ABC Private Ltd. requires to conduct a Board meeting in 5 days to transact an urgent business. You are the Company Secretary in Practice (PCS) of the company. The company seeks your advice in this regard, on conducting t

As per Section 173(3) of the Companies Act, 2013, a meeting of the Board of Directors shall be called by giving not less than 7 days' notice in writing to every director at his address registered with the Company and such notice shall be sent by hand delivery or by post or by electronic means. Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the 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. As ABC Private Ltd. is a private limited company is advised to follow the above provisions to transact and validly decide on their urgent business. As sending notices by electronic means and attending meetings through VC (Video Conference) are approved measures, ABC Private Ltd, is facilitated to conduct the Board Meeting, by a shorter notice. Hence, ABC Private Ltd can conduct the Board Meeting by a shorter notice, as the Companies Act, 2013 does not mandate the presence of Independent Directors in the constitution of Board of a Private Limited Company. Further, as per Para 1.3.11 of SS-1, in case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.