Explain the different types of Director’s Meetings.

Director’s meeting:

Directors collectively are called as Board of Directors. They meet regularly to discuss and decide upon company matters, implementation of plans and review the progress made by the company.

(i) Board Meeting (Section 173):

It is a meeting of the Board of Directors. The Board of Directors has to meet frequently with reference to day to day working of the company. The Board of Directors can exercise their powers collectively through the Board Meeting.

Legal Provisions relating to Board Meeting:

(a) Authority to Convene:

The chairman of the Board is the proper authority to call the Board Meeting.

(b) Number of Board Meetings:

• First Board Meeting shall be held within 30 days of the date of its incorporation.
• Subsequently, there should be four meetings in a year.
• The gap between the two meetings should not be more than 120 days.
• At least one Board meeting should be held in 6 months in case of one person company, small company, and dormant company.
• The gap between two meetings should not be more than 90 days in the case of one person company.

(c) Virtual Meeting/Video Conferencing:

If there is any urgency to call Board Meeting and practically not possible for Directors to attend the meeting in a short notice, so with the help of technology, a virtual meeting can be held. The meetings are recorded and active participation of Directors is also possible through video conferencing. Certain special and confidential matters cannot be dealt with through video conferencing as per the directions of the Central Government.

(d) Notice [Section 173(3)]:

The notice of every Board Meeting must be given to every director at least 7 days before the meeting at his registered address along with an agenda of the meeting. It can also be sent by post or by hand delivery or by E-mail.

If a company fails to send notice within a given time, then every officer in default shall be liable to a penalty of Rs. 25,000.

(e) Quorum (Section – 174):

• The quorum for the Board Meeting is 1/3rd of the total number of directors or two directors whichever is higher. Any fraction should be rounded to one.
• Interested directors (personal interest in any matter) are not included in the quorum.

(f) Adjournment:

The meeting of the Board of directors can be adjourned in the absence of a quorum. The adjourned meeting can be held on the same day, same time and the same place in the next week.

(ii) Committee Meeting:

• The Board of Directors may from the committee and delegate some of its powers to them.
• This committee should consist of only directors. The delegation of such powers to committees is to be authorized by Articles of Association and should be subject to the provisions of the Companies Act.
• A meeting of Allotment Committee, Transfer Committee, etc are examples of Committee Meeting.