The decision of the Board meeting will not be considered valid unless it is properly
convened and .duly constituted. The Board meeting must, therefore, be convened by
proper authentic, by a proper notice, the proper person must be in chair and the requisite quorum must be present.
The rules regarding the holding and conduct of Board meetings are laid down by
the Act and the Articles.
According to the provisions of the Companies Act, a Board meeting must be held at least once in every three calendar months and at least four such meetings must be held in every year (Section 285). The Department of Company Affairs has clarified that so long as four Board meetings are held in a calendar year, one in each quarter, the interval between two meetings of the Board may be more than 3 months.
Notice of Board Meetings. Section 286 provides that notice of every meeting of the Board of Directors of a company must be given in writing to every director for the time being in
Notice sent by facsimile (fax) will be adequate notice (Ferruccio Sias v. fai Manga
Ram Mulchi (1998)].
However, telephonic invitation/ oral invitation cannot amount to the notice within
the meaning of Section 286 [R. Khemka v. Deccan Enterprises (P) Ltd. (1998)].
In case of default, every officer who is at fault shall be punishable with fine up to Rs. 1,000 [Section 286 (2)].
Period and Form of Notice. Section 286 does not specify any form of notice or period of notice. Usually, a week’s notice is considered sufficient. However, if the Articles provide that Board meetings will be held on fixed days of every month or where the Directors are duly informed that in future all meetings of the Board will be held on a
fixed day of every month (say, first Saturday of every month), it will be sufficient. compliance with the statute [A. Chettiar Firm vs. Kaleshwar Mills (1957) I.L.R. Mad, 302]. But even where meetings are held on a fixed day of every month, a notice is usually sent to the Directors as a reminder.
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