Notice must be given in writing to every director at the registered address, whether or not the director is in India, and whether or not the director is expected to attend. A meeting held without notice to a director who was simply assumed to be unavailable is open to challenge.
Notice of Meeting of the Board of Directors
[COMPANY NAME]
Notice must be given in writing to every director at the registered address, whether or not the director is in India, and whether or not the director is expected to attend. A meeting held without notice to a director who was simply assumed to be unavailable is open to challenge.
[COMPANY NAME]
CIN: [CIN]
Registered office: [ADDRESS]
Email: [EMAIL] Telephone: [PHONE]
Date: [DATE]
To,
All the Directors of the Company
(A copy of this notice is being sent to each director at the address registered with the Company, by hand, by post, by courier and by electronic mail.)
Dear Sir / Madam,
Notice of the [NUMBER]th meeting of the Board of Directors
Notice is hereby given that the [NUMBER]th meeting of the Board of Directors of the Company will be held as follows:
| Item | Detail |
|---|---|
| Day and date | [DAY], [DATE] |
| Time | [TIME] |
| Venue | [ADDRESS OF THE VENUE] |
| Mode of participation | In person, or through [video conferencing / other audio-visual means] at the link circulated separately |
| Notice period | [Not less than seven days as required / Shorter notice — see the note below] |
The agenda for the meeting, together with the notes on the agenda and the supporting papers, is set out below and attached to this notice.
Agenda
4 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 5 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Notice must be given in writing to every director at the address registered with the Company, whether the director is in India or outside it, and whether or not the director is expected to attend. The most common defect is omitting a director who "never attends" or who is travelling. A meeting held without notice to a director is open to challenge, and the resolutions passed at it are vulnerable.
Send by more than one channel — email plus courier is the usual combination — and retain the delivery receipts and the sent email with the meeting file. Where a director later disputes having received notice, the file is the only answer. Note the date of despatch, not merely the date of the notice; the notice period runs from receipt.
A meeting may be held at shorter notice, but where the Company is required to have independent directors, at least one must be present. If none is present, decisions taken at the meeting must be circulated to all directors and take effect only on ratification by at least one independent director. Obtain the written consent to shorter notice before the meeting, not afterwards, and file it with the minutes.
A notice listing agenda items without the supporting papers puts directors in the position of approving matters they have not seen. Attach the papers, number the annexures against the agenda items as this template does, and circulate them with the notice rather than tabling them at the meeting. Tabling material items at the meeting is a governance weakness that investors notice.
A minimum number of Board meetings must be held in each financial year, and there is a maximum permissible gap between consecutive meetings. Some classes of company are permitted a relaxed frequency. Track both the count and the gap — companies that hold four meetings in a year but bunch three of them in the final quarter breach the gap requirement while satisfying the count.
Directors may participate through video conferencing or other audio-visual means, and such participation counts towards quorum. The Company must make the arrangements, the director must state the location from which he or she participates, and the minutes must record that location. Certain items may not be dealt with through audio-visual means without the required safeguards — confirm the current position before including such an item on an agenda for a virtual meeting.
The final agenda item permits other business with the permission of the Chair and the consent of a majority of directors present. It is intended for genuinely incidental matters. Substantive decisions — borrowing, allotment, appointments, related party transactions — should never be taken under it, because directors will not have had the papers and the decision is more easily challenged.
Maintain an attendance register for every Board and committee meeting, signed by each director present, including those participating by audio-visual means, whose attendance the Chairperson should confirm. Absence from all meetings over a continuous period results in the automatic vacation of office, so the attendance record is not merely administrative.
Where the Company has an audit committee, a compensation committee or a committee for the prevention of sexual harassment, each requires its own notice, agenda, minutes and attendance record. Reusing this template for committee meetings is straightforward; treating committee meetings as informal is not.
Some matters may be passed by circulation rather than at a meeting, but not all, and a resolution passed by circulation must be placed before the next Board meeting for noting and recording in the minutes. Circulation is a convenience for routine items, not a substitute for holding the required number of meetings.
Reflects Indian law and secretarial practice current as of {{DATE OF USE}}. Notice periods, meeting frequency requirements, relaxations available to particular classes of company and the rules on virtual participation all change — confirm with a company secretary before convening.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.