For every company the first board meeting shall be held within 30 days of incorporation and after that minimum four board meeting shall be held every year with the gap between two consecutive meetings of not more than 120 days.
But in the case of one person company with more than one director, small company and dormant company the act provides for relaxation in this provision. These companies will be deemed to have complied with the provisions of board meeting if they conduct one meeting of the board of directors in each half of a calendar year and gap between the two meetings is not less than 90 days.
There are various legal provisions which need to be adhered by the company for the conduct of board meeting.
-Section 173 section 174 and 175 of companies act 2013
-The companies (meetings of board and its powers) rules 2014
-The institute of company secretaries of India also prescribed secretarial standard 1 for the conduct of meeting of the board of directors
-Note that secretary standards are not applicable to one person company with one director and company incorporated under section 8 of the companies act 2013
Who can call a board meeting?
A board meeting can be summoned by any director at any time. Once the board meeting is summoned the company secretary or if there is no company secretary, any person authorised by the board in this regard convene a meeting of the board. The company secretary need to consult with the chairman or in his absence the managing director or in his absence the whole time director with regard to the process of conducting of board meeting. If the articles of association provides otherwise the provisions in the Articles can be followed.
Provisions for notice of board meeting
-Notice of every board meeting shall be in writing , which shall be given to ever director to the email ID for the post address pictures provided by him in case the company sends a notice by speed post an additional 2 days shall be added for the service of notice.
-Unless otherwise the articles provides for a longer notice period there should be a 7 days notice for every board meeting.
-Board meeting also can be called with shorter notice but the presence of one independent director is mandatory if the company have one. If the company need to appoint independent director and independent director is not present in a board meeting which is called with shorter notice the decision taken at the meeting shall be final only if it is ratified by at least one independent director.
-the notice should specify the serial number, day, date, time and venue of the meeting and it shall be issued by the company secretary and if there is no company secretary, a director or any other person who is specifically authorised by the board for this purpose.
-notice also specify the option available to them to participate the meeting through video conferencing mode or other audio visual means and also should provide necessary information to enable them to participate through the video conferencing mode or audio visual mode.
-if any director would like to participate the meeting through video conferencing mode or audio visual means they should communicate well in advance to the chairman of the company secretary of the company so that they can make sufficient arrangements in time.
-it is advisable to provide the agenda of the meeting along with the notice of the meeting. But if any matter to be discussed is related to unpublished price sensitive information that should be given at a shorter notice period of time than stated above.
-Such a shorter notice should be comment consented by majority of the directors which shall include at least one independent director of the company have independent directors.
– One third of the total strength of the board of directors or two directors whichever is higher. It is not enough to have the car on the beginning of the meeting, the current should be present throughout the meeting.
– in the case of a public company and interested director shall not be counted for the calculation of quorum.
– if any item of the meeting is a related party transaction then such director shall not be present at the meeting either physically or electronic mode and cannot vote.
Attendance register of board meeting
– it is a statutory requirement that every company should keep the attendance registers of of board meeting and committee meetings.
– attendance register should contain the serial number of board meeting, day, date, time, venue of the board meeting, names and signatures of the directors present, company secretary and invitees , if any.
– if a director is attending the meeting through video conferencing mode or audio visual means he also will be calculated for the quorum.
Business at the board meeting
– every item of the board meeting should be taken up as per the serial number. Every item should be accompanied by a note explaining the proposal relevant material facts so that the directors will be able to understand the meaning scope and implications of the proposal.
– any item not included in the agenda may also be taken up at the board meeting with the consent of chairman and with the consent of majority of directors present in the meeting.
– is the chairman is interested at any item of the business he should entrance the conduct of the proceeding in respect of such item to any other non interested directors.
– in the case of a private company an interested chairman may continue to share and participate the meeting after disclosure office interest.