A meeting of the Board of directors is an important forum in the working of companies. Several statutory prescriptions are incorporated in the Companies Act, 1956, to ensure that the actions approved by the Board are in the interest of the company and reflect the fiduciary nature of the duties of directors.

Section 285 of the Act provides that every company, private or public, shall hold at least one meeting of the Board in a period of three months and four meetings in a year. But a company registered under section 25 of the Companies Act, has privilege that the Board or the Governing Body may meet at least once in six months.

The Expression ‘every three months’occuring in section 285 naturally means three months taken together. Provisions of section 285 will be fulfilled if the Board of directors meet on the first of January, or the 31st March or any date in between. Next three months should naturally comprise April to June. It is open to the Board of directors to meet on any date during three months from April to June. Similarly, the Board may, at least, meet on a particular date during July to September and so on. In section 285 there is no scope for making backward calculation.

Section 286 of the Companies Act, stipulates that a meeting of the Board of directors shall be held after giving notice. The notice shall be given in writing to every director in India and at his usual address in India. Notice shall be given reasonably in advance say for seven days before the date of the meeting. Although it is not incumbent to give notice to a foreign director at the address outside India. However, sound corporate practice requires that notice to be sent to all directors, whether in India or outside.

Board meetings are normally held during business hours and on a day, which is not a public holiday. However, a Board meeting may validly be held on public holiday. Department has clarified vide Letter No. 8/11(285)/63-PR, dated 2-5-1963 that it would not raise any objection if an original Board meeting is held on a public holiday for the convenience of the directors although it considers that an original Board meeting should normally be held only on a working day.

Board meetings can be held during business hours or outside business hours. There is no restriction on that matter under the Act.

Board meetings can be held at any place whether it be a company’s registered office or head office or any other premises and whether or not it is within the same city, town, village or state in which the registered office of the company is situated. Board meeting can also be held at places other than these places including abroad.

In terms of the provisions of section 287 of the Companies Act, 1956, the quorum for a Board meeting shall be one-third of its total strength of directors who are in office or two directors. Whichever is higher. Any fraction arising in counting of one-third will be rounded off as one. For example, in a Board having seven directors, the quorum shall be three directors.  It is also provided that where the interested directors exceed or equal two-thirds of the total strength, the number of remaining disinterested directors present at the meeting being not less than two shall be the quorum of that business of the meeting. This section also applies to a private company.Section 287(2) lays down only minimum number to from a quorum: the company by its articles can provide for a higher number as quorum.

As per provisions of section 288 (1), if a Board meeting is adjourned for want of quorum then the adjourned meeting shall be held at the same day in the next week at the same time and place or if the day is a public holiday till the next succeeding day which is not a public holiday at the same time and place. Therefore, an adjourned meeting should be held only on a working day.

The Companies Act provide that it is necessary for the directors to attend the Board meetings personally once in every quarter. Proxies are not allowed at Board meetings and directors are not allowed to appoint their representatives to attend the Board meetings and cast vote on their behalf.

The directors are allowed to receive sitting fees for each meeting of the Board or a committee thereof attended by them. The sitting fees payable by public companies and private companies subsidiary to public companies to their directors for attending the Board meeting or committee thereof has been revised w.e.f 24th July, 2003. The directors of companies with a paid-up share capital and free reserves of Rs. 10 crore and above or turnover of Rs. 50 crore and above shall be paid sitting fees not exceeding Rs. 20,000 and directors of other companies will be paid sitting fees not exceeding Rs. 10,000.