Board Meetings are meetings at the highest level, i.e. a meeting where Board members or their representatives are present. A company is not an actual entity but a legal one so it cannot take actions and make decisions. The board of directors act as agents through which the company takes actions as well as makes decisions.
A company can take decision through (1) Board Meeting (2) General Meeting
Section 173 (1) Every Company shall hold meeting of the Board of Directors of the company within 30 days of its incorporation and thereafter minimum four Board Meeting shall be held in each year (Calendar year) and Maximum gap between two Board Meetings shall not exceeds 120days
Explanation : company X Ltd, date of Incorporation is 30.02.2022
1st Board Meeting shall within 30.03.2022 and thereafter rest 3 board meeting shall be in such a way that 120 days does not exceeds between two Board Meeting. Example of Board Meeting Date 25.05.2022, 13.08.2022, 12.12.2022
Provided that the Central Government may, by notification, direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.
Provided further that a Specified IFSC public company shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year.
Provided
Section 173(2) The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time:
Explanation: Participation of Director and other Audio visual means shall be counted for the purpose of quorum for the purpose of the Board Meeting.
Section 173(3) A meeting of the Board shall be called by giving not less than seven days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means ( if Director’s address is not available with the company then address mentioned in DIN application form shall be consider for sending Notice of the Board Meeting):
Explanation: As per SS-1 in case Notice sent by speed post or courier services then Two additional day shall be added.
Example : Date of Board meeting 20.07.2022 and Notice needs to be send in case of speed post or courier, date of sending (atleast) notice will be 10.07.2022
Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director , if any, shall be present at the meeting
Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any.
Explanation: less than 7 days notice shall be given in urgent transaction provided one Independent Director is present in such meeting and if there is no Independent Director in the company then decision taken on such meeting shall be approved by majority of Directors of the company.
(4) 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.
(5) A One Person Company, small company, dormant company and a Private Company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days:
Explanation: above mentioned company (Opc, small company, dormant) it requires two hold two Board meeting in each of the calendar year and minimum gap is 90 days between two Board meeting
Provided that nothing contained in this sub-section and in section 174 shall apply to One person Company in which there is only one director on its Board of Directors.
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