Provisions requiring Immediate Compliance in Companies Act, 2013

MEETING OF BOARD (SECTION-173) (Importance of Independent Director)

• At least one meeting in a period of 12 months has to be physically attended by every director;
• Director will Vacate the office if he is absent from all Meetings of the Board during 12 months with or without leave of absence (Attending one BM in a period of 12 months is must).
• No provision for proxy at Board Meetings.
• Separate meeting of Independent Director once in a year.
• Meeting may be called at shorter notice condition with the presence of one Independent director should be made mandatory for board meetings called.  In such meetings the mandatory presence of at least one Independent Director. If even one Independent Director is not present in the emergency meeting, then decisions taken at such meetings should be subject to ratification by at least one Independent Director. 

This would mean 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 thus it means for calling meeting at shorter notice will not be possible without Independent Director.

Punishment for contravention of Section 173- The Company shall be punishable with fine which shall not be less than one lakh but which may extend to five lakh rupees.