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Sec 173 & 174 of Companies Act 2013

MEETINGS OF THE BOARD

Sec 173
1. Frequency of Meeting:

– First Meeting:First Meeting of Board of Directors within 30 (Thirty) days from the date of Incorporation of company. –

– Subsequent Meetings:

One person Company, Small company, Sec 8 Co. and Dormant company:

At least one meeting of Board of directors in each half of calendar year
Minimum Gap between two meetings at least 90 days.

Other than Companies mentioned above:

Minimum No. of 4 meetings of Board of Director in a calendar year
Maximum Gap B/W two meetings should not be more the 120 days.

2. Calling of Meeting: Meeting of Board of Director should be called by giving 7 days notice to Directors at his registered address through:

By hand delivery
By post
By Electronic means

Meeting at shorter Notice: A meeting of Board of Directors can be called by shorter notice subject to the conditions:

If the company is require to have independent director:

– Presence of at least one Independent director is required.

– In case of absence, 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 the company doesn’t require to have independent director: The meeting can be called at a shorter notice without any conditions to be complied with.

3. Quorum of Board Meeting – ( Sec 174 of Companies Act 2013)

1/3 rd of total strength OR 2 (Two) Directors, whichever is higher.
Where meeting of Board could not be held for want of quorum, the meeting shall
automatically adjourn to same time, same place at next week (Not being national holiday).
If number of directors reduced below quorum, then the remaining directors may hold the meeting for the following purposes:
To call a General meeting
Increase the number of directors.
Quorum in case of Interested Directors:
If interested director exceed or equal to 2/3 of total strength the remaining directors not being less than 2 (two) shall be the quorum.

Note:

Total strength shall not include directors whose places are vacant.
Interested director means, a director interested in accordance with section 184(2).
Director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.
OPC Having One Director: Provision of Section 173 and 174 shall not apply to an OPC having one director.

4. Participation of Directors in Board Meetings: directors may, apart from attending the meeting physically, participate in the meeting by way of video conferencing & other audio visual means.

Matter which can’t be dealt at a meeting held though Video conferencing:
Approval of the annual financial statements;
Approval of the Board’s report;
Approval of the prospectus;
Audit Committee Meetings for consideration of accounts; and
Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
Procedure for conducting of meeting through Video Conferencing:

Requirements before Meeting:

The notice of the meeting shall, inform regarding the option available to participate through video conferencing mode and provide all the necessary information to enable the directors to participate through video conferencing.

A director intending to participate through video conferencing or audio visual means shall communicate prior intimation sufficiently in advance to the Chairperson or the company secretary of the company, so that company is able to make suitable arrangements in this behalf.

Regards : CA ,CS Ashish Gupta

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