Summary: The procedure for conducting a Board Meeting is governed by Section 173 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Secretarial Standards issued by the Institute of Company Secretaries of India. The process begins with pre-meeting planning, including fixing the meeting date within the prescribed interval, finalising agenda items, issuing at least seven days’ notice to directors and circulating agenda notes, supporting documents and draft resolutions. Where directors participate through Video Conferencing or Other Audio-Visual Means, appropriate technical and compliance arrangements must also be made. During the meeting, the Chairman is elected where necessary, quorum is ascertained, agenda items are taken up for noting or approval, resolutions are formally considered and directors vote on them. The minutes record proceedings, deliberations and directors’ assent or dissent. Interested directors must disclose their interest and refrain from participating in the relevant discussion or voting, with appropriate arrangements where the Chairman is interested. Post-meeting compliance includes preparation and circulation of draft minutes within fifteen days, allowing directors seven days for comments, finalisation and signing or digital authentication of minutes, and circulation of signed minutes. The provisions apply to private companies subject to the stated exceptions and relaxed meeting requirements for specified companies.
Procedure for Conducting Board Meeting and Procedure for 165 Passing of Board Resolution by Physical Presence and Minutes of Board Meeting under Companies Act, 2013
GOVERNING PROVISIONS:
Section 173 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Secretarial Standards issued by the Institute of Company
Secretaries of India.
1. PROCEDURE:
| Sr. No | STEPS |
|---|---|
| 1. | Pre-Board Meeting Planning and Compliance:
√ In writing √ By hand delivery / post / electronic mode
Share the following with directors and invitees: √ Agenda of the meeting √ Notes to agenda √ Supporting documents / annexures √ Draft resolutions These may be sent along with the notice or separately.
Make necessary arrangements for: √ Travel and accommodation of directors / invitees (if required) √ Meeting venue readiness
If any director intends to participate through Video Conferencing (VC) or Other Audio-Visual Means (OAVM): √ Arrange proper technical setup √ Ensure compliance with prescribed standards √ Test connectivity prior to meeting |
| 2. | Board Meeting Proceedings:
The resolution is considered passed upon requisite majority.
Disclosure of Interest If any director is interested in an agenda item: √ Must disclose interest √ Shall not participate in discussion or voting √ May be requested to leave the meeting
√ The Chair shall be handed over to a disinterested director √ Such change and disclosure shall be recorded in minutes |
| 3. | Post-Meeting Compliance and Documentation”
The minutes of the meeting shall contain, inter alia, the following particulars: (i) serial number of the meeting; (ii) date and time of the meeting; (iii) venue of the meeting; (iv) names of the Directors and invitees who attended the meeting; and (v) such other details as may be required under Secretarial Standard‑1.
|
2. STEPS NOT APPLICABLE TO PRIVATE COMPANIES:
| The provisions ofSection 173 of the Companies Act, 2013 read with the Rules and Secretarial Standard 1 apply to all companies, including private companies, except a One Person Company having only one Director.
Private companies classified assmall companiesare required to hold at least two Board Meetings in each half of a calendar year, with a minimum gap of 90 days between meetings. |
**This document is for educational purposes only and does not constitute legal advice.
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Author: Ms. Kathanshi Jain Article Assistant at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: [email protected]
