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Companies need to hold certain number so board meeting in a FY while following the provisions of Companies Act, 2013

In terms of provisions of Section 173, board meeting required to be held in the following manner:

• First Board Meeting within 30 days from the date of Incorporation
• Minimum four board meeting required to be held in every year.
• The gap between two board meetings shall not be more than 120 days.

However, Clause 2.1 of Secretarial Standard-1 provides that minimum 1 meeting shall be held in every calendar quarter and gap between two board meetings shall not be more than 120 days and minimum 4 board meeting shall required to be held in each Calendar Year.

Therefore, there should be at least 4 meeting should be held in each calendar year and at least one meeting should be held in each calendar quarter and gap between to any two consecutive meeting shall not be more than 120 days.
In case where the meeting is adjourned, the 120 days shall be counted from the date of original meeting, not from the date of adjourned meeting.

However, in case of One Person Company, Small Company and Dormant Company shall hold at least 1 meeting  of the Board of Directors in each half of Calendar Year and gap between two meetings shall not be less than 90 days.

Quorum of Board Meeting:

Quorum means the minimum number directors required to be present to validly hold the Board Meeting. Any decision taken in absence of proper quorum, shall not be valid.

In terms of the provisions of Section 174 of the Companies Act, quorum for the Board Meeting shall be 1/3rd of total directors or 2 directors, which ever is less.

Directors participating through video conferencing or by other audio-visual means shall be counted in quorum, unless they are to be excluded for any items of the business under the provisions of the Act.

In case, directors in company are reduced below the minimum number of directors required in the law i.e. 2 or 3 as the case may be, the remaining number of directors shall be quorum in the meeting held for the purpose of increasing the number of directors to that fixed for the quorum or summoning a general meeting, but not for other purpose.

Quorum shall be present through out the meeting while transacting every business.

Adjourned Meeting of Board of Directors:

If the board meeting is adjourned due to want of Quorum, then unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week on the same time and place or in case that day is National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place.

However, meeting shall be stand as cancelled if quorum is not present at the adjourned meeting.

Chairman of the Meeting:

Where the company has appointed a Chairman, then he/she shall act  as Chairman of the board. Where there is no chairman of the company, the directors may elect one of themselves to be the Chairman of the Board to conduct the meeting.

Meeting of Independent Directors:

In terms of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, the company, which are required to appoint independent directors under the Companies Act, shall hold least one meeting of Independent Directors in a year. In such meeting, no non-independent directors and members of the management shall be present.

However, practical issue with this provision is that in such meeting who will issue and prepare the notice and agenda and minutes for the meeting of Independent Directors.

Secretarial Standard-1 has provided that the Company Secretary shall facilitate convening and holding of such meeting, if so desired by the Independent Directors.