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Secretarial Practice · Ch 10 — Correspondence with Directors

Notice of Board Meeting and Intimation of Resolutions

4

Notice of Board Meeting and Intimation of Resolutions

4. Notice of Board Meeting and Intimation of Resolutions

Notice of a Board meeting [Section 173(3), Companies Act, 2013]: every director must be given notice of a Board meeting in writing (whether by hand delivery, by post, or by electronic means) at least seven days before the meeting. This is a statutory minimum, not a courtesy — a Board meeting convened without proper notice to every director can be challenged as invalid. The Act does allow a meeting to be called at shorter notice to transact urgent business, but only if at least one independent director is present at the meeting or, in their absence, the decisions taken are circulated to all directors and ratified by at least one independent director. A notice of Board meeting must clearly state the day, date, time and venue (or the video-conferencing details, where permitted) of the meeting, and is almost always accompanied by an agenda — the list of business items to be taken up — and, for substantial items, separate notes on agenda giving the directors the background needed to take an informed decision.

Intimation of a resolution passed at a Board meeting: once the Board has passed a resolution, it is standard secretarial practice for the Secretary to send the directors concerned — particularly a director who was absent from that meeting, or a director who must now act on the resolution (for example, to open a bank account, or to sign a document the resolution authorises) — a written intimation of the resolution, usually with a certified copy or extract of the relevant minutes enclosed. This is not only good governance; it is the documentary proof the company, its bankers, or a statutory authority may later call for to confirm that a particular decision genuinely has the Board's authority behind it.

Specimen notice of a Board meeting:

GANESH INDUSTRIES LIMITED
Regd. Office: Plot No. 45, MIDC Industrial Area, Aurangabad - 431 136
CIN: L27100MH1998PLC112233

Ref. No. GIL/CS/2025-26/142                                    Date: 2nd September, 2025

To,
All Directors of the Company

Dear Sir/Madam,

Sub: Notice of Meeting of the Board of Directors

Notice is hereby given, pursuant to Section 173(3) of the Companies Act, 2013, that a meeting of
the Board of Directors of the Company will be held as under:

Day and Date   :  Tuesday, 9th September, 2025
Time           :  11.30 a.m.
Venue          :  Registered Office of the Company, Plot No. 45, MIDC Industrial Area, Aurangabad

AGENDA

1. To read and confirm the minutes of the previous Board meeting held on 10th June, 2025.
2. To consider and approve the unaudited financial results for the quarter ended 30th June, 2025.
3. To consider revision in the sitting fee payable to directors.
4. To constitute/reconstitute the Audit Committee of the Board.
5. Any other business with the permission of the Chair.

You are requested to make it convenient to attend the meeting. Notes on agenda items and relevant
papers are enclosed for your reference. Kindly intimate your acceptance/regrets at the earliest.

Yours faithfully,
For Ganesh Industries Limited

(Sd.)
Anjali P. Deshmukh
Company Secretary

Encl.: Notes on Agenda

Specimen intimation of a resolution:

GANESH INDUSTRIES LIMITED
Regd. Office: Plot No. 45, MIDC Industrial Area, Aurangabad - 431 136
CIN: L27100MH1998PLC112233

Ref. No. GIL/CS/2025-26/145                                    Date: 10th September, 2025

To,
Mr. Ravindra S. Kulkarni
Director

Dear Sir, …
Definition 1Notice of Board Meeting

The written communication, required under Section 173(3) at least seven days before the meeting, informing every director of the day, date, time and venue of a Board meeting, ordi …

Definition 2Shorter Notice

A Board meeting called at less than seven days' notice to transact urgent business, valid under Section 173(3) only if an independent director is present, or the decisions taken are later ratified b …

Definition 3Intimation of Resolution

A letter, usually enclosing a certified copy or extract of the minutes, by which the Secretary informs a director (especially one who was absent or who must act on it) of a r …