Explain the following: Notice period to convey meeting of Board of Directors. State whether company may prescribe a longer Notice period through its Articles?

CS Professional · Drafting, Pleadings and Appearances · PYQS · June 2023
Explain the following: Notice period to convey meeting of Board of Directors. State whether company may prescribe a longer Notice period through its Articles?

Answer & Explanation:

According to section 173(3) of the Companies Act, 2013, a meeting of the Board of Directors shall be called by giving not less than seven days' notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means: However, 1st proviso to section 173(3) provides that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting: Further, 2nd proviso to section 173(3) provides that in case of absence of independent directors from such a meeting of the Board of Directors, 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. Accordingly, Notice convening the Meeting of Board of Directors shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. However, clear seven days are not required. Adequate notice of meeting should be given so that Directors can plan their schedule as to attend and participate in the Meeting. Participation in Meeting is central to the discharge of a Director's responsibilities. The Company may prescribe a longer Notice period through its Article, in which case the Articles should be complied with. The statutory notice period of seven days cannot be reduced by the company in its Articles.

Topics: Company Law

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