valid as on 09/09/2024
(1) shall hold the first meeting of the within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than shall intervene between two consecutive meetings of the Board:
Provided that the Central Government may, by , direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.
a Specified IFSC public company shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold atleast one meeting of the Board of Directors in each half of a calendar year.
a Specified IFSC private company shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year.
(2) The participation of 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 recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time:
Provided that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual means.
(3) A meeting of the Board shall be called by giving not less than seven days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means:
Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one , if any, shall be present at the meeting:
Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any.
(4) Every of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees.
A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days:
Provided that nothing contained in this sub-section and in section 174 shall apply to One person Company in which there is only one director on its Board of Directors.
(5) One Person Company, small company and dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days:
Provided that nothing contained in this sub-section and in section 174 shall apply to One Person Company in which there is only one director on its Board of Directors.
Section 173(1) shall apply to section 8 companies only to the extent that the Board of Directors, of such Companies shall hold at least one meeting within every six calendar months vide notification no. G.S.R. 466(E) dated 5th June, 2015.
(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)
To view the notification ,Click Here
2(10) Board of Directors, in relation to a company, means the collective body of the directors of the company
A one-time relaxation has been provided for holding the Board meeting where the gap between two Board Meetings shall not exceed 180 days till September 30, 2020. To view the circular dated 24.03.2020, Click Here.
Gap between two Board Meetings extended to 180 days for the quarter Apr-Jun, 2021 vide circular dated 03.05.2021. To view the circular, Click Here
2(58) Notification means a notification published in the Official Gazette and the expression “notify” shall be construed accordingly
Inserted vide Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017. To view the notification Click Here
Inserted vide Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017. To view the notification Click Here
2(34) Director means a director appointed to the Board of a companyRefer rule 3 and 4 of the Companies( Meetings of Board and its Power) rules,2014. To view the rule,Click Here
Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018 Effective from 07-05-2018
To view commencement notification,Click Here
To view the notification of Companies Amendment Act,2017 Click Here
2(47) Independent director means an independent director referred to in sub-section (6) of section 149
2(59) Officer includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act
Sub-section (5) substituted vide exemption notification to Private Companies dated 13th June, 2017.(The exceptions, modifications and adaptations provided shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar)
To view the notification,Click Here
3. Meetings of Board through video conferencing or other audio visual means.-
A company shall comply with the following procedure, for convening and conducting the Board meetings through video conferencing or other audio visual means.
(1) Every Company shall make necessary arrangements to avoid failure of video or audio visual connection.
(2) The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care-
(a) to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;
(b) to ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorised participants at the Board meeting;
(c) to record proceedings and prepare the minutes of the meeting;
(d) to store for safekeeping and marking the tape recording(s) or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year.
(e) to ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and
(f) to ensure that participants attending the meeting through audio visual means are able to hear and see the other participants clearly during the course of the meeting:
Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him.
(3) (a) The notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section(3) of section 173 of the Act.
(b) The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means.
(c) A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company.
(d) If the director intends to participate through video conferencing or other audio visual means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf.
Any director who intends to participate in the meeting through electronic mode may intimate about such participation at the beginning of the calendar year and such declaration shall be valid for one year :
Provided that such declaration shall not debar him from participation in the meeting in person in which case he shall intimate the company sufficiently in advance of his intention to participate in person.
(e) The director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year.
(f) In the absence of any intimation under clause (c), it shall be assumed that the director shall attend the meeting in person.
(4) At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing or other audio visual means shall state, for the record, the following namely:-
(a) name;
(b) the location from where he is participating;
(c) that he has received the agenda and all the relevant material for the meeting; and
(d) that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b);
(5) (a) After the roll call, the Chairperson or the Company Secretary shall inform the Board about the names of persons other than the directors who are present for the said meeting at the request or with the permission of the Chairperson and confirm that the required quorum is complete.
Explanation.– A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.
(b) The Chairperson shall ensure that the required quorum is present throughout the meeting.
(6) With respect to every meeting conducted through video conferencing or other audio visual means authorised under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place.
(7) The statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.
(8) (a) Every participant shall identify himself for the record before speaking on any item of business on the agenda.
(b) If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.
(9) If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and note the vote of each director who shall identify himself while casting his vote.
(10) From the commencement of the meeting and until the conclusion of such meeting, no person other than the Chairperson, Directors, Company Secretary and any other person whose presence is required by the Board shall be allowed access to the place where any director is attending the meeting either physically or through video conferencing without the permission of the Board.
(11) (a) At the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority .
(b) The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.
(12) (a) The draft minutes of the meeting shall be circulated among all the directors within fifteen days of the meeting either in writing or in electronic mode as may be decided by the Board.
(b) Every director who attended the meeting, whether personally or through video conferencing or other audio visual means, shall confirm or give his comments in writing, about the accuracy of recording of the proceedings of that particular meeting in the draft minutes, within seven days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed.
(c) After completion of the meeting, the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson.
Explanation.-For the purposes of this rule, “video conferencing or other audio visual means” means audio- visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting.
Substituted vide Companies (Meetings of Board and its Powers) Second Amendment Rules, 2017 dated 13.07.2017. To view the notification,Click Here
omitted by Notification G.S.R. 590(E) dated 14th August 2014. To view the notification,Click HereInserted vide Companies (Meetings of Board and its Powers) Second Amendment Rules, 2017 dated 13.07.2017. To view the notification,Click Here
(i) the approval of the annual financial statements;
(ii) the approval of the Board’s report;
(iii) the approval of the prospectus;
(iv) the Audit Committee Meetings for consideration of accounts ; and
(v) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means.
For the period beginning from the commencement of the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 and ending on the 30th June, 2020 the meetings on matters referred to in sub-rule (1) may be held through video conferencing or other audio visual means in accordance with rule 3.
Ommitted vide Companies (Meetings of Board and its Powers) Amendment Rules, 2021 dated 15.06.2021. To view the notification, Click Here
Substituted vide GSR 590(E) Companies (Meetings of Board and its Powers) Second Amendment Rules, 2014 dated 14 August, 2014. To view the notification,Click Here
Inserted vide Companies (Meetings of Board and its Powers) Amendment Rules, 2018 dated 07.05.2018 . To view the notification,Click Here
Inserted vide Companies (Meetings of Board and its Powers) Amendment Rules, 2020 dated 19.03.2020. To view the notification, Click Here.
Substituted vide Companies (Meetings of Board and its Powers) Fourth Amendment Rules, 2020 dated 30.12.2020. To view the notification, Click Here.
Substituted vide Companies (Meetings of Board and its Powers) Third Amendment Rules, 2020 dated 28.09.2020. To view the notification, Click Here.
Substituted vide Companies (Meetings of Board and its Powers) Second Amendment Rules, 2020 dated 23.06.2020. To view the notification, Click Here.
