Overview of Board Meeting

SECTION 173

1. First Board Meeting of the Company shall be held within 30 days of the date of incorporation.

2. A minimum of four meetings shall be held every year and the gap between two such meetings shall not be more than 120 days.

3. Secretarial Standard on Board Meetings (SS-1) has been issued by ICSI that states that Board shall meet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board.

4. At least four meetings should be held in each calendar year during the relevant financial year.

4. SS-1 also states that it shall be mandatory that in the year of incorporation a company shall hold first meeting to be held within thirty days of the date of incorporation and other meetings in every remaining calendar quarter in that year.

5. In case of One Person Company, Small Company, Dormant Company or private company which is a start-up, at least one meeting shall be conducted in each half of the calendar year and the minimum gap between these two meetings shall be at least 90 days.

NOTICE OF BOARD MEETING

1. Not less than 7 days’ notice in writing shall be given to every director at registered address available with the company, unless the Articles prescribe a longer period.

2. The notice may be given by hand delivery or post or by electronic means.

3. Board Meeting can even be called at a shorter notice less than 7 days provided at least one independent director shall be present at such meeting.

4. SS-1 provides that the notice shall contain contact number or e-mail address of the chairman or the company secretary or any other person authorized by the Board, to whom the Director shall confirm in this regard.

5. Proof of sending Notice and its delivery shall be maintained by the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.

6. The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.

7. The Notice shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information.

QUORUM FOR BOARD MEETING

1. The quorum for every board meeting shall be one third of the total strength of the directors or two, whichever is higher.

2. If due to resignation or removal, if the number of directors falls below the required quorum, then the remaining directors shall first appoint more directors to meet the quorum and then carry the business.

3. For determining quorum, directors’ present through video conferencing or audio visual mode shall also be counted.

4. If the number of interested directors exceeds or is equal to two third of the total strength, then non interested directors shall form the quorum provided minimum of two such directors are present.

5. If the meeting is adjourned for the want of quorum, it shall be held in the next week at the same time and place unless anything contrary is provided in the articles.

6. If the adjourned meeting falls on a national holiday, then it shall be held on the next day at the same time and place.