Board Meeting Compliance: An Overview (Including Listed Companies) By CS Lalit Rajput


Board Meeting:
 
A meeting of the board of directors of a company at which the policy of the Company and major decisions as to its future actions are discussed.
The powers of the board are usually set out in the company's Articles of Association (AOA).

Frequency of Board Meetings (u/s 173 of CA, 2013 & SS-1)

First Board Meeting of every Company:
 within 30 days of the date of its incorporation.

Minimum number of Meetings required:  4 meetings every year ( one meeting in every quarter of the year)

The gap between two Board Meeting:  not more than 120 days between two consecutive meetings of the Board.
 
The quorum for Meetings of Board (u/s 173 of CA, 2013 & SS-1)

One-third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audiovisual means shall also be counted for the purposes of a quorum under this sub-section (Except for Section 8 Company)
 
Pre - Meeting Compliances
 

Sl. No.

Compliance Particulars

Timeline

Remarks

Filing Mode

Applicability

Applicable Laws

1

Date of Sending Notice to Stock Exchange

5 days before

A) At least 5 days for Financial Result as per regulation 29 1 (a) 

B) 2 Working days in advance as per reg. 29 1 (b) to (f) -  

*(Excluding the date of the intimation and date of the meeting) 

C) an advance notice of 11 working days as per reg. 29(3)(a),(b)

 

 

 

 

 

 

For NSE: NEAPS PORTAL and For BSE: BSE LISTING CENTRE

Listed Company

SEBI (LODR) Regulations 2015

2

Press Release for Board Meeting in Newspaper on the website of the company

5  days before

 

Either newspaper Cutting or a Signed copy of the said on the Company's Letterhead

 

 

On the Website of the Company

Listed Company

SEBI (LODR) Regulations 2015

3

Press Release for Board Meeting in Newspaper

5  days before i.e. the date of Submission of information to Stock Exchange

at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated:

 

 

 

 

 

 

In the newspaper

Listed Company

SEBI (LODR) Regulations 2015

4

Agenda of the Meeting & Notes thereof to Directors

at least 7 (Seven) days before the date of the Meeting, unless the Articles prescribe a longer period. including sending date only

 

 

by hand delivery or by post or by electronic means.

 

 

 

Any mode of Correspondence as per SS1

All Companies

As per SS-1

4

Intimation to Directors regarding Board Meeting

7 days before Meeting including sending date only

by hand delivery or by post or by electronic means.

Any mode of Correspondence as per SS1

All Companies

As per SS-1

5

Closure of Trading Window

7 days before meeting including sending date only

nothing is written about 7 days criteria

For NSE: NEAPS PORTAL and For BSE: BSE LISTING CENTRE

Listed Company

SEBI Regulations

 

Section 173 (3): Board Meeting 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.

 
Post - Meeting Compliances
 

Sl. No.

Particulars

Timeline

Remarks

Filing Mode

Applicability

Applicable Laws

1

Disclosure to Stock Exchange

Within 30 Minutes of Conclusion of the Meeting

Should be filed within 30 minutes as mentioned in the conclusion letter, on NSE & BSE both,

For NSE: NEAPS PORTAL and For BSE: BSE LISTING CENTRE

Listed Company

SEBI (LODR) Regulations 2015

2

Publication of Results in Newspaper

Within 48 Hours Conclusion of the Meeting

at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated:

 

 

 

 

 

In Newspaper

Listed Company

SEBI (LODR) Regulations 2015

3

Minutes Preparation

Within 15 days from the date of the conclusion of the Board Meeting

draft Minutes thereof shall be circulated by
hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic means to all Board Members for their comments

 

 

Any mode of Correspondence as per SS1

All Companies

Rule 3(12) of the Companies (Meetings of Board and its Powers) Rules, 2014


Financial Results to be uploaded in 2 modes on NSE:

1

Quick Results Mode

Same Day

 

 

 

w.e.f. April 01, 2017 onwards, all listed entities with BSE, required to make their filings in respect of Financial Results (Regulation 33 and Regulation 52) in XBRL mode within 24 hours of submission of results in PDF mode. This would not apply to Insurance Companies which can continue to make their filings for Financial Results in PDF mode only  read Circular: http://www.bseindia.com/corporates/Displaydata.aspx?Id=8601a75a-9a67-4f22-b3e3-d5e45f559e04&Page=cir

For NSE: NEAPS PORTAL

Listed Company

SEBI Regulations

2

Full Results mode

Within 24 hours of Meeting

For NSE: NEAPS PORTAL

Listed Company

SEBI Regulations


Note(s) : 

According to Section 173 of the Companies Act, 2013 (Act), the participation of directors in a meeting of the Board may be either in person or through videoconferencing or other audio-visual means. If the participation of the director is through videoconferencing or other audio-visual means, then the company shall ensure that all the following points are complied with:

(i) recording and recognizing the participation of the directors; and

(ii) recording and storing the proceedings of such meetings along with date and time. etc.

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