Board meetings in private limited company

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Querist : Anonymous

Querist : Anonymous (Querist)

22 March 2013 Hello,

Is it mandatory for a private limited company to conduct the Board Meetings once in a period of 3 months and 4 in a year a s a whole. Or does there exist any exemption

Plz reply

Ajay Mishra

Ajay Mishra (Expert)
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23 March 2013 Hi

Periodicity of the Board Meetings

Section 285 of the Act provides that every company, private or public, shall hold at least one meeting of the Board in a period of three months and four meetings in a year. There is no need to ensure a gap of not more than three months between two meetings. But in a company registered under section 25 of the Companies Act, has privileges that the Board or the Governing Body may meet at least once in six months (Notification No. SO 578, dated 8-7-1961).

Interval between two Board Meetings

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.

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