Companies Act 2013 Meetings Of Board & Committees
Meetings of the Board :
As per the provisions of Section 173 of Companies Act, 2013
- First Meeting
- First Board Meeting should be held within 30 days of the date of Incorporation of the Company.
- Subsequent Meetings
- Minimum 4 Board Meetings should be held within a year
- There should not be a gap of more than 120 days between two consecutive Board Meetings.
- For One Person Company (OPC), Dormant Company and Small Company
- At least 1 Board Meeting should be held in each half of the calendar year
- The gap between the two meetings should not be less than 90 days
Notice of Board Meetings :
Notice for the Board Meeting shall be served to every director at least 7 days before the meeting at their registered addresses.
The delivery of the notice can be done by :
- Hand Delivery, or
- Post, or
- Electronic means.
Meeting at Shorter Notice
If the Board Meeting is required to be called at shorter notice than the following conditions are required to be complied with :
- If the company is required to have an independent director
- At least 1 independent director shall be present at the meeting.
- If the independent director is not present then the decision to be taken at the meeting shall be circulated among all the directors and decision taken through circulation shall be effective when ratified by at least 1 independent director.
- If the company does not require to have an independent director
- The meeting can be called at a shorter notice without any conditions to be complied with.
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Requirements and Procedures for convening and conducting of Board Meetings :
Directors can participate in the meeting either in person or through video conferencing or through other audiovisual means and the same shall be specified in the notice of the meeting served to the directors.
However, there are certain matters that cannot be dealt with in a meeting through Video Conferencing or other Audio Visual means
The following restrictions have been prescribed under Rule 4 of Companies (Meetings of Board and its Power) Rules, 2014
- The approval of the annual financial statements
- The approval of Board’s Report
- The approval of the Prospectus
- The Audit Committee Meetings for consideration of Accounts
- The approval of the matter relating to amalgamation, merger, demerger, acquisition, and
Also, Rule 3 of Companies (Meetings of Board and its Power) Rules, 2014 prescribes the requirements and procedures to be complied or followed for convening the Board meeting through video conferencing or other video visual means which we will deal with in the next article.
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