In accordance with the Indian Company Act 2103, once duly incorporated, the board of Directors of an Indian company is required to hold not less than four meetings a year and the interval between two meetings cannot be longer than 120 days.
Number of Board Meetings
Every Indian company is required 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.
The first meeting of the Board of Directors is required to hold within thirty days of the date of its incorporation.
Every Director of the company is required to attend at least one Board meeting in a year.
Quorum for Board Meetings
The quorum for a meeting of the Board of Directors of a company shall be one third of its total strength or two directors, whichever is higher. Any fraction contained in the above one-third shall be rounded off to the next one.
Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
If a Meeting of the Board could not be held for Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled.
Modes of Board Meetings
The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.
The participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum.
The following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means:-
1. the approval of the annual financial statements;
2. the approval of the Board’s report;
3. the approval of the prospectus;
4. the Audit Committee Meetings for consideration of financial statement including consolidated financial statement if any, to be approved by the board; and
5. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
Notice of Board Meetings
A meeting of the Board shall be called by giving not less than 7 days?notice in writing to every director, unless the Articles prescribed a longer period and such notice shall be sent by hand delivery or by post or by electronic means.
The Board Meeting may be called at shorter notice to transact urgent business. The decisions taken at such a meeting shall be circulated to all the directors of the company.
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