PROCEDURE OF A BOARD MEETING:

● Under The Companies Act, 2013- Sec 173

Any director may call a directors' meeting by giving notice of the meeting to the directors or by
authorizing the Company Secretary (if any) to give such notice.

Notice ​of any directors' meeting must indicate-

○ its proposed date and time;

○ where it is to take place; and
○ if it is anticipated that directors participating in the meeting will not be in the same place,
how it is proposed that they should communicate with each other during the meeting.
○ Notice of a directors' meeting must be given to each director, but need not be in writing.
○ Notice of a directors' meeting need not be given to directors who waive their entitlement
to notice of that meeting, by giving notice to that effect to the company not more than 7
days after the date on which the meeting is held. Where such notice is given after the
meeting has been held, that does not affect the validity of the meeting, or of any business
conducted at it.

The ​quorum​ for a meeting of the board of directors of a company shall be one-third of its total
strength, or two directors, whichever is higher. Provided that where at any time the number of
interested directors exceeds or is equal to two-thirds of the total strength, the number of the
remaining directors, that is to say, the number of the directors who are not interested present at
the meeting being not less than two, shall be the quorum during such time.

It is wise to send the ​agenda ​of the meeting before the meeting so that the Directors’ can ponder
and jot down their notes before the meeting. The Act does not lay down any provision that the
Agenda of the Meeting should be sent to the Directors’ attending the meeting before the start of
the meeting as mentioned above. Other matters apart from the agenda items can also be discussed
in the meeting.

The ​proceedings of the meeting are to be recorded​ within thirty days from the conclusion of
the meeting in a Minutes book. The minutes of the meeting should contain the names of the
Directors attending the meeting, resolutions taken in the meeting, dissent on any issue, solution
for the issue, etc. It should provide a fair and accurate summary of the meeting and contain
 evidence of every issue discussed at the meeting. It should contain the assent of the Chairman of
the Board as well as details of the next meeting.

● Under Companies (Meetings of boards and its Powers) Rules, 2014-

(5) (a) After the roll call, the Chairperson or the Company Secretary shall inform the Board about the
names of persons other than the directors who are present for the said meeting at the request or with the
permission of the Chairperson and confirm that the required quorum is complete.

(b) The Chairperson shall ensure that the required quorum is present throughout the meeting.

(7) The statutory registers which are required to be placed in the Board meeting as per the provisions of
the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be
signed by the directors, the same shall be deemed to have been signed by the directors participating
through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes
of the meeting.

(8) (a) Every participant shall identify himself for the record before speaking on any item of business on
the agenda.

(9) If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and
note

the vote of each director who shall identify himself while casting his vote.

(10) From the commencement of the meeting and until the conclusion of such meeting, no person other
than the Chairperson, Directors, Company Secretary and any other person whose presence is required by
the Board shall be allowed access to the place where any director is attending the meeting either
physically or through video conferencing without the permission of the Board.

(11) (a) At the end of discussion on each agenda item, the Chairperson of the meeting shall announce the
summary of the decision taken on such item along with names of the directors, if any, who dissented from
the decision taken by majority.