Meeting of BoD

The meeting held by the Board of Directors is an important aspect for the smooth functioning and working of a company. For ensuring that the actions approved by the board are in the interest of the company, the Companies Act, 1956, incorporates several statutory prescriptions.

Periodicity of the Board Meetings

According to section 285 of the Companies Act, the board meetings should be held every three months. The board of directors can meet any day between the 1st January and the 31st of March. Accordingly, the next meeting should be held between 1st April and 30th June. There is no scope in the section 285 of the companies act for backward calculation.

Notice of Board Meeting

According to section 286 of the Companies Act, appropriate notice should be given to all the directors about the meeting. The meeting can be held only after the notice is given. The notice should be delivered to every director of the board.
The notice should be delivered at least seven days before the meeting. It is not mandatory to give notice to a foreign director staying outside India. However, it is advised to deliver notices to all the directors whether inside India or outside.

Day of Holding Meeting

Generally, board meetings are held during the day within business hours. However, board meetings can also be held on a public holiday.

Time of Holding Board Meeting

The Companies Act, 1956, does not impose any restrictions on the timing of board meetings. They can be held during or outside business hours, as per the convenience of the board.

Place for Holding Board Meetings

Board meetings can be held anywhere as per the convenience of the board. The board is not bound to select a venue for the meeting in the same city where the company’s registered office is situated as in the case of general and statutory meetings. Board meetings can also be held abroad.

Quorum of the Board Meeting

According to the provisions given by the Companies Act, at least one-third of the directors or two directors (whichever is higher) must be present to conduct a board meeting. If a fraction arises during the counting of one-third, the fraction is counted as one. These rules also apply to a private company. According to section 287(2) of the Companies Act, the company can raise the number of quorum through its articles of association.