173. Meetings of Board
(1) Every company shall hold the first meeting of the Board of Directors within
thirty days of the date of its incorporation and thereafter hold a minimum number of four
meetings of its Board of Directors every year in such a manner that not more than one
hundred and twenty days shall intervene between two consecutive meetings of the Board:
Provided that the Central Government may, by notification, direct that the provisions
of this sub-section shall not apply in relation to any class or description of companies or
shall apply subject to such exceptions, modifications or conditions as may be specified in
the notification.
(2) The participation of directors in a meeting of the Board may be either in person or
through video conferencing or other audio visual means, as may be prescribed, which are
capable of recording and recognising the participation of the directors and of recording and
storing the proceedings of such meetings along with date and time:
Provided that the Central Government may, by notification, specify such matters which
shall not be dealt with in a meeting through video conferencing or other audio visual means.
(3) A meeting of the Board shall be called by giving not less than seven days’ notice in
writing to every director at his address registered with the company and such notice shall be
sent by hand delivery or by post or by electronic means:
Provided that a meeting of the Board may be called at shorter notice to transact urgent
business subject to the condition that at least one independent director, if any, shall be
present at the meeting:
Provided further that in case of absence of independent directors from such a meeting
of the Board, decisions taken at such a meeting shall be circulated to all the directors and
shall be final only on ratification thereof by at least one independent director, if any.
(4) Every officer of the company whose duty is to give notice under this section and
who fails to do so shall be liable to a penalty of twenty-five thousand rupees.
(5) A One Person Company, small company and dormant company shall be deemed to
have complied with the provisions of this section if at least one meeting of the Board of
Directors has been conducted in each half of a calendar year and the gap between the two
meetings is not less than ninety days:
Provided that nothing contained in this sub-section and in section 174 shall apply to
One Person Company in which there is only one director on its Board of Directors.