A properly conducted and compliant Board Meeting is not just a legal formality—it’s a reflection of a company’s commitment to transparency, accountability, and sound governance. Decisions taken at Board Meetings have far-reaching implications on business strategy, regulatory standing, investor confidence, and stakeholder trust. It is one of the key duties of the Company Secretary to ensure that Board Meetings are convened, conducted, and documented in full compliance with the Companies Act, SEBI regulations, and Secretarial Standards. Non-compliance can lead to penalties, disqualification of directors, or even reputational damage. Ensuring that every meeting is documented, well-planned, and adheres to the Companies Act and SEBI regulations is essential for maintaining both legal sanctity and organizational integrity.
A well-conducted Board Meeting is the cornerstone of sound corporate governance. Whether your company is listed or unlisted, adhering to legal and procedural norms for Board Meetings ensures compliance, transparency, and informed decision-making. This guide outlines the pre-meeting, during meeting, and post-meeting essentials that every company should follow.
Table of Contents
Pre-Meeting Essentials
1. Notice of Board Meeting
A notice of the Board Meeting must be circulated to all Directors at least seven days in advance, either by hand delivery, post, or electronic means. The notice should include date, time, and venue (or VC details).
2. Agenda and Notes on Agenda
The agenda and accompanying notes (background papers, drafts, proposals) should also be sent at least seven days before the meeting.
In listed entities, a general consent for shorter notice on UPSI-related matters should ideally be taken in the first Board Meeting of the financial year.
3. Intimation to Stock Exchange (for Listed Companies)
As per Regulation 29 of SEBI (LODR) Regulations, listed companies must intimate stock exchanges in advance about upcoming Board Meetings where certain agenda items are being discussed (e.g., financial results, dividends, fund raising, etc.).
Conducting the Board Meeting
4. Recording of Proceedings (VC Mode)
If the meeting is conducted through video conferencing or other electronic modes, the Company Secretary must record the proceedings and ensure compliance with the Companies (Meetings of Board and its Powers) Rules, 2014.
5. Leave of Absence
A Director may seek a leave of absence by informing the Chairman or Company Secretary. If a Director misses all Board Meetings in a year, their office is deemed vacated as per Section 167 of the Companies Act, 2013.
6. Attendance Register
An attendance register must be maintained and signed by all directors present. The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded in the attendance register and authenticated by the Company Secretary (CS).
7. Quorum
A valid quorum must be present throughout the meeting.
Listed Company: 1/3 of total strength or 3 directors, whichever is higher, with at least 1 Independent Director.
Unlisted Company: 1/3 of total strength or 2 directors, whichever is higher.
8. Chairman of the Meeting
The Chairman of the Board presides over the meeting. In the absence of a designated Chairman, the Board may elect one of its members to chair the meeting.
Post-Meeting Compliance
9. Outcome of Board Meeting to Stock Exchange (for Listed Companies)
Listed Entities are required to file outcome of Board Meeting in certain cases after the conclusion of Board Meeting.
The outcome needs to be filed within 30 minutes from the closure of the meeting and if the Meeting concludes after normal trading hours of that day but more than three hours before the beginning of the normal trading hours of the next trading day, then the listed entity shall disclose the decision pertaining to the event or information, within 3 hours from the closure of the Meeting.
10. Payment of Sitting Fees
The Company is required to pay the sitting fees to the Directors attending the Meeting after the conclusion of Meeting.
It is usually recommended the make the payment promptly after the conclusion of Meeting.
11. Website Updation
Listed entities are required to update their company website within 2 working days from the date of change of content, especially after stock exchange filings.
Accordingly, the listed entity is required to update the filings done, if any, with the stock exchange(s).
12. Trading Window Closure and Opening
As per insider trading norms, the trading window remains closed until 48 hours after declaration of financial results. The CS should ensure timely reopening post this period.
13. Minutes of Meeting
Minutes must be entered in the Minutes Book within 30 days of the meeting.
- Each page to be serially numbered and initialled by the Chairman.
- Final page to be signed with date and place of signing by the Chairman.
- Minutes shall be signed by the Chairman of the respective Meeting anytime before the next meeting or by the Chairman of the next Meeting at that Meeting
14. Filing of E-Forms
E-forms (like MGT-14) must be filed with the ROC within the prescribed due dates depending on the resolutions passed in the meeting.
FAQs on Board Meetings
1. Can a Board Meeting be called at shorter notice?
Yes, but only in case of urgent business, and subject to at least one Independent Director being present, particularly for listed entities.
2. Is it mandatory to record Board Meetings conducted via VC?
Yes, recording is compulsory and the recording should be preserved safely for the audit trail and regulatory purposes.
3. Who is responsible for maintaining the attendance register?
The Company Secretary is responsible. For VC participants, digital records must be maintained and authenticated post-meeting.
4. What are common resolutions passed in a Board Meeting?
- Approval of financials
- Appointment of auditors
- Approving borrowings
- Noting RPTs
- Taking note of statutory filings
5. What if quorum is not present?
The meeting stands adjourned automatically to the same time and place on the next day (or any other date decided as per Articles of Association).
For companies aiming to maintain good governance and avoid regulatory penalties, following the above checklist ensures smooth conduct and documentation of Board Meetings.
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