Board meeting compliances - An overview

CS Lalit Rajput , Last updated: 22 December 2018 Share Follow on Google News

Board Meeting:

A meeting of the board of directors of a company at which the policy of the Company and major decisions as to its future actions are discussed. The powers of the board are usually set out in the company's Articles of Association (AOA).

Frequency of Board Meetings (u/s 173 of CA, 2013 & SS-1)

First Board Meeting of every Company: within 30 days of the date of its incorporation.
Minimum number of Meetings required: 4 meetings every year (one meeting in every quarter of the year)
Gap between two Board Meeting: not more than 120 days between two consecutive meetings of the Board.

Quorum for Meetings of Board ((u/s 173 of CA, 2013 & SS-1)

One third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-section (Except for Section 8 Company)

Pre - Meeting Compliances

Sl. No.	Compliance Particulars	Timeline	Remarks	Filing Mode	Applicability	Applicable Laws
1	Date of Sending Notice to Stock Exchange	5 days before	A) At least 5 days for Financial Result as per regulation 29 1 (a) B) 2 Working days in advance as per reg. 29 1 (b) to (f) - *(Excluding the date of the intimation and date of the meeting) C) an advance notice of 11 working days as per reg. 29(3)(a),(b)	For NSE : NEAPS PORTAL and For BSE : BSE LISTING CENTRE	Listed Company	SEBI (LODR) Regulations 2015
2	Press Release for Board Meeting in Newspaper on website of the company	5 days before	Either newspaper Cutting or Signed copy of the said on the Company's Letterhead	On the Website of the Company	Listed Company	SEBI (LODR) Regulations 2015
3	Press Release for Board Meeting in Newspaper	5 days before i.e. the date of Submission of information to Stock Exchange	at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated:	In newspaper	Listed Company	SEBI (LODR) Regulations 2015
4	Agenda of the Meeting & Notes thereof to Directors	at least 7 (Seven) days before the date of the Meeting, unless the Articles prescribe a longer period. including sending date only	by hand delivery or by post or by electronic means.	Any mode of Correspondence as per SS1	All Companies	As per SS-1
4	Intimation to Directors regarding Board Meeting	7 days before Meeting including sending date only	by hand delivery or by post or by electronic means.	Any mode of Correspondence as per SS1	All Companies	As per SS-1
5	Closure of Trading Window	7 days before meeting including sending date only	nothing written about 7 days criteria	For NSE : NEAPS PORTAL and For BSE : BSE LISTING CENTRE	Listed Company	SEBI Regulations
Section 173 (3) : Board Meeting may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting.

Post - Meeting Compliances

Sl. No.	Particulars	Timeline	Remarks	Filing Mode	Applicability	Applicable Laws
1	Disclosure to Stock Exchange	Within 30 Minutes of Conclusion of the Meeting	Should be filed within 30 minutes as mentioned on the conclusion letter, on NSE & BSE both,	For NSE : NEAPS PORTAL and For BSE : BSE LISTING CENTRE	Listed Company	SEBI (LODR) Regulations 2015
2	Publication of Results in Newspaper	Within 48 Hours Conclusion of the Meeting	at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated:	In Newspaper	Listed Company	SEBI (LODR) Regulations 2015
3	Minutes Preparation	Within 15 days from the date of the conclusion of the Board Meeting	draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic means to all Board Members for their comments	Any mode of Correspondence as per SS1	All Companies	Rule 3(12) of the Companies (Meetings of Board and its Powers) Rules, 2014

Financial Results to be uploaded in 2 modes on NSE :
1	Quick Results Mode	Same Day	w.e.f. April 01, 2017 onwards, all listed entities with BSE, required to make their filings in respect of Financial Results (Regulation 33 and Regulation 52) in XBRL mode within 24 hours of submission of results in PDF mode. This would not apply to Insurance Companies which can continue to make their filings for Financial Results in PDF mode only read Circular: http://www.bseindia.com/corporates/Displaydata.aspx?Id=8601a75a-9a67-4f22-b3e3-d5e45f559e04&Page=cir	For NSE : NEAPS PORTAL	Listed Company	SEBI Regulations
2	Full Results mode	Within 24 hours of Meeting		For NSE : NEAPS PORTAL	Listed Company	SEBI Regulations

Note(s):

According to Section 173 of the Companies Act, 2013 (Act), the participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means. If the participation of the director is through video conferencing or other audio-visual means, then the company shall ensure that all the following points are complied with:

(i) recording and recognizing the participation of the directors; and
(ii) recording and storing the proceedings of such meetings along with date and time. etc.

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About the Author

CS Lalit Rajput

Company Secretary

Company Secretary having 8+ years of post qualification experience in the Compliance Management Services industry by serving Corporates including Listed Companies, Corporate Secretarial Firms and LLP. Have a keen interest in the Corporate Governance and Compliance Management and the soaring craving to learn everyday. A ... Read more

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