The first meeting of the directors after
incorporation of the companies is very important as it deals with various
provisions of the Companies Act and a decision is to be arrived with respect to
each such requirement.
There is a concept of separation of ownership
and management in case of a company, the shareholders as a body represents
ownership whereas the board of directors represents management of the company.
The board is entrusted with the responsibilities to steer ahead the company
based on its vision. The directors are also responsible for statutory
compliances as required under the companies act and other laws. The directors
exercise their responsibilities by taking decisions at the meetings of
directors also known as board of directors. The companies act prescribes that
during the financial year at least four board meeting must be held with the gap
of not more than 120 days between two consecutive meetings however, in case of
small companies it has been relaxed and wherein only two meetings are required
to be held. There is no limit on maximum number for which a board meeting can
be held.
The first board meeting is
very important as various important decisions must be taken by the board, these
decisions are not only important from the perspective of managing a company but
also from the perspective of complying with the legal provision of Companies
Act, 2013, and other laws as may be applicable. Following is an indicative
agenda of the first board meeting.
Sl. No.
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Agenda for the First Board
Meeting
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1.
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To appoint the Chairman of
the Meeting.
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2.
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To grant leave of absence of
Directors, if any
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3.
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To note the Certificate of
Incorporation of the company, issued by the Registrar of Companies
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4.
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To take note of the
Memorandum and Articles of Association of the company, as registered.
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5.
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To note the situation of the
Registered Office of the company
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6.
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To note the first Directors
of the company.
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7.
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To read and record the
Notices of disclosure of interest given by the Directors.
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8.
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To consider appointment of
Additional Directors.
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9.
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To consider appointment of
the Chairman of the Board, if any
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10.
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To consider appointment of
the First Auditors.
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11.
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To adopt the Common Seal of
the company.
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12.
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To appoint Bankers and to
open bank accounts of the company.
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13.
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To authorise printing of
share certificates
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14.
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To authorise the issue of
share certificates to the subscribers to the Memorandum and Articles of
Association of the company.
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15.
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To approve and ratify
preliminary expenses and preliminary agreements.
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16.
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To approve the appointment of
the Key Managerial Personnel, if applicable and other senior officers.
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17.
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To implement applicable Secretarial
Standards for Board Meeting
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18.
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To authorise Director(s) of
the company to file a declaration with the ROC for commencement of
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