Convening of First Board Meeting

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. Agenda for the First Board Meeting
No.
1. To appoint the Chairman of the Meeting.
2. To grant leave of absence of Directors, if any
3. To note the Certificate of Incorporation of the company, issued by the
Registrar of Companies
4. To take note of the Memorandum and Articles of Association of the
company, as registered.
5. To note the situation of the Registered Office of the company
6. To note the first Directors of the company.
7. To read and record the Notices of disclosure of interest given by the
Directors.
8. To consider appointment of Additional Directors.
9. To consider appointment of the Chairman of the Board, if any
10. To consider appointment of the First Auditors.
11. To adopt the Common Seal of the company.
12. To appoint Bankers and to open bank accounts of the company.
13. To authorise printing of share certificates
14. To authorise the issue of share certificates to the subscribers to the
Memorandum and Articles of Association of the company.
15. To approve and ratify preliminary expenses and preliminary
agreements.
16. To approve the appointment of the Key Managerial Personnel, if
applicable and other senior officers.
17. To implement applicable Secretarial Standards for Board Meeting
18. To authorise Director(s) of the company to file a declaration with the
ROC for commencement of business.