Length of Notice of Board Meetings Under Companies Act 2013


Length of Notice of Board Meetings Under Companies Act 2013

Section 173(3) of the Companies Act, 2013 stipulates that a meeting of the Board of directors shall be held after giving minimum seven days’ notice.1 Further that SS-1 provides that if the notice is sent by post or courier, two additional days has to be provided.

If notice of meeting of Board of directors was not sent to even one of the directors, who was in India, the meeting is invalid.2

The notice shall be given in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or post or by electronic means.

Notice shall be given reasonably in advance at least seven days before the meeting. The notice sent by facsimile will be adequate notice. Even a director has no power to waive the notice3.

Meeting can be called at shorter notice if atleast one independent director, if any in the company, shall be present at the meeting and in case of absence of independent directors from such Board meeting, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any. In case of failure to give the notice of Board meeting as required u/s 173, every officer of the company whose duty is to give notice shall be liable to a penalty of ` 25,000/-.

Under the following situation there will be no need to send notice of Board meetings to the directors:—

1.    In case the Articles of Association of the company provide that meeting of the Board will be held on a certain day or date of particular month then notice of such Board meeting need not be given. For example, the Articles of Association of a company may stipulate that Board meeting will be held on 1st April, 1st July, 1st October and then on 1st January of every year, etc. notice of such board meeting need not be given.

2.  Notice of adjourned meeting need not be given except, where meeting has been adjourned sine die.

Where the meeting was adjourned for want of quorum a fresh notice is not required for fixing the time and place of adjourned meeting, particularly, when the Articles empower the directors present thereat to fix the adjourned meeting.

Notice of the meeting shall necessarily be sent to every director, otherwise resolutions passed in such meetings would be invalid. The notice however must be in writing.

Where no notice is given as above but all the directors attend the meeting and do not object the absence of notice, or the absentee directors do not complain the lack of notice, the proceedings of the meeting will not be considered invalid particularly if they are ratified at a subsequent meeting at which the absentee directors are present.

An absentee director within reach and entitled to notice cannot waive the right to notice.

Under regulation 67 of Table F, a director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

A notice issued by the secretary on his own authority is invalid.

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