This section sets rules for the meetings of a company's Board of Directors, including frequency, notice, quorum, and payment of fees.
What the section says
In plain terms
(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.
The company's Board must meet at least once every three months and have at least four meetings per 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.
Every director must receive written notice of Board meetings at their address in India if they live in India, or their usual address in India if they live elsewhere.
(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:
The Chief Executive must give directors at least seven days' written notice before a Board meeting, or face a penalty of five thousand rupees.
provisoProvided 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.
A Board meeting requires a quorum of at least one-third of all directors, with a minimum of three directors.
(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.
Directors can be paid fees and allowances for attending Board meetings, as decided by the company's Members in a general meeting.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.