Board meeting

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Anita Kumawat (Querist)
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30 September 2013 according to section 285 of companies act 1956 every company shall hold a minimum 4 meeting of board of director every year with a maximum gap of 120 days between two meeting, if a company incorporate in 15th march then how can possible to hold 4 meeting in year ended......
is any exemption is provided in companies act 1956?

Ajay Mishra

Ajay Mishra (Expert)
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30 September 2013 I think you are talking under new Companies Act, 2013.

For newly incorporated company, it shall comply the the holding of Board Meeting as per your calander Year. In your case year is ended on March 31. So only one meeting is required for you.

The Department has clarified vide Circular letter No. 40/3/72-CL-III, dated 2-6-1973, that there is a clear distinction between 'every' and 'each'. 'Every' directs attention chiefly to the totality, 'each' chiefly to
the individual's composing it. In view of this distinction, the expression 'every three months' occurring in section 285 should naturally means three months taken together. Provisions of section 285 will be fulfilled if the Board of directors meets on the first of January, or the 31st March, or any date in between. Next three months should naturally comprise April to June. It is open to the Board of directors to meet on any date during three months from April to June. Similarly, the Board may, at least, meet on a particular date during July to September and so on. In section 285 there is no scope for making backward calculation.

Aalok Chhaperwal

Aalok Chhaperwal (Expert)
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30 September 2013 Department has clarified that for the purpose of Section 285 of Act 1956, quarters as per calendar year (i.e. Jan-Mar, Apr-June, Jul-Sep and Oct-Dec) can be taken as period of 3 months and accordingly meeting could be held in every quarter. However, this is subject to a different interpretation.

The Act has not made any other provision for a new company. However, looking to the intention behind the provision, it would be sufficient if the meeting in the given case is held before closure of March quarter i.e., upto 31st March.

For subsequent meetings you can go as per Deptt. clarification.