In short: A board meeting is called by giving every director at least seven days' written notice (Section 173(3), Companies Act, 2013), usually with the agenda attached. The format below combines the notice and a typical agenda. Delete the items you don't need and add your own business.
The rules in brief
- How often: at least four board meetings a year, with no more than 120 days between two meetings. Small companies, OPCs, dormant companies and startup private companies need only one meeting in each half of the calendar year, with at least 90 days between them (Section 173).
- Notice: at least 7 days, in writing, to every director at the address registered with the company, by hand, post or email. A meeting can be called at shorter notice for urgent business, subject to the conditions in Section 173(3).
- Quorum: one-third of the total number of directors or two directors, whichever is higher (Section 174). Directors attending by video conferencing count towards the quorum.
- Practice standard: ICSI's Secretarial Standard on Meetings of the Board of Directors (SS-1) asks for the agenda and notes on agenda to be sent at least seven days before the meeting too.
The template
[COMPANY NAME]
CIN: [CIN]
Registered office: [ADDRESS]
Date: [DATE]
To,
All the Directors of [COMPANY NAME]
Subject: Notice of the [__] meeting of the Board of Directors [for the financial year YYYY-YY]
Dear Sir/Madam,
Notice is hereby given that the [__] meeting of the Board of Directors of the Company will be held on [DAY], [DATE] at [TIME] at [VENUE] [/ through video conferencing, with the link shared separately] to transact the business set out in the agenda below.
Please make it convenient to attend. If you are unable to attend, kindly inform the Company in advance so that leave of absence may be granted.
AGENDA
1. To elect the Chairperson of the meeting [if there is no permanent Chairperson].
2. To confirm the presence of quorum.
3. To grant leave of absence to directors who are unable to attend.
4. To confirm the minutes of the previous meeting of the Board held on [DATE].
5. To take note of the disclosures of interest in Form MBP-1 and the declarations of non-disqualification in Form DIR-8 received from the directors [first meeting of the financial year].
6. To consider and approve the audited financial statements for the financial year ended 31 March [YYYY] and the Board's Report [if applicable].
7. To fix the date, time and place of the Annual General Meeting and approve the notice convening it [if applicable].
8. [OTHER BUSINESS, e.g. opening a bank account, allotment of shares, appointment of an additional director]
9. Any other business with the permission of the Chairperson.
10. Vote of thanks.
Yours faithfully,
For [COMPANY NAME]
__________________________
[NAME]
[Director (DIN: ____) / Company Secretary]
Tips
- Attach the papers. Send draft resolutions, financial statements and other documents with the notice so that directors can prepare.
- Keep proof of sending, such as the sent email, in case the validity of the meeting is ever questioned.
- Video meetings: since 2021 the old list of items that couldn't be taken up at a video-conference board meeting (such as approving the financial statements) no longer applies, but follow the procedure in Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014: roll call, a secure link and a recording kept safely.
- After the meeting, record what happened using the minutes of board meeting format.
For the full yearly calendar, see the annual compliance checklist.
Frequently asked questions
How many days' notice is required for a board meeting?
At least seven days' notice in writing to every director. A shorter notice is allowed only for urgent business, and Section 173(3) adds conditions where the company has independent directors.
What is the quorum for a board meeting?
One-third of the total number of directors, or two directors, whichever is higher. Any fraction is rounded up to one. Directors participating through video conferencing count towards the quorum.
Can an item not on the agenda be discussed?
Yes, as "any other business" with the permission of the Chairperson. ICSI's SS-1 also expects the consent of a majority of directors present, including at least one independent director where the company has one.