The first Board Meeting of the financial year is a key compliance checkpoint for listed companies. It’s an opportunity to review director disclosures, appoint auditors, approve budgets, and set the tone for the year ahead. In this post, we list 10 critical items that should be included in the agenda of the first Board Meeting of every financial year for a listed entity and their Minutes, as per the Companies Act, SEBI LODR, and Secretarial Standards.
Item No. X: Noting of Disclosure of Interest by Directors (Form MBP-1)
The Chairperson informed the Board that all Directors have submitted their disclosures in Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013. The same was taken on record.
Item No. X: Declaration of Independence by Independent Directors
The Independent Directors reaffirmed their independence in accordance with Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.
The Board took note of the same.
Item No. X: Confirmation under Section 164(2) of the Companies Act, 2013
All Directors submitted declarations confirming that they are not disqualified under Section 164(2) of the Companies Act, 2013.
The Board took the same on record.
Item No. X: Approval of Annual Operating Plan and Budgets for FY [20XX–XX]
The Annual Operating Plan and Budget, including revenue targets, expenditure estimates, cash flows, and capital requirements for FY [20XX–XX], as presented by the [CFO/MD], were reviewed and discussed.
The Board approved the Annual Operating Plan and Budget.
Item No. X: Review and Approval of CSR Annual Report for FY [20XX–XX]
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companies (Accounts) Rules, 2014, the Annual Report on CSR Activities for the Financial Year ended [date], as approved by the Corporate Social Responsibility Committee at its meeting held on [date], was reviewed and approved for inclusion in the Board’s Report for the Financial Year [20XX–XX].
Item No. X: Approval of CSR Annual Action Plan for FY [20XX–XX]
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the Company is required to spend, in every financial year, at least 2% of its average net profits made during the three immediately preceding financial years. The Corporate Social Responsibility (CSR) Committee at its meeting held on [date] approved an amount of [amount in rupees] to be incurred on CSR Activities for the Financial Year [20XX–XX].
The Annual Action Plan showing details of the activities proposed to be undertaken by the Company during the Financial Year [20XX–XX], as recommended by the CSR Committee in accordance with the CSR Policy of the Company, was placed before the Board.
The Board discussed the matter and passed the following Resolution:
“RESOLVED THAT pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder and Corporate Social Responsibility Policy of the Company and in accordance with the recommendation of the Corporate Social Responsibility Committee of the Company, Corporate Social Responsibility activities to be undertaken by the Company during the Financial Year [20XX–XX] amounting to [amount in rupees], be and are hereby approved.”
Item No. X: Appointment / Re-appointment of Statutory Auditors
The Chairman informed the Board that the term of the existing Statutory Auditors, M/s [Current Auditor’s Name], Chartered Accountants (Firm Registration No. [XXXXXXX]), is expiring at the conclusion of the upcoming Annual General Meeting (AGM). Accordingly, the Company is required to appoint new Statutory Auditors in compliance with Section 139 of the Companies Act, 2013 and applicable rules framed thereunder.
Based on the recommendations of the Audit Committee, it was proposed to appoint M/s [New Auditor’s Name], Chartered Accountants (Firm Registration No. [XXXXX]) as the Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting(AGM) until the conclusion of the [AGM held after 5 years], subject to approval of the shareholders. The Board discussed the matter and passed the following Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), and based on the recommendation of the Audit Committee, M/s [New Auditor’s Name], Chartered Accountants (Firm Registration No. [XXXXX]), be and is hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of the [____th] Annual General Meeting until the conclusion of the [____th] Annual General Meeting (AGM) of the Company, subject to approval of the shareholders at the ensuing AGM, at such remuneration plus applicable taxes and reimbursement of out-of-pocket expenses as may be mutually agreed between the Board of Directors and the Statutory Auditors.
RESOLVED FURTHER THAT any Director of the Company or the Company Secretary be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution including filing of necessary forms with the Registrar of Companies.”
Item No. X: Appointment of Cost Auditor for FY [20XX–XX]
The Chairperson informed the Board that as per the provisions of Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditor for auditing cost records of the Company for the financial year [20XX–XX].
Based on the recommendation of the Audit Committee at its Meeting held on [date], it was proposed to appoint M/s [Cost Auditor Name], Cost Accountants (Firm Registration No. _______), as the Cost Auditor of the Company.
The following resolution was passed:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, including any statutory modification(s) or re-enactment thereof, M/s [Cost Auditor Name], Cost Accountants (Firm Registration No. ________), be and is hereby appointed as the Cost Auditor of the Company for the financial year [2024–25], to conduct audit of cost records maintained by the Company as prescribed under the applicable rules, at a remuneration of ₹[Amount] plus applicable taxes and out-of-pocket expenses, as may be mutually agreed.
RESOLVED FURTHER THAT the Board recommends the remuneration of the Cost Auditor for ratification by the shareholders at the ensuing Annual General Meeting.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to file the necessary forms with the Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to this resolution.”
Item No. X: Appointment of Secretarial Auditor for FY [20XX–XX]
The Chairperson informed the Board that pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to obtain a Secretarial Audit Report from a Practicing Company Secretary.
It was proposed to appoint M/s [PCS Firm Name], Practicing Company Secretaries (CP No. ___ / FCS No. ___), as the Secretarial Auditor of the Company for the financial year [20XX–XX].
“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s [PCS Firm Name], Practicing Company Secretaries (FCS No. ___ / CP No. ___), be and is hereby appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year [20XX–XX], at a remuneration of ₹[Amount] plus applicable taxes and reimbursement of actual out-of-pocket expenses.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
Item No. X: General Authorization for Withholding of UPSI from Agenda Papers
The Chairperson informed the Board that, in certain situations, the sharing of agenda papers containing Unpublished Price Sensitive Information (UPSI) in advance with directors may not be appropriate due to the highly sensitive nature of the information and the risk of inadvertent leakage.
It was proposed to give consent for sharing of UPSI at the respective Meetings of the Board or at shorter notice in place of sharing it in Agenda Papers.
Board discussed the matter and passed the following Resolution:
“RESOLVED THAT in accordance with Clause 1.3.7 of the Secretarial Standard on Meetings of the Board of Directors (SS-1) specified by the Institute of Company Secretaries of India, applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 and other applicable provisions, if any, the Board hereby accords general consent to withhold the circulation of agenda items or papers that contain Unpublished Price Sensitive Information (UPSI) and to place such matters before the Board or Committee(s) at the time of the meeting directly or at shorter notice, along with proper justification and safeguards.”
FAQs on First Board Meeting Requirements
1. Is Form MBP-1 required every year?
Yes. All directors must file MBP-1 annually or whenever there’s a change in interest.
2. Can UPSI be excluded from agenda papers?
Yes, as per SEBI (PIT) Regulation 3(3) and SS-1 Clause 1.3.7, UPSI can be withheld from agenda papers and tabled during the meeting with justification.
3. Is Secretarial Auditor appointment mandatory for all listed companies?
Yes. Under Section 204, all listed companies must appoint a Practicing Company Secretary for conducting Secretarial Audit.
4. Can cost auditor appointment be done without shareholder approval?
No. While the Board appoints the Cost Auditor, remuneration must be ratified by shareholders at the AGM.
5. What happens if Independent Directors don’t submit fresh declaration?
Failure to reaffirm independence could impact committee compositions and attract non-compliance under SEBI LODR.
Final Word
Starting the financial year with a well-planned board meeting sets the right tone for governance and regulatory discipline. Make sure these 10+ critical items are always on your first meeting’s agenda.
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