Section 173 of of Companies Act 2013 -Meetings of Board
♦ First meeting within 30 days of its incorporation.
♦ Minimum four board meetings every year (maximum gap between 2 consecutive meetings can be 120 days).
♦ Participation may be either in person or through video conferencing or other audio visual means.
♦ Following matters cannot be dealt in a meeting through video conferencing or other audio visual means:
♦ the approval of the annual financial statements;
♦ the approval of the Board’s report;
♦ the approval of the prospectus;
♦ the Audit Committee Meetings for [consideration of financial statement including consolidated financial statement if any, to be approved by the board under sub-section (1) of section 134 of the Companies Act, 2013 ]; and
♦ the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
♦ Minimum 7 days notice required for calling board meeting at registered address of Director’s (by hand delivery/post/electronic means). Shorter notice can be given to transact urgent business.
♦ Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees
Section 174 of of Companies Act 2013 – Quorum of Meetings of Board
♦ 1/3rd(fractions shall be rounded off as one) of total strength(it shall not include directors whose places are vacant)
or
2 directors
(whichever is higher)
Participation through video/audio means shall also be counted for the purpose of quorum
♦ If interested directors ≥ 2/3rd(fractions shall be rounded off as one) of total strength of BOD, then, the no. of directors who aren’t interested and present at the meeting(minimum 2), shall be the quorum.
♦ If meeting couldn’t held due to want of quorum, then meeting adjourned (unless AOA otherwise provide) to same day, time & place in next week (if that is national holiday then next succeeding day which is not a national holiday
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