Hi sarika

Under the provision of Section 167 of the Companies Act 2013,

The period of 12 months will be counted from the last meeting which such director had attended.

Hello Sarika 

Under the The General Clauses Act, 1897 defines ‘month’ to mean the following: "Month" shall mean a month reckoned according to the British calendar.

Section 167(1)(b) uses the phrase ’12 months’. Needless to say, 12 months will not necessarily mean 365 days. Hence for the purpose of section 167(1)(b), one has to consider a period of 12 months. The period of 12 months is not the same as “financial year” or “calendar year” – 12 months may be counted as any consecutive 12 months.

For counting a “month”, the right methodology is to take the day of the start month, and the corresponding day of the next month – that completes one month. For example, 5th Feb 2015 to 5th March 2015 is not 30 days, but it is still one month.

The right way to compute the length of period for the purpose of the section is to count the first of the board meetings in a series of meetings that the director fails to attend (First Meeting), and the last of the meetings in the series (Last Meeting), and see whether the gap between First Meeting and the Last Meeting is 12 months or more. If yes, the director vacates his office. The vacation happens at the Last Meeting.

To cite examples:

Board meetings are held on 9th April 2014, 14th August 2014, 10 October 2014, 13th February 2015. The director does not attend any of these. He attends the meeting called on 10th April 2015. Does he vacate his office?

• No. The First Meeting in the series is 9th April, and the Last Meeting is 13th February. The gap between the two is not 12 months. Hence, the director’s office survives.

Hope it may helps!

You must note that

167(1)(b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board;

Here 12 months not the financial year or calendar year, but it is the 12 months (Continue) starting from the date of absence in a board meeting till the 12 months completed date.

Like: if Mr. X absent in the last meeting held on 6 August 2021 after his last present meeting, then if Mr. x not able to hold any meeting held from 6^th August 2021 to 12th Months i.e 06th August 2022, then he has to vacant the office of director.