Background

Every company1 incorporated under the Companies Act shall observe Secretarial Standards with respect to the Board Meetings. As part of the STATUTORY COMPLIANCE FACILITATION KIT, this tutorial notes on Meetings of the Board is meant to facilitate compliance under Companies Act, 2013 of a Private Limited Company.

References

  • Section 173, 174 of Companies Act, 2013
  • Secretarial Standard-1 (SS-1) under Section 118 (10) of Companies Act 2013
  • Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014

Key Provisions

  • Number of Meetings: First Board meeting should be held within 30 days of the date of incorporation. In addition, there shall be a minimum of 4 Board meetings every year.
  • Frequency: The Board shall meet at least 4 times in every calendar year, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board.
  • Time and Place: A Meeting may be convened at any time, any place and on any day.
  • Quorum: 1/3rd of a total number of directors or a minimum of 2 directors whichever is higher. Quorum shall be present throughout the Meeting.
  • Notice: : Notice convening a Meeting shall be given at least seven clear days in writing before the date of the Meeting, unless the Articles prescribe a longer period.
  • Minutes: Every company shall keep Minutes of all Board Meetings in a book and shall preserve permanently.
  • Disclosure: : The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board held during the financial year indicating the number of Meetings attended by each Director.
  • Implications of non-compliance: As per Companies Act Section 173(4) “Every officer of the company whose duty is to give notice under this section (for convening the Board Meeting) and who fails to do so shall be liable to a penalty of twenty-five thousand rupees.”
Sl.No Activity Requirement Draft Template Tutorial Notes
1 Notice Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. BMT-1 BMT-1-TN
2 Attendance Every company shall maintain separate attendance registers for the Meetings of the Board at the Registered Office or such other place as may be approved by the Board. BMT-2 BMT-2-TN
3 Minutes Every company shall keep Minutes of all Board Meetings in a book maintained for that purpose at the Registered Office of the company or at such other place as may be approved by the Board BMT-3 BMT-3-TN
4 Disclosure The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board held during the financial year indicating the number of Meetings attended by each Director.

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This tutorial notes on Meetings of the Board is not intended to be a form of solicitation or advertising. The information contained in this update is of a general nature. Users of this information are expected to refer to the relevant existing provisions of applicable Laws.