Companies Act Section 378V — Meetings of Board and quorum
CHAPTER XXI
Commercial / Corporate
Summary
Sub-section (1) requires the Board to hold a meeting at least once every three months, and at least four such meetings must be held in each year.
Sub-section (2) states that written notice of every Board meeting must be given to each director currently in India, and to every other director at their usual address in India.
Sub-section (3) requires the Chief Executive to give the notice at least seven days before the Board meeting date. If the Chief Executive fails to do so, they are liable to a penalty of five thousand rupees. However, a Board meeting may be called with shorter notice, provided the reasons for doing so are recorded in writing by the Board.
Sub-section (4) sets the quorum for a Board meeting as one-third of the total number of directors, but with a minimum of three directors required.
Sub-section (5) provides that, unless the company's articles state otherwise, directors (including co-opted directors) may be paid fees and allowances for attending Board meetings, as decided by the Members in a general meeting.
Official Text
(1) A meeting of the Board shall be held not less than once in every three months and at least four such meetings shall be held in every year.
(2) Notice of every meeting of the Board of Directors shall be given in writing to every director for the time being in India, and at his usual address in India to every other director.
(3) The Chief Executive shall give notice as aforesaid not less than seven days prior to the date of the meeting of the Board and if he fails to do so, he shall be liable to a penalty of five thousand rupees:
Provided that a meeting of the Board may be called at shorter notice and the reasons thereof shall be recorded in writing by the Board.
(4) The quorum for a meeting of the Board shall be one-third of the total strength of directors, subject to a minimum of three.
(5) Save as provided in the articles, directors including the co-opted director, may be paid such fees and allowances for attendance at the meetings of the Board, as may be decided by the Members in the general meeting.