• Private Limited Companies, including single-transaction and dormant ones
• Public Limited Companies, listed and unlisted
• One Person Companies, with modified meeting requirements
• Section 8 Companies
• Small companies and dormant companies, with a relaxed meeting frequency but the same minute-keeping obligations
• Wholly-owned subsidiaries and companies with foreign directors, for whom the video conferencing rules matter most

A company that held no meetings still has a problem, not an exemption. The minimum number of board meetings is a statutory requirement, not a function of how much business there was to transact. A company with no activity still approves its financial statements, appoints or reappoints its auditor, takes note of directors’ disclosures of interest, and calls its AGM — each of which requires a Board decision, and therefore a meeting and a minute.

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Board Meetings — The Framework Resolutions Sit In

Frequency

The 120-day gap is the rule most often breached, and it is breached quietly. Four meetings held in a financial year does not establish compliance if two of them were four and a half months apart. The gap is tested between consecutive meetings, not against the annual total.

Notice

Quorum — Section 174

Quorum is one-third of the total strength or two directors, whichever is higher, with any fraction rounded up. Directors participating by video conferencing or other audio-visual means count towards quorum.

Where the number of interested directors reduces the non-interested directors below quorum, the non-interested directors present — at least two — constitute the quorum for that item. If a meeting cannot be held for want of quorum, it stands adjourned to the same day in the next week, at the same time and place.

Video conferencing — the restriction that no longer exists

This is the point where a great deal of published guidance is still out of date.

Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 previously listed matters that could not be dealt with at a meeting held through video conferencing — approval of the annual financial statements, the Board’s report, the prospectus, and schemes of amalgamation, merger, demerger, acquisition, or takeover.

That restriction was omitted with effect from 15 June 2021, by the Companies (Meetings of Board and its Powers) Amendment Rules, 2021 (G.S.R. 409(E)). All matters may now be transacted at a board meeting held through video conferencing or other audio-visual means, and directors joining remotely count towards quorum for those items.

The procedural safeguards remain: the notice must state the facility available, a roll call must be taken at the start and end, the chairperson must confirm attendance and identity, and the proceedings must be recorded and the recording preserved. But the subject-matter restriction is gone, which matters most for companies with non-resident directors who could previously not participate remotely in approving accounts.

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How the Board Validly Acts

There are two routes, and knowing which one a matter requires is the substance of the compliance.

Route one: resolution passed at a meeting

The default. The item is on the agenda, the meeting is quorate, the resolution is moved and carried, and it is recorded in the minutes with the names of directors present and of any director who dissented or did not concur.

Route two: resolution by circulation — Section 175

Available for routine matters where convening a meeting is impractical.

A circular resolution that is never noted at the next meeting is incomplete. This is a routine defect and an easy one to fix — the noting is a single line in the next set of minutes.

Matters that must be decided at a meeting

Certain powers can be exercised only by a resolution passed at a board meeting, and cannot be passed by circulation. Section 179(3) lists them:

Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 adds further matters, including making political contributions, appointing or removing key managerial personnel, and appointing internal auditors and the secretarial auditor.

Passing any of these by circulation does not merely offend procedure — it means the power was not validly exercised.

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Which Resolutions Must Be Filed — Form MGT-14

Section 117(3) requires certain resolutions to be filed with the Registrar in Form MGT-14 within 30 days of passing.

The private company exemption — and its limits

By Notification G.S.R. 464(E) dated 5 June 2015, the Central Government directed that Section 117(3)(g) shall not apply to private companies. The effect is that a private company does not file MGT-14 for board resolutions passed under Section 179(3) and Rule 8 — the borrowing resolution, the investment resolution, the resolution approving the financial statements, and the rest.

This is not a general exemption, and it is very widely misread. The exemption reaches only Section 179(3) board resolutions. A private company must still file MGT-14 for:

• every special resolution, including alteration of the Articles, change of name, shifting the registered office between states, reduction of capital, issue of sweat equity, private placement, and approval of related party transactions where a special resolution is required
• resolutions under Section 180(1)(a) and (c)
• resolutions appointing or varying the terms of an MD, WTD, or Manager
• the other categories in Section 117(3) that are not clause (g)

The distinction is not academic. The ROC Madhya Pradesh has penalised a private limited company and its directors for late filing of MGT-14 in respect of a special resolution — an order that could not exist if the exemption meant private companies never file MGT-14.

When MGT-14 is very late

Filing late attracts additional fees on an escalating slab. But once the delay runs long — beyond roughly 300 days — the form cannot simply be filed with additional fees. The company must go through condonation of delay under Section 460:

1. File Form CG-1 with the Central Government seeking condonation
2. Receive the order and pay the penalty imposed
3. File Form INC-28 attaching the order and the payment challan
4. File MGT-14, quoting the SRN of the INC-28

This is a months-long process for a form that takes twenty minutes to file on time. It is one of the strongest practical arguments for tracking resolutions as they are passed rather than reconstructing them at year end.

Penalty for default under Section 117(2): the company is liable to a penalty of ₹10,000 plus ₹100 for each day of continuing failure, subject to a maximum of ₹2 lakh; every officer in default is liable to ₹10,000 plus ₹100 per day, subject to a maximum of ₹50,000.

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Minutes — Section 118

The statutory requirements

What the Chairperson may exclude

The chairperson has absolute discretion to exclude from the minutes any matter which, in their opinion, is defamatory of any person, is irrelevant or immaterial to the proceedings, or is detrimental to the interests of the company. This is a real and useful protection — but it is a discretion to exclude, not to omit a decision that was actually taken.

The Secretarial Standards are mandatory

Section 118(10) requires every company to observe the Secretarial Standards on general and board meetings specified by the ICSI and approved by the Central Government. SS-1 governs board meetings and SS-2 governs general meetings. The practical requirements they add:

The gap between “we keep minutes” and “we keep minutes to SS-1” is where most companies actually sit. Draft minutes circulated to directors within fifteen days is not a nicety — it is the mechanism by which a director who disagrees with the record can say so before it is signed, and the reason a signed minute is difficult to challenge later.

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Documentation Checklist

Before the meeting

• Notice of the meeting, dated and dispatched at least 7 days in advance, with proof of dispatch
• Agenda and notes on agenda
• Consent to shorter notice, where relied on, from the directors entitled to receive notice
• Supporting papers for each agenda item — valuation reports, drafts, financial statements, contracts
• Form MBP-1 disclosures of interest from every director, at the first board meeting of the financial year
• Form DIR-8 declarations of non-disqualification

At the meeting

• Attendance register, signed by every director present, including those attending by video conferencing
• Roll call at the beginning and end, where the meeting is by video conferencing
• Recording of the proceedings, where by video conferencing, preserved as required
• Note of any director’s interest declared and of their non-participation in that item

After the meeting

• Draft minutes circulated to all directors within 15 days
• Directors’ comments received within 7 days of circulation
• Minutes entered in the Minutes Book and signed by the Chairman within 30 days
• Certified true copies of resolutions issued to banks, counterparties, or authorities as required
• Form MGT-14 filed within 30 days, where the resolution falls within Section 117(3)
• Circular resolutions noted at the next board meeting

Maintained continuously

• Minutes Books for board, general, and committee meetings, consecutively paginated and preserved permanently
• Attendance registers, preserved for at least eight years
• Register of directors and KMP, updated on every change
• Register of contracts in Form MBP-4, signed by all directors present at the next meeting

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The Real Cost of Getting It Wrong

Note Section 118(12) in particular. Tampering with minutes is the only offence in this area that carries imprisonment. It is also the offence that a company creates for itself when it decides to “fix” a minute book by rewriting it — which is why reconstruction, where it is necessary, must be done transparently and never by producing a document that presents itself as contemporaneous when it is not.

Consequences that outlast the money

• Authority becomes unprovable. A bank mandate, a loan agreement, a lease, or a share allotment rests on a board resolution. Where the minute does not exist, the counterparty’s file has a certified copy of a resolution the company’s own records do not support.
• Filings become unsubstantiated. MGT-7 reports the number of board and committee meetings held and attendance at them. Its source is the minute books and attendance registers. Where they do not exist, the annual return reports a fact the company cannot evidence.
• Diligence stalls. Minute books for the full period under review, with attendance registers and MGT-14 filings, are standard items in every legal due diligence. Producing an unsigned, unpaginated file of drafts converts a routine request into a warranty negotiation.
• Directors lose the record of their dissent. A director who disagreed with a decision and did not have that recorded has no evidence of it. In proceedings against officers in default, the minute recording dissent is the director’s own protection.
• Certification becomes impossible. A professional certifying MGT-7, or a Company Secretary issuing MGT-8 or a secretarial audit report in MR-3, certifies against the minutes. Where they do not exist, the certification cannot honestly be given.

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The Meeting Cycle, Step by Step

1. Plan the year. Four meetings for most companies, spaced so that no gap exceeds 120 days — typically one per quarter, aligned to the audit and filing calendar. Two per year in each half for OPCs, small, dormant, and Section 8 companies.
2. Issue notice at least 7 days in advance, in writing, to every director at their registered address, with the agenda and notes on agenda, retaining proof of dispatch.
3. Collect the annual disclosures — Form MBP-1 and Form DIR-8 at the first meeting of the financial year.
4. Hold the meeting with quorum, in person or by video conferencing, with a roll call where remote participation is used.
5. Record attendance in the attendance register, and record any declaration of interest and consequent non-participation.
6. Pass the resolutions, ensuring that Section 179(3) and Rule 8 matters are decided at the meeting and not by circulation.
7. Circulate draft minutes to all directors within 15 days and collect comments within 7 days of circulation.
8. Enter and sign the minutes within 30 days, serially numbered, consecutively paginated, without pasting or overwriting.
9. File MGT-14 within 30 days where the resolution falls within Section 117(3) — remembering that the private company exemption covers only Section 179(3) board resolutions, not special resolutions.
10. Note circular resolutions at the next meeting, update the register of directors and the MBP-4 register, and issue certified true copies where third parties require them.

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Mistakes We See Repeatedly

1. Four meetings, but a gap over 120 days. Compliance is tested between consecutive meetings, not against the annual count.
2. Writing the year’s minutes in one sitting in September. The thirty-day entry requirement, the fifteen-day circulation requirement, and the seven-day comment window all exist to prevent exactly this, and their absence is visible in the document.
3. Assuming the private company exemption covers all MGT-14 filings. It covers Section 179(3) board resolutions only. Special resolutions are filed by every company.
4. Passing a Section 179(3) matter by circulation. Borrowing, investing, issuing securities, and approving accounts must be decided at a meeting.
5. Never noting circular resolutions at the next meeting. A one-line omission that leaves the resolution incomplete on the record.
6. No attendance register. MGT-7 reports attendance; without the register there is nothing behind that number.
7. Believing accounts cannot be approved by video conferencing. That restriction was removed on 15 June 2021.
8. Not recording dissent. The director who objected and did not have it minuted has no evidence when officers in default are identified.
9. Pasting documents into the minute book. Expressly prohibited. Annexures are referenced, not affixed.
10. Rewriting a minute book to correct history. This is the one step in this area that can attract imprisonment under Section 118(12).

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A Note on OPCs, Small Companies and LLPs

One Person Companies with only one director are relieved of the meeting-interval requirement entirely — the resolution is simply entered in the minutes book, signed and dated by the sole director, and takes effect from that date. Where an OPC has more than one director, it holds at least one meeting in each half of the calendar year with a minimum 90-day gap.

Small companies, dormant companies and Section 8 companies follow the same relaxed frequency — one meeting in each half of the calendar year, 90-day minimum gap — but the minute-keeping, Secretarial Standards, and filing obligations apply in full.

LLPs have no Board and no statutory board meeting or minutes regime. Decision-making is governed by the LLP Agreement, which typically provides for partners’ meetings, notice, quorum, and voting. Because there is no statutory fallback, the LLP Agreement carries far more weight than a company’s Articles do — and an LLP that keeps no record of partner decisions has no framework at all to fall back on when a decision is later disputed. Changes in partners and designated partners are filed in Forms 3 and 4.

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How Delhi Legal Company Supports Board Governance

We run the meeting calendar, not just the paperwork. Four meetings a year spaced within the 120-day rule, aligned to the audit, AGM, and filing cycle, with notices issued on time and proof of dispatch retained.

We draft agendas, notes on agenda, and resolutions before the meeting. The quality of a board decision is largely determined by the papers that go with it, and a resolution drafted after the fact is a resolution drafted without the discussion it is supposed to record.

We prepare minutes to SS-1 and SS-2. Drafts circulated within fifteen days, comments collected, minutes entered and signed within thirty days, serially numbered and properly paginated — the standard the Act actually requires rather than the file of unsigned drafts most companies hold.

We track which resolutions require MGT-14 and file them. Including the distinction that catches private companies out: the Section 179(3) exemption does not extend to special resolutions, and a special resolution filed 300 days late becomes a condonation application under Section 460.

We maintain the surrounding registers. MBP-1 disclosures at the first meeting of each year, the MBP-4 register signed at the next meeting, the register of directors and KMP updated on every change, and attendance registers preserved for the required period.

We reconstruct board records honestly where they are missing. Rebuilt from bank mandates, filed forms, agreements, and contemporaneous correspondence, documented as a reconstruction — never as a back-dated minute book, which is the one route in this area that carries a custodial risk.

We prepare companies for diligence and inspection. Complete minute books, attendance registers, MGT-14 filings with SRNs, and the chain of authority behind every material corporate act, reconciled and ready before the request arrives.

Our office in Connaught Place, New Delhi gives us direct working proximity to the regulatory authorities, and our team supports boards of startups, established SMEs, listed group entities, and India subsidiaries of foreign parents with non-resident directors.

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Frequently Asked Questions on Board Resolutions and Minutes

1. How many board meetings must a company hold in a year? 

A. At least four in each financial year, with a gap of not more than 120 days between two consecutive meetings. One Person Companies, small companies, dormant companies, and Section 8 companies need hold only one meeting in each half of a calendar year, with a minimum gap of 90 days. The first board meeting must be held within 30 days of incorporation.

2. We held four meetings but two were five months apart — is that compliant? 

A. No. The 120-day limit is tested between consecutive meetings, not against the annual total. Four meetings in a year with one gap exceeding 120 days is a contravention of Section 173 regardless of the count, and it is one of the most common findings in an inspection.

3. What notice is required for a board meeting? 

A. Not less than seven days in writing to every director at the address registered with the company, by hand delivery, post, or electronic means, with the agenda and notes on agenda under SS-1. Shorter notice is permitted for urgent business provided at least one independent director is present; if none is present, the decisions must be circulated to all directors and become final only on ratification by at least one independent director.

4. What is the quorum for a board meeting? 

A. One-third of the total strength or two directors, whichever is higher, with fractions rounded up. Directors participating through video conferencing count towards quorum. If quorum is not present, the meeting stands adjourned to the same day in the next week at the same time and place.

5. Can financial statements be approved at a meeting held by video conferencing? 

A. Yes. Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014, which previously barred approval of annual financial statements, the Board’s report, the prospectus, and merger schemes at video meetings, was omitted with effect from 15 June 2021. All matters may now be transacted by video conferencing, subject to the roll call, identification, and recording safeguards.

6. What is a resolution by circulation and when can it be used? 

A. A resolution circulated in draft with the necessary papers to all directors at their addresses in India and approved by a majority of the directors entitled to vote, without a meeting. It is available for routine matters, must be noted at the next board meeting and made part of its minutes, and cannot be used if one-third of the total number of directors require the matter to be decided at a meeting.

7. Which matters cannot be passed by circulation? 

A. The powers listed in Section 179(3) — making calls, authorising buy-back, issuing securities, borrowing, investing funds, granting loans or guarantees, approving the financial statements and Board’s report, diversifying the business, approving amalgamation or reconstruction, and taking over another company — together with the matters added by Rule 8, including political contributions, appointing or removing KMP, and appointing internal and secretarial auditors. These must be decided at a meeting.

8. Does a private company have to file MGT-14 for board resolutions? 

A. No. By Notification G.S.R. 464(E) dated 5 June 2015, Section 117(3)(g) does not apply to private companies, so a private company does not file MGT-14 for board resolutions under Section 179(3) and Rule 8. This is not a general exemption — private companies still file MGT-14 for special resolutions and the other categories under Section 117(3).

9. So which resolutions does a private company still file in MGT-14? 

A. Every special resolution — alteration of the Articles, change of name, shifting the registered office between states, reduction of capital, issue of sweat equity, approval of a private placement, and the rest — along with resolutions under Section 180(1)(a) and (c), resolutions appointing or varying the terms of an MD, WTD, or Manager, and resolutions for voluntary winding up. The ROC has penalised private companies for filing MGT-14 late on special resolutions, which would be impossible if the exemption were general.

10. What is the penalty for not filing MGT-14 on time? 

A. Under Section 117(2), the company is liable to ₹10,000 plus ₹100 for each day of continuing default, subject to a maximum of ₹2 lakh, and every officer in default to ₹10,000 plus ₹100 per day, subject to a maximum of ₹50,000. Where the delay runs beyond roughly 300 days the form cannot be filed with additional fees alone and requires condonation under Section 460 through Form CG-1, an order, Form INC-28, and only then MGT-14.

11. Within what time must minutes be prepared and signed? 

A. Entered in the Minutes Book within 30 days of the conclusion of the meeting. Under SS-1, draft minutes of a board meeting are circulated to all directors within 15 days, directors give comments within 7 days of circulation, and the Chairman signs and dates the minutes within 30 days. Board minutes are signed by the chairperson of that meeting or of the next succeeding meeting.

12. Are the Secretarial Standards mandatory or advisory? 

A. Mandatory. Section 118(10) requires every company to observe the Secretarial Standards on board and general meetings specified by the ICSI and approved by the Central Government — SS-1 for board meetings and SS-2 for general meetings. They are not best practice; they are the standard against which compliance is measured.

13. What must minutes contain? 

A. A fair and correct summary of the proceedings, the names of the directors present, and the name of any director who dissented or did not concur. Pages must be consecutively numbered, and there must be no pasting or attaching of papers, no erasure, and no overwriting. The chairperson has absolute discretion to exclude matter that is defamatory, irrelevant or immaterial, or detrimental to the interests of the company.

14. Can we write up a year’s minutes in one sitting before the audit? 

A. It will not meet the requirements and it will be visible. The 30-day entry rule, the 15-day circulation rule, and the 7-day comment window exist precisely to make minutes contemporaneous. Minutes prepared in bulk months later carry weak evidential value and are a routine adverse finding in due diligence and secretarial audit.

15. What is the penalty for defective minutes, and for altering them? 

A. Under Section 118(11), default in complying with the minutes provisions attracts a penalty of ₹25,000 on the company and ₹5,000 on every officer in default. Under Section 118(12), tampering with minutes is punishable with imprisonment for up to two years and a fine of ₹25,000 to ₹1,00,000 — the only provision in this area carrying a custodial sentence.

16. How long must minutes and attendance registers be preserved? 

A. Minutes of board, committee, and general meetings must be preserved permanently. Under SS-1, attendance registers are preserved for at least eight years. Minutes Books may be maintained in physical or electronic form, and where electronic, with a timestamp and controls that prevent silent alteration.

17. Are minutes actually evidence in a dispute? 

A. Yes. Section 118(7) provides that minutes kept in accordance with Section 118 are evidence of the proceedings recorded in them. That is the reason the formalities matter — a signed, dated, serially numbered minute is difficult to displace, and an unsigned file of drafts carries almost no weight at all.

18. A director disagreed with a decision — how is that protected? 

A. By having the dissent recorded in the minutes. Section 118 expressly requires the minutes to name any director who dissented or did not concur. In proceedings identifying officers in default, that entry is the director’s own protection, and it is available only if it was recorded at the time.

19. Our minute book has gaps for several years — what should we do? 

A. Reconstruct from contemporaneous evidence — filed forms and their SRNs, bank mandates, agreements, audited accounts, and correspondence — and document the reconstruction as what it is, with the date it was carried out. Do not produce a rewritten book presenting itself as contemporaneous. Section 118(12) makes tampering a matter of imprisonment, and a visibly back-dated record is worse in diligence than an acknowledged gap.

20. Do LLPs have to keep board minutes? 

A. No. An LLP has no Board and no statutory meeting or minutes regime. Decision-making is governed entirely by the LLP Agreement, which normally provides for partners’ meetings, notice, quorum, and voting. Because there is no statutory fallback, an LLP that keeps no record of partner decisions has nothing to rely on when one is later disputed — which makes the record arguably more important, not less.