The Companies Act, 2013 lays down several stipulations governing Board meetings – how the Board meetings should be conducted, how often, consequences of non-compliance and so on.

Whose responsibility is it to comply?

The Companies Act, 2013 places the responsibility of adhering to the stipulations on each of the Directors and on the Company as well. It is the responsibility of each Director of a company's board to ensure that the board meetings are conducted as per the Companies Act, 2013

When you start a company and become a founding Director, you instantly assume statutory obligations.

What are the stipulations?

• Every company needs to conduct a minimum of 4 meetings in a calendar year.
• Between any 2 Board meetings, there should not be more than 120 days gap

If these stipulations are not followed, penalties are applicable on each Director as well as on the company

Are there exceptions?

The Companies Act, 2013 allows for a couple of exceptions to its stipulations governing Board meeting

• A "Small Company" or an entity registered as a "Startup" (the latter being, an entity that is registered with Startup India Program run by the Govt of India) are exempted from the stipulations detailed above.
• A "Small Company" or a "Startup" is required to follow the (less onerous) stipulations mentioned below:-
• 2 meetings are sufficient in a calendar, one of the meetings in Jan – Jun and Jul - Dec
• Gap between two Board meetings should not be less than 90 days

Summary

Different entities have different rules governing Board meetings. Contact us to know what is applicable to your company.