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Notice of Board Meeting is an intimation to the Directors about the time, date & place of the meeting along with agenda items to be discussed.

Notice of the Board Meeting is an intimation to the Directors about the time, date and place of the meeting which is proposed to be taken place. It is advisable that one should always take confirmation from the Directors for their availability in advance before issuing the notice and confirmation should also be taken whether they will participate through Audio-Visual means.

Section 173 (3) of the Companies Act, 2013 gives power to issue notice for calling meeting of the Board of Directors. Followings are the procedure and content of the notice for calling meeting of Board of Directors

1. Notice shall be in writing (Notice by verbal communication is not allowed.);  

2. Notice shall be sent to every director at the address registered with the company. In case of Alternate Director, notice shall also be sent to the original director even if it is sent to the alternate director as prescribed in to the Secretarial Standard 1 issue by the Institute of Company Secretaries of India (ICSI);
   
   Mode of Notice: Notice may be sent by hand delivery or by post or by electronic means. From 1st Oct, 2017, the Board Meeting can be held even on National Holidays.;
   In case of Board Meeting Shorter Notice, the Company may choose any mode of option permitted even if the Director has choosen a specific mode of delivery of notice. However, the provision of Article shall also be considered in such case.  
   
   Period of Notice: Notice shall be issued at least before 7 days. In case, notice is sent by speed post or by registered post, 2 days extra shall be considered with the 7 days (SS-1).
   However, notice may also be called at shorter notice for discussing urgent business subject to condition that at least 1 Independent Director shall be present at the meeting.
   If Independent Director is not present at such meeting, the decisions taken at such meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least 1 Independent Director.
   If the office of Independent Director is vacant or where the company is not required to appoint Independent Director, the decisions shall be final only on ratification thereof by a majority of the directors of the company, unless such decision is approved at the meeting itself by the majority of Director of the Company. (1.3.11, SS-1)
   Here, majority means majority of the total director of the company, not of the directors present in the meeting.;
   
   Content of Notice:

   1. It shall specify the Serial Number, day, date, time and full address of the venue at the Meeting

   2. It shall specify whether audio-visual means is available or not. If the facility of audio-visual means is available, the notice shall also contain the contact number or e-mail address of the Company Secretary or any other person authorised by the board to whom Directors may confirm in this regard. In case, no reply has been given by the director, it shall be presumed that the directors will attend the meeting physically.

   3. ??Who can issue the Notice: 1.3.2, SS-1, notice shall be issue by the Company Secretary or where there is no Company Secretary, any Director or any other person authorised by the Board for the purpose.

   4. Notice of Adjourned Meeting: In term Section 174 (4) of the Companies Act, if the Board Meeting could not be held for the want of quorum, then unless the article provides otherwise, the meeting shall stand adjourned to the same day at the same time and place in the next week. Note that is that day is a National Holiday, the then the meeting shall be held on the next day succeeding day, which is not a National Holiday.
      The Companies Act, 2013, doesn't provide for situation where meeting is adjourned due to the reason other than want of quorum. However, Secretarial Standard-1 by 1.3.6, provides a very wide view and which says that ''Notice of an adjourned Meeting shall be given to all directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned meeting is decided at the meeting, notice thereof shall also be given not less than 7 days before the meeting.''
      It generally happens that board decide the date of next board meeting in the presently held meeting. Even in case of such pre-determined date, the notice shall required to be issued in terms of 1.3.5, SS-1

   5. Agenda of the Board Meeting: The Agenda containing the business to be transacted along with notes to Agenda shall be given to the directors at least 7 days before the meeting, unless the Article provides for longer period. The agenda and notes to agenda shall be sent to all Directors in manner notice is required to be sent as stated above.
      However, if the director specifies the mode of delivery of Agenda or Notes to Agenda, the same shall be required to be done by the company. In case of Shorter Notice, the Company may choose any mode of option permitted even if the Director has choosen a specific mode of delivery of Agenda. However, the provision of Article shall also be considered in such case.
      Proof of Sending and delivery of Notice, Agenda and Notes on Agenda shall be maintained by the Company.

   6. Unpublished Price Sensitive Information: In terms of SS-1, Notes on items of business which are in nature of Unpublished Price Sensitive Information may be given at shorter period of time than 7 days, with the consent of a majority of the directors, which shall include at least 1 Independent Director, if any. A general may also be taken. However, where where no such general consent has been taken, the requisite consent shall be taken before the concerned items are transacted in the meeting. The fact that consent have been taken shall be recorded in the minutes.