BR — Approval of Annual Board Meeting Calendar
Ready-to-use draft board resolution for approval of annual Board meeting schedule under the Companies Act, 2013. Includes format, legal references, and compliance notes. Illustrative only — customize based on your company's MOA, AOA, and professional advice.
Filing: MGT-14 within 30 days if required under Section 117
When is This Resolution Needed?
approval of annual Board meeting schedule requires a formal resolution under the Companies Act, 2013. Must be passed at a validly convened Board meeting with proper quorum (Section 174 — 1/3rd of directors or 2, whichever higher), notice (7 days under Section 173(3)), and minutes (Section 118).
Draft Board Resolution
[On the letterhead of the Company]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE ADDRESS]
Present: 1. Mr./Ms. [Name] — Director (Chairperson) | 2. Mr./Ms. [Name] — Director | 3. Mr./Ms. [Name] — Director
Quorum: Present throughout as required under Section 174.
Resolution
"RESOLVED THAT the Board meeting calendar for FY [Year] be approved as follows: Q1 — [Date], Q2 — [Date], Q3 — [Date], Q4 — [Date], ensuring minimum 4 meetings per year with gap not exceeding 120 days between any two consecutive meetings as required under Section 173."
"RESOLVED FURTHER THAT any one Director or the Company Secretary be and is hereby authorized to do all acts, deeds, and things necessary to give effect to the above resolution, including filing forms with ROC, signing documents, and making applications."
Certified True Copy
For [Company Name]
[Name] | Company Secretary / Director | Date: [Date] | Place: [Place]
Compliance Notes
Key: (a) Min 4 meetings/year (2 for small companies/OPCs). (b) Max 120-day gap. (c) First Board meeting: within 30 days of incorporation. (d) OPC: 1 meeting per half-year. (e) 7 days notice for each meeting. (f) Listed: additional meetings for quarterly results, compliance reports.
Post-Resolution Checklist
| # | Action | Timeline | Responsible | ☐ |
|---|---|---|---|---|
| 1 | Record minutes within 30 days (Sec 118) | 30 days | CS | ☐ |
| 2 | File MGT-14 if required (Sec 117) | 30 days | CS/Director | ☐ |
| 3 | File applicable MCA form | 15-30 days | CS/Director | ☐ |
| 4 | Update statutory registers | 7-15 days | CS | ☐ |
| 5 | Notify stakeholders | As prescribed | CS | ☐ |