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Section173
The Companies Act, 2013

Meetings of Board

In force From 01 Apr 2014 Act 18 of 2013 As on 14 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Instruments 15

Section 173 of the Companies Act, 2013 deals with meetings of Board. 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 The Act came into force on 01 Apr 2014.

(1) 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 meetings of the Board:

Provided that the Central Government may, by notification, direct that the provisions of this subsection shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.

(2) The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time:

Provided that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual means.

1[Provided further that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means in such meeting on any matter specified under the first proviso.]

(3) A meeting of the Board shall be called by giving not less than seven days notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means:

Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting:

Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any.

(4) Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees.

(5) A One Person Company, small company and dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days:

Provided that nothing contained in this sub-section and in section 174 shall apply to One Person Company in which there is only one director on its Board of Directors.

Section 173, The Companies Act, 2013 (Act 18 of 2013).

Cross-references

Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.

This section refers to

  1. s. 174 Quorum for meetings of Board

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

  1. Manish Kumar v. Topworth Urja & Metals Limited & Ors.

    High Court 19 Apr 2022 Persuasive (High Court) Appeal from Order No.363 of 2022 — Final Order 19.04.2022 (Bombay HC — Bharati Dangre J.)

    Court's Decision & Legal Precedent

    DATE-VERIFIED Final Order 19.04.2022 (order-1.pdf): Suit sought declaration that board resolutions appointing directors (ss.152/161) were void. Court held the “matter” of director appointment irregularity in an oppression/mismanagement frame is for NCLT; s.430 ousts civil court — ad-interim relief rightly refused.

    On this section: Treats non-compliance with the board-meeting notice requirement of Section 173 as the substantive ground of challenge, and holds that its consequences for the validity of the resolutions passed must be worked out by the Tribunal, not a civil court.

    Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.

Made under this section, and citing it

11 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 4 instruments name this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 173

What have the courts held on Section 173 of the Companies Act?

Manish Kumar v. Topworth Urja & Metals Limited & Ors. (19 Apr 2022) is the leading judgment on this section among those set out below: Treats non-compliance with the board-meeting notice requirement of Section 173 as the substantive ground of challenge, and holds that its consequences for the validity of the resolutions passed must be worked out by the Tribunal, not a civil court.

How do I find court cases under Section 173 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 173, section 173 Companies Act, section 173 of the Companies Act. People searching for it also type companies act 2013 section 173. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Manish Kumar v. Topworth Urja & Metals Limited & Ors. (19 Apr 2022).

What should I read with Section 173 of the Companies Act, and has it changed?

Its own text turns on section 174 (Quorum for meetings of Board), so none of them can safely be read on its own. The rules and notifications made under it are where it actually bites, and there are 11: most recently G.S.R. 409(E)-Companies (Meetings of Board and its Powers) Amendment Rules, 2021. (2021), then Companies (meeting of board and its powers) 4th Amdt Rules 2020 dt 30.12.2020 (2020), and 9 more.

When did Section 173 of the Companies Act come into force?

Section 173 of the Companies Act, cited as Companies Act 173, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.