1. Minimum Number of Board Meetings Per Year

• A Public Limited Company must hold a minimum of four board meetings in a financial year.
  
• The meetings should be spaced out in such a way that the gap between two consecutive meetings does not exceed 120 days.
  
• This requirement ensures regular oversight and timely decision-making.
  
• The rule applies to both listed and unlisted public companies.
  
• Failure to comply attracts penalties under the Companies Act, 2013.
  

2. First Board Meeting After Incorporation

• The first Board Meeting must be conducted within 30 days of the date of incorporation.
  
• In this meeting, the board usually appoints the first auditor, approves statutory registers, and adopts internal policies.
  
• It marks the beginning of the company’s operational and compliance journey.
  
• A proper notice and agenda must be issued to all directors before the meeting.
  
• Minutes of the meeting must be prepared and recorded in the Minute Book.
  

3. Mode of Conducting Meetings

• Board meetings can be held physically or through video conferencing or other audio-visual means, subject to compliance with prescribed conditions.
  
• Participation via electronic mode must allow two-way communication and recording of proceedings.
  
• Certain matters, such as approval of financial statements, must be discussed in physical or adequately secured digital meetings.
  
• Proper quorum (minimum 1/3 of directors or 2 directors, whichever is higher) must be maintained.
  
• Each director must receive at least 7 days’ notice unless urgent business is transacted.
  

4. Agenda and Documentation

• A detailed agenda, along with supporting documents, must be circulated in advance.
  
• Resolutions passed must be recorded and signed by the chairman.
  
• Minutes of every board meeting must be entered in the Minute Book within 30 days of the meeting.
  
• These minutes serve as legal proof of decisions made by the board.
  
• They must be preserved permanently and made available for inspection.
  

5. Penalties for Non-Compliance

• Non-compliance with board meeting requirements can lead to monetary penalties on the company and its directors.
  
• As per Sections 173 and 450 of the Companies Act, both the company and every officer in default may be fined.
  
• It may also affect the company’s corporate governance rating and statutory audits.
  
• Regular board meetings are essential to ensure strategic governance and legal compliance.
  
• Directors must attend and participate actively to fulfill their fiduciary duties.