Can a Board meeting be held by giving five days' notice? Explain the circumstances under which a shorter notice is sufficient for such a Board Meeting.

CS Professional · Advanced Company Law and Practice · PYQS · December 2020
Can a Board meeting be held by giving five days' notice? Explain the circumstances under which a shorter notice is sufficient for such a Board Meeting.

Answer & Explanation:

As per Section 173(3) of the Companies Act, 2013, a meeting of the Board requires 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. However, in case of urgent business transactions, a shorter notice may be given for a Board meeting, subject to the condition that at least one independent director, if any, shall be present at the meeting. In case of absence of independent directors from such a meeting of the Board, convened at a shorter notice, 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. Further, as per 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. Accordingly, subject to above referred compliances, a Company may convene a Board meeting with a 5 days' notice.

Topics: Board Meetings

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