Board Meeting Compliance Checklist for Companies under Companies Act 2013

A board meeting is a gathering of a company’s directors where they discuss key decisions and plan the company’s future actions. The powers and duties of directors during such meetings are usually mentioned in the company’s Articles of Association (AOA).

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How Often Board Meetings Should Be Held?

(As per Section 173 of the Companies Act, 2013 and Secretarial Standard-1)

First Board Meeting: Every company must hold its first board meeting within 30 days of the date it is registered.
Minimum Meetings Required: A company must hold at least 4 board meetings every year, which means one meeting in each quarter.
Time Gap Between Two Meetings: The gap between two board meetings should not be more than 120 days.

Quorum Requirement for Board Meetings

(As per Section 173 of the Companies Act, 2013 and SS-1)
To conduct a valid board meeting:

At least one-third of the total number of directors, or a minimum of two directors, whichever is higher, should be present.
Directors may attend the meeting either in person or by using video or audio conferencing.
This quorum rule does not apply to Section 8 companies (non-profit companies).

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Pre Meeting Compliances –

S. No.	Compliance Particulars	Timeline	Remarks	Filing Mode	Applicability	Applicable Laws
1	Intimation of Board Meeting to Stock Exchange	5 days before the meeting (for financial results)2 working days (for other items)11 working days (for specific cases)	A. 5 days – Reg. 29(1)(a)B. 2 working days – Reg. 29(1)(b) to (f)C. 11 working days – Reg. 29(3)(a), (b)	NSE: NEAPS Portal BSE: BSE Listing Centre	Listed Companies	SEBI (LODR) Regulations, 2015
2	Press Release on Company Website about Board Meeting	5 days before the meeting	Either a newspaper cutting or a signed press release on company letterhead	On the Company’s Website	Listed Companies	SEBI (LODR) Regulations, 2015
3	Press Release in Newspapers	5 days before the meeting	One English national daily + One regional language newspaper (based on registered office location)	In Newspapers	Listed Companies	SEBI (LODR) Regulations, 2015
4	Sending Agenda and Notes to Directors	At least 7 days before the meeting (including sending date)	Can be sent by hand delivery, post, or email. Articles may prescribe a longer notice period	Any mode allowed under SS-1	All Companies	Secretarial Standard-1 (SS-1)
5	Intimation to Directors about Board Meeting	At least 7 days before the meeting (including sending date)	Same as above – any mode of delivery (email, post, hand delivery)	Any mode allowed under SS-1	All Companies	Secretarial Standard-1 (SS-1)
6	Closure of Trading Window	7 days before the meeting	No specific rule written on 7-day criteria, but generally followed	NSE: NEAPS Portal BSE: BSE Listing Centre	Listed Companies	SEBI Regulations

Section 173(3):

A company can hold a board meeting on short notice if there’s urgent business to discuss. However, this is allowed only if at least one independent director (if the company has any) is present during the meeting.

Post Meeting Compliances –

Sl. No.	Particulars	Timeline	Remarks	Filing Mode	Applicability	Applicable Laws
1	Disclosure to Stock Exchange	Within 30 minutes of meeting end	Must be filed within 30 minutes after the board meeting ends. This applies to both NSE and BSE.	For NSE: NEAPS Portal For BSE: Listing Centre	Listed Companies	SEBI (LODR) Regulations, 2015
2	Publication of Results in Newspaper	Within 48 hours of meeting	Results should be published in at least one English national daily and one regional language newspaper based on the company’s registered office.	In Newspaper	Listed Companies	SEBI (LODR) Regulations, 2015
3	Preparation of Minutes	Within 15 days from meeting	Draft minutes must be shared with all board members for comments via post, courier, email, or any other approved method.	Any mode (as per SS-1)	All Companies	Rule 3(12), Companies (Meetings of Board and its Powers) Rules, 2014

Financial Results to be uploaded in 2 modes on NSE –

Sl. No.	Upload Mode	Description	Timeline / Requirement	Filing Mode	Applicability	Applicable Laws
1	Quick Results Mode	All listed companies must upload their financial results in PDF format first, then also upload in XBRL format within 24 hours of the PDF upload. This rule has been in force since April 1, 2017. Note: Insurance companies are exempt from XBRL filing.	Upload in XBRL format within 24 hours of PDF filing (does not apply to insurance companies).	For NSE: NEAPS Portal For BSE: XBRL & PDF modes	Listed Companies	SEBI (LODR) Regulations
2	Full Results Mode	Detailed financial results must be uploaded as part of regular compliance. These must be shared on the same portal as Quick Results.	Submit financial results in full as per Regulation 33/52.	For NSE: NEAPS Portal	Listed Companies	SEBI (LODR) Regulations

Note:

As per Section 173 of the Companies Act, 2013, directors can attend a board meeting either in person or through video conferencing or other audio-visual methods.
If any director joins the meeting through video or audio means, the company must take care of the following:

Make sure the director’s participation is properly recorded and acknowledged.
The meeting proceedings must be recorded and saved, along with the exact date and time of the meeting.

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Conclusion

Board meeting compliance is essential for maintaining good corporate governance and ensuring that a company operates within the legal framework set by the Companies Act, 2013. Regular meetings, proper quorum, timely filings, and transparent communication with stakeholders build trust and help avoid penalties. Following these rules diligently supports effective decision-making and smooth business operations.

Why Choose E Accountax Manager?

E Accountax Manager offers expert guidance and personalized support for all your board meeting compliances. With deep knowledge of the Companies Act and SEBI regulations, we help companies stay compliant effortlessly. Our virtual CFO services ensure timely filings, accurate documentation, and professional advice tailored to your business needs, making compliance simple and stress-free.

Learn about the compliances of a Private Limited Company…

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