Board Meeting Rules Under the Companies Act for Non Resident Directors

Written by CA Nandini Hasija, Krystal7 Consultants. Last updated 23 October 2026.

Section 173 of the Companies Act, 2013 requires a first board meeting within 30 days of incorporation. After that, a company holds at least four board meetings a year, with no more than 120 days between two meetings. Each meeting needs seven days' written notice. Directors abroad can attend by video conference under Rule 3 of the Meetings of Board Rules, and they count for quorum. Since 15 Jun 2021 no matter is barred from a video conference.

This page is for Indian subsidiaries whose directors live abroad. It covers board meetings, circular resolutions, minutes, the AGM and video conference general meetings.

What are the board meeting rules under the Companies Act?

Sections 173 to 175 of the Companies Act, 2013 set the board meeting rules. The first meeting is due within 30 days of incorporation. Then come four meetings a year, with no more than 120 days between two. Notice is seven days. Quorum is one third of the board or two directors, whichever is higher. Directors may attend by video conference.

The detail sits in the Companies (Meetings of Board and its Powers) Rules, 2014, which we call the Meetings of Board Rules on this page. Section 118(10) adds the Secretarial Standards. SS-1 covers board meetings and SS-2 covers general meetings.

Rule	Source	Requirement
First board meeting	Section 173(1)	Within 30 days of incorporation
Number of meetings	Section 173(1)	At least four a year
Gap between meetings	Section 173(1)	Not more than 120 days between two consecutive meetings
Notice	Section 173(3)	At least seven days in writing to every director, by hand, post or electronic means
Quorum	Section 174(1)	One third of total strength or two directors, whichever is higher; video attendance counts
Video conference	Section 173(2); Rule 3	Allowed for any director, for any matter, with an Indian venue
Resolution by circulation	Section 175; Rule 5	Allowed except for matters reserved for meetings
Minutes	Section 118; Rule 3(12)	Draft within 15 days; entered and signed within 30 days
Secretarial Standards	Section 118(10)	SS-1 for board meetings, SS-2 for general meetings

How many board meetings must a foreign owned subsidiary hold?

Under section 173(1), a foreign owned subsidiary must hold at least four board meetings a year, no more than 120 days apart. The half yearly relaxation in section 173(5) applies to one person, small and dormant companies, and to start ups. A subsidiary cannot be a small company, so it holds the full four unless it is a recognised start up.

Section 173(5) lets one person, small and dormant companies hold one meeting in each half of the calendar year, at least 90 days apart. MCA notification G.S.R. 583(E) of 13 Jun 2017 extends this to a private company that is a start up recognised by the Department for Promotion of Industry and Internal Trade (DPIIT). It amends the private company exemption notification G.S.R. 464(E) of 5 Jun 2015. Paragraph 2.1 of SS-1 reflects the same relaxation for recognised start ups.

A one person company with a single director need not hold board meetings at all.

Section 2(85) excludes every holding and subsidiary company from the definition of a small company. So the small company relaxation never helps a wholly owned subsidiary of a foreign company, whatever its size. The dormant company route under section 455 suits only a company with no business.

SS-1 asks for at least four meetings in each calendar year, with no more than 120 days between two meetings. The Act says "every year" without defining it. A calendar that has one meeting in each quarter meets both readings, and that is how we plan it.

The first board meeting within 30 days of incorporation is a separate duty. A company incorporated on 10 Nov 2025 holds its first meeting by 10 Dec 2025. That meeting usually takes note of the certificate of incorporation, the first directors' Form MBP-1 disclosures and the bank account.

How much notice does a board meeting need?

Section 173(3) requires at least seven days' written notice to every director, at the address registered with the company. The notice can go by hand, by post or by electronic means, so email to a director abroad is enough. A meeting on shorter notice can deal with urgent business, with conditions if the company has independent directors.

The shorter notice proviso needs at least one independent director, if the company has any, present at the meeting. If no independent director attends, the decisions go to all directors and become final only when at least one independent director ratifies them. Most private subsidiaries have no independent director, so the condition does not bite.

Section 173(4) sets a penalty of INR 25,000 on each officer who had to give notice and failed to.

SS-1 adds that the agenda and notes on agenda go out with the notice, at least seven days before the meeting. Directors abroad need the papers early because of time zones. We send board packs ten days ahead for boards with directors in the US or Europe.

The notice should tell the director that video conference attendance is available, and how to join. Rule 3(3) requires that. It also asks a director who wants to join by video to tell the chairperson or company secretary in advance.

What is the quorum for a board meeting?

The quorum is one third of the board's total strength or two directors, whichever is higher, under section 174(1). A fraction counts as one. Directors attending by video conference count for quorum. A board of five therefore needs two directors, and a board of seven needs three.

Total strength excludes directors whose places are vacant. Section 174(3) covers an item where interested directors make up two thirds or more of the board. The directors who are not interested then form the quorum, if there are at least two of them. It matters when the board approves a contract with the parent and most directors are parent executives.

If a meeting cannot be held for want of quorum, it stands adjourned under section 174(4), unless the articles say otherwise. The adjourned meeting is held on the same day in the next week, at the same time and place. If that day is a national holiday, it moves to the next day that is not a national holiday.

Section 174(2) lets the continuing directors act while there is a vacancy. If their number falls below the quorum, they can act only to bring the board up to quorum or to call a general meeting.

The articles can set a higher quorum, for example one that needs a parent nominee present. Our note on articles for a foreign subsidiary covers quorum and video clauses.

How does a director join a board meeting by video conference?

A director tells the chairperson or company secretary in advance that they will join by video. At the start, each director on video states their name and location. Each confirms receipt of the papers and that no one else can hear the meeting. The venue must be in India, and the company keeps a recording.

Rule 3 of the Meetings of Board Rules sets the procedure. The Tripura High Court website hosts the rules as first notified in 2014. That copy still shows Rule 4 and the original Rule 8, so read it with the later amendments listed on this page.

Stage	What Rule 3 requires	Who does it
Before the meeting	Notice tells directors about the video option and how to join; the director gives advance intimation; a declaration at the start of a calendar year covers that whole year	Company secretary or chairperson; director
Default	A director who gives no intimation is treated as attending in person	Not applicable
Set up	Backup arrangements against a failed link; security and identification checks; equipment that lets everyone see and hear each other	Company
Roll call at the start	Each director on video states name, location, receipt of the agenda and papers, and that no one else can access the meeting at that location	Chairperson
Quorum	Chairperson or company secretary names any non directors present and confirms quorum; quorum must last the whole meeting	Chairperson
Venue	The venue in the notice must be in India; it is deemed the place of the meeting	Company
Registers	Statutory registers are kept at the venue; directors on video are deemed to sign them if they consent and the minutes record it	Company secretary
Voting	Where a vote is needed, a roll call; each director identifies themselves when voting	Chairperson
Close of each item	Chairperson announces the decision and the names of dissenting directors	Chairperson
Recording	The recording is kept as a company record, at least until the audit for that year is complete	Company

A director on video must be alone, or the board must allow others present. Rule 3(2) allows a differently abled director to ask the board to let someone accompany them.

Attendance by video protects the director's seat too. Section 167(1)(b) vacates the office of a director absent from every board meeting held over 12 months, and video attendance counts. Our article on removing or replacing a director covers that rule.

The rule does not require a particular platform. We use any service that lets every participant see and hear the others at the same time and that records with date and time stamps. Test the link with each foreign director a day before a meeting that approves accounts.

Can a board meeting be held outside India?

The Act does not bar a physical board meeting outside India. A meeting where anyone joins by video needs an Indian venue under Rule 3. We hold every meeting at an Indian venue, usually the registered office. The minutes, registers and recording then sit in one place. The resident director often hosts the meeting there.

A director who flies to India for a board meeting usually travels on a business visa. Our guide to the business visa for foreign founders and directors covers attending board meetings.

Which matters were once barred from video conference, and what is the position now?

Rule 4 of the Meetings of Board Rules once barred five matters from video conference meetings. These were the annual financial statements, the board's report, a prospectus, audit committee review of financial statements, and mergers or takeovers. G.S.R. 409(E) of 15 Jun 2021 omitted Rule 4. Every matter can now be taken by video conference.

Date	Instrument	Effect
31 Mar 2014	Meetings of Board Rules, Rule 4	Five matters barred from video conference meetings
19 Mar 2020	G.S.R. 186(E)	Restricted matters allowed by video until 30 Jun 2020
23 Jun 2020	G.S.R. 395(E)	Relief extended to 30 Sep 2020
28 Sep 2020	G.S.R. 590(E)	Relief extended to 31 Dec 2020
30 Dec 2020	G.S.R. 806(E)	Relief extended to 30 Jun 2021
15 Jun 2021	G.S.R. 409(E)	Rule 4 omitted; no matter restricted

The first proviso to section 173(2) still lets the Central Government notify restricted matters. After the omission of Rule 4, no matter is notified. A board can approve the financial statements and the board's report with every director on video.

Many guides published before 2021 still list the restricted matters. They are out of date. Our page on MGT-7 and AOC-4 annual filing shows what the board approves before those filings.

When can the board pass a resolution by circulation instead of meeting?

Section 175 lets the board pass a resolution by circulation, without a meeting. The draft goes to every director with the papers, by hand, post, courier or email. A majority of the directors entitled to vote must approve it. If one third or more of the directors ask, the chairperson must put the matter to a meeting.

Rule 5 of the Meetings of Board Rules allows the draft to go by email. The resolution is noted at the next board meeting and recorded in its minutes, under section 175(2).

Some powers can be exercised only at a board meeting. Section 179(3) lists them, and Rule 8 adds more. A circular resolution cannot be used for these. A meeting by video conference can.

Matter	Circular resolution allowed?	Source
Making calls on unpaid share money	No	Section 179(3)(a)
Authorising a buy back	No	Section 179(3)(b)
Issuing securities, including debentures	No	Section 179(3)(c)
Borrowing money	No, unless the board has delegated it at a meeting	Section 179(3)(d) and proviso
Investing the company's funds	No, unless delegated at a meeting	Section 179(3)(e) and proviso
Granting loans, guarantees or security	No, unless delegated at a meeting	Section 179(3)(f) and proviso
Approving financial statements and the board's report	No	Section 179(3)(g)
Diversifying the business	No	Section 179(3)(h)
Approving a merger or reconstruction	No	Section 179(3)(i)
Taking over a company or acquiring a substantial stake	No	Section 179(3)(j)
Political contributions; appointing or removing KMP; appointing internal and secretarial auditors	No	Rule 8
Opening a bank account, changing signatories, approving a lease	Yes	Not reserved

The proviso to section 179(3) lets the board delegate borrowing, investment and loan powers. The delegate can be a committee, the managing director, the manager or another principal officer. The delegation must be made at a meeting. You can read the list in section 179.

SS-1 adds detail on circular resolutions, such as how the company records each director's assent or dissent. Paragraph 6.2.3 of SS-1 gives directors not more than seven days from circulation to respond. It adds two days where the draft goes by post or courier. We state the last date in the covering note.

How are minutes prepared and signed when the chairperson is abroad?

The company circulates draft minutes to all directors within 15 days of the meeting. Each director confirms or comments within seven days, failing which approval is presumed. The minutes are entered in the minute book within 30 days under section 118 and signed by the chairperson. A chairperson abroad can sign with a digital signature.

Rule 3(12) of the Meetings of Board Rules sets the 15 day and seven day periods for meetings held by video conference. SS-1 applies the same periods to every board meeting. Section 118(1) sets the 30 days for entering the minutes in the minute book.

Step	Time limit	Source
Draft minutes to all directors	Within 15 days of the meeting	Rule 3(12); SS-1
Directors' comments	Within seven days of receipt, or a period the board fixes; silence means approval	Rule 3(12); SS-1
Minutes entered in the minute book	Within 30 days of the meeting	Section 118(1)
Minutes signed	By the chairperson of the meeting or of the next meeting	Section 118; SS-1
Signed copy to directors	Within 15 days of signing, certified by the company secretary or an authorised director	SS-1

Section 120 lets a company keep its records, including minutes, in electronic form. A chairperson abroad then signs the electronic minutes with a digital signature certificate. Where the company keeps physical minute books, the chairperson signs when next in India, or the chairperson of the next meeting signs.

For a breach of the minutes rules, section 118(11) sets a penalty of INR 25,000 on the company and INR 5,000 on each officer in default.

The minutes of a video conference meeting must record which directors attended by video, under Rule 3. We also record each foreign director's location. That helps if anyone later questions where a decision was taken.

When must the AGM be held?

A company holds its annual general meeting within six months of the end of its financial year, under section 96(1). For a 31 March year end, that means by 30 September. The first AGM is due within nine months of the end of the first financial year. No more than 15 months may pass between two AGMs.

AGM	Deadline	Extension by the Registrar	Source
First AGM	Within nine months of the end of the first financial year	Not allowed	Section 96(1)
Later AGMs	Within six months of the end of the financial year	Up to three months, for a special reason	Section 96(1)
Gap between two AGMs	Not more than 15 months	See the row above	Section 96(1)
Time of meeting	Business hours, between 9 am and 6 pm	Not applicable	Section 96(2)
Day of meeting	Any day that is not a national holiday	Not applicable	Section 96(2)
Place of meeting	Registered office, or another place in the same city, town or village	An unlisted company may meet anywhere in India with all members' prior consent	Section 96(2) and proviso

A company that holds its first AGM within nine months need not hold another AGM in the year of incorporation. A company incorporated on 10 Nov 2025 has a first financial year ending on 31 Mar 2026. Its first AGM is due by 31 Dec 2026.

Section 99 sets a fine of up to INR 1,00,000 for a default in holding the AGM. A further fine of up to INR 5,000 a day applies while it continues. Section 97 lets the Tribunal call the meeting on a member's application.

The AGM needs the audited financial statements. The audit must finish in time for the board to approve the accounts and send the AGM notice 21 clear days ahead under section 101. Our page on the statutory audit of a foreign owned subsidiary covers the audit timeline.

Can an AGM be held by video conference?

Yes. MCA General Circular 03/2025 of 22 Sep 2025 lets companies hold AGMs and EGMs by video conference or other audio visual means until further orders. Companies follow the framework in General Circular 20/2020 and the earlier EGM circulars. The circular gives no extra time to hold the AGM.

The video AGM framework began with General Circulars 14/2020 of 8 Apr 2020 and 17/2020 of 13 Apr 2020, for EGMs. General Circular 20/2020 of 5 May 2020 applied it to AGMs. For AGMs, Circular 03/2025 lists the later extensions as General Circulars 02/2022, 10/2022, 09/2023 and 09/2024. Circular 03/2025 removed the end date. The circulars are on the MCA circulars page.

For a private subsidiary that need not offer remote electronic voting, the framework has the main features below. Check each point against the text of Circulars 14/2020 and 17/2020 before the meeting, because those two circulars carry the detailed procedure.

1. The company sends the notice and the annual report by email.
2. Members attending by video count for quorum under section 103.
3. Proxies cannot be appointed, because there is no physical meeting.
4. The video link opens at least 15 minutes before the meeting and stays open for at least 15 minutes after it starts.
5. Voting is by show of hands unless a poll is demanded. On a poll, members vote by email to an address the company names.
6. The company keeps a recorded transcript of the whole meeting in safe custody.

Paragraph 2 of Circular 03/2025 says the circular does not extend the statutory time for holding AGMs. A company that misses 30 September is in default, whether it planned a video meeting or a physical one.

How does a foreign parent attend and vote at a general meeting?

A foreign parent attends through an authorised representative under section 113. The parent's board passes a resolution naming the person. The representative has the same rights as an individual member, including the vote. The representative can join a video conference AGM from abroad and counts as the member present.

A wholly owned subsidiary usually has two members: the parent and a nominee who holds one share for it. Section 103(1) sets the quorum for a private company at two members personally present, unless the articles require more. The parent's representative and the nominee shareholder together make the quorum.

For a physical meeting, the parent can instead appoint a proxy in Form MGT-11 under section 105. A proxy cannot speak and can vote only on a poll, and the form must reach the company 48 hours before the meeting. A section 113 representative has none of these limits, so we prefer it.

Section 101(1) allows an AGM on shorter notice than 21 clear days if at least 95 percent of the members entitled to vote consent. A parent and its nominee can give that consent in writing or by email. Rule 20 of the Companies (Management and Administration) Rules, 2014 does not require remote electronic voting for a subsidiary with two members.

The AGM approves the accounts and, where proposed, declares the final dividend. Our page on dividends from an Indian subsidiary to its foreign parent covers the board and members' approvals.

What do Secretarial Standards SS-1 and SS-2 add?

Section 118(10) requires every company to observe the Secretarial Standards on board meetings (SS-1) and general meetings (SS-2). The Institute of Company Secretaries of India (ICSI) issues them and the Central Government approves them. They add detail on notice, agenda, quorum, attendance records, minutes and their preservation.

The current versions are the revised SS-1 and SS-2, effective from 1 Apr 2024. The Central Government approved them under section 118(10) by an MCA letter of 2 Jan 2024, as the ICSI announcement records. The ICSI Secretarial Standards page holds the text.

For a board with directors abroad, these SS-1 points come up most often:

1. At least four meetings in each calendar year, with no more than 120 days between two meetings.
2. Agenda and notes on agenda sent with the notice, at least seven days before the meeting.
3. An attendance record for every meeting, including directors who attend by video.
4. Draft minutes within 15 days and comments within seven days.
5. A signed copy of the minutes to every director within 15 days of signing.

SS-2 deals with general meetings. It covers the notice, the quorum through the meeting, the chairperson, voting and the minutes. The VC circulars sit on top of SS-2 for video meetings.

What changed in 2026?

Nothing changed in sections 96 or 173 to 175 in 2026. The video AGM facility had already become open ended under Circular 03/2025 of 22 Sep 2025. A bill introduced on 23 Mar 2026, after this article was first published, proposes hybrid AGMs and lighter board meeting rules for small companies.

Item	Position before	Position now or proposed	Date	Instrument
Restricted matters at video board meetings	Five matters barred under Rule 4	No matter barred	15 Jun 2021	G.S.R. 409(E)
Video AGMs and EGMs	Allowed to fixed end dates, last to 30 Sep 2025	Allowed until further orders	22 Sep 2025	MCA General Circular 03/2025
Secretarial Standards	SS-1 and SS-2 revised in 2017	Revised SS-1 and SS-2 in force	1 Apr 2024	ICSI, approved by the Central Government (MCA letter of 2 Jan 2024)
AGM mode (proposed)	Physical meeting, with video allowed by circular	Physical, virtual or hybrid AGM by law, with a physical AGM at least once every three years	Introduced 23 Mar 2026; pending	Corporate Laws (Amendment) Bill, 2026, clause 32
EGM mode (proposed)	Physical meeting, with video allowed by circular	Physical, virtual or hybrid EGM by law	Introduced 23 Mar 2026; pending	Same bill, clause 34
Board meetings of small, dormant and one person companies (proposed)	One meeting in each half year, 90 days apart	A requirement tied to the calendar year without the half year rule	Introduced 23 Mar 2026; pending	Same bill, clause 58

The Corporate Laws (Amendment) Bill, 2026 (Bill No. 85 of 2026) went to a Joint Committee of Parliament on 23 Mar 2026. It was not law on 23 Oct 2026. Until it passes, video AGMs rest on Circular 03/2025, not on the Act.

Worked example

A board calendar for FY 2026-27

A Delaware company's Indian subsidiary has three directors. Two live in the US and one, the resident director, lives in Gurugram. The board's last meeting in FY 2025-26 is set for 19 Jan 2026. The board plans these meetings, all at the Gurugram registered office with the US directors on video.

Meeting	Date	Days between meetings (excluding both dates)	Within 120 days?	Main business
Previous meeting	19 Jan 2026	Not applicable	Not applicable	Quarterly review
Meeting 1	12 May 2026	112	Yes	Form MBP-1 disclosures; quarterly review
Meeting 2	28 Aug 2026	107	Yes	Approve audited financial statements and board's report; call the AGM
Meeting 3	20 Nov 2026	83	Yes	Half year review; related party contracts
Meeting 4	18 Feb 2027	89	Yes	Budget; quarterly review

Calendar year 2026 has four meetings: 19 Jan, 12 May, 28 Aug and 20 Nov. The SS-1 calendar year test is met. The largest gap, 112 days, leaves eight days of slack. If the 12 May meeting slipped beyond 20 May 2026, the gap would exceed 120 days.

The AGM for FY 2025-26 is due by 30 Sep 2026. The previous AGM was held on 26 Sep 2025, so the 15 month limit falls on 26 Dec 2026. The earlier date, 30 Sep 2026, governs. The board approves the accounts on 28 Aug 2026 and fixes the AGM for 25 Sep 2026. The notice goes by email on 3 Sep 2026, which leaves 21 clear days from 4 Sep to 24 Sep.

A first year company

A UK company incorporates an Indian subsidiary on 10 Nov 2025.

1. First board meeting: within 30 days of incorporation, so by 10 Dec 2025.
2. First financial year: 10 Nov 2025 to 31 Mar 2026.
3. First AGM: within nine months of 31 Mar 2026, so by 31 Dec 2026. The Registrar cannot extend this date.
4. Board meetings in FY 2026-27: at least four, with the first one inside 120 days of the last meeting of FY 2025-26.

Common mistakes

1. Treating a foreign owned subsidiary as a small company and holding two meetings a year. Fix: hold four meetings, because section 2(85) excludes subsidiaries from the small company definition. Use the half yearly route only if the subsidiary holds a current DPIIT start up recognition.
2. Letting more than 120 days pass between meetings over the summer audit season. Fix: fix all four dates at the first meeting of the year.
3. Naming a venue abroad for a meeting with video participants. Fix: name an Indian venue, usually the registered office, as Rule 3 requires.
4. Passing a borrowing or loan resolution by circulation. Fix: take matters under section 179(3) and Rule 8 at a meeting, which can be a video meeting.
5. Following a pre 2021 checklist that bars approval of accounts by video. Fix: rely on G.S.R. 409(E) of 15 Jun 2021, which omitted Rule 4.
6. Leaving the minute book unsigned because the chairperson is abroad. Fix: keep electronic minutes and have the chairperson sign with a digital signature.
7. Missing the roll call and location statements for directors on video. Fix: use a script for the chairperson that follows Rule 3.
8. Assuming Circular 03/2025 extends the AGM deadline. Fix: hold the AGM by 30 September, because paragraph 2 of the circular gives no extension.
9. Sending a proxy form for a video AGM. Fix: appoint a section 113 representative, because proxies are not available at video meetings.
10. Forgetting the first AGM cannot be extended. Fix: plan the first audit so the AGM happens within nine months of the first year end.
11. Not recording the parent's representative appointment. Fix: file the parent's board resolution under section 113 with the company before each meeting.

Checklist

1. Fix the four board meeting dates for the year at the first meeting, with no gap above 120 days.
2. Collect each director's annual declaration of intent to attend by video, under Rule 3(3).
3. Send the notice, agenda and notes at least seven days before each meeting, with the video joining details.
4. Name an Indian venue in every notice.
5. Run the roll call, confirm quorum and record the location of each director on video.
6. Record the meeting and keep the recording at least until the year's audit is complete.
7. Circulate the draft minutes within 15 days and collect comments within seven days.
8. Enter and sign the minutes within 30 days.
9. Send each director a signed copy of the minutes within 15 days of signing.
10. Use circular resolutions only for matters outside section 179(3) and Rule 8.
11. Obtain the parent's section 113 board resolution naming its representative for general meetings.
12. Approve the audited accounts and call the AGM in time to meet the 30 September deadline.
13. Send the AGM notice 21 clear days ahead, or obtain written consent to shorter notice under section 101(1).
14. Keep the transcript of a video AGM in safe custody.

If you want a board calendar built for a subsidiary with directors abroad, send us your year end and the directors' home countries. Our annual compliance service for companies covers board and AGM support, and our compliance calendar for 2026-27 lists the related filings.

Frequently Asked Questions

How many board meetings must a private company hold in a year?+

Section 173(1) of the Companies Act, 2013 requires at least four board meetings a year, no more than 120 days apart. One person, small and dormant companies and recognised start ups may instead hold one meeting in each half of the calendar year. The two meetings must be at least 90 days apart. A subsidiary cannot be a small company, so it holds four unless it is a recognised start up.

Can directors attend a board meeting by video conference from abroad?+

Yes. Section 173(2) and Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 allow any director to attend by video conference. The director gives advance intimation and states their name and location at the roll call. Directors on video count for quorum, and the venue in the notice must be in India.

Can the financial statements be approved at a video conference board meeting?+

Yes. Rule 4 once barred approval of the annual financial statements and the board's report by video conference. G.S.R. 409(E) of 15 Jun 2021 omitted Rule 4. Since then every matter, including the accounts, the board's report and mergers, can be approved at a board meeting held by video conference.

What is the quorum for a board meeting?+

Under section 174(1), the quorum is one third of the board's total strength or two directors, whichever is higher. A fraction counts as one. Directors attending by video conference count. Where interested directors are two thirds or more of the board, at least two directors who are not interested form the quorum.

How much notice is required for a board meeting?+

Section 173(3) requires at least seven days' written notice to every director at the registered address. It can go by hand, post or electronic means. Email is enough for a director abroad. A meeting on shorter notice can deal with urgent business, subject to conditions where the company has independent directors.

Which board resolutions cannot be passed by circulation?+

The powers in section 179(3) and Rule 8 must be exercised at a board meeting. These include issuing securities, borrowing, investing funds, granting loans, approving the financial statements and board's report, and appointing or removing KMP. A meeting held by video conference satisfies this. Other matters can be passed by circular resolution under section 175.

Who signs the minutes if the chairperson lives abroad?+

The chairperson of the meeting, or of the next meeting, signs the minutes under section 118. Where the company keeps minutes in electronic form under section 120, a chairperson abroad signs with a digital signature certificate. The minutes must be entered in the minute book within 30 days of the meeting.

When must a company hold its first AGM?+

Section 96(1) requires the first annual general meeting within nine months of the end of the first financial year. The Registrar cannot extend this date. A company incorporated on 10 Nov 2025 has a first year ending on 31 Mar 2026, so its first AGM is due by 31 Dec 2026.

Can an AGM be held by video conference in 2026?+

Yes. MCA General Circular 03/2025 of 22 Sep 2025 allows AGMs and EGMs by video conference until further orders. Companies follow the framework in General Circular 20/2020. The circular does not extend the time to hold the AGM, which remains six months from the year end.

Can a proxy attend a video conference AGM?+

No. Under the MCA video meeting framework, which began with General Circular 14/2020, proxies cannot be appointed for meetings held by video conference. A corporate member such as a foreign parent attends through an authorised representative appointed by its board under section 113 of the Companies Act, 2013.

Where must the AGM be held?+

Section 96(2) requires the AGM at the registered office or elsewhere in the same city, town or village. It must be in business hours, on a day that is not a national holiday. An unlisted company may hold it anywhere in India if all members consent in advance. A video AGM still names a deemed venue in the notice.

Are the Secretarial Standards SS-1 and SS-2 mandatory?+

Yes. Section 118(10) of the Companies Act, 2013 requires every company to observe the Secretarial Standards on board meetings (SS-1) and general meetings (SS-2). The Institute of Company Secretaries of India issues them and the Central Government approves them. They add detail on notice, agenda, attendance and minutes.

What is the penalty for not holding the AGM on time?+

Section 99 sets a fine of up to INR 1,00,000 on the company and every officer in default. A further fine of up to INR 5,000 a day applies while it continues. Section 97 lets the Tribunal call the AGM on a member's application. MCA's video meeting circulars do not extend the deadline.

Can a foreign director sign the board attendance register from abroad?+

Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 says statutory registers are kept at the venue in India. A director on video is deemed to have signed a register that needs a signature. The director must consent, and the minutes must record it.

Does the new bill make hybrid AGMs part of the Act?+

Not yet. Clause 32 of the Corporate Laws (Amendment) Bill, 2026 proposes physical, virtual or hybrid AGMs, with a physical AGM at least once every three years. The bill was introduced on 23 Mar 2026 and referred to a Joint Committee. It was not law on 23 Oct 2026.

Sources

• Legislative Department, India Code, Companies Act, 2013 (sections 2(85), 96, 97, 99, 101, 103, 105, 113, 118, 120, 173, 174, 175), https://www.indiacode.nic.in/handle/123456789/2114
• Companies Act, 2013, section 179, as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-179-73
• Companies Act, 2013, section 2 (definitions), as hosted by the Income Tax Department, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-2-148
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