Meetings of the Board: Section 173 Explained

Meetings of the Board are governed by section 173 of the Companies Act, 2013, which fixes how often they happen, how much notice they need, and how a director may attend. The counting rule is the part most often quoted: a minimum of four meetings of the Board a year, and not more than one hundred and twenty days between two consecutive meetings. The first one is due within thirty days of incorporation.

How many meetings of the Board must a company hold?

Section 173(1) sets two obligations at once, and both have to hold:

1. The first meeting of the Board of Directors within thirty days of the date of incorporation.
2. Thereafter a minimum of four meetings of the Board every year, in such a manner that not more than one hundred and twenty days intervene between two consecutive meetings.

The second limb is a spacing rule, not just a count. Four meetings crammed into one quarter satisfy the number and breach the gap. A proviso lets the Central Government, by notification, direct that the sub-section shall not apply to any class or description of companies, or shall apply subject to specified exceptions, modifications or conditions.

Section 173(5) carves out three categories. A One Person Company, a small company and a dormant company are deemed to have complied with the section if at least one Board meeting has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days. Its proviso goes further: neither that sub-section nor section 174 applies at all to a One Person Company with only one director on its Board.

What notice does a board meeting need?

Section 173(3) requires not less than seven days' notice in writing to every director, at his address registered with the company, sent by hand delivery, by post, or by electronic means.

Two provisos deal with urgency, and they work as a pair.

• A 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.
• Where independent directors are absent from such a meeting, decisions taken at it shall be circulated to all the directors and shall be final only on ratification by at least one independent director, if any.

The words "if any" in both provisos do the work for a company that has no independent directors: the shorter-notice route stays open to it, without the presence condition attaching. For a listed public company, which must have them under section 149(4), the condition bites.

Section 173(4) puts the penalty on the individual rather than the company. Every officer of the company whose duty it is to give notice under the section, and who fails to do so, is liable to a penalty of twenty-five thousand rupees.

When can a director join by video conferencing?

Section 173(2) permits participation either in person or through video conferencing or other audio visual means, as may be prescribed, and it attaches a functional condition to the facility: it must be capable of recording and recognising the participation of the directors, and of recording and storing the proceedings of the meeting along with date and time.

The first proviso to section 173(2) lets the Central Government specify, by notification, matters that shall not be dealt with in a meeting through video conferencing. In the Companies (Meetings of Board and its Powers) Rules, 2014 as originally notified, rule 4 listed five such matters: approval of the annual financial statements, approval of the Board's report, approval of the prospectus, Audit Committee meetings for consideration of accounts, and approval of matters relating to amalgamation, merger, demerger, acquisition and takeover. Rule 3 of the same notification sets out the convening procedure, including the duty on the chairperson and the company secretary to safeguard the integrity of the meeting through sufficient security and identification procedures.

A second proviso, inserted by Act 1 of 2018, section 56, with effect from 7 May 2018, softens that restriction from the other end: where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing on any matter specified under the first proviso. Physical quorum, in other words, unlocks the restricted list for the remaining participants.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Meetings of Board and its Powers) Rules, 2014 that thc.nic.in serves, and it is a notification text rather than a consolidation. Its body is the principal notification, G.S.R. 240(E) dated 31 March 2014, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), and made under sections 173, 175, 177, 178, 179, 184 to 189 and 191 read with section 469 of the Act. Bundled after it is a separate, later notification, G.S.R. 811(E) dated 3 November 2025, the Companies (Meetings of Board and its Powers) Amendment Rules, 2025, which substitutes sub-rule (2) of rule 11 and nothing else. The footer note on that 2025 notification records the principal rules as last amended by G.S.R. 409(E) dated 15 June 2021. So the rule text in the body is the 2014 text as originally notified, the amendments made between 2014 and June 2021 are not incorporated in it, and a rule quoted from it is not by itself evidence of the rule in force today. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

Where meetings of the Board show up in a filing

For a listed company the meeting is visible before it happens. Regulation 29 of the SEBI (LODR) Regulations, 2015 requires prior intimation to the exchanges of a board meeting at which specified business will be considered, which is why a results date is public days ahead of the results. How to read a board meeting intimation covers that document and what each intimation type signals about timing.

The Act's own trail is different in kind. Section 173 fixes a floor, and what a listed company reports about its board meetings is reported against that floor in its corporate governance report. How to read a corporate governance report covers what that filing sets out.

Where this sits in the disclosure picture

• Quorum for a board meeting covers the section 174 test a meeting called under section 173 has to satisfy to transact business.
• Resolution by circulation covers the section 175 route the Board can use without holding a meeting at all.
• Section 179 board powers covers the powers the Board may exercise only by resolution passed at a meeting.
• How to read a board meeting intimation covers the exchange filing that precedes a listed company's board meeting.
• Independent director under section 149 covers the category whose presence the shorter-notice proviso turns on.
• How to read a corporate governance report covers the filing that reports meeting counts and attendance.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.