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BOARD MEETINGS

» Meetings of the Board: Section 173

Section 173 of the Companies Act 2013 deals with Meetings of the Board and Section 174 deals with quorum.

Number of the Board Meetings

The Act provides that the first Board meeting should be held within thirty days of the date of incorporation.
In addition to the first meeting to be held within thirty days ofthe date of incorporation, there shall be minimum of four Board meetings every year and not more one hundred and twenty days shall intervene between two consecutive Board meetings.
In case of One Person Company (OPC), small company and dormant company, at least one Board meeting should be conducted in each half of the calendar year and the gap between two meetings should not be less than Ninety days.

Notice of the Board Meeting

The Act requires that not less than seven daysí notice in writing shall be given to every director at the registered address as available with the company. The notice can be given by hand delivery or by post or by electronic means.

Quorum for Board Meetings - Section 174


One third of total strength or two directors, whichever is higher, shall be the quorum for a meeting.
If due to resignations or removal of director(s), the number of directors of the company is reduced below the quorum as fixed by the Articles of Association of the company, then, the continuing Directors may act for the purpose of increasing the number of Directors to that required for the quorum or for summoning a general meeting of the Company. It shall not act for any other purpose.
For the purpose of determining the quorum, the participation by a director through Video Conferencing or other audio visual means shall also be counted. If at any time the number of interested directors exceeds or is equal to two-thirds of the total strength of the Board of directors, the number of directors who are not interested and present at the meeting, being not less than two shall be the quorum during such time. The meeting shall be adjourned due to want of quorum, unless the articles provide shall be held to the same day at the same time and place in the next week or if the day is National Holiday, the next working day at the same time and place. It can thus be observed that the provisions of the Companies Act,2013 relating to board meetings have been made more realistic and inline with the current expectations of the corporate sector.

Day, Date, and Place of holding the Board Meetings

- Day of holding Board Meeting
The meeting of Board can be held on any working day, chosen unanimously by the majority of the Board members, as per their ease and convenience. Moreover, the board meeting can also be held even on public holidays, which would be equally valid like other working day's meeting.

Time of holding Board Meetings
Usually the meeting is held during the business hours, but the board meetings can also be held outside the business hours, depending upon various factors entertained for the good of the company.

Place of holding Board Meetings
Similarly, there is no limitation on the place of board meetings, and the place of meeting can be kept within or outside the office, within or outside the town or state, or even the country, based on the productivity, profitability, and convenience of the very meeting.

» Board Meetings Minutes

Minutes- Meaning
Though not adequately and precisely defined in the Companies Act, 2013, Minutes, are inherent and indispensable for a productive, relevant, and successful Board meeting. The minutes are nothing but the lawful precisely written records of place, date, activities, proceedings, decisions, transactions, voting on resolutions, etc. connected with or occurred during a particular Board meeting, or a series of Board meetings.
Classification of Minutes
Minutes can be classified according to the type of meetings and are bifurcated with, into the following three categories, and are named accordingly---
1. Minutes of Board meetings
2. Minutes of meetings of committee of the Board,
3. Minutes of General meetings




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