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Board Meeting

Under the Companies Act, 2013, board meetings are an essential aspect of corporate governance. Here are some key points related to board meetings under the Companies Act, 2013:

  1. Frequency of Meetings: The Act requires that every company must hold a minimum number of four board meetings in a calendar year. The gap between two consecutive meetings should not exceed 120 days. Public companies with paid-up share capital of at least 10 crore rupees or turnover of at least 100 crore rupees in the preceding financial year must have at least one independent director present at each meeting.
  2. Notice of Meeting: A notice in writing must be sent to every director at his registered address, including the agenda of the meeting, at least seven days before the date of the meeting. In certain urgent cases, a shorter notice period may be allowed, provided at least one independent director, if any, is present.
  3. Quorum: The quorum for a board meeting is one-third of the total strength of directors or two directors, whichever is higher. However, in case of a company with a sole director, that one director constitutes the quorum.
  4. Chairperson: The chairperson of the board meeting is usually the chairman of the company or, in his absence, any director elected by the directors present at the meeting.
  5. Recording Minutes: Minutes of board meetings must be prepared and entered into the books of the company within 30 days of the conclusion of the meeting. The minutes must be signed by the chairperson of the meeting or the chairperson of the next succeeding meeting.
  6. Matters to be discussed: The board meeting covers a wide range of matters, including financial statements, annual budget, appointments and removal of directors, loans and investments, related-party transactions, corporate social responsibility, and other significant business decisions.
  7. Interested Directors: A director who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement with the company must disclose his interest at the meeting and cannot participate in the discussion or vote on such matters.
  8. Participation via Video Conferencing: The Act allows directors to participate in a board meeting through video conferencing or other audio-visual means. Such participation is counted towards the quorum requirement, provided certain conditions are met.

It is important to note that the Companies Act, 2013, contains several provisions related to board meetings, and the above points provide only a brief overview. It is advisable to refer to the Act itself and consult legal professionals for detailed guidance and compliance.

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