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Section 285 companies act 1956

shiksha arya (CA Final Student) (37 Points)

03 September 2011

Section 285 of companies act 1956, states that Board meeting must be held once in 3 months and 4 times a year. Please clear me that these three months are according to calender year , finacial year or any 12 month period .Because nothing is stated in study material regading this.

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11 Replies

Sumit Grover (Chartered Accountant ) (3652 Points)
Replied 03 September 2011

Ms Shiksha,

In bare act, it has been specifically written in the beginning of section 285------

"Board to meet at least once in every three calendar months"

plz correct me if m wrng....

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CS Shivi Reddy (COMPANY SECRETARY) (175 Points)
Replied 03 September 2011

It is upto the company to decide whether its foillowing the calender year or financial year.

If Company is following calender year den 4 board meetings in a calender year

If Company is following Financial Year den 4 board meetings in a calender year

correct me if am wrng

Regards

Shivi

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Nitin Garg (CA FINAL Article Trainee B.com) (171 Points)
Replied 03 September 2011

Sumit and Shivi are right.. :) Agreed with them..

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 03 September 2011

Dear Learned Members,

Section 285 specifies that the Board has to meet at least once in every three Calender months. It means in every calender three months one Board meeting is to be held furthe four Board meering are alsore to be held in every year.

In every slab of 3 months there must b a Board meeting. For Ex. Jan to Mar there must be 1 Meeting.

the interval between 2 meeting may range 6 months.

For ex. 1 meeting was held in January and another in June.. It is in compliance of companies act.

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shiksha arya (CA Final Student) (37 Points)
Replied 04 September 2011

Thanks for the replies

Plz answer my illustration so that i can crystal clear my doubt.

A company incorporated 28 december 2010. Now , whether its 3 "calender months" will be strat from 1 dec to 28 feb. or it will be from 1 oct to 31 december(according to a calender year ).

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Pravin Gupta CS (trainee) (789 Points)
Replied 04 September 2011

it will be from 1st oct to 31st dec.

1 Like

Sravan (CA-Final student) (29 Points)
Replied 04 September 2011

The Ministry of Corporate Affairs has issued a clarification that if a Board Meeting is held once in every quarter of a calender year (Jan to March; April to June ; July to sep; Oct to Dec) it would amount to sufficient compliance of the provisions of Sec 285

Hence even if a company is incorporated in Dec, the relevant quarter would be IV Quarter (i.e. October to December)

1 Like

A.Barli (Article) (216 Points)
Replied 04 September 2011

A quarter in a calendar year and financial year is the SAME..

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 06 September 2011

The Company has to hold first board meering within 30 days of its incorpoation i.e. upto 28 January, and it will cover Ist Quarter i.e. Jan to March quarter then the company may conduct meeting in June as well....