The directors are to act collectively in the form of a board, and the decisions are taken at the meetings of the Board of directors. These meetings may again be of two types:
a) Meetings of the Board of directors; and (Sec. 173 of the Companies Act, 2013)
b) Meetings of the committee of directors.
A. Meeting of the Board of Directors: As the affairs of a company are managed by the board of directors, therefore it is necessary that the directors should often meet to discuss various matters regarding management and administration of affairs of the companies in the best interest of shareholders.
B. Meeting of a Committee of the Board: As per sec. 179(3), the board my, by a resolution passed at a meeting, delegate various powers to a committee of directors, managing directors, manager or any other principle officer of the company.
Provisions of the Companies Act, 2013 for Board Meeting
1. Frequency of Meeting:
a) First Meeting: First Meeting of Board of Directors within 30 (Thirty) days from the date of Incorporation of company.
b) Subsequent Meetings:
One person Company, Small company and Dormant company: At least one meeting of Board of directors in each half of calendar year and minimum gap between two meetings should be at least 90 days.
Other than Companies mentioned above: Minimum No. of 4 meetings of Board of Director in a calendar year and maximum gap between two meetings should not be more the 120 days.
2. Calling of Meeting: Meeting of Board of Director should be called by giving 7 days notice to Directors at his registered address through:
a) By hand delivery
b) By post
c) By Electronic means
Meeting at shorter Notice: A meeting of Board of Directors can be called by shorter notice subject to the conditions:
If the company is require to have independent director:
a) Presence of at least one Independent director is required.
b) In case of absence, decision taken at such meeting shall be circulated to all the directors, and
c) shall be final only on ratification thereof by at least one Independent Director
If the company doesn’t require to have independent director: The meeting can be called at a shorter notice without any conditions to be complied with.
3. Quorum of Board Meeting: 1/3 rd of total strength OR 2 (Two) Directors, whichever is higher. Where meeting of Board could not be held for want of quorum, the meeting shall automatically adjourn to same time, same place at next week (Not being national holiday).
If number of directors reduced below quorum, then the remaining directors may hold the meeting for the following purposes:
a) To call a General meeting
b) Increase the number of directors.
c) Quorum in case of Interested Directors:
d) If interested director exceed or equal to 2/3 of total strength the remaining directors not being less than 2 (two) shall be the quorum.
4. Participation of Directors in Board Meetings: directors may, apart from attending the meeting physically, participate in the meeting by way of video conferencing & other audio visual means. Matter which can’t be dealt at a meeting held though Video conferencing:
a) Approval of the annual financial statements;
b) Approval of the Board’s report;
c) Approval of the prospectus;
d) Audit Committee Meetings for consideration of accounts; and
e) Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.