Disha Commerce Academy, Mansarovar, Jaipur Company

Law

Chapter – 15
Meeting of Board and Its Committees

Meetings of the Board are significant in the light of running of the company more efficiently and effectively.
Companies Act, 2013, mandates a company to hold minimal number of meetings of the Board for its proper
functioning.
Frequency of the Meetings of the Board
The Act provides that the first Board meeting should be held within thirty days of the date of incorporation.
Thereafter there shall be minimum of four Board meetings every year and not more one hundred and twenty
days shall intervene between two consecutive Board meetings.
Further in this context Secretarial Standard on Board Meetings (SS-1) issued by ICSI clarifies that the 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, such that at least four meetings are held in each calendar
year.
SS-1 also states that it shall be sufficient that in the year of incorporation if a company, in addition to the first
meeting to be held within thirty days of the date of incorporation, holds one meeting in every remaining
calendar quarter in the year of incorporation.
In case of One Person Company (OPC), small company, dormant company and private company which is start-
up, at least one Board meeting should be conducted in each half of the calendar year and the gap between two
meetings should not be less than Ninety days. However, this provision would not apply to a one person
company in which there is only one director on its Board.
In case of Section 8 Company, after MCA exemptions Notification Dated 05.06.2015, the provision of Section
173(1) shall apply only to the extent that the Board of Directors, of such companies shall hold at least one
meeting within every six calendar months.
Meetings of Committees
A company may adopt Regulation 71 of Table F to Schedule I which reads as under:
Regulation 71 states: (1) The Board may, subject to the provisions of the Act, delegate any of its powers to
committees consisting of such member or members of its body as it thinks fit;
Regulation 72 provides: “(1) A committee may elect a chairman of its meetings, (2) if no such chairman is
elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding
the meeting, the members present may choose one of their member to be chairman of the meeting.”
Regulation 73 provides: “(1) A committee may meet and adjourn as it thinks proper (2) Questions arising at
any meeting of a committee shall be determined by a majority of votes of the members present and in case of an
equality of votes, the chairman shall have a second or casting vote.”
Preparation of Notices for meetings of Board/Committees of Board
1. The Act requires that not less than seven days’ notice in writing shall be given to every director at the
registered address (whether in India or outside India) as available with the company, unless the Articles
 Disha Commerce Academy, Mansarovar, Jaipur Company
Law

prescribe a longer period. Notice of an adjourned Meeting shall be given to all Directors including those who
did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided
at the Meeting, Notice thereof shall also be given not less than seven days before the Meeting.
2. SS-1 provides that a notice in writing of every Meeting shall be given to every Director by hand or by speed
post or by registered post or by facsimile or by e-mail or by any other electronic means. It will not be given by
ordinary post.
3. The Notice shall be sent to the postal address or e-mail address, registered by the Director with the company
or in the absence of such details or any change thereto, any of such addresses appearing in the Director
Identification Number (DIN) registration of the Director. Where a Director specifies a particular means of
delivery of Notice, the Notice shall be given to him by such means.
4. 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.
5. Notice shall be issued by the Company Secretary or where there is no Company Secretary, any Director or
any other person authorised by the Board for the purpose.
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.
8. The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at
predetermined intervals.
If notice of meeting is not given to one of its directors, meeting of board of directors is invalid and resolution
passed at such meeting are inoperative. Parmeshwari Prasad Gupta v Union of India [1974] 44 Comp Cas 1
(SC)
Board meeting to transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter
period of time than stated above, subject to following conditions:
(A) If the company is required to have independent director:
● Presence of at least one Independent director is required.
● In case of absence of independent director, decision taken at such meeting shall be circulated to all the
directors, and shall be final only on ratification thereof by at least one Independent director.
(B) If the company does not require appointing independent director, meeting can be called up at a shorter
notice without any conditions to be complied with.
As per SS-1, In case the company does not have an Independent Director, the decisions shall be final only on
ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the
Meeting itself by a majority of Directors of the company. The fact that the meeting is being held at a shorter
notice shall be stated in the notice.
Agenda of Board/Committees Meetings
 Disha Commerce Academy, Mansarovar, Jaipur Company
Law

As per SS-1, the Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be
given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer
period.
Agenda and Notes on Agenda shall be sent to all Directors by hand or by speed post or by registered post or by
e-mail or by any other electronic means. These shall be sent to the postal address or e-mail address or any other
electronic address registered by the Director with the company or in the absence of such details or any change
thereto, to any of such addresses appearing in the Director Identification Number (DIN) registration of the
Directors.
Where a Director specifies a particular means of delivery of Agenda and Notes on Agenda, these papers shall be
sent to him by such means. However, in case of a Meeting conducted at a shorter Notice, the company may
choose an expedient mode of sending Agenda and Notes on Agenda.
Proof of sending Agenda and Notes on Agenda and their 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.
The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered
with the company, even if these have been sent to the Alternate Director. However, the mode of sending Notice,
Agenda and Notes on Agenda to the original director shall be decided by the company.
Convening a Meeting
Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or
where there is no Company Secretary, any person authorised by the Board in this behalf, on the requisition of a
Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the
Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in
the Articles.
Directors may participate in the meeting either in person or through video conferencing or other audio visual
means as prescribed, which are capable of recording and recognising the participation of the directors and of
recording and storing the proceedings of such meetings along with date and time.
Quorum for Board Meetings (Sec. 174)
One third of total strength or two directors, whichever is higher, shall be the quorum for a meeting. For the
purpose of determining the quorum, the participation by a director through Video Conferencing or other audio
visual means shall also be counted, unless he is to be excluded for any item of business.
Section 174 is not applicable to One Person Company in which there is only one director.
If at any time the number of interested directors exceeds or is equal to two-thirds of the total strength of the
Board of directors, the number of directors who are not interested and present at the meeting, being not less than
 Disha Commerce Academy, Mansarovar, Jaipur Company
Law

two shall be the quorum during such time. For instance if there are twelve directors and ten of them are
interested, remaining two directors would not have normally constituted quorum since four directors is the
requisite quorum, but, in such event, remaining two disinterested directors would constitute quorum.
Example:
If a Company has:
1) Four Directors: Quorum will be 2 [4*1/3= 1.33 (rounded off to 2]
2) Six (6) Directors: Quorum will be 2 [6*1/3= 2]
3) Eleven (11) Directors: Quorum will be [11*1/3= 3.67 (rounded off to 4)
In case of Interested Directors, let us assume Interested Directors are 2:
4) Total 10 Directors, so quorum will be 10*1/3= 3.33 (rounded off to 4, but Interested Directors are 2, Then
quorum will be (10-2)* 1/3= 2.67 (rounded off to 3).
In case Interested Directors are 7, then quorum will be (10-7)*1/3= 1 Director cannot be considered as quorum,
as there has to be atleast 2 Directors to form quorum.
Where due to removal or resignation or for some other reason, the number of directors is reduced below the
quorum, and then the continuing directors may act for the purpose of increasing the number of directors to that
fixed for the quorum, or of summoning a general meeting of the company and for no other purpose.
The meeting shall be adjourned due to want of quorum, unless the articles provide shall be held to the same day
at the same time and place in the next week or if the day is National Holiday, the next working day at the same
time and place.
If the Board meeting is adjourned for want of quorum and at the adjourned Board meeting also no quorum is
present, meeting stands dissolved. Adjourned Board meetings are the continuation of the original board
meeting.
Quorum shall be present not only at the time of commencement of the Meeting but also while transacting
business. A director shall not be reckoned for quorum in respect of an item in which he is interested and he shall
not be present, whether physically or through electronic mode, during discussions and voting on such item.
A Director shall neither be reckoned for Quorum nor shall be entitled to participate in respect of an item of
business in which he is interested. However, in case of a private company, a Director shall be entitled to
participate in respect of such item after disclosure of his interest.
Additionally for listed entities the quorum for every meeting of the board of directors of the top 1000 listed
entities with effect from April 1, 2019 and of the top 2000 listed entities with effect from April 1, 2020 shall be
one-third of its total strength or three directors, whichever is higher, including at least one independent director.
The participation of the directors by video conferencing or by other audio-visual means shall also be counted
for the purposes of such quorum.
The top 1000 and 2000 entities shall be determined on the basis of market capitalisation, as at the end of the
immediate previous financial year.
 Disha Commerce Academy, Mansarovar, Jaipur Company
Law

Attendance Registers
Every company shall maintain separate attendance registers for the meetings of the Board and meetings of the
committee. The pages of the respective attendance registers shall be serially numbered. If an attendance register
is maintained in loose leaf form, it shall be bound periodically depending on the size and volume.
The attendance register shall be maintained at the Registered Office of the company or such other place as may
be approved by the Board. The attendance register may be taken to any place where a Meeting of the Board or
Committee is held. The attendance register is open for inspection by the Directors. Even after a person ceases to
be a Director, he shall be entitled to inspect the attendance register of the Meetings held during the period of his
Directorship.
The attendance register shall contain the following particulars: serial number and date of the Meeting; in case of
a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names and signatures
of the Directors, the Company Secretary and also of persons attending the Meeting by invitation and their mode
of presence, if participating through Electronic Mode.
Leave of Absence
Leave of absence shall be granted to a Director only when a request for such leave has been communicated to
the Company Secretary or to the Chairman or to any other person authorised by the Board to issue Notice of the
Meeting.
The office of a director shall become vacant in case the director absents himself from all the meetings of the
Board held during a period of twelve months with or without seeking leave of absence of the Board.
Chairman of the meeting of the Board/Committee
The Chairman of the Company shall be the chairman of the Board. If the company does not have a Chairman,
the Directors may elect one of themselves to be the chairman of the Board. In case of committee meeting, a
member of the committee appointed by the Board or elected by the Committee as chairman of the Committee,
in accordance with the Act or any other law or the Articles, shall conduct the meetings of the committee. If no
Chairman has been so elected or if the elected chairman is unable to attend the meeting, the Committee shall
elect one of its members present to chair and conduct the meeting of the committee, unless otherwise provided
in the articles.
In case of Section 8 companies the quorum for the board meetings shall be either eight members or twenty five
per cent of its total strength whichever is less. However, the quorum shall not be less than two members.
Passing of Resolution by Circulation: (Section 175)
A company may pass the resolutions through circulation. The resolution in draft form together with the
necessary papers may be circulated to all the directors or members of committee at their address registered with
the company in India by hand or by speed post or by courier or through electronic means which may include e-
mail or fax.
The said resolution must be passed by majority of directors or members entitled to vote.
 Disha Commerce Academy, Mansarovar, Jaipur Company
Law

If more than one third of directors require that the resolution must be decided at the meeting, the chairperson
shall put the resolution to be decided at the meeting. The resolution passed through circulation be noted at a
subsequent meeting and made part of the minutes of such meeting.
Each resolution shall be separately explained. The decision of the directors shall be sought for each resolution
separately. Not more than seven days from the date of circulation of the draft of the resolution shall be given to
the directors to respond and the last date shall be computed accordingly. An additional two days shall be added
for the service of the draft Resolution, in case the same has been sent by the company by speed post or by
registered post or by courier.
Passing of resolution by circulation shall be considered valid as if it had been passed at a duly convened
meeting of the Board. This shall not dispense with the requirement for the Board to meet at the specified
frequency.
Minutes
Section 118 provides that every company shall prepare, sign and keep minutes of proceedings of every general
meeting, including the meeting called by the requisitionists and all proceedings of meeting of any class of share
holders or creditors and every resolution passed by postal ballot and every meeting of Board of Directors or of
every committee of the Board within thirty days of the conclusion of every such meeting concerned or passing
of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
In case of meeting of Board of Directors or of a committee of Board, the minutes shall contain:
(a) Name of the directors present at the meeting; and
(b) In the case of each resolution passed at the meeting, the names of dissenting director or a director who has
not concurred the resolution.
The Chairman shall exercise his absolute discretion in respect of inclusion or non-inclusion of the matters which
is regarded as defamatory of any person, irrelevant or immaterial to the proceedings; or detrimental to
company’s interest in the minutes. Minutes kept shall be evidence of the proceedings recorded in a meeting.
Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes shall be
recorded in books maintained for that purpose. A distinct Minutes Book shall be maintained for Meetings of the
Board and each of its Committees. Company may maintain its Minutes in physical or in electronic form. The
pages of the Minutes Books shall be consecutively numbered.

Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. Minutes Books,
if maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding
with one or more financial years of the company.
 Disha Commerce Academy, Mansarovar, Jaipur Company
Law

Minutes Books shall be kept at the Registered Office of the company or at such other place as may be approved
by the Board. Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately following the date
of entry of such Minutes in the Minutes Book.
Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting. The
date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary. Minutes, once
entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only
by way of express approval of the Board at its subsequent Meeting at which the Minutes are noted by the Board
and the fact of such alteration shall be recorded in the Minutes of such subsequent Meeting.
Signing and Dating of Minutes-Minutes of the Meeting of the Board shall be signed and dated by the Chairman
of the Meeting or by the Chairman of the next Meeting. Minutes, once signed by the Chairman, shall not be
altered, save as mentioned in this Standard.
The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on
which and the place where he has signed the Minutes.