Board meetings

[Guest]

I am working in a private limited company having 4 Directors(1 Indian & 3 foreign). It is 100% owned by foreign company. I want to know the yearly schedule of board meetings and is it compulsory. If we unable to conduct the board meetings what is the next procedure?

[Guest]

As per section 285 of the Companies Act, 1956, every company must have at least 4 board meetings in a year and at least one meeting every quarter. There is no need  to ensure the time gap betweenthe two meetings. It means you may hold one meeting on 31st March and 2nd meeting on 1st April for the next quarter.Further the meeting may be held in any part of the world. Hence the foreign directors can hold the board meeting in their country and the Indian director may join the Board meeting through telephone/vedio conference. The only important point is that the quorum must be complete to hold the meeting which is 2 directors unless a higher quorum is provided in the Articles of association of the company.

Further now the board meeting may also be held through the Vedio conferencing as per MCA circula no 28/2011 dated 20-05-2011 but it states that each director must attend at least one meeting personally in a year and in such a scenario the indian director may visit abroad where the other three director reside for one meeting if the foreign directors can not visit or due to financial issues etc.

In case the board meetings are not hold as prescribed then there are penal provisions.

I hope this claries.

Thanks

S.R. Bansal

AI Summary

Board meeting requirements: statutory minima, quorum and permitted video conferencing affect director attendance and compliance. Board meetings must meet statutory minima under Section 285, including at least one meeting each quarter, may be held anywhere, and require the prescribed quorum. Participation by video conferencing is permitted but directors must attend at least one meeting in person annually. Failure to convene the required meetings exposes the company to penal provisions. Articles of Association may prescribe a higher quorum.