Provisions Relating to Minimum Number of Board Meetings to be held Under Companies Act 2013


Provisions Relating to Minimum Number of Board Meetings to be held Under Companies Act 2013

Regulation 67 of Table F of the Act provides as under:—

"(i) The Board of directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.”

Section 173 of the Companies Act, 2013 provides that every company, private or public, shall hold the first meeting of the Board of Directors within 30 days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year. There should not be gap of more than 120 days between two consecutive Board meetings.

The Central Government may, by notification, provide different requirement or modify the requirement for specific class or description of companies.

Regulation 17(2) of the SEBI Listing Regulations provides that the board of directors of a listed company shall meet at least four times a year, with a maximum time gap of 120 days between any two meetings.

Exemptions to small, dormant and OPC to have requirements for two meetings in a calendar year only

Section 173(5) provides that in case of one person company, small companies and dormant companies one Board meeting to be held in each half of the calendar year and gap between 2 meetings shall not be less than 90 days. In case of one person company, where there is only 1 director, Board meeting is not required to be conducted.

However, small companies may have more than 2 meetings in a year, but there must be gap of atleast 90 days between two meetings held in each half of the calendar year.

Exemptions to a section 8 company to have only 1 meeting in every six months

The MCA vide Notification No. G.S.R.466(E) dated 5th June, 2015 has provided exemptions under section 173(1) to section 8 company providing that Board of Directors of such company can hold one meeting within every six calendar months.

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