meeting
The agenda for the First Board Meeting of the Company should include below mentioned businesses:
- To elect the Chairman of the meeting.
- To grant leave of absence, if any.
- To take note of the Certificate of Incorporation issued by the Registrar of Companies.
- To require note of the Memorandum and Articles of Association of the Company, as registered.
- To take note of appointment of the First Directors of the Company.
- To take note of the duties of the Directors of the Company as per Companies Act, 2013.
- To take note of general disclosure of interest of Directors in Form MBP 1.
- To take note of the Registered office address of the Company.
- To consider the appointment of First Auditors of the Company.
- To open Bank Account of the Company.
- To fix the fiscal year of the corporate.
- To take note of the printing of new stationery and name plates as per Section 12 of the Companies Act, 2013.
- To adopt common seal of the Company.
- To approve preliminary expenses incurred in connect with the incorporation of the Company.
- To adopt preliminary contracts.
- To authorize the issue of Share Certificates to the Subscribers of Memorandum.
- To take on record the application for PAN and TAN.
- To authorize a director to maintain books and statutory registers of the Company.
- To authorize a director to keep safe custody of Form MBP 1.
- To authorize a director to file various e-forms with Registrar of Companies.
- To authorize a director to take loans or for making investments, if necessary.
- To authorize a director to apply for other statutory registrations.
- To discuss any other matter with the permission of chair.
- Vote of Thanks.
Quorum
For the quorum purposes , two directors or one-third of the total strength whichever is higher and the director’s participation by video conferencing or by other audio visual means shall also be counted. Quorum shall be present throughout the Meeting.
Recording Attendance
Every Company shall keep separate attendance register for the Board Meeting where every director present at the meeting shall sign and maintain at registered office or such other place as approved by the Board.
Minutes
At the end of discussion on every agenda item, the Chairperson of the meeting shall announce the summary of the choice taken on such item alongside names of the administrators , if any, who dissented from the choice taken by majority.
Within 15days from the date of the conclusion of the Board Meeting, the draft minutes of the meeting shall be circulated among all the directors who shall confirm or give his comments in writing about the accuracy of recording of the proceedings within seven days from the date of circulation.
The minutes shall be entered in the minutes book within 30 days of the conclusion of the board meeting and shall be signed and dated by the Chairperson of the meeting or by the chairperson of the next meeting.
The pages of the minutes books shall be consecutively numbered and shall be kept at the Registered Office of the Company or at such other place as approved by the Board.