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 single director himself, has

no authority to act on behalf
of the company. However,
directors may delegate their
powers to a sub-committee of
directors.
 RULES REGARDING BOARD MEETINGS

1. Meeting of the Board (section 173)

Every company shall hold the first meeting of the board of directors within 30 days
of the date of its incorporation.

2. Number/Frequency of Meetings (Section 173)

Every company is required to hold a minimum number of 4 meetings of its Board of
Directors every year in such a manner that not more than 120 days shall intervene
between two consecutive meetings of the board:

(Exemption: the Central Government may by notification, direct that the provisions
of this section shall not apply subject to such exceptions, modifications or conditions
as may be prescribed in the notification)
3. Participation by a Director in a meeting may be in person or through
video conferencing (Section 173(2)) or other audio visual means , as may be
prescribed, which may be capable of recording or recognizing the participation by
the directors and of recording or storing the proceedings of such meeting along
with time and date.
4. Notice of the Meeting: a meeting of a board shall be called by giving not less
than 7 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.

provided that a meeting of the board may be called a 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 the case of absence of the independent director from
such meeting of the board, decision taken at such meeting shall be circulated to
all the directors and shall be final only on ratification thereof by at least one
independent director, if any.

Penalty [Section 173(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.
Meetings by OPC, Small Company and Dormant Company
[Section 173 (5)]
A One Person Company, small company and dormant company 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:
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.