Board Meetings (173 and 174 of Companies Act, 2013,

Companies (Meeting of board and its powers) rules, 2014

and SS -1)
 What constitutes a valid board meeting?

► The decision of a body meeting in not be considered valid unless it is properly convened and duly
constituted.
► The board meeting must therefore be convened by proper authority by a proper notice by proper
person and requisite quorum must be present.
First and subsequent meeting

► First Meeting- According to section 173, every company shall hold the first meeting of
the board of directors within 30 days of the date of its incorporation.

► Subsequent Meeting – Every company must hold a minimum number of four

meetings of board of directors every CALENDAR year and gap between two board
meetings must not be more than 120 days.
► Independent director must meet at least once a year.
► Central govt can exempt certain class of companies from the above mentioned Clause
 Notice for the board meeting
► 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 and delivery or by post
or by electronic means.

► The notice shall be sent to the postal address or email address, registered by the director with the company
or in the absence of such details on any change their to any of such addresses appearing in director
identification number of a director.

► If a director specifies a particular means of delivery of notice the notice shall be given to him by such
means.
Other important provisions related to
notice
► Notice must be given to every director. If a director is improperly or accidentally excluded from
meeting of board, he may sue for declaration of the entire proceedings of the meeting as invalid
► what If no director complaints. (Bharat Fire and general insurance co ltd).
► Penalty for Rs 25000
► Notice should be given to interested directors as well but they will not be counted as quorum
► Board Meeting may be called at a short notice to transact urgent Business subject to the condition
that at least one independent director if any shall be present at the meeting
► What if ID is not present?
 Proper authority to call meeting of board
of directors
Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or
where there is no Company Secretary, any person authorized by the Board in this behalf, on the requisition of a
Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the
Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in
the Articles.
 Time and place
► Anywhere at anytime
► It should not be on public holiday
► Adjourned board meeting should not be on a public holiday
 Quorum

► Shall be 1/3rd of its total strength (rounded off to 1) or two director whichever is higher.
► Directors Via VC will be counted in quorum
► Articles can keep a higher quorum
► It should be present throughout the meeting
► In an adjourned meeting if the quorum is not present , Meeting shall stand cancelled
Thank You!