Earlier under the Indian Companies Act, 1913 there was no concept of minimum number of board meetings but Companies Act, 1956 brought in the concept of minimum number of board meetings. The purpose for having statutory backing for minimum number of board meeting was to avoid infrequency and irregularity of board meeting because directors are like trustees on behalf of shareholder/members and  by looking at the importance of position of directors it was felt necessary to have minimum number of board meetings at reasonably frequent intervals for companies so that all the directors (i.e. board of directors) can meet at regular intervals to discuss various strategic policies for a company and to know the affairs of the company because you must be aware director may be executive or non-executive where executive director take part in day to day management and functioning of the company and non-executive director don’t, so through board meeting held at regular intervals, non-excutive and executive direcots will meet in one room and can discuss policies and affairs of the company and can take corrective measures if there is anything wrong in the company.

Though Bhabha Committee recommended for at least one meeting in 2 months but Parliament replaced it with at least 1 board meeting in every three months.

Earlier in section 285 of the Companies Act, 1956 there was no strict timeline for first board meeting. However there was section 224(5) which had provision for holding board meeting for appointing first auditor or auditors within 30 days from the date of registration of the companies (please refer section 139(6) corresponding to section 224(5) which contains similar requirement for the first auditor of a company  other than Government Company). Now in section 173(1) there is explicit provision for holding first board meeting within 30 days of the date of incorporation of a company.

Earlier in section 285 of the Companies Act, 1956 there was requirement for holding at four board meeting in every year with at least one meeting in every three months but section 173(1) contains provision for at least four meeting every year in addition to first board meeting and gap of two consecutive meeting shall not be more than 120 days.

In section 173(1) year means calendar year according to clause 66 of section 3 of General Clauses Act, 1897. In Companies Act, 1956 requirement was to hold at least one board meeting in each quarter so earlier it was possible that a company could have held one board on first day of one quarter and other board meeting on the last of day of next quarter therefore gap of almost 6 months was possible between two consecutive meeting. However under Companies Act, 2013 maximum gap between two consecutive meeting can be maximum of 120 days.

Though there is some relaxation OPC, small company, dormant company and private company (if such private company is a start-up) can hold one meeting in each half of calendar i.e. at least 2 board meetings in a calendar year and gap between the two meetings is not less than ninety days i.e. gap between 2 meetings must be of at least 90 days.

Section 8 company can hold at least one board meeting in every six calendar months i.e. at least 2 board meeting in a year

Specified IFSC public and private company can hold first board meeting within 60 days of its incorporation and these companies are required to hold at least one board meeting in each half of the calendar year i.e. at least 2 board meeting in a year.

As you must be aware that minimum director in a OPC can be one that is why section 173 of the Companies Act, 2013 says that OPC having only one director is not required to hold board meeting.

For listed companies Regulation 17(2) of Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015 says that Board of directors shall meet at least 4 times in a year with maximum time gap of 120 days between any two meetings.

Please refer section 173 of the Companies Act, 2013, SS-1- Secretarial standard on meetings of Board of directors, Regulation 17(2) of Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015.

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Disclaimer – Author has exercised utmost care while writing this article, but still this article may contain some error or mistake and no part of this article/writing should be construed or considered as any advice or consultancy whether professional or otherwise.

Author may be reached at [email protected]

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Qualification: CA in Practice
Company: KARACT FILINGS
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Member Since: 26 Jan 2018 | Total Posts: 22
Chartered Accountant having more than 6.5 years of very rich experience in the field of GST, Custom, Income-tax, Company law, LLP law, Corporate law, pre-GST regime indirect tax laws (VAT, Service tax,, Excise law etc.), FCRA, FEMA, Accounting, Financial reporting, Ind-AS, IFRS, stock market etc. View Full Profile

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