The Board of Directors of Fast Limited decided at their first Board meeting that every year, the board meeting shall be scheduled on the four dates, viz. 10 th April, 10 th July, 10 th September and 10 th January, with a

CS Professional · Advanced Company Law and Practice · PYQS · June 2019
The Board of Directors of Fast Limited decided at their first Board meeting that every year, the board meeting shall be scheduled on the four dates, viz. 10 th April, 10 th July, 10 th September and 10 th January, with a view to enable the directors to plan their other activities. This was unanimously agreed to by all the directors and was recorded in the minutes of the meeting. (i) Rahul, the Company Secretary of the Company took a position that no notice for the Board Meeting is required to be issued in view of the above arrangement agreed in the first board meeting. Is it tenable ?

Answer & Explanation:

Section 173 of the Companies Act, 2013, which deals with board meetings and the requirement of notice to be given for a board meeting to be convened, is silent on the above situation. However, Secretarial Standards (SS-1), which deals with the best practices for a board meeting provides specifically under clause 1.3.5 that the notice of the meeting shall be given even if meetings are held on pre-determined dates or at pre-determined intervals. In view of the above, Rahul cannot take a position that no notice for the board meeting is required in the instant case. A notice has to be issued for every meeting even though the dates of the meeting have been pre-determined and agreed to by all the directors.

Topics: Corporate Governance

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