Board meeting-small company

Rajeev kumar Nayak (ACS) (283 Points)

04 September 2014  

Hi Everone.

I have small confusion on the board meetings of small companies (as defined under Companies Act, 2013). I am putting my analysis. Views are solicited on my analysis:-

In terms of Sec. 173(5) of Companies Act, 2013 (CA 2013), If a small company/OPC/dormant company (" Small Comapny") holds one board meeting in each half of calendar year, if will be sufficient compliance, if gap between the two meetings is not les than 90 days. In other words, small comapnies are not required to hold 4 meetings in a calander year and 2 meetings will be sufficient compliance of CA 2013. Now my question is:-

1. If a small company had conducted its board meetings in the month of Feb 2014, can it be deemed as compliance for one meeting of first half of calander  year i.e (Jan to June 2014), though section 173 came into effect on April 01, 2014. My understanding is, it will be counted for board meeting for first half of calendar year. Views of experts are solicited.

2. Now I want to hold Board meeting in the month of september 2014 (for example- September 05, 2014) under Section 173(5), will it be treated as complaince w.r.t board meeting since gap is more than 120 days but my company has taken the benefit of 2 meetings (one each in one half of calendar year).  My understabnding, is it is allowed. Since my company did not hold any board meeting since April 01, 2014 (date of coming into effect of CA 2013), i have not taken the matter of disclsore of interest by directors in board meeting. So can I the take the matter of disclosure of interest by Directors u/s 184, approval of accounts, apporval of directors report in the board meeting as on September 05, 2014 and file single MGT 14 of all three matters. My understanding, it is permissible under Companies Act, 2013. Views of experts are solicited.

3. Now coming into the most tricky issue. Sec 173 (5) says if small company holds 2 meetings a year then minmum gap should be 90 days. It means if a my company holds meeting as on September 05, 2014, it cannot hold a board meeting for next 90 days, i,e upto November 30, 2014, even it is required to transact the important matter. My question is that, how can a Statute restrict a Company to hold the Board meeting for 90 days?  Views of experts are solicited.

Thanks in advance.
CS Rajeev Nayak
rajeev.cs20 @