As per Section 173 of Companies Act, 2013 read with Companies (Meeting of Board and its powers) Rules, 2014 and Regulation 29, 30, 33 of SEBI (LODR) Reg. 2015 says about holding of Board Meeting in a Company and its intimation to Stock Exchange within prescribed timeline.
Every Company shall hold its first meeting within 30 days from its incorporation and then atleast four (4) meetings in a financial year with not more than 120 days of gap between two consecutive meetings.
However, the directors may participate in the meeting by physically present or through video conferencing or other audio- visual means which are capable of recording and storing the data along with date and time.
Further, a notice to directors should be given not less than seven days’ notice in writing to every director by post, hand delivery or by electronic means.
In Practical world, before holding a board meeting, these are the compliances needs to be fulfilled:
1. Complete all the Quarterly Compliances:
The Listed entity needs to complete and comply all the necessary quarterly fillings in (XBRL or in PDF) mode which needs to be done before stock exchange where the shares of respective entity is listed within prescribed timeline as may be applicable from end of every quarter.
2. Fixing on Day, Date, Time and Venue of the Board Meeting
The Company Secretary or the authorized representative may work upon fixing of the day, time and venue of the board meeting in consultation with managing director or other director as the case may be.
However, if the venue of the meeting is other than registered office of the Company then it should book beforehand.
3. Start Workings on Board Meeting Documents
The Company Secretary or the authorized representative should start drafting of board meeting notices, agendas, attendance slip, minutes of last board meeting or other committee meeting, resolution forms, internal audit reports given by internal auditor or any other regulatory report of the Company.
Further, the CS may work upon preparation of presentation which will be shown during the meeting or any other information, reports as it is required to be shown.
4. Prior intimation of Board Meeting
The Company Secretary shall send proper notice to all the directors of the Company along with intimation to stock exchange(s) atleast seven days prior to the meeting and with at least two days advance notice to stock exchange(s) respectively.
5. Pre- Board meeting Arrangements
The Company Secretary shall work on organizing respective folders for the directors, auditors who will be present physically in the meeting which shall contain agendas, notepad, and pen for the said meeting.
A separate folder shall also be made which shall have the Internal Audit report for the said quarter, LODR compliances, and reports of filling to any other regulatory.
6. Day of the Board Meeting
The CS shall arrive early at the venue to ensure all the things are in place viz-a-viz well organized meeting room; all reports are in place, refreshments and ensure all members are present and so on.
During the meeting, it shall ensure that chairperson is present and the required quorum is met. The attendance slip shall be filled on prior basis and then discussion on the said agendas shall begin.
The Company Secretary shall take note of the entire proceedings including conclusion on each items and if there is any changes in the said agendas it shall be taken into consideration.
7. Post meeting Compliances
The Company secretary and the authorized representative shall take necessary measure to complete all the Compliances after the meeting such as:
- Any material event or decision affecting shareholders must be disclosed to the stock exchanges within 24 hours (e.g., dividend declaration, change in directors).
- Post Meeting Outcome under Regulation 30 and 33 of SEBI (Listing of Obligation and Disclosure Requirement) Regulations, 2015 to respective stock exchange(s) in PDF mode.
- Board meeting outcome under the head of financial results shall be published on respective stock exchange PDF as well as in XBRL mode.
- Fillings on Related Party Transaction in XBRL mode (if applicable)
- Newspaper Advertisement in English as well as in Vernacular language along with PDF intimation on respective stock exchange(s).
- Sitting fees paid to Independent Directors and Non-executive Directors.
- File the Board resolutions passed during the meeting (e.g., approval of financial statements, dividend declaration, etc.) with the Registrar of Companies (ROC) (if required).
- Update the Board resolution register with the resolutions passed and If there are any changes in directors (e.g., appointments, resignations), update the Register of Directors and file with Registrar of Companies (Form DIR-12).
- As per SEBI LODR Requirements, Upload the approved financial statements and minutes on the company’s website.
- Review and implement decision that the decisions taken during the Board meeting are implemented in a timely manner, and monitor progress.
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