What is the process to call a Board Meeting?
All the Directors of the Company together form the Board of Directors of the Company. The Company is run by this Board of Directors. All decisions are taken by passing resolutions at Meetings that are duly called and attended. At times the shareholders of the Company’s approval are also required for certain decisions. Please refer to our write up on Board’s powers and Items requiring Shareholders approval
Therefore, it is important to know and understand how a Board Meeting can be called.
Who can call a Board Meeting:
The Companies Act, 2013 is silent on who can call a Board Meeting. As per SS-1 Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorised by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Articles.
The First Meeting of the Board of Directors can be called by any of the First Directors of the Company, immediately on receipt of the Certificate of Incorporation to transact the business as required. Please refer to Agenda: Items of Business to be covered in the First Board meeting of a Company.
How will a Board Meeting be called:
The Meeting has to be called by sending a Notice in writing. To refer to the contents of a Notice for a Board Meeting please refer to our write up on Board Meeting Notice- Dos and Don'ts. This Notice has to be sent at least seven days before the scheduled Meeting or as stated in the Articles of the Company.
The Board Meeting can also be called at a shorter Notice, i.e. less than 7 days or as prescribed by the Articles, to transact urgent business. If the Company has Independent Director(s) on board, then at least one independent director has to be present at such a meeting.
To Whom and Where to send the Notice:
The Notice shall be sent to every Director of the company to the postal address or e-mail address, registered by the Director with the company or in the absence of such details or any change thereto, any of such addresses appearing in the Director Identification Number (DIN) registration of the Director.
How shall the Notice to sent
It shall be sent by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means.
Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means. However, in case of a Meeting conducted at a shorter Notice, the company may choose an expedient mode of sending Notice.
How many Board Meetings should be held in a year?
On receiving the Certificate of Incorporation of the Company, the first Board Meeting should be held within 30 days to be calculated from the date of incorporation stated in the Certificate of Incorporation.
Thereafter a Company requires to hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.
In general practice, Companies divide the financial year into 4 quarters:
April to June
July to September
October to December
January to March
One meeting is held in every quarter and the next meeting is so scheduled that not more than 120 days elapsed between 2 meetings.
So what we understand is that a minimum of 4 meetings have to take place in a financial year. A Company may call as many Board Meetings as are required for it to function property.
Exceptions:
A One Person Company, small company and dormant company* are required to hold a minimum of one meeting of the Board of Directors in each half of a calendar year.
The gap between the two meetings should not be less than ninety days.
The above provision is equally applicable in case of a private “start-up Company”*. (MCA Notification G.S.R. 583(E) dated 13th June, 2017)
If more than two Meetings are held in a year where the gap between the first and the last Meeting in a year exceeds 90 days then it would be sufficient compliance of the requirement.
Illustration
In case a small company holds the first Meeting of the Calendar Year 2015 on 1 st June, 2015, it would be sufficient if it holds one more Meeting on any day before 31st December, 2015, but on or after 30th August 2015. If it holds the next Meeting on 30th July, 2015, it should hold at least one more Meeting on or after 30th August, 2015, but before 31st December, 2015
*Definitions:
"One Person Company" means a company which has only one person as a member
“small company" means a company, other than a public company,—
(i) paid-up share capital of which does not exceed fifty lakh rupees and
(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;
“Dormant company” means where a company is formed and registered under the Companies Act, 2013 for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar for obtaining the status of a dormant company.
“Inactive company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years;
“Start-up company” means a private company incorporated under the Act and recognised as start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.
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