A Notice of Board Meeting consists of a formal letter that is sent to directors of the company that notifies them of the date/time/location of a board meeting and the agenda for the meeting. A Notice of Board Meeting must be sent in compliance with the Companies Act, 2013, although it is always a helpful formal document for ensuring decisions are made transparently and documented for future reference.
This blog describes the purpose, main elements, structure, and best practices for writing a board meeting notice in India.
Introduction
Board meetings play a critical role in making strategic decisions, reviewing operations, approving policies, and carrying out statutory duties of a company. Under the Companies Act, 2013, companies are required to hold routine board meetings and provide notice to all directors beforehand.
The notice of a board meeting not only serves as an invitation but also acts as a legal record that proves due process was followed. Whether you’re running a private limited company, an LLP (with similar governance provisions), or a listed company, sending a properly formatted notice in advance is a critical part of corporate governance.
Legal Requirement Under Companies Act, 2013
According to Section 173 of the Companies Act, 2013 –
- Every company (except One Person Companies) must hold the first board meeting within 30 days of incorporation.
- A minimum of four board meetings must be held in a year, with no more than 120 days between two meetings.
- Notice must be given at least 7 days prior to the meeting, in writing, to every director at their registered address.
Failure to issue a proper notice can invalidate decisions taken in the meeting and may also attract penalties under corporate law.
Key Elements of a Board Meeting Notice
A board meeting notice should be clear, formal, and informative. It typically includes the following details –
- Company name and letterhead
- Notice title: “Notice of Board Meeting”
- Date of the notice
- Meeting date, time, and venue (or video conferencing details)
- Agenda items to be discussed or approved
- Reference to relevant legal provisions (optional but good practice)
- Signature of the Company Secretary or authorized officer
In case of virtual meetings, the notice must also mention –
- Mode of communication (Zoom, Microsoft Teams, etc.)
- Link or access details
- Instructions for e-attendance and quorum validation
Standard Format of a Board Meeting Notice
A well-drafted Board Meeting Notice will assist you with the clarity, legality, and professionalism of the notice. While the specific wording may differ based on the company, the standard format will follow a proper format on the company letterhead and contain all the required information. Here’s a detailed sample format and explanation of each part-
[Company Letterhead with CIN, Registered Address, Contact Info]
NOTICE OF BOARD MEETING
Date: [Insert the date the notice is being issued]
To,
All Directors
[Company Name]
[Registered Address or through email]
Subject – Notice of the [__th] Meeting of the Board of Directors
Dear Sir/Madam,
This Notice is hereby given that the [__th Meeting] of the Board of Directors of [Company Name], will be held on [Day, Date] at [Time], at the Registered Office / Board Room / through Video Conferencing at [Full Address or Link], to discuss and approve the following matters:
Agenda of the Meeting –
- To grant the leave of absence, if any, to the Directors not attending the meeting
- To confirm the minutes of the previous Board Meeting
- To consider and approve financial results/statements for the quarter/year ended [Date]
- To discuss key business updates or proposals, including new contracts, investments, or expansion plans
- To review statutory compliance and filings
- Any other item with the permission of the Chair
Notes-
- Directors attending via video conferencing are requested to confirm their mode of participation and ensure internet connectivity for quorum purposes.
- Supporting documents for agenda items are enclosed/attached herewith for your reference.
Kindly make this convenient to attend the meeting. In case of your inability to attend, please inform in advance.
By Order of the Board,
[Signature]
[Full Name]
Company Secretary / Director
[Company Name]
[Email ID | Phone Number]
Best Practices While Drafting a Board Meeting Notice
- Ensure it is sent at least 7 days in advance (excluding the day of sending and the day of the meeting).
- Use email or registered post, keeping digital records for proof of compliance.
- Include complete agenda points to avoid last-minute confusion or invalidation of decisions.
- Attach relevant documents or financials if specific approvals are needed.
- For companies using video conferencing, ensure directors are aware of how quorum will be counted electronically.
Conclusion
A proper notice of a board meeting sent and received not only notifies the directors but also satisfies compliance obligations and ensures corporate issues are discussed and captured in an open and deliberative atmosphere. This is not just a formality; this is how proper governance begins. If you are the leader of a start-up or an established private company, understanding what type of formatting and procedure to use can help avoid compliance questions and create a clear mode of internal communications.
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