I want to ask that as we know that for organising a meeting for the board in a company, a notice prior 7 days is issued. From where do we count the days? Is it from the date of disposal of notice or from the date of receipt of the notice?
In line with Sub–section (3) of Section 173 of the Act, the requirement is to send seven days‘ Notice and not seven clear days‘ Notice. Thus, for the purpose of computing the period of seven days, the date of the Meeting should be excluded but the date of Notice should be included.
If the Meeting is proposed to be held on Friday, 14th November, the last date for sending the Notice would be Friday, 7th November.
Adequate Notice should be given
Adequate Notice of the Meeting should be given so that Directors can plan their schedule so as to attend and participate in the Meeting. Participation in Meetings is central to the discharge of a Director‘s responsibilities. Unless Directors attend Meetings and participate in discussions with other members of the Board, they are unlikely to be fully aware of the affairs of the company and may be unable to exercise the care and diligence that is expected of them. Thus, a requisite and adequate Notice of a Board Meeting to all Directors in the 30 manner prescribed by the Act is essential as held in Sunder Lal Jain v Sandeep Paper Mills P Ltd [ 60 Comp. Cas. 77].
Additional two days for Notice sent by post or courier
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.
Addition of two days in case the company sends the Notice by post or courier is in line with Rule 35(6) of the Companies (Incorporation) Rules, 2014 which provides that in case of delivery of a Notice of a Meeting by post, the service shall be deemed to have been effected at the expiration of forty eight hours after the letter containing the same is posted.
However, the requirement of adding two days is applicable only if the Notice is sent to any of the Directors solely by speed post or by registered post or by courier and not by e-mail or any other electronic means.
In case the Notice is sent by e-mail or any other electronic means to the Directors and additionally, it is sent by speed post or by registered post or by courier to all or any of the Directors, pursuant to their request or otherwise, the additional two days need not be added.