Section 173 - Meetings of Board

Section 173 Board meetings: timelines, virtual participation, notice rules, penalties and relaxations for small and dormant companies

Section 173 mandates that every company hold its first Board meeting within thirty days of incorporation and at least four Board meetings each year, with no more than 120 days between meetings, subject to Central Government exemptions or modifications. Directors may participate in person or via prescribed audio-visual means capable of recording proceedings; certain matters may be restricted from virtual consideration. Board meetings require at least seven days' written notice, but urgent business may be transacted at shorter notice if an independent director is present or subsequently ratifies decisions. Officers failing to give proper notice incur a penalty of twenty-five thousand rupees. One Person, small, and dormant companies satisfy the requirement by holding one Board meeting each half-year, at least ninety days apart, with special relaxation for single-director entities.