All about the board meetings under the Company Act 2013

Board Meetings: FAQs on Convening to Minutes

Board Meetings are a crucial part of the corporate governance, ensuring that strategic decisions are made efficiently and in compliance with the law. The Companies Act, 2013, lays down specific rules regarding the frequency, quorum, attendance, and documentation of Board Meetings. Further guidance is provided by the Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors. SS-1 details the procedures to be followed before, during and after the board meeting.

This FAQ guide answers common queries related to Board Meetings, covering aspects like time, place, quorum, attendance, minutes, and more. This FAQs are compiled based on the provisions of the Company Act 2013, and Secretarial Standards issued under the Law.

1.Convening a Board Meeting

• Q 1.1: Who can call a Board Meeting?

  • A: Any director can summon a Board Meeting. The Company Secretary, if appointed, any other person authorized by the Board, shall convene a meeting on a director’s requisition, in consultation with the Chairman or MD or WTD (if any), unless the Articles provide otherwise.

• Q 1.2: Can the Chairman adjourn a meeting?

  • A: Yes, the Chairman can adjourn a meeting for any reason, unless a majority of directors present object.

2. Board Meeting (Day, Time, Place, Mode)

• Q 2.1: Can a Board Meeting be held on any day, at any time?

  • A: Yes, a board meeting can be convened at any time and place, on any day.

• Q 2.2: Can a Board Meeting be held on Sunday?

  • A: Yes, a board meeting can be held on any day including Sunday.

• Q 2.3: What details about the venue must be included in the meeting notice?

  • A: The notice must clearly mention the venue, whether it’s the registered office or another location. If the meeting is conducted through electronic mode, the venue specified in the notice will be the place where the proceedings are deemed to have occurred.

• Q 2.4: Can board meeting be held outside the registered office?

  • A: Yes, boar meeting can be held anywhere within or outside India.

• Q 2.5: Can directors participate in Board Meetings through electronic mode?

  • A: Yes, unless prohibited by the Act or any other law for specific items of business.

• Q 2.6: Are there any restrictions on discussing certain items through electronic mode?

  • A: Yes, directors cannot participate through electronic mode in discussions on restricted items unless there is a quorum in a meeting through the physical presence of directors.

3. Notice of the Board Meeting

• Q 3.1: How should the notice of the board meeting be given?

  • A: Notice must be given in writing to every director either by hand, speed post, registered post, facsimile, email, or other electronic means.

• Q 3.2: Where should the notice of board meeting be sent?

  • A: The notice should be sent to the postal or email address registered by the director with the company. In the absence of such details, it can be sent to the address appearing in the director’s DIN registration.

• Q 3.3: Can a director specify a preferred mode of receiving the notice?

  • A: Yes, if a director specifies a particular means of delivery, the notice shall be given to him by that means.

• Q 3.4: Is there a provision for sending the notice through an expedient mode?

  • A: In case of a meeting conducted at shorter notice, the company may choose an expedient mode of sending the notice.

• Q 3.5: What is the requirement for maintaining proof of sending the notice?

  • A: The company must maintain proof of sending the notice and its delivery for a period decided by the Board. But for a period not less than three years from the meeting date.

• Q 3.6: Who is responsible for issuing the notice of the board meeting?

  • A: The notice shall be issued by the Company Secretary if appointed or any director or any other person authorized by the Board.

• Q 3.7: What details should the notice contain?

  • A: The notice shall specify the serial number of the meeting, day, date, time, and full address of the meeting venue.

• Q 3.8: If a director wishes to participate through electronic mode, does the notice need to include that?

  • A: Yes, the notice must inform directors about the option to participate through electronic mode and provide necessary information. If a director intends to participate through electronic mode, they must give prior intimation.

• Q 3.9: Is a notice required even if meetings are held on pre-determined dates?

  • A: Yes, notice of a meeting shall be given even if meetings are held on pre-determined dates or at pre-determined intervals.

• Q 3.10: What is the minimum notice period required for a Board Meeting?

  • A: Notice convening a meeting shall be given at least seven days before the meeting date, unless the Articles prescribe a longer period. If the notice is sent by speed post or registered post, an additional two days shall be added for the service of notice.

• Q 3.11: How should notice of an adjourned meeting be given?

  • A: Notice of an adjourned meeting shall be given to all directors, including those who did not attend the original meeting. Unless the date of the adjourned meeting is decided at the meeting, notice shall be given not less than seven days before the adjourned meeting.

• Q 3.12: When should the agenda and notes on agenda be given to the directors?

  • A: The agenda, setting out the business to be transacted, and notes on the agenda shall be given to the directors at least seven days before the meeting date, unless the Articles prescribe a longer period.

• Q 3.13: How should the agenda and notes on agenda be sent?

  • A: Agenda and notes on agenda shall be sent to all directors as discussed under Q 3.1 & 3.2 above.

• Q 3.14: What is the additional time given in case the agenda is sent by post?

  • A: In case the company sends the agenda and notes on agenda by speed post or registered post, an additional two days shall be added for the service.

• Q 3.15: If a director specifies a particular means of delivery for the agenda, should that be followed?

  • A: Yes, 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.

• Q 3.16: Is there a provision for sending the agenda through an expedient mode?

  • A: 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.

• Q 3.17: What is the requirement for maintaining proof of sending the agenda and notes on agenda?

  • A: 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.

• Q 3.18: If there is an alternate director, should the notice be sent to the original director as well?

  • A: Yes, the notice, agenda, and notes on agenda shall be sent to the original director also , even if these have been sent to the alternate director. However, the mode of sending these to the original director shall be decided by the company.

• Q 3.19: Can supplementary notes on any of the Agenda Items be circulated at or prior to the Meeting?

  • A: Supplementary notes on any of the Agenda Items may be circulated at or prior to the Meeting but shall be taken up with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any.

• Q 3.20: What information should be included in the note supporting each item of business requiring approval?

  • A: Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal and the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed. If approval by means of a Resolution is required, the draft of such Resolution shall be either set out in the note or placed at the Meeting. However, any other decision taken at the Meeting may also be recorded in the Minutes in the form of Resolution.

• Q 3.21: Are there any specific items of business that must be placed before the Board at its Meeting?

  • A: Yes, the items of business that are required by the Act or any other applicable law to be considered at a Meeting of the Board shall be placed before the Board at its Meeting. There are certain items which shall be placed before the Board at its first Meeting.

• Q 3.22: Should each item of business to be taken up at the meeting be serially numbered?

  • A: Yes, each item of business to be taken up at the Meeting shall be serially numbered in a manner which would enable ease of reference or cross-reference.

• Q 3.23: Can any item not included in the Agenda be taken up for consideration at the Board Meeting?

  • A: Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting. The decision taken in respect of any other item shall be final only on its ratification by a majority of the Directors of the company, unless such item was approved at the Meeting itself by a majority of Directors of the company.

• Q 3.24: Is there a specific procedure to be followed for transacting urgent business at a shorter notice?

  • A: To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at a shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting. If no Independent Director is present, 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.
  • 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.

4. Frequency of the Board Meetings

• Q 4.1: How many Board Meetings should a company hold in a year?

  • A: A company shall hold at least four meetings of its Board in each calendar year. There can be maximum interval of 120 days between any two consecutive meetings.

• Q 4.2: Is there a specific time frame for holding the first Board Meeting after incorporation?

  • A: The company shall hold the first meeting of its Board within thirty days of the date of incorporation.

• Q 4.3: Are there any relaxations in the frequency of Board Meetings ?

  • A: Yes, for a One Person Company, Small Company, Dormant Company, or a private company recognized as a start-up. This companies can holds one meeting of the Board in each half of a calendar year. However, the gap between the two meetings is not less than ninety days (90).

• Q 4.4: How is the interval period calculated in case of an adjourned meeting?

  • A: An adjourned meeting being a continuation of the original meeting, the interval period in such a case shall be counted from the date of the original meeting.

5. Quorum of the Board Meeting

• Q 5.1: What is the significance of a quorum in board meetings?

  • A: A quorum is the minimum number of directors required to be present for a meeting to be validly held. It ensures that decisions are made by a representative portion of the board.

• Q 5.2: How is the quorum determined for a Board Meeting?

  • A: The quorum for a Board Meeting shall be one-third of the total strength of the Board, or two directors, whichever is higher. Any fraction in one-third is rounded off to the next one.

• Q 5.3: When is quorum calculated during a Board meeting?

  • Quorum shall be present not only at the time of commencement of the Meeting but shall be present throughout the meeting while transacting business.

• Q 5.4: Are directors participating through electronic mode counted for quorum?

  • A: Directors participating through electronic mode are counted for quorum, except for restricted items where quorum must be based on the physical presence of directors.

• Q 5.5: What happens if a meeting cannot be held due to lack of quorum?

  • A: Unless the articles provide otherwise, the meeting automatically adjourns to the same day in the next week, at the same time and place. If that day is a National Holiday, it adjourns to the next succeeding day that is not a National Holiday.

• Q 5.6: What happens if the adjourned meeting also does not have a quorum?

  • A: If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled

• Q 5.7: What is the quorum for committee meetings?

  • A: The quorum for committee meetings is specified by the board, unless it is stipulated in the Act or the Articles or under any other law. If no quorum is specified, the presence of all the committee members is necessary.

• Q 5.8: Can an interested director be counted towards the quorum of a Board meeting?

  • A:  Except the case of a private limited company, an interested 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.

• Q 5.9: How is the term ‘interested director’ defined in the context of quorum?

  • A: A director is considered interested in a contract or arrangement if they, along with other directors, hold more than 2% of the paid-up share capital of the body corporate, or if they are a promoter, manager or CEO of that body corporate, or if they are a partner/owner/member of a firm or other entity involved in the contract.

6. Chairman of the Board Meetings.

• Q 6.1: Who chairs the meetings of the Board?

  • A: The Chairman of the company shall be the Chairman of the Board. In their absence, the directors may elect one of themselves to be the Chairman of the Board.

• Q 6.2: What are the primary duties of the Chairman during a Board Meeting?

  • A: The Chairman is responsible for conducting the meeting, ensuring it is duly convened and constituted, encouraging deliberations, and assessing the sense of the meeting.

• Q 6.3: How is the Chairman elected for a committee meeting?

  • A: A member of the committee appointed by the Board or elected by the committee chairs the committee meetings, as per the Act, any other law or the Articles.

• Q 6.4: What happens if there is an equality of votes in a Board Meeting?

  • A: The Chairman has a second or casting vote in case of an equality of votes. However, AOA of the company may provide otherwise.

• Q 6.5: Can the Chairman continue to chair if they are interested in a particular agenda item?

  • A: If the Chairman is interested in an item of business, they should entrust the conduct of the proceedings for that item to a non-interested director. This can be done with the consent of the majority of directors present. He can resume the chair after that item has been transacted. However, this is not apply for a private limited company.

7. Attendance at the Board Meetings

• 7.1 Read more about attendance at the board meetings, along with format of attendance register.

8. Minutes of the Board meetings

• 8.1 Read more about minutes of the board meetings and draft minutes.