Frequency of holding Board Meetng

Management Trainee

According to section 285 of Companies Act, 1956 a Board Meeting can be held once in 3 mths and 4 meeting at least in each year. A gap of 120 days of holding meeting is given to listed companies

.But in section there is contrary statement that Board Meeting can be held on 1st January, the 30th June, the 1st July and 31st December of year. The Act contemplates that period of 3 mths should be taken to be a unit. Referred in A. Ramaiya 16th edition, 2004

Is this interpretation right of the section 285?



According to the Act, the Board Meeting is to be held once in every three months ie one BM in every quarter is sufficient.

So meetings held on 1st January(ist quarter Jan-mar), the 30th June(iind quarter Apr-Jun), the 1st July(third quarter Jul-sep)  and 31st December of year( Fourth quarter- Oct to Dec) are perfectly in consonance with Sec285


According to DCA clarification issued it is mandatory to hold BM once a quarter hence it is overriding the section as it relaxes the duration


Board meeting to be in evry quarter of a a year.  but it is also a provison that max duration for two board meeting not be more than six months.



I do not find any inconsistency. That is an option given to hold meetings on 1st Jan, 30th June etc.


My Query with reference to Holding of Board Meeting (CA, 1956-CA, 2013) is as follows:

Legal Provisions:

As per the section 173 (1) of The Companies Act, 2013, 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 meeting of the Board.

As per section 285 of The Companies Act, 1956, in the case of every company, a meeting of its Board of Directors shall be held at least once in every three months and at least four such meeting shall be held in every year.


ABC Private Limited has hold its last meeting on Saturday, 30th March, 2014 (Needless to mention here that according to the provisions of The Companies Act, 1956).


1.      Is it necessary to the ABC Private Limited to hold its next Board Meeting on or before 30th June, 2014?


2.      Can the ABC Private Limited hold its next Board Meeting after the month of June, 2014? (within 120 days from the last Board Meeting, i.e. 30th March, 2014).


3.      Is it true that:


a)      Now, the Companies are not under compulsion to hold the Board Meeting within the next three months


b)      it can be hold within next 120 days, which means it is possible not to hold any Board Meeting in a whole quarter. Only requirement is to hold at least four Board Meeting in a year and the gap between the two board meeting shall not exceed 120 days.

Thanks in advance.




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