Minutes of a Board Meeting is a formal written record, in physical or electronic form. In short, board meeting minutes contain a summary of the matters discussed and decisions taken at such meeting. Further, all companies registered in India are required to maintain minutes, except OPC and Section 8 Company,.
The minutes shall be maintained as per the manner prescribed in Section 118 of the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India (ICSI).
As per section 173(1) of the Companies Act, 2013, every company is required to hold its first Board Meeting within 30 days of incorporation.
Thereafter, a company is required to hold at least 4 Board Meetings in each Financial Year and the gap between two meetings shall not be greater than 120 days.
Agenda Items for first Board Meeting
The following items must be a part of the minutes of the first board meeting:
- Elect the Chairperson of the meeting
- Grant leave of absence to the Directors who couldn’t attend the meeting
- Authorize a person to record the proceeding of Board Meetings.
- Authorize a director of Company to certify and circulate certify copy of Board Minutes.
- Note the Certificate of Incorporation of the company, issued by the Registrar of Companies
- Take note of the Memorandum and Articles of Association of the company, as registered.
- To take note of the Registered Office of the company.
- To confirm/note the appointment of the first directors of the Company
- Disclosure of interest of Board of Directors of the Company as per the provision of Section 184 of the Companies Act, 2013.
- Disclosure of disqualification to act as a Director of the Company as per the provision of Section 164 of the Companies Act, 2013.
- Fix the Financial Year of the Company.
- Appoint first auditor of the Company.
- Take note of subscribers to Memorandum
- Authorize the issue of Share Certificates to the Subscribers of Memorandum.
- Authorize the directors to file forms with MCA
- Approve Preliminary Expenses and preliminary contracts
- Authorize a Director to Maintain Books And Registers of the company at registered office.
- Any other Items with the Permission of the Chair
Hence, it must be made sure that the above-mentioned agendas are taken in to account in the first board meeting.