13 March 2014
A Pvt. Ltd. Company was incorporated on 11.03.2014 with an Authorised Capital of Rs. 100000/- with Two Directors (One Managing Director and One Director) . This Company is engaged in the field of Real Estate Business (selling of plots) It wants to commence its businees on 13 .03.2014 and decided to open a Bank A/c immediately for transacting business with the customers. Accordingly they have prepared a Resolution passed on 12.03.2014 for submission to the Bank for opening of Bank A/c.
Now the query is :
1. Whether the Resolution is valid or not? 2. For passing the Resolution the First Meeting of Board of Directors should be convened with a proper quorum and a proper notice with at least 07 days prior to the date of meeting (excluding the date of notice and date of meeting). In this case it is not like so . My query is can the Meeting be held on the second day itself after Incorporation of the Company . In this case the 12 th.
Kindly suggest me whether this is valid or not ?
If not what are the consequences under Companies Act 2013.
15 March 2014
The meeting is validly conducted if both the Directors are present in the meeting (i.e proper Quorum is met).
Section 286 of CA, 1956 does not mention time limit for sending Board notice. There is no restriction on minimum days for Board Meeting notice as per CA, 1956.
Section 173 of CA, 2013 has brought in requirement of minimum 7 days notice. This section is not yet notified. So your meeting is validly conducted.
In my opinion, you should first proceed with making PAN card of company before applying for account opening.
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