A company being an artificial person is working through its board of directors and having distinct entity from its members in the eye of law. Board of Directors is a group of directors who oversee the activities on behalf of the company. For that purpose, the directors conduct the board meetings as to see the activities of the company. The board meeting is a formal meeting of the board of directors of a company which is held at intervals to discuss the issues and policy of the company.
Every company registered under MCA are required to hold a board meetings quarterly. A diverse body of directors is required to hold a board meeting who are accountable for the position of the company. The following are the major purposes of convening board meeting:
Powers to be exercised by the Board of Directors in a Board Meeting as stated in Section 179, Sub – Section 3 of the Companies Act, 2013:
The Board shall exercise following powers only by means of resolution passed in its meeting:
The board of directors is free to exercise certain powers only with the consent of the company, given by way of a special resolution passed during the General Meeting of the company.
There are certain restrictions imposed on the board, which are as follows:
A written notice of board meeting along with the agenda must be sent to every director of the company not less than 7 days prior to board meeting. The notice can be given by post or electronic means at the registered address of the director. Without serving a notice, the meeting will be treated as invalid. The notice period can be shorter if the board of directors have no objection.
To conduct a valid board meeting quorum is the minimum number of directors required for the same. The required quorum for a valid meeting is one-third of its total strength or two directors, whichever is higher. For the purpose of quorum, the directors who participated through video conferencing or any other audiovisual means are counted.
One Person Company, Small Company and Dormant Company
First Board Meeting
Within 30 days from incorporation
Subsequent Board Meeting
At least one board meeting in each half of the calendar year
Minimum 4 board meeting every year, at least once in every three months
Intervals between Board meetings
Minimum gap can be 90 days
Maximum gap cannot be more than 120 days
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