Template Description

This notice template is for obtaining consent from Directors for holding a Board Meeting on shorter notice, under by the Companies Act, 2013. It is a 1-page MS Word document. This notice is mandatory for Companies or other organizations to seek approval from their Directors for holding Board Meeting on shorter notice. The intended audience for this template includes companies, legal professionals, company secretaries, and directors.

Understanding the Concepts of Shorter Notice Consent by Directors

Terminologies:

1. Shorter Notice: A situation where a Board Meeting is called with less notice than usually required, which is seven days.
2. Consent by Director: A formal agreement by a Director to hold a Board Meeting on shorter notice, acknowledging the reduced time frame and agreeing to attend the meeting.
3. Board Meeting: A formal gathering of the Directors of a company to discuss and make decisions on company affairs.

Procedure for Using the Consent by Director for Shorter Notice:

• Identifying the Need for Shorter Notice: A company needs to convene a Board Meeting urgently, due to unexpected circumstances or the need to make timely decisions for which Shorter notice should be issued.

• Obtaining Consent from Directors: As per Section 173(3) of the Companies Act, 2013, the Company must obtain written consent from the Directors to hold the meeting on Shorter notice and document should clearly state the Director's agreement to the Shorter notice.

• Drafting and Sending the Agenda: The company must prepare a detailed agenda for the meeting. This agenda should outline all the topics to be discussed and decisions to be made.

• Quorum and Attendance: Ensure that the quorum requirements are met for the Board Meeting to be valid, as per the company's AOA and the Companies Act. If an independent director’s presence is required, they must be available.

• Conducting the Meeting: On the day of the meeting, the Chairman or a designated director will preside over the proceedings. Voting may occur if necessary.

• Post-Meeting Documentation: After the meeting, the decisions made must be documented in the minutes of the meeting and minutes should be circulated to all directors for review. If some directors were unable to attend, the decisions taken must be ratified by them within 15 days.

• Filing and Compliance: The company must maintain records of the consent forms and minutes of the meeting. Any resolutions passed during the meeting should be filed with the Registrar of Companies if required by law.

Conclusion 

This template provides a Standardized format for directors to give their consent for holding a Board Meeting at Shorter notice, ensuring compliance with the Companies Act, 2013. It provide that the company’s fundamental document accurately reflect detail information. Proper documentation of this consent is crucial for legal and regulatory adherence and helps streamline the process, ensuring that all necessary details are accurately recorded and that the meeting can proceed without delay.