Section 173.

Meetings of Board
The sub-section (1) of section 173 states that every company is required to hold its first
meeting of the board of directors within 30 days of its incorporation and it is required to
hold at least 4 meetings of the board of directors every year and there must not be a gap
of more than one hundred and twenty days (Gap between two Board Meetings extended
to 180 days for the quarter Apr-Jun, 2021 vide circular dated 03.05.2021) within the
commencement of 2 consecutive meetings. The Central government even may direct or
provide some exceptions relating to any class or description of companies and for those
companies, the conditions dealt in the sub-section (1) of section 173 may not apply or the
company shall apply on its own to such exceptions, modifications or conditions as may
be specified in the notification. The notice sent for the commencement of the meeting
shall inform the directors about all the options and necessary information required for
them like the date and time of the meeting, the options available for the directors to
participate in the meeting, that whether they could participate in the meeting through
video conferencing or not and all other things like that.

According to sub-section (2) of section 173 of the companies act 2013, the participation
of the directors in the meetings of the board could be either be in person, through video
conferencing, through an audio-visual format or any format which would be prescribed
and which must be in a manner that could be recorded by recognizing the participation
of the board of directors and recording and storing of these meetings along with the date
and time of the commencement must be mentioned. The Central Government may issue
or specify the matters or the topics which must not be dealt with in a video conferencing
format or any other audio or visual format and must be dealt with in person so that no
issues arise in the future regarding the same.

The sub-section (3) of section 173 states that for commencement of the meeting of the
board, a notice for the meeting shall be delivered to each of the members of the board of
directors at their registered address, either by hand delivery or by post, or by electronic
means. An emergency meeting without 7 days prior notice could also be conducted on
short notice for some specified urgent issues that the company needs to deal with like
urgent business transactions, etc. But the presence of at least 1 independent director of
the company must be there, for successful commencement of such meetings. And in case
there is no independent director available at that moment, then the circulation of all the
points and matters discussed in the meeting must be circulated to the board of directors
and it must be dealt with when at least one independent director is found available.

The people who are appointed and must circulate the notice amongst the board of
directors for the commencement of the meeting of the board, if by any chance fails to
perform their duty and are not able to perform it successfully are liable to a penalty of
twenty-five thousand rupees, which must be paid by that individual or group which was
appointed for the same.