NOTICE OF MEETING OF THE BOARD OF DIRECTORS
[Issued pursuant to Section 173(3) of the Companies Act, 2013 read with the Secretarial Standard on Meetings of the Board of Directors (SS-1)]
Date: ________
Ref. No.: ________
Name of Company: ________
CIN: ________
Registered Office: ________
To,
________
Director (DIN: ________)
________
Re: Notice convening the Meeting of the Board of Directors of ________.
Dear Sir/Madam,
§ 1. Notice is hereby given, in accordance with Section 173(3) of the Companies Act, 2013 (the "Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Secretarial Standard-1 ("SS-1") issued by the Institute of Company Secretaries of India, that a Meeting of the Board of Directors (the "Board Meeting") of ________ (the "Company") is convened to be held as under:
§ 1.1. Day & Date: ________
§ 1.2. Time: ________
§ 1.3. Venue: ________
§ 2. The business proposed to be transacted at the said Board Meeting shall be to consider, discuss and, where appropriate, approve, the following items of agenda:
§ 2.1. To elect the Chairman of the Board Meeting in accordance with the Articles of Association of the Company and SS-1, and to grant leave of absence, if any.
§ 2.2. To take note of the Certificate of Incorporation issued by the Registrar of Companies.
§ 2.3. To take note of the appointment of the First Directors of the Company pursuant to the Articles of Association and Section 152 of the Act.
§ 2.4. To take note of and apprise the Directors of their duties under Section 166 of the Act.
§ 2.5. To take note of the Memorandum of Association and Articles of Association of the Company as registered.
§ 2.6. To consider and, if thought fit, adopt the Common Seal of the Company and to lay down the regulations governing the affixing and custody thereof.
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§ 2.8. To authorise the maintenance and custody of the Statutory Registers and Records of the Company pursuant to Sections 85, 88, 170 and other applicable provisions of the Act.
§ 2.9. To determine and take note of the Financial Year of the Company as per Section 2(41) of the Act.
§ 2.10. To appoint the First Auditors of the Company under Section 139(6) of the Act, subject to the terms of their consent and eligibility under Section 141 of the Act.
§ 2.11. To consider and approve the opening of a Bank Account in the name of the Company with ________ and to authorise the signatories thereto.
§ 2.12. To authorise the Director(s) / Authorised Signatory to undertake all statutory filings, registrations and consequential acts arising from the foregoing resolutions.
§ 2.13. Any other business with the permission of the Chair and with the consent of the majority of the Directors present, in accordance with SS-1.
§ 3. You are requested to make it convenient to attend the Board Meeting.
§ 4. In addition to attending the Board Meeting in person, you may also participate in the Meeting through video conferencing or other audio-visual means as permitted under Section 173(2) of the Act read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. Should you desire to participate through such mode, kindly send a written confirmation in this regard, at the beginning of the calendar year/at the earliest, to the following person: ________, Email: ________, Contact No.: ________, within 5 (five) days of receipt of this Notice, to enable the Company to make the necessary arrangements.
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§ 6. The detailed agenda, notes on agenda and the relevant supporting papers shall be circulated separately in accordance with SS-1 and Section 173(3) of the Act.
§ 7. Kindly acknowledge receipt of this Notice.
Yours faithfully,
For and on behalf of the Board of Directors of
________
__________________________
________
________
DIN/Membership No.: ________
Place: ________