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.
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The board meeting can be called by any director of the company at any time by summoning the company secretary or whether is no company secretary any person authorised by the board in this behalf. On requisition of a director the company director or the person authorised shall convene a meeting of the board in consultation with the chairman or in his absence the managing director or in absence of managing director with the whole-time director. Every meeting shall be called by giving a notice to other directors of the company about time and place and agenda if any of the meeting.
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.
| S.No | Agenda of the Board Meeting |
|---|---|
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1. |
To appoint the Chairman of the Meeting. |
|
2. |
To note the Certificate of Incorporation of the company, issued by the Registrar of Companies |
|
3. |
To take note of the Memorandum and Articles of Association of the company, as registered. |
|
4. |
To note the situation of the Registered Office of the company and ratify the registered document of the title of the premises of the registered office in the name of the company or a Notarised copy of lease / rent agreement in the name of the company. |
|
5. |
To note the first Directors of the company. |
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6. |
To read and record the Notices of disclosure of interest given by the Directors. |
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7. |
To consider appointment of Additional Directors. |
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8. |
To consider appointment of the Chairman of the Board. |
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9. |
To consider appointment of the first Auditors. |
|
10. |
To adopt the Common Seal of the company. |
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11. |
To appoint Bankers and to open bank accounts of the company. |
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12. |
To authorise printing of share certificates and correspondence with the depositories, if any. |
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13. |
To authorise the issue of share certificates to the subscribers to the Memorandum and Articles of Association of the company. |
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14. |
To approve and ratify preliminary expenses and preliminary agreements. |
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15. |
To approve the appointment of the Key Managerial Personnel, if applicable and other senior officers. |
|
16. |
To authorise Director(s) of the company to file a declaration with the ROC for commencement of business. |
The first meeting of the directors after incorporation of the companies is very important as it must deal with various provisions of the Companies Act and a decision is to be arrived with respect to each such requirement.