The board meeting is a formal meeting of top executives or directors of the company called to debate certain issues and problems and to make decisions. The meetings are held at definite times, at definite places. A Board meeting is organized to solve some special issues, taking important decisions, or to make new policies.
Board meetings require more planning and detailed preparation than the usual corporate events as attended by the top corporate executives and leaders of the company.
Section 173 of Companies Act, 2013 – Meetings of Board
Following are the rules and conditions laid down by companies act 2013 which must be followed and fulfilled by the company and board of director of a company:
Minimum Number of Board Meetings
As per companies Act section 173(1) “Every company shall hold the first meeting of the Board of Directors within thirty days from the date of company incorporation and thereafter hold board meetings in such a manner that not more than 120 shall intervene between two consecutive meetings and should be a minimum number of four meetings every year .”
Analysis of Section 173(1):
Every company shall hold the first meeting of the Board of Directors within 30 days of the date of company incorporation.
A minimum number of 4 meetings of its Board of Directors shall be held every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the Board.
It is observed that the Central Government may by notification direct that the provisions of this subsection shall not apply to any class or description of companies.
The provisions related to a minimum number of Board meetings apply to a company licensed under section 8 company only to the extent that the Board of Directors of such Companies shall hold at least 1 meeting within every 6 calendar months.
The manner of Participation by Directors
As per Companies Act Section 173(2) “The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audiovisual means, as may be prescribed, which are capable of recording and recognizing the participation of the directors and recording and storing the proceedings of such meetings along with date and time: Provided that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audiovisual means.”
Analysis of Section 173(2):
The participation of Directors in a meeting of the Board may be either in person or through video conferencing or other audiovisual means.
It is provided that Central Government may by notification specify such matters which shall not be dealt with in a meeting through video conferencing or other audiovisual means.
Notice for Board Meeting
As per Companies Act Section 173(4) “A meeting of the Board shall be called by giving not less than seven days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means: Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting: Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director if any.”
Analysis of Section 173(4):
A meeting of the Board shall be called by giving not less than 7 days notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means.
A meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least 1 independent director if any shall be present at the meeting.
In case the independent directors are absent from such a meeting of the Board, decisions taken at such meetings shall be circulated to all the directors.
The penalty for failure to give notice
As per Companies Act Section 173(4) “Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees.”
Board Meetings in One Person Company, Small Company, and Dormant Company
As per Companies Act Section 173(4) “A one-person company, small company, and the dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days: Provided that nothing contained in this subsection and section 174 shall apply to One Person Company in which there is only one director on its Board of Directors.”
Analysis of Section 173(4):
A-One Person Company, small company, and the dormant company shall be deemed to have complied with the provisions of this section if at least 1 meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the 2 meetings is not less than 90 days
This is not applicable if there is only 1 director on its Board of Directors.
Key points for an effective board meeting:
1. Prepare a clear and specific agenda.
Arrange all the aspects needed for a successful Board meeting. Settle or prepare for all uncertainties before sending initial notifications about the meeting. As problems come after sending invitations may cause a bad impact on the minds of the top Executives. If you are prepared in advance for future uncertainties, then it helps you to not change the details of the meeting at the main time. But if changes cannot be avoided, immediately send notifications to participants, or call them directly to tell them the changes. Make sure that all the participants or executives or directors and staff must receive the notification of the changes in the board meeting.
Always send reminders at least once, preferably a day before the board meeting is scheduled. As sometimes it happens that participants forget about the meeting because of busy schedules.
2. Prepare meeting documents, board packs, and other references.
Prepare all concerned documents and reports that must be needed in the board meeting. After preparing, cross-check that documents and reports are related to the concerned agenda. Note the title of each document, especially the main meeting document; then assign clear reference numbers to them. List the reference numbers of the documents along with their titles in the meeting agenda and then cite them as they will be used in the meeting.
Send the board pack to each participant at least 3 days in advance. This will give the participants ample time to review the documents and reference materials. If possible, send the meeting documents at the same time you send the notice of the meeting, or a few days before the meeting.
3. Stick to the agenda.
The Chairman should have control over this; always being aware that the discussion is not diverted from the agenda. The Chairman should take charge of the flow of the discussion, sticking to the most important aspects of the agenda, but be noted that other points will be discussed in the next meeting. This also ensures that participants don’t waste time on trivial topics, such as minor line items in the financial report, which take more time to settle than the critical strategic items on the agenda. In such cases, the Chairman should be ready to take the floor to keep the meeting in order or express the finality of points or decisions, even if other participants or members are presenting.
4. Ensure that facilities and tools are in order.
Aside from a well-organized venue with good lighting, ventilation, and furniture, other facilities, such as projectors, computers (laptops), microphones, must be in operational condition. An internet connection can be useful for quickly looking up references during the meeting. Traditional, paper-based board meetings should have an ample supply of paper, pens, and markers available to participants, who may have to mark or highlight meeting documents, aside from taking down notes. Faulty equipment and tools can be embarrassing and time-consuming, and should be avoided; but incidents such as these are common, so administrators must be ready with spare equipment and tools to replace defective ones. Also, with the use of electrical and electronic facilities, technical personnel should be on standby to immediately respond to and repair or replace failed equipment.
5. Record important points and action items and have a secure filing / archiving scheme
All relevant materials about the meeting such as signed contracts, amendments to policies, documented decisions, must be filed or archived in a secure storage facility, whether they are electronic/digital files or physical paper documents. Electronic/digital files should be filed with proper security measures like encryption or password-enabled folders and access control; on the other hand, paper documents should be filed in cabinets and a room secured by good-ole lock and key.
Your board meetings can be your team’s biggest concern or biggest asset – make them as productive and beneficial as possible and reap the benefits. Read more posts like this from Company Registration Online.
The following are the prerequisites for a Board Meeting: • The notice of the meeting shall provide all the necessary details of the meeting. Including the option available through video conferencing mode and other details that enable the directors to participate through video conferencing. • If a director wishes to participate via video conferencing, then he/she should inform before-hand to the Chairperson or the Company Secretary of the company. This is done so that the company can make suitable arrangements for the same.
What is the quorum of Board Meetings?
1. In case the meeting is not held due to quorum (minimum number of members), then the meeting shall be held on the same date, same time, same place next week (not being a national holiday). 2. But if the number of directors is below quorum, then the remaining directors may held the meeting for purposes given below: a. To call a general meeting b. To increase the number of directors c. Or if the interested director exceeds or equals to 2/3rd of the remaining directors, then at least 2 should be the quorum
What is the frequency of Board Meetings under Section 173 (1)?
First board meeting: Every company is required to conduct its first board meeting within 30 days of incorporation Subsequent board meetings: After this, the company is required to conduct at least 4 board meetings within 1 year. The time period between each meeting should not be less than 120 days.
Is it possible to conduct a meeting via video conferencing?
According to section 173(2) of the Companies Act, 2013, every company can hold a Board Meeting through video conferencing or other audio-video means.
Who can be present for board meetings via video conferencing?
• Chairperson • Director • Company secretary • Anyone else who is required by the board .
What subject matter is avoided to be discussed via video conferences?
The following presents the matter to be avoided via video conferences: • Approval of annual financial statements • Approval of board reports • Approval of prospectus • Approval of matter relating to amalgamation, merger, demerger, acquisition, and takeover
How are the meetings called?
The meetings should be called by giving 7 day’s notice to Directors at his registered address through: • Hand-delivery • Post • Electronic means
What is the penalty for failure to give notice?
According to sub-section (4) of section 173, an officer of the company whose duty is to give the notice of the Board meetings is liable to pay Rs.25,000 in case of failure.
What are the exemptions to sub-section (1) of section 173?
Section 173 (1) is not applicable to a Section 8 company that has not committed a default in filing its financial statements under section 137 of the act. Or annual return under section 92 of the act with the Registrar.
What are the exemptions to section 173?
Provisions of sub-section (5) of section 173 and section 174 is not applicable to One Person Company in which there is only one director on its Board of Directors.