Board meeting

1. Board meeting • Frequency of meetings (u/s 285)-- Once in every 3 months and at least 4 in a calendar year • -- Gap between 2 meetings – 6 months • -- Clause 49- max. gap of 4 months between 2 meetings.

2. Central govt. by notification may provide exemption from sec. 285 to any company ( sec. 25 company , govt. company etc. ) • no penalty under sec. 285 for non-compliance of sec. 285. sec. 622A shall deal with the situation. • u/s 288(2), a meeting of board duly called but could not be held for want of quorum, would not be deemed to be contravention relating to frequency of board meeting.

3. AS PER CO. Act 2013, In case of one person co., small co. And dormant co., atleast one meeting of board of directors has to be conducted in each half of a calendar year and the gap between two meetings is not less than 90 days. • The participation of directors in a meeting of the board may be either in person or through video conferencing or other audio visual means, as may be prescribed, which are capable of recording and recognizing the participation of directors and of recording and storing the proceedings of such meetings along with date and time. Provided that central govt. may, by notification specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual mode.

4. Who can convene and call a board meeting? • Chairman for meeting of the board would call a board meeting. • Company secretary cannot convene a board meeting unless authorized by bod.

5. Notice of board meeting (U/s 286)-- to every director for the time being in india( not out of india) at usual address in india.-- in writing-- no time limit and no form of notice ( reasonable notice ).-- mentioned time , place and date of meeting. --notice must be given evenif the director has refused to attend the meeting. as per co. act 2013 • u/s 286 notice must be given to interested directors also, even if he’s not entitled to vote on a particular business • In case co. has alternate director, then notice must be given to original as well as alternate director. • Notice must be definite note. A conditional or contingent notice is not valid. • Notice can be sent by electronic mode also.

6. Board shall give not less than 7 days notice • a meeting of the board may be called at a shorter notice to transact urgent business, subject to the condition that at least one independent director, If any, shall be present. provided further that In case of absence of independent directors from such a meeting of the board, 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 directors, If any.

7. Power of board to ratify acts subsequently Where – • Notice is not given as required • But all directors attended the meeting and • Do not object to the absence of notice or • Where the absentee directors do not complain of want of notice, the proceedings at the meeting will not be invalid, especially if they are ratified at a subsequent meeting at which the absentee directors are present.

8. Time of meeting-- any time ( not necessary working hours ). • Day of meeting-- any day ( may be a public holiday ). • Place of meeting--any place convenient to directors ( may or may not be registered office ).

9. Agenda • No requirement of agenda by law. Board can transact business even without a formal agenda. • If agenda is given then only those business can be transacted, which are mentioned in agenda. • Its normal practice to give agenda with the notice, even if not required by law.

10. Quorum of board meeting • 1/3rd of total strength of the board OR 2 directors whichever is higher

11. NOTE :- • Total strength = total strength of the BOD of the co. – No. of directors whose place remain vacant. • Interested directors are not counted for the purpose of quorum ( only for those business in which he is interested ) • Any fraction shall be rounded off to nearest 1. • If all directors are interested / deadlock then either increase the disinterested directors by fresh appointment of additional director or matter shall be placed before general meeting. • Quorum should be present throughout the meeting . • As per co. act 2013 Participation of directors by video conferencing or by other visual media shall be counted for the purpose of quorum.

12. Adjournment of board meeting • If quorum not present within 15 minutes of the meeting, meeting shall stand adjourned automatically to the same day, at the same time and same place in the next week. If that day is a public holiday then on next succeeding day . • No notice is required if time / place of adjourned meeting is announced at the original meeting. • If meeting is adjourned for 30 days or more or adjourned sine-a-die, then fresh notice must be given.

13. Minutes of board meeting sec 193 • Minutes are records of proceedings of board meeting. • Co. Shall maintain minutes of board/ committee meetings of the board. • Minutes shall be recorded within 30 days of the conclusion of meeting. • Minute book shall be serially numbered. • Minutes of proceedings shall not be attached to any book by pasting. It cannot be type written. • Minutes can be maintained in loose-leaf form provided these are bind-up at a reasonable interval, say 6 months.

14. Each page to be initialed and last page to be dated and signed by the chairman of the meeting or chairman of the succeeding meeting. • Minutes of board meeting cannot be inspected by the members of the company. • Statutory auditor / cost auditor / secretary in whole time practice appointed by the co. Can inspect the minutes in the course of audit or certification work. • Officers of roc or other govt. Or regulatory bodies duly authorized in this behalf under the law, during the course of an inspection, can inspect the minutes.

15. registers • As per co. act 1956, a co. Is required to keep at its registered office certain books known as statutory books and also keep copies of certain documents and deeds. • Default in maintaining statutory books and other documents/ deeds makes officers in default liable to penalties under the act up to rs. 5000/- • Members of the co. Can inspect these registers. • As per co. Act 2013 1) act allows register of members/debenture holders and any other security holders or copies of returns to be kept at any other place in india in which more than 1/10th of the members resides. Provided special resolution is passed in the general meeting of the company.2) u/s 128(1) of co. act 2013, books of accounts and other relevant papers can now be maintained in electronic mode

16. Types of books • Statutory books -- mandatory as per co. act-- u/s 209 to be maintained at registered office.-- it can be kept at any other office except registered office provided special resolution is passed in general meeting.-- example register of fixed deposit / charges / members / books of accounts / directors shareholdings / loans / investments etc.

17. Optional / non-statutory books-- totally optional to maintain-- maintain on need basis-- examples register of share transfer / dividend mandates / proxies / debenture transfer registers / lost share certificates / share warrant • Documents / deeds-- like agreements / contracts / poa etc.