Corporate and Economic Laws · Board Meetings and Procedures

Board Meetings: Frequency, Gap and Notice under Section 173

Updated 11 October 2026 · Fact-checked

Section 173 of the Companies Act, 2013 requires the first Board meeting within 30 days of incorporation and at least four meetings every year, with no more than 120 days between two consecutive meetings. Notice must be at least seven days in writing to every director. Shorter notice needs an independent director's presence or ratification.

Understand Meetings of the Board: Frequency and Notice

The Board runs the company, so the Act fixes how often it must meet and how directors are told. Without these rules, a few directors could take decisions in secret or skip meetings for months.

For frequency, Section 173(1) sets two tests. First, the first Board meeting must be held within 30 days of incorporation. Second, every year the company must hold at least four meetings, and not more than 120 days may pass between two consecutive meetings. Both tests apply together. Four meetings spaced badly can still breach the law.

For notice, Section 173(3) requires not less than seven days' notice in writing to every director at the address registered with the company. You may send it by hand, by post or by electronic means. An officer whose duty is to give notice and who fails to do so is liable to a penalty of ₹25,000 (Section 173(4)).

Urgent business is allowed on shorter notice, but at least one independent director, if any, must be present. If no independent director attends, the decisions are circulated to all directors and become final only when at least one independent director, if any, ratifies them.

Directors may attend in person or through video conferencing or other audio visual means that can record and recognise participation and record and store the proceedings with date and time. The Central Government may specify matters that cannot be dealt with through video conferencing. If there is a physical quorum, any other director may join by video conferencing even on those matters.

A lighter regime exists for a One Person Company, small company and dormant company. They comply if at least one meeting is held in each half of the calendar year and the gap between the two meetings is not less than 90 days. Nothing in Section 173(5) or Section 174 applies to an OPC with only one director (proviso to Section 173(5)). The Producer Company rules in Section 378V differ: at least four meetings a year, not less than once in every three months, with seven days' notice by the Chief Executive and a ₹5,000 penalty for default.

Key rules to remember

First Board meeting: Within 30 days of the date of incorporation; Section 173(1). Count from the date of incorporation.
Minimum meetings and gap: At least 4 meetings a year; gap between two consecutive meetings ≤ 120 days; Both conditions must be met. The gap is counted between consecutive meetings.
Notice period: Not less than 7 days' written notice to every director; By hand, post or electronic means, to the address registered with the company. Section 173(3).
Shorter notice: Urgent business: at least one independent director, if any, must be present; otherwise decisions need ratification by at least one independent director, if any; Without ratification the decisions are not final.
Penalty for failure to give notice: ₹25,000 on the officer whose duty it is; Section 173(4).
OPC, small and dormant company: At least 1 meeting in each half of the calendar year; gap between the two meetings ≥ 90 days; Section 173(5). Section 173(5) and Section 174 do not apply to an OPC with only one director (proviso to Section 173(5)).
Producer Company Board: At least 4 meetings a year; at least once in every 3 months; 7 days' notice; ₹5,000 penalty on Chief Executive; Section 378V. Shorter notice allowed, with reasons recorded in writing by the Board.

How to solve Meetings of the Board: Frequency and Notice questions

Most questions give dates of meetings or a notice scenario and ask whether the company has complied. Use the same checks every time.

1Identify the type of company: ordinary, OPC, small, dormant or Producer Company. The rules differ.
2Check the first meeting: was it held within 30 days of incorporation?
3List the meeting dates in order and compute the gap between each consecutive pair. Flag any gap above 120 days. Count the meetings in the year against the minimum of four.
4Check the notice: was it in writing, to every director, at least seven days, by a permitted mode? Count the days carefully from the facts given.
5If notice was shorter, check whether the business was urgent and whether an independent director was present. If none attended, check ratification by an independent director.
6Check the participation mode. Video conferencing counts, subject to the Central Government's specified matters and the physical-quorum proviso.
7State the conclusion with the section, and add the penalty (₹25,000 on the defaulting officer) where notice was not given.

Quickest way: Dates, gaps, days

When to use it: Use for MCQs and case scenarios that give meeting dates or a notice period.

Write the numbers: 30 days first meeting, 4 meetings, 120-day gap, 7 days notice.
Compute each gap between consecutive meetings. One gap over 120 days means non-compliance, even with four meetings.
Check the company type. For OPC, small or dormant companies use two meetings, one per half-year, at least 90 days apart.
For short notice, look for an independent director. Present means valid; absent means ratification is needed.

Common mistakes in Meetings of the Board: Frequency and Notice

Saying four meetings in a year is enough without checking the gap.
Students remember only the number four.
Fix: Always compute the gap between each pair of consecutive meetings. It must not exceed 120 days.
Applying the 90-day gap to all companies.
The OPC, small and dormant company rule is confused with the general rule.
Fix: The 90-day minimum gap with one meeting in each half-year applies only to OPC, small and dormant companies. Others use the 120-day maximum gap.
Treating shorter notice as invalid by itself.
Students read seven days as absolute.
Fix: Shorter notice is valid for urgent business if at least one independent director, if any, attends. If none attends, decisions are final only after ratification by an independent director.
Counting video conferencing attendance as no attendance.
Students think meetings must be physical.
Fix: Section 173(2) allows participation by video conferencing or other audio visual means, subject to the specified matters and the physical-quorum proviso.
Mixing Producer Company rules with Section 173.
Both prescribe seven days' notice and four meetings.
Fix: Keep Section 378V separate: once in every three months, notice by the Chief Executive, penalty ₹5,000, and shorter notice with recorded reasons.

Worked examples

Example 1

Alpha Ltd, an ordinary company, held Board meetings on 10 April, 5 July, 20 November and 15 February in a financial year. Has it complied with Section 173(1) on frequency and gap?

Show the solution

Number of meetings is four, so the minimum count is met.
Gap from 10 April to 5 July: April has 20 days left, May 31, June 30, plus 5 days in July = 86 days. Within 120.
Gap from 5 July to 20 November: 26 days left in July, August 31, September 30, October 31, plus 20 days in November = 138 days. This exceeds 120.
Alpha Ltd is not an OPC, small or dormant company, so the 90-day rule does not help it.

Answer: Alpha Ltd has not complied. Although it held four meetings, the gap between the 5 July and 20 November meetings is 138 days, which exceeds the 120-day limit in Section 173(1).

Example 2

Beta Ltd's Board called a meeting on one day's notice by email to transact urgent business. No independent director attended. Decide the validity of the decisions.

Show the solution

Notice should be at least seven days in writing, by hand, post or electronic means. Email is a permitted mode.
Shorter notice is allowed under the first proviso to Section 173(3) for urgent business, if at least one independent director, if any, is present.
No independent director was present, so the second proviso applies.
The decisions must be circulated to all directors and are final only on ratification by at least one independent director, if any.

Answer: The shorter notice is acceptable for urgent business, but because no independent director attended, the decisions are not final until circulated to all directors and ratified by at least one independent director. If the company has no independent director, the condition applies only 'if any'.

Exam tips

Give the section number 173 and the exact figures: 30 days, four meetings, 120 days, seven days, ₹25,000.
In case-based MCQs, compute every gap. Examiners often hide one long gap.
Check the company type first. OPC, small and dormant companies have the 90-day rule.
For short-notice questions, look for the independent director and the words 'if any'.
If a question mentions a Producer Company, apply Section 378V, not Section 173.

Practice questions from Board Meetings and Procedures

Meetings of the Board: Frequency and Notice in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Meetings of the Board: Frequency and Notice: frequently asked questions

How many Board meetings must a company hold in a year?

A company must hold at least four Board meetings every year, with not more than 120 days between two consecutive meetings. The first meeting must be held within 30 days of incorporation. OPCs, small companies and dormant companies have a lighter rule of one meeting in each half of the calendar year.

What is the notice period for a Board meeting?

At least seven days' notice in writing must be given to every director at the address registered with the company. It may be sent by hand, post or electronic means. A shorter notice is allowed for urgent business, subject to the independent director condition.

Can directors attend a Board meeting by video conferencing?

Yes. Section 173(2) allows participation in person or through video conferencing or other audio visual means that can record and recognise participation and store the proceedings with date and time. The Central Government may specify matters that cannot be dealt with this way, though a director may join by video conferencing on those matters if a physical quorum is present.

What is the penalty for not giving notice of a Board meeting?

An officer of the company whose duty is to give notice and who fails to do so is liable to a penalty of ₹25,000 under Section 173(4).