Monday, October 7, 2013


1.After incorporation of a company, first board meeting has to be held within 30 days.

2.Four meetings have to be held in a year and gap between two board meeting shall not exceed 120 days.(Earlier 90 days).

3.Board Meeting can be held by either in person or through audio, video-conferencing.

4.A minimum 7 days notice is to be given for a board meeting and it should be either hand-delivery or by post or through e-mail or fax.

5.A shorter notice can be given provided if at least one independent director is present at such meeting . If no independent director is not present at the meeting , then , copy of the proceedings of such board meeting to be circulated among the directors and it should be ratified at least one independent director.

6.If there is a default in providing the notice , every officer (Company Secretary)  who is responsible to pay a fine of Rs 25,000 /=

7.One Person Company and Dormant companies shall have to convene at least two board meetings in a year.

8.A director who is attending the board meeting either through audio or video shall be counted for quorum for the board meeting.

9.As per draft rules , that it is compulsory for a director of a company to attend at least one board meeting in person  in a year.
10.Notice of the board meeting shall specify that a director can participate either through audio or video means instead of personal presence.
11.Directors who wants to attend the meeting through videoconference  or audio means shall communicate his intention at least 3 days before the meeting.

12.The draft minutes of the meeting shall be circulated among all the directors within seven days of the meeting either in writing or in electronic mode

13. Matters relating to Approval of accounts and approval of directors report shall have to be held in physical meeting .

14. A whole-time director has to attend at least one  board meeting personally  in a year  else he would lose his directorship.

15. Under Section 168 of the Companies Act 2013, if a director resigns, he has to send a copy of his resignation  letter to the concerned ROC stating the reason for his resignation.

16. Under CA 2013 , the office of the Chairman and Managing Director have been separated unless Articles permits .

17.For independent directors , there should be a separate board meeting exclusively to be attended by the independent directors during a year.





  1. Rule 12(a) Draft Minute Shall Be circulate Within 15 Days From the Date of Meeting and According to Rule 12(b) Every director Who attend Meeting Shall give comment about accuracy of Minutes within 7 days after receipt of minutes.

  2. Sub Section 5 of Section 173 also cover Small Companies alongwith Dormant and OPC.
    Please update the same.