Format of Notice of Board Meetings along with illustrative agenda
The notice of a board meeting is legally significant document. Because it ensures procedural compliance, promotes transparency, and safeguards the validity of board actions under the Companies Act, 2013. Non-compliance w.r.t. notice of board meeting can lead nullification of decisions, emphasizing its critical role in corporate law. In this post I have provided draft format of notice of board meetings for ease reference.
NOTICE OF [01/2024-25] BOARD MEETING
Date: [XX/XX/XXXX]
To:
The Directors of [Company Name]
Dear Sir/Madam,
Notice is hereby given that the [03/2024-25]. Meeting of the Board of Directors of [Company Name] will be held to transact the business as specified in the enclosed agenda, with details as under:
| Particulars | Details |
| Day and Date | Thursday, December 04, 2024 |
| Meeting Start Time | 11:00 AM |
| Place of Meeting | Office 33, XYZ Tower, PQR Road, Near …, 44444 |
| Meeting Number | 03/2024-25 |
The Directors are requested to note that the facility of attending the meeting through electronic mode is available. Board Members interested in attending the meeting through Video Conferencing are requested to intimate the same in advance at least two working days before the meeting to the undersigned, at E-mail id: _________________, so that necessary arrangements could be ensured in due time.
Kindly acknowledge receipt of this notice and confirm your attendance. You are requested to kindly make it convenient to attend the meeting. Please submit leave of absence in case you are not able to attend the meeting.
Yours faithfully,
FOR AND ON BEHALF OF THE BOARD OF
ABC TECHSOL PRIVATE LIMITED
__________________
AMXXXXX AMXXXXX
DIN:0000000
DIRECTOR
Address: Axxxx Nagar, XXXXX
Smarak, Jxxxxx, Mumbai 4XXXXX
01/12/2024, xxxxxx
Illustrative Agenda Item:
(Please note this are illustrative agendas. Not related to any single board meeting)
| Item No | AGENDA |
|---|---|
1. |
To elect the Chairperson for the Meeting
“RESOLVED THAT, Mr/Mrs. XYX one of the Directors of the Company be and is hereby requested to take the chair for the meeting.” |
2. |
To grant leave of absence, if any, and ascertain Quorum
Directors unable to attend should inform the company. |
3. |
To read and confirm the signed minutes of the previous Board meeting held on 04th November 2024.
“RESOLVED THAT the minutes of the previous Board Meeting held on [04 November 2024], as circulated, be and are hereby taken on record and approved.” |
4. |
To consider and approve Proposal of Appointment of Mr. Xyz Patel (DIN: 0000000) as Additional Director [Non-Executive]
The chairman inform the Board that considering the expertise and skills of Mr. Xyz Patel in the business field of the company, it is proposed to appoint Mr. Xyz Patel as an Additional Director (Non-Executive) of the Company. The Board to discuss the matter and the following resolution is to be pass: “RESOLVED THAT pursuant to the provision of section 161(1) of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the company and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mr. Xyz Patel be and is hereby appointed as Additional Director of the company with effect from 04th November, 2024. i“RESOLVED FURTHER THAT the Board of Directors do and hereby take on record Consent received in Form DIR-2 dated 03rd November, 2024 from Mr. Xyz Patel to act as Director of the Company.” “RESOLVED FURTHER THAT Mr. ABC (DIN:0000) Director of the company, be and is hereby authorized to do all such acts, deeds and things as may be required or deemed necessary to give effect to the above resolution” |
5 |
To consider and approve the resignation of Director Mr. PQR (DIN: 0000) from the board of Company.
The Chairperson to inform the Board that the Company has received the resignation letter from Mr. PQR to resign from the post of director of the company w.e.f. 20th November 2024. The Board members to discuss and if thought fit and pass the following resolution. “RESOLVED THAT, the resignation of Mr. PQR from the office of the Directorship of the Company be and is hereby accepted with effect from w.e.f. 29th November 2024 (end of the business hours). RESOLVED FURTHER THAT, any one of the Director of the Company be and is hereby authorized for and on behalf of the Board to file necessary form with Ministry of Corporate Affairs and to do all such acts, deeds and things, necessary to give effect to the above resolution.” The Board expressed its deep sense of appreciation for the timely guidance and valuable services rendered by him during his tenure as a Director of the Company. |
6 |
To take note of disclosure of Directors interest and shareholding:
6.1 To place on record the declaration received from directors of their concern or interest in any other entities by giving notice in writing in Form MBP-1.
6.2 To take on record Form DIR-8 as per section 164(2) of the Companies Act 2013 to assure that directors are not disqualified to be appointed as directors.
|
7 |
To Approve the Draft Financial Statements for FY 2024-25
It is proposed to approve the Financial Statements of the Company for the financial year ended on 31st March 2023 together with notes to accounts and all annexures thereof by passing following resolution with or without modification “RESOLVED THAT the draft Annual Financial Statements for the financial year ended March 31, 2025, comprising the Balance Sheet, Profit & Loss Statement, Cash Flow Statement, and Notes to Accounts, as tabled before the meeting, be and are hereby considered and approved. “RESOLVED FURTHER THAT Mr. & Mr Directors be and are hereby jointly authorized to sign the Annual Financial Statement of the Company for the financial year ended March 31, 2025, comprising the Balance Sheet, Profit & Loss Statement, Cash Flow Statement, and Notes to Accounts and the same be submitted to the Statutory Auditor of the Company for their report thereon” |
8 |
To Approve the Board’s Report:
The directors report needs to be attached with the approved financial statement of the Company before its circulation to its members, it is proposed to approve the Directors Report together with annexure thereof. It is hence proposed to pass following resolution with or without modification “RESOLVED THAT the draft Board of Director’s Report together with annexures for the year ended 31st March, 2024 laid down before this meeting be and is hereby approved and the same shall be signed by any two directors of the Company or Chairman of this meeting on behalf of Board of Directors.” |
| 9 | To Convene the Annual General Meeting (AGM)
Whereas notice of the proposed Annual General Meeting together with duly approved financial statements need to be circulated to members of the Company. Hence it is proposed to pass below resolution with or without modification: “RESOLVED THAT the Notice of Tenth Annual General Meeting of the Members of the Company along with explanatory statement if any annexed thereto placed before this meeting be and is hereby approved and either of the Director or Company Secretary be and is hereby severally authorized to sign the same and that the copies thereof be circulated to the Members together with Board of Directors’ Report and Financial statements as of 31st March, 2025 along with the Auditors’ Report and annexures thereof. RESOLVED FURTHER THAT the Annual General Meeting of the Company be convened on 10th June, 2025 at 11.00 am at the registered office of the Company at Office 33, XYZ Tower, PQR Road.” |
10 |
To Appoint an Authorized Person for Signing GST, Income Tax, and MCA Forms
The company requires a authorised person to sign and file returns/forms, documents. This could be a director, company secretary, or any other employee/officer, subject to their consent and eligibility “RESOLVED THAT [Name of Person], [Designation, e.g., Director/Company Secretary/Manager] (DIN, if applicable: [Number]), be and is hereby appointed as the Authorized Person to sign, submit, and file all necessary forms, returns, and documents under the Goods and Services Tax Act, Income Tax Act, 1961, and Companies Act, 2013, including but not limited to GST returns, Income Tax returns, and MCA forms such as AOC-4, MGT-7, and other statutory filings, on behalf of the company.” IRESOLVED FURTHER THAT the said Authorized Person be and is hereby authorized to represent the company before the GST authorities, Income Tax authorities, Registrar of Companies, and any other regulatory bodies in connection with the above filings, and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.” “RESOLVED FURTHER THAT [Name of Director/Company Secretary], be and is hereby authorized to intimate the appointment of the Authorized Person to the respective authorities, obtain digital signatures (if required), and file necessary intimations or forms with GSTN, Income Tax Department, and MCA as may be required under applicable laws.” |
11 |
To Approve Opening of a Bank Account
“RESOLVED THAT approval be and is hereby granted to open a current account with [Bank Name], [Branch Name], in the name of ZZZZ PVT LTD.” “RESOLVED FURTHER THAT Mr./Ms. [Name], Director, and Mr./Ms. [Name], [Designation], be and are hereby authorized, jointly or severally, to operate the said bank account and to sign cheques, documents, and instructions on behalf of the Company.” |
| 12 | Any other business with the permission of the chair. |
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