Board meetings are at the heart of corporate governance. Whether you’re a Company Secretary, Director, or Founder — missing basic board meeting compliances can trigger penalties or regulatory scrutiny.
This updated 2025 guide covers the rules, timelines, formats, and FAQs — as per the Companies Act, 2013, Secretarial Standards (SS-1), and SEBI LODR (for listed entities).
Applicability of Section 173 (Board Meetings)
| Company Type | Requirement |
|---|---|
| All Companies (General) | First Board Meeting within 30 days of incorporation |
| Minimum 4 meetings per year, max 120 days gap | |
| OPC / Small / Dormant | 1 meeting per half-year, min 90-day gap |
Step-by-Step: How to Conduct a Compliant Board Meeting
1. Plan the Meeting Schedule
- Confirm availability of key directors
- Tentatively fix a date and mode (physical/VC)
2. Draft & Issue the Notice
- Send at least 7 days in advance
- Use hand/post/email (must retain delivery proof)
- Include date, time, venue/VC link, agenda items
3. Notify the Stock Exchange (For Listed Companies)
- As per Regulation 29 of SEBI LODR, send 2 working days’ prior intimation for matters like:
- Approval of financial results
- Declaration of dividends
- Bonus issue/fundraising
- Buybacks
4. Conduct the Meeting
- Ensure quorum is present throughout
- Maintain attendance register
- Record proceedings (esp. if VC)
- Circulate draft minutes within 15 days
5. Post-Meeting Compliance
- Finalize and get minutes signed
- File required resolutions (e.g., with ROC)
- Update statutory registers (e.g., MBP-1 if applicable)
- Maintain minutes book (physical or digital as per policy)
Virtual Board Meetings (VC/AVM Rules)
- Allowed under Companies Act + SS-1
- Directors must stay present throughout the meeting
- Company must maintain audio/video recording
- Roll call + timestamping is mandatory
- VC participants count toward quorum
Shorter Notice Board Meetings
Permitted only in urgent cases, and subject to:
- At least one Independent Director (ID) being present, or
- If no ID is present, decisions to be ratified by ID later
SEBI LODR Compliance (Regulation 29 & 30)
For listed companies, intimation of board meetings for the following must be given at least 2 working days prior:
| Matter | Intimation Timeline |
|---|---|
| Financial Results Approval | 2 working days (excl. date) |
| Declaration of Dividend | 2 working days |
| Issue of Bonus, Buyback, Raising Capital | 2 working days |
| Any change to securities or rights thereof | 2 working days |
CS Actionables After Fixing the Meeting Date
- Draft Notice & Agenda and circulate
- Send Stock Exchange intimation (PDF & XBRL for listed cos)
- Update trading window status in SDD log
- Coordinate VC links and director confirmations
- Track Unpublished Price Sensitive Information (UPSI)
Common Mistakes to Avoid
- Sending notice only on WhatsApp (no formal proof)
- Not recording VC meetings when required
- Delayed circulation of draft minutes (>15 days)
- Skipping SEBI intimation (Reg 29/30 violations)
- Forgetting quorum rules for VC vs physical format
FAQs: Board Meeting Compliance
Q1. Can a Board Meeting be held on a Sunday or public holiday?
Yes, the Companies Act does not restrict board meetings on holidays.
Q2. Is email notice sufficient?
Yes, as long as proof of delivery (like email log or read receipt) is maintained for at least 3 years.
Q3. What if a director misses 3 consecutive meetings?
If a director is absent from all board meetings for 12 months, they automatically vacate their office (Sec 167(1)(b)).
Q4. Can we adjourn the meeting due to lack of quorum?
Yes. If quorum is not present within 30 minutes, the meeting is adjourned as per SS-1 guidelines.
Q5. How do Independent Directors ratify urgent decisions taken without them?
The resolutions must be shared with the ID, and their ratification noted in the next board meeting.
Q6. Do OPCs need to follow all these steps?
No. OPCs/small/dormant companies need to hold only 1 board meeting per half-year, with a minimum gap of 90 days between meetings.
Final Takeaway
Conducting board meetings the right way isn’t just about ticking boxes — it’s about corporate governance, legal protection, and financial transparency.
Whether you’re a CS, startup founder, or compliance officer, following this step-by-step format can save you from serious penalties.
Stay tuned with Stox N Tax for more easy-to-follow company law explainers, compliance guides, and ROC checklists.
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