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Key Compliances for Conducting a Board Meeting

• As per Section 174 (1) the quorum for a meeting of the Board of Directors of a company shall be one third of its total strength or two Directors, whichever is higher, and the participation of the Directors by video conferencing or by other audio-visual means shall also be counted for the purposes of quorum under this sub-section. 

• As per Section 173 (2) the participation of Directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means, as may be prescribed, which are capable of recording and recognizing the participation of the Directors and of recording and storing the proceedings of such meetings along with date and time.  Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio-visual means. Also, where there is quorum in a meeting through physical presence of Directors, any other director may participate through video conferencing or other audio-visual means in such meeting on any matter specified under the first proviso. 

• As per Section 173 (3) notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means. 

• • To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting. Provided further that in case of absence of independent Directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one independent director, if any.

• The Act requires certain business to be approved only at Meetings of the Board. However, other business that requires urgent decisions can be approved by means of Resolutions passed by circulation. Resolutions passed by circulation are deemed to be passed at a duly convened Meeting of the Board and have equal authority.
• Resolutions passed by circulation shall be noted at a subsequent Meeting of the Board and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such Meeting.
• A resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax.

As per Regulation 29 of the SEBI (LODR) Regulations, 2015

• The listed entity shall give prior intimation of at least two working days in advance, excluding the date of the intimation and date of the meeting, to stock exchange about the meeting of the board of directors in which any of the following proposals is due to be considered:

(a)  financial results viz. quarterly, half yearly, or annual, as the case may be;

(b)  proposal for buyback of securities;

(c)  proposal for voluntary delisting by the listed entity from the stock exchange(s);

(d) fund raising by way of [issue of securities (excluding security receipts, securitized debt instruments or money market instruments regulated by the Reserve Bank of India), through further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price

Provided further that intimation for determination of issue price in a qualified institutions placement is not required if such placement is done accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

(e) declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend.

(f)  the proposal for declaration of bonus securities

(g) any alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof;

(h)  any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.

• The intimation required under sub-regulation (1) shall mention the date of such meeting of board of directors

In case of Non-Convertible Securities [Regulation 50 of the SEBI (LODR) Regulation, 2015]

• The listed entity shall give prior intimation to the stock exchange of at least two working days in advance, excluding the date of the intimation and the date of the meeting of the board of directors, about the Board meeting in which any of the following proposals is to be considered:

(a) An alteration in the form or nature of non-convertible securities that are listed on the stock exchange or in the rights or privileges of the holders thereof;

(b) An alteration in the date of the interest/ dividend/ redemption payment of non-convertible securities;

(c) Financial results viz. quarterly or annual, as the case may be;

(d) Fund raising by way of issuance of non-convertible securities; or

(e) Any matter affecting the rights or interests of holders of non-convertible securities

Note: The disclosures to the stock exchanges shall be made by a listed entity in XBRL format in accordance with the guidelines specified by the stock exchanges from time to time.