The purpose of sending notice of the Board meeting is to inform the directors about the time and date of the meeting. The notice of the meeting need not be in any particular form. An informal notice can be sufficient compliance of law provided it complies with the requirement of the provision of law, the requirements are as follows:
1. The time notice to be given in the written form:
- The notice of Board meetings must be given in the written form and not in oral form.
- An oral notice either face to face or over the telephone is not adequate notice, since the notice in such a case, is not given in writing.
- Even if the notice is sent by telegram or telex or fax is valid as it is in writing.
2. To whom the notice shall be sent:
- Notice of every board meeting shall be sent to every director of the company.
- The notice of the meeting must be given to every director even if he is an interested director ( means a director who is interested in the proposed business and he is not allowed to vote on that proposed business )
- Where an alternate director has been appointed, the notice shall be served on the original director as well as the alternate director.
- It is mandatory to send the notice of meeting to each and every director even if a particular director informs the company that he will not be able to attend the meeting.
3. Where to send notice & through which mode?
Notice shall be sent to every director of the company at his address registered with the company. The words addressed register with the company would mean the address supplied by the director to the company for the service of notice or other communication. Such an address may be an Indian address or abroad.
The notice shall be sent by hand delivery or post or electronic means.
4. Notice of Adjourned Board meeting:
An adjourned meeting is only a continuation of the original meeting. Thus, notice for the original meeting holds good for the adjourned meeting. In short, a notice of the adjourned board meeting needs to be given. However, fresh notice for the adjourned meeting is required in the following cases:
- Where the articles of a company provide that a fresh notice for the adjourned meeting shall be given.
- Where a board meeting is adjourned for an indefinite period.
5. Time period for notice:
- Notice shall be given at least 7 days before the board meeting.
- A board meeting may be called at a shorter notice subject to the following:
- If the company has appointed one or more independent director, the shorter notice shall be valid, if the board meeting is called at shorter notice so as to transact some urgent businesses, and at least one independent director is present at such board meeting, or if no independent director is present at such board meeting, then the decision taken at such board meeting shall be circulated to all the directors, and such decisions shall be final only on ratification or thereof by at least one independent director.
- If the company has not appointed an independent, the shorter notice shall be valid if the board meeting is called at shorter notice to transact some urgent businesses. In such a case, there is no question of the presence of, or ratification by, any independent director.
Penalties for default:
Every officer of the company whose duty is to give notice of board meetings and who fails to do so shall be liable to a penalty of Rs.25,000.