1. Consult your articles of association (AoA) to see who can issue notice for convening a board meeting and follow the procedure laid down by the AoA in this respect. We can see about the to hold a meeting of the board of directors of a company which is not a one person company (OPC) or small or dormant company.
2. A private limited company which is a subsidiary of a public company will be a public company.
3. Only four board meetings are held in every year.
4. Notice of at least 7 days should be given in writing to every director at his usual address.
5. Give notice by hand or by post or courier or by e-mail. It is necessary to give agenda although it is not mandatory to give it along with the notice but generally the agenda accompanies the notice.
6. Provide the agenda setting is to be transacted at the board meeting on before 7 days.
7. If it is necessary to give supplementary notes on the agenda then the same should also be given at least 7 days before the meeting.
8. For the minimum information to be made available to the board of a listed company.
9. Public companies and their subsidiaries note the following purposes:
- For appointing a person as a managing director of more than one company.
- For appointing a person who is a manager of one company as a managing director of another company.
10. Except in the case of a one person company or a small company or a dormant company. The board meeting must be held at least once in every 3 months so that at least four such meetings are held in each year. The space between two board meetings shall not exceed 120 days.
11. If your company has been granted a “License” under section 8 of the 2013 act. It will apply only to the extent that the board of directors, executive committee or governing committee of your company must hold at least one meeting within every six months.
12. Where a board meeting is called but not held for want of quorum that was not considered a default under section 288(2) of the 1956 act. If the adjourned meeting is not held within 120 days of the earlier board meeting or if your board meetings are not held in a year then the company and every officer of the company will be liable to penalty under section 450 of the 2013 act.
13. See the following :
- The Memorandum and AoA are kept ready at the venue of the board meeting before every meeting.
- The director attendance register includes the present name and signature.
- Attendance register should also include the details of the invitees to the meeting .
- Leave are communicated to the secretary of your company or to the chairman.
- The KMP interest is also disclosed and noted by the board as a KMP and his relatives are also related parties.
- Interested directors are not join in to vote any contract or discussion or arrangement. The private limited company interested directors can join in discussions and vote thereon.
14. Keep the minutes of the previous board meeting ready for signing by the chairman of the meeting, if the same is not already signed by the chairman of the said meeting.
15. The appointed date is to be hold on the time of meeting and one-third of the total strength of directors or two directors is present on that meeting.
16. Ensure that the quorum is present throughout the board meeting and do not transact any business when the quorum is not so present.
17. On getting the full quorum as same, discuss the business in the meeting as per item of the agenda.
18. If your company is a producer company then in accordance with section 465 of the 2013 act, ensure that the provisions of section 581V of the 1956 act relating to meeting of board.
19. Ensure that the board of directors of your company being a listed company has an optimum combination of executive and non-executive directors with at least one women director.
20. Lay down procedures to inform board members about the risk minimization and assessment procedures. The board is responsible for monitoring risk management plan, framing, implementing for the company. The company also constitute a risk management committee.
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