Holding First Meeting of Board of Directors of a Company

By | September 13, 2017

Section 173(1) of the Companies Act, 2013 prescribes that every company shall hold the first meeting of the Board of Directors within 30 days of the date of its incorporation.

Key Considerations:

1) Conduct first Board meeting within 30 days of Incorporation of Company
2) Directors can participate in Board Meeting either in Person or through Video Conferencing or other audio visual means.
3) Participation of the director by video conferencing or by other audio visual means shall be counted in quorum.
4) Notice of Board meeting can be given by electronic means.
5) Notice, agenda and notes on agenda must be given at least 7 days before the Meeting or less than 7 days i.e. shorter period notice and agenda.

The following procedure is to be followed for Holding first board meeting of the company [Section 173 & 174 and Rule No. 3 of the Companies (Meetings of Board and its Powers) Rules, 2014] read with SS1 (Secretarial Standard on meetings of the board of directors) issued by ICSI:

I. Calling of Board Meeting;

1. Ensure that the first meeting of the Board of Directors is held within 30 days from the date of incorporation of the company. [Section 173(1)]

2. Any director of the company may issue a notice for convening first board meeting of the company. (Clause 1.1.1 and Clause 1.3.2 of Secretarial Standard on meetings of Board of Directors) .

3. Issue not less than 7 days or shorter period notice in writing to every director at his address registered with the company, unless the Articles prescribes a longer period and such notice shall be sent by hand or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means. Additional two days shall be added if notice is sent by speed post/courier/registered post. [Section 173(3) and clause 1.3.1and Clause 1.3.6 of Secretarial Standard on meetings of Board of Directors]

4. The notice should specify the serial number, day, date, time and full address of the venue of the meeting. If Meeting is being held at a shorter Notice, this fact shall be stated in the Notice. (Clause 1.3.3 and Clause 1.3.11 of Secretarial Standard on meetings of Board of Directors)

5. The notice of meeting shall inform the directors regarding option available to them to participate through Video conferencing or other audio visual means, provide them necessary information to avail such facility and seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting. Notice shall also contain the contact number or e-mail address (es) of the Chairman to whom the Director shall confirm in this regard. Notice shall also clearly mention a venue, whether registered office or otherwise, to be the venue of the Meeting and it shall be the place where all the recordings of the proceedings at the Meeting. would be made. [Rule 3 (3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 1.2.2, Clause 1.3.4 of Secretarial Standard on meetings of Board of Directors]

Read more procedure is to be followed for Holding first board meeting of the company under Companies Act 2013

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