Section 173. Meetings of Board
(1) Every company shall hold the first meeting of the Board of Directors within thirty days of incorporation and thereafter a minimum of four meetings every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings.
Provided that the Central Government may, by notification, direct that this sub-section shall not apply to specified classes of companies or shall apply subject to exceptions, modifications or conditions.
(2) Directors may participate in a Board meeting in person or through video conferencing or other audio visual means capable of recording and recognising participation and recording and storing proceedings, subject to prescribed conditions and matters excluded by notification.
(3) A Board meeting shall be called by giving not less than seven days’ notice in writing to every director by hand delivery, post or electronic means. A meeting may be called at shorter notice to transact urgent business subject to the statutory condition concerning presence of an independent director and subsequent circulation and ratification where applicable.
(4) Every officer 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 if at least one Board meeting is conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days, subject to the statutory exception for an OPC having only one director.
