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Frequency of board meeting - section 25 company

Srii Nair (CS) (40 Points)

21 December 2011

A Section 25 company incorporated in June, has had only one meeting in July.

However section 25 companies are required to hold meetings of Board of Directors/Executive Committee/Governing Committee only once in every six months [vide Notification No. SO 1578 dated 1-7-1968].

Whether it requires to hold four meetings in a year as per Sec 285? Till when does it require to hold such 4 meetings...whether till march or next june?

What is the calculation for the 'year', since the company got incorporated in June?

Please reply at earliest.

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3 Replies

Giridhar S Karandikar (Team Lead) (7548 Points)
Replied 21 December 2011

The provisions of Section 285 are as below:

Board to meet at least once in every three calendar months.—In

the case of every company, a meeting of its Board of directors shall be held at

least once in every 2[three months and at least four such meetings shall be held in

every year]:

Provided that the Central Government may, by notification in the Official

Gazette, direct that the provisions of this section shall not apply in relation to any

class of companies or shall apply in relation thereto subject to such exceptions,

modifications or conditions as may be specified in the notification.]

As the section states every company, hence Section 25 co is also required to hold the Board meeting. As per the proviso, the co will be exempted from the requirements of the section only if the CG permits to do so.

So the co will be required to hold atleast 4 BM’s in the year as per Sec 285. So after the end of each quarter the co can held the meeting in the subsequent month & for the last quarter of the year, the co can held the meeting in the last month of the quarter, so that 4 meeting will be held in the year.

Now as your co has got incorporated in Jun11 & considering that the F.Y. would be Apr-Mar, then the 1^st quarter of yoru co will end in Jun & the BM would be required to be held in Jul month

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Srii Nair (CS) (40 Points)
Replied 21 December 2011

But it can hold its meeting once in six months as per aforesaid notification. But does it mean it has to have four meetings in a year or every quarter?