A company must hold its FIRST Board meeting within 30 days of incorporation and at least FOUR Board meetings every year, with a gap of NOT MORE THAN 120 DAYS between two consecutive meetings. OPCs, small companies and dormant companies need only TWO meetings a year (one per half, gap ≥ 90 days).
Key points
- §173 requires the FIRST meeting of the Board within 30 DAYS of the date of incorporation.
- Thereafter a MINIMUM of FOUR Board meetings must be held EVERY YEAR, and the gap between two consecutive meetings must NOT EXCEED 120 DAYS.
- Directors may participate through VIDEO CONFERENCING or other audio-visual means.
- NOTICE of at least 7 DAYS in writing must be given (shorter notice permitted for urgent business if an independent director is present / ratifies).
- ONE PERSON COMPANIES, SMALL COMPANIES and DORMANT COMPANIES need hold only TWO Board meetings a year — one in each half of the calendar year — with a gap of at least 90 DAYS between them (an OPC with only one director is exempt from §173/§174).
- Default attracts a penalty of ₹25,000 on every officer in default.
Reference: §173 Companies Act 2013 read with Secretarial Standard SS-1
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