Board Meeting

A board meeting is a formal gathering of a company's directors to deliberate and decide on matters of management and governance. In India, board meetings of companies are governed primarily by Section 173 of the Companies Act, 2013, read with the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the ICSI.

Frequency and notice

• Every company must hold its first board meeting within 30 days of incorporation, and thereafter at least 4 meetings each year, with no more than 120 days between two consecutive meetings.
• At least 7 days' notice in writing must be given to every director (shorter notice is allowed for urgent business subject to conditions).
• One Person Companies, small companies, dormant companies and start-ups need hold only one meeting in each half of the calendar year, with a gap of not less than 90 days.

Quorum

Under Section 174, the quorum is one-third of the total strength of the board or two directors, whichever is higher. Directors may participate in person or through video conferencing or other audio-visual means that can record and recognise their presence.

Minutes and compliance

Minutes of each board meeting must be recorded, entered in the minutes book within 30 days, and signed by the chairperson, as required under Section 118. They are evidence of the proceedings and of resolutions passed. Certain items, such as approval of financial statements or borrowing, must be dealt with only at a board meeting and cannot be passed by circulation. Failure to convene the statutory number of meetings can attract penalties on the company and officers in default.