Suggested Matters that may be Considered in the 1st Board Meeting with a focus on Listed Company

30 April 2014 • CS Smriti Sharma

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30 April 2014 • CS Smriti Sharma

Please note that as per Section 2(52), “listed company” means a company which has any of its securities [See footnote 1] listed on any recognised stock exchange. This means that a Private Limited company which has its Debentures listed shall also be deemed to be a listed company for the purpose of Companies Act, 2013;.

Suggestive agenda items that may be included in the 1st BM are:.

  • Appointment of Key Managerial Personnel (MD/CEO/Manager, CS & CFO).
  • Devise CSR policy & spending – [Section 135] only if company is having net profits of Rs 5 Crores or more or a turnover of more than Rs. 500 crores..
  • Constitution of following Committees
    • Adopt new Whistle Blower Policy – Vigil mechanism – [Section 177(9)] Details of establishment of this mechanism shall be disclosed on its website, if any and in the Board’s Report
    • Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors.
    • Audit Committee with minimum 3 Directors and independent directors forming the majority.
    • Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
    • Stakeholder’s Relationship Committee consisting of a chairperson who is a non-executive director (for companies having more than 1000 stakeholders, i.e. Shareholders, debenture holders, deposit holders or security holders).
  • Obtain certificate of Independence from Directors [Section 149(7)]
  • Terms of reference of Audit Committee –Additional items to be placed before audit committee at each meeting – [Section 177(4)]
  • Devise Code for independent Directors – Schedule IV
  • Maintain Register of KMPs
  • Identify related parties – To be notified to accounts department.
  • Approve notice of disclosure of interest by Directors’ in Form MBP 1.
  • Obtain disclosure in form DIR – 8 as per sec 164(2) of the Act which relates to disqualification of a Director. This is to be obtained before a Director is appointed or re-appointed. For details, please read our blog – Disqualification of Directors.
  • Appoint Internal Auditors: Every listed company and such other class of unlisted public companies and private companies which meet the specified criteria is required to appoint an internal auditor to conduct internal audit of the functions and activities of the company. Internal auditors to be appointed within 6 months of commencement of this section.
  • To discuss on the matter of appointment of women director in the Board. (However, 01 year transition period as per NCA and six months periods i.e. 30.09.2014 as per Listing Agreement has provided but recommended to take note of the same going forward)

 

Please do not forget to do the necessary filing with RoC, if any w.r.t the matters that may be applicable in your case.

……….

[1] Footnote on Securities

Sec 2 (81) of the Companies Act, 2013 states that “securities” means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956;

Sec 2(h) of SCRA : “securities” include shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate;


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7 comments

  1. Please let me know whether the decision regarding issue of shares on rights basis can be done in the committee meeting by the committee of directors instead of in the actual board meeting, since the committees of directors also consist of board of directors only.

    Kindly confirm.

    Thanks and Regards,
    Meenal

    1. Decision regarding rights issue can only be passed by the Board of Directors in the Board Meeting as Section 179 (3)(c) clearly states that the power to issue securities shall only be exercised by the Board by means of resolutions passed at such meetings.

  2. Very informative article. But Is it possible for a private limited company to list its debetures with STX and the company to be called a listed company?

  3. Dear Sir,

    If the Board of Directors of a Private Limited Company proposes to form committees of the Board such as legal committee, banking committee, remuneration committee, recruitment committee etc., though it does not fall under the specific criterias laid down by the Companies Act, 2013 for Audit Committee, Nomination and Remuneration Committee etc.,

    1. Can any person of the Company be a member of such committees or it is mandatory to have only Board of Directors of that Company as the members of such committees?

    2. If any person of the Company other than the directors of the Company can become the members of such committees, do they have right to vote and other rights, which are generally available to all the Board of Directors?

    3. Since there are no specific provisions under the Companies Act, 2013 with respect to legal committee, banking committee etc., can that Private Limited Company have its own policies for these committees?

    Kindly advise.

    1. If the committees you are about to form are non mandatory committees according to Companies Act, 2013 than the co. can have its own policies for these committees and any person can be a member of these committees.

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