1.3 Notice
1.3.1 Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means.
The Notice shall be sent to the postal address or e-mail address, registered by the Director with the company or in the absence of such
details or any change thereto, any of such addresses appearing in the Director Identification Number (DIN) registration of the Director.
Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means.
Proof of sending Notice and its delivery shall be maintained by the company.
1.3.2 Notice shall be issued by the Company Secretary or where there is no Company Secretary, any Director or any other person authorised by the Board for the purpose.
1.3.3 The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.
1.3.4 In case the facility of participation through Electronic Mode is being made available , the Notice shall inform the Directors about the availability of such facility, and provide them necessary information to avail such facility.
Where such facility is provided, the Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting.
The Notice shall also contain the contact number or e-mail address (es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard. In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the Meeting physically.
1.3.5 The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre-determined intervals.
1.3.6 Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.
In case the company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice.
Notice of an adjourned Meeting shall be given to all Directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided at the Meeting, Notice thereof shall also be given not less than seven days before the Meeting
1.3.7 The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.
Agenda and Notes on Agenda shall be sent to all Directors by hand or by speed post or by registered post or by courier or by e-mail or by any other electronic means. These shall be sent to the postal address or email address or any other electronic address registered by the Director with the company or in the absence of such details or any change
thereto, to any of such addresses appearing in the Director Identification Number (DIN) registration of the Directors.
In case the company sends the Agenda and Notes on Agenda by speed post or by registered post or by courier, an additional two days shall be added for the service of Agenda and Notes on Agenda.
Where a Director specifies a particular means of delivery of Agenda and Notes on Agenda, these papers shall be sent to him by such means.
Proof of sending Agenda and Notes on Agenda and their delivery shall be maintained by the company.
The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director.
Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than stated above, with the consent of a majority of the Directors, which shall include at least one Independent Director, if any.
For this purpose,
“unpublished price sensitive information” means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: –
(i) financial results;
(ii) dividends;
(iii) change in capital structure;
(iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
(v) changes in key managerial personnel; and
(vi) material events in accordance with the listing agreement*.
General consent for giving Notes on items of Agenda which are in the nature of Unpublished Price Sensitive Information at a shorter Noticebmay be taken in the first Meeting of the Board held in each financial year and also whenever there is any change in Directors.
Where general consent as above has not been taken, the requisite consent shall be taken before the concerned items are taken up for
consideration at the Meeting. The fact of consent having been taken shall be recorded in the Minutes.
Supplementary Notes on any of the Agenda Items may be circulated at or prior to the Meeting but shall be taken up with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any.
1.3.8 Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal and the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed.
Where approval by means of a Resolution is required, the draft of such Resolution shall be either set out in the note or placed at the Meeting.
The items of business that are required by the Act or any other applicable law to be considered at a Meeting of the Board shall be placed before the Board at its Meeting. An illustrative list of such items is given at Annexure ‘A’.
There are certain items which shall be placed before the Board at its first Meeting. An illustrative list thereof is given at Annexure ‘B’.
1.3.9 Each item of business to be taken up at the Meeting shall be serially numbered.
Numbering shall be in a manner which would enable ease of reference or cross-reference.
1.3.10 Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any.
In case of absence of Independent Directors, if any, at such Meeting, the Minutes shall be final only after at least one Independent Director, if any, ratifies the decision taken in respect of such item. In case the company does not have an Independent Director, the Minutes shall be final only on ratification of the decision taken in respect of such item by a majority of the Directors of the company, unless such item was approved at the Meeting itself by a majority of Directors of the company.
1.3.11 To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting. If no Independent Director is present, 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. In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.
The fact that the Meeting is being held at a shorter Notice shall be stated in the Notice.