Companies Act 2013 Board & Commissions meetings

Meeting of the Board:

 Pursuant to the provisions of Section 173 of the Companies Act, 2013

 First meeting of the

The first meeting of the Board of Directors should be held within 30 days of the date of incorporation of the Company.

Subsequent meeting

Minimum 4 Board meetings should be held within one year.

There should be no gap of more than 120 days between two consecutive meetings of the Board.

One-Person Company (OPC), Dormant Company and Small Company

At least 1 meeting of the Board of Directors should be held in each half of the calendar year.

The difference between the two meetings should not be less than 90 days.

 Meeting of the shorter notice

 If the meeting of the Board of Directors is required to be called in a shorter time than the following conditions must be met:

 If the company is obliged to have an independent director,

At least one independent director shall be present at the meeting.

If the independent director is not present, the decision to be taken at the meeting shall be circulated among all directors and the decision taken by circulation shall be effective when ratified by at least 1 independent director.

If the company does not require an independent director,

The meeting may be called in a shorter time without any conditions to be met.

 Requirements and procedures for the convening and holding of meetings of the Board:

 Directors may participate in the meeting either in person or by video conferencing or by other audiovisual means, and the same shall be stated in the notice of the meeting sent to the directors.

 However, there are certain issues that cannot be dealt with at a meeting through video conferencing or other audiovisual means.

 The following restrictions were prescribed in accordance with Rule 4 of the Rules of Procedure of the Companies (Meetings of the Board and its Power) 2014.

•  The approval of the annual accounts
• Approval of the Report of the Board
• Acceptance of the prospectus
• Meetings of the Audit Committee to consider the accounts
• The approval of the matter relating to mergers, mergers, demergers, acquisitions and acquisitions

In addition, Rule 3 of the Companies' Rules of Procedure (Meetings of the Board and its Power) of 2014 lays down the requirements and procedures to be complied with or followed for the meeting of the Board of Directors by means of video conferencing or other video-visual means to be dealt with in the next article.

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