Notice of Meeting of Directors

The Directors' Notice of Meeting is a document that notifies company directors and other participants about an upcoming board meeting. Every company has a board of directors that discusses and deliberates matters that affect the company. These discussions and deliberations take place in regularly scheduled meetings of the directors.

There are different types of board meetings, such as emergency or special board meetings to discuss urgent issues. Other types of board meetings are annual board meetings (which are set once a year), ad-hoc board meetings, etc. Nevertheless, this document is for all types of board meetings as it informs directors about the agenda, which is comprised of salient topics that will be discussed and resolutions to be passed at the meeting.

Examples of topics that can be brought for discussion in a board meeting are the appointment or removal of new directors, company projects, appointment and remuneration of auditors, and change of name or objects of the company.

Note that this document is only designed to notify about an upcoming board meeting. On the other hand, the Notice of Company Meeting is used to send a notice about the meeting of the members/shareholders of a company.

For a board meeting to be valid, the following must be considered:

• Notice Period: This is the length of notice given to the participants of the board meeting. The law provides that this notice must be sent at least 14 days before the meeting or a shorter notice if agreed by the directors.
  
  
• Additional Documents: This does not necessarily affect the validity of a board meeting. However, if directors are expected to review presentation documents, reports, or other materials during the board meeting, these documents should be included with the meeting notice. For instance, if the agenda includes the consideration of the company's financial statement, a copy of the current financial statement of the company must be sent to each director along with this notice.
  
  
• Quorum: Before the meeting commences, the chairman must confirm the presence of a quorum, which is the minimum number of directors required for the board meeting to be valid. The company's Articles or Bylaws typically outline the specified quorum for board meetings. For instance, if the Articles state that a quorum is five, the meeting is not valid if only four directors attend. Hence, decisions affecting the company cannot be validly made by four directors.

How to use this document

This document can be used by a company whose directors intend to hold a meeting. This document includes specific information, such as the names of the directors required to attend the meeting, the time and date of the meeting, the place of the meeting, the agenda or topics for discussion and the key resolutions or decisions of the directors.

After completing this document, the company secretary should sign this document and circulate this document to all the directors and other persons entitled to receive the notice.

Note that this notice must be circulated 14 (fourteen) days before the meeting, except if the directors agree to a shorter notice (particularly in the case of an emergency board meeting). In case the company directors accept a shorter notice, they should sign the Waiver Letter.

Applicable law

The Companies and Allied Matters Act, 2020 applies to this document.

How to modify the template

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