First Board Meeting should be held within 30 days from the date of incorporation of the company. There should be at least four Board Meetings in a year having one Board Meeting in every quarter of the year. The maximum interval between the two Board Meetings should not exceed 120 days.

The First Board Meeting of the Meeting shall be as per the provisions of Companies Act. Under mentioned are the illustrative but exhaustive items of business to be transacted at the meeting and the following business may be transacted at the meeting:-

1.      Election of the Chairman of that particular meeting
2.     Appointment of Chairman of the Board of Directors
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 appoint the first Directors of the company
7.     To fix the financial year of the company
8.     The appointment of the first Auditors
9.     To adopt the Common Seal of the company
10.   To appoint Bankers and to open bank accounts of the company
11.    To authorize the issue of share certificates to the subscribers to the Memorandum and Articles of Association of the company
12.    To approve preliminary expenses and preliminary contracts
13.    To consider the appointment of the Managing Director/Whole time Director/Manager and Company Secretary, if applicable and other senior officers
14.    To decide the date, time and place of the next Board Meeting
15.    To give direction to the Secretary to purchase books and registers
16.    To approve the Statement in lieu of prospectus if the company is a public company.

Here, we will give you an idea about the Drafting of First Board Meeting’s Minutes.

PRESENT

1.             Mr. A                                      Chairperson

2.             Mr. B                                      Director

CHAIRPERSON

Mr. A was elected as Chairperson of the meeting. He took the chair and welcomed the Directors to the First Meeting of the Board.

QUORUM

The Quorum being present, the Chairperson declared the meeting open.

CERTIFICATE OF INCORPORATION OF THE COMPANY

The Board examined the Certificate of Incorporation dated [Date of Incorporation] issued by the Registrar of Companies, [Concerned State] and took it in the safe custody.

APPOINTMENT OF DIRECTORS

The Board was informed that in accordance with the provisions contained in section 254 of the Companies Act, 1956, the subscribers to the Memorandum of Association shall be deemed to be the Directors of the Company.  This was noted by the Board.  In this connection the following resolution was passed:

“RESOLVED that Mr. A and Mr. B who have subscribed their names to the Memorandum of Association of the company shall be deemed to be the Directors of the company.”

FIXATION OF FINANCIAL YEAR OF THE COMPANY

The Board discussed the matter of fixing financial year of the Company and passed the following resolution:

“RESOLVED THAT the first “Financial Year” of the Company be the period starting from the date of incorporation of the Company viz [First Financial year] both days inclusive, and the first statement of accounts of the company shall relate to the same period.

“RESOLVED FURTHER THAT the second and subsequent “Financial Year” of the company will be the period starting from 1st April to 31st March, in each year unless decided otherwise.”

SITUATION OF REGISTERED OFFICE OF THE COMPANY

A copy of Form No. 18 relating to the Registered Office of the Company filed with the Registrar of Companies, [Concerned State], was placed before the Board. The Board discussed the matter and passed the following resolution:

“RESOLVED THAT the Registered Office of the company be situated at [Address of Registered Office]

“RESOLVED FURTHER THAT a name plate containing Company’s name and address of the Registered Office be affixed at the registered office and that the Company’s name and address of the Registered Office be mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956.”

ADOPTION OF COMMON SEAL

Mr. B, Director placed before the meeting the exact copy of the common seal of the company. The same was examined and approved by the Board.  In this connection the following resolution was passed:

“RESOLVED that the seal as per impression affixed in the margin of the minutes and duly initiated by the Chairperson be and hereby approved and adopted as the common seal of the company and the same be kept in the safe custody of the Board.”

APPOINTMENT OF AUDITORS

Mr. A, Director suggested that M/s R. K. Patnia & Co., Chartered Accountants be and is hereby appointed as the First Auditors of the Company from the date of incorporation of the company to the conclusion of the First Annual General Meeting of the company and that they may be paid fees as fixed by the Board of Directors from time to time.  In this connection the following resolutions were passed:

“RESOLVED THAT the consent of the Board of Directors be and is hereby given to the appointment of M/s R. K. Patnia & Co., Chartered Accountants, as First Auditors of the company to hold office from the date of incorporation to the conclusion of the first Annual General meeting of the company at a remuneration as fixed by the Board of Directors.

“RESOLVED FURTHER THAT Mr. A, Director of the company be and is hereby directed to give intimation of this appointment to the Auditors so appointed.”

OPENING OF BANKING ACCOUNT AND PROCEDURE FOR ITS OPERATION

It was suggested that a current banking account be opened in the name of ABC Private Limited with ICICI Bank, Kolkata and Mr. A, Director of the company be authorized to operate the same.  In this connection the following resolution was passed:

“RESOLVED THAT a current bank account in the name of the company be opened with ICICI Bank Limited, Kolkata, and Mr. A, Director of the company be and is hereby authorized to sign or accept all cheques, bill of exchanges, promissory notes and other orders.

“RESOLVED FURTHER THAT the aforesaid bank be and is hereby instructed to honour all cheques, promissory notes and other orders drawn by and all bills accepted on behalf of the company whether such account be in credit or overdrawn and to accept and credit to the account of the company all moneys deposited with or owing by the bank or any account or accounts at any time or times kept or to be kept in the name of the company and the amount of all cheques, notes, bills, other negotiable instruments, orders or receipt provided they are endorsed/ signed  by the said person on behalf of the company and such signature shall be sufficient authority to bind the company in all transactions between the bank and the company including those specifically referred to herein.”

ADOPTION OF PRE-INCORPORATION AND PRE-OPERATIVE EXPENSES INCURRED BY THE PROMOTERS

The statement showing the pre-incorporation and pre-operative expenses placed before the Board was considered and the same was unanimously approved.  The following resolution was passed in this connection:

“RESOLVED that the pre-incorporation and post-incorporation expenses incurred by the promoters as placed before the meeting be and are hereby approved and accepted by the company”.

FILING OF STATUTORY FORMS

It was discussed that Ministry of Company Affairs has introduced the system of electronic filing of statutory forms and documents with Registrar of Companies under MCA 21 scheme in which the forms and documents are required to be signed digitally. Hence it was:

“RESOLVED that directors and Company Secretary of the Company be and are hereby severally authorized to sign in physical or digitally the various statutory forms and documents as and when required under various statutes under various authorities and with Registrar of Companies.

MAINTENANCE OF STATUTORY REGISTERS

It was discussed to buy and maintain all the Statutory Registers required under the Companies Act, 1956 and to make necessary entries therein.

VOTE OF THANKS

As there was no other business to be transacted the meeting came to an end with a vote of thanks to the chair.

                                                                                                                    

                                                                                                                     (CHAIRPERSON)

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