Section 173 & 174 of 2013

Meeting of Board and its powers

Every Company shall hold its Board Meeting including One Person Company

Applicability:

1st Board Meeting should be held within 30 days from its Incorporation.

Thereafter Minimum 4 Board Meetings should be held every year with a maximum gap of 120 days between two meetings.

Time Limit

At least One Board Meeting in every 6 months with a minimum gap of 90 days between two meetings.

Time Limit for OPC, Small & Dormant Company

By person

By Video Conferencing

By other audio visual means

Participation in Board Meeting

Approval of the annual financial statements;

Approval of the Board’s report;

Approval of the prospectus;

Audit Committee Meetings for consideration of accounts; and

Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover

Matters not to be dealt through Video Conferencing / Audio Visual

Minimum 7 Days before the Board Meeting.

To every director at his Registered Address by hand delivery or by post or by electronic means.

Shorter Notice may be given but at least one Independent Director should be present at the meeting, if pubic company.

If Independent director is not present then the decision taken should be circulated to all directors and such decision shall be final only if it is approved by independent director.

Notice

1/3rd of total director or two , whichever is higher.

Participation by director by video conferencing and by other audio visual means shall be counted as quorum.

If the no of Interested Directors exceeds/equal to 2/3rd of total Directors then the quorum should be two which are not interested.

Quorum for Board Meeting