173. Meetings of Board

(1) Every company shall hold the first meeting of the Board of Directors within

thirty days of the date of its incorporation and thereafter hold a minimum number of four

meetings of its Board of Directors every year in such a manner that not more than one

hundred and twenty days shall intervene between two consecutive meetings of the Board:

Provided that the Central Government may, by notification, direct that the provisions

of this sub-section shall not apply in relation to any class or description of companies or

shall apply subject to such exceptions, modifications or conditions as may be specified in

the notification.

(2) The participation of directors in a meeting of the Board may be either in person or

through video conferencing or other audio visual means, as may be prescribed, which are

capable of recording and recognising the participation of the directors and of recording and

storing the proceedings of such meetings along with date and time:

Provided that the Central Government may, by notification, specify such matters which

shall not be dealt with in a meeting through video conferencing or other audio visual means.

(3) A meeting of the Board shall be called by giving not less than seven daysí 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, if any.

(4) Every officer of the company whose duty is to give notice under this section and

who fails to do so shall be liable to a penalty of twenty-five thousand rupees.

(5) A One Person Company, small company and dormant company shall be deemed to

have complied with the provisions of this section if at least one meeting of the Board of

Directors has been conducted in each half of a calendar year and the gap between the two

meetings is not less than ninety days:

Provided that nothing contained in this sub-section and in section 174 shall apply to

One Person Company in which there is only one director on its Board of Directors.