Section 286 of the Companies Act, stipulates that a meeting of the Board of directors shall be held after giving notice. The notice shall be given in writing to every director in India and at his usual address in India. Notice shall be given reasonably in advance at least seven days before the meeting. Although it is not incumbent to give notice to a foreign director at the address outside India. However, sound corporate practice requires that notice to be sent to all directors, whether in India or outside. In terms of section 286(1), notices have to be issued for Board meetings. Any decision to have a Board meeting on the 5th of the first month of every quarter as alleged will not serve to dispense with a formal notice for each meeting. Resolutions passed at meeting for which notices have not been sent to members having substantial stakes will have to be struck down as invalid. [Hansraj Gokuldas Ved v Nitin Dyeing & Bleaching Mills (P) Ltd. (2005) 64 CLA 64 (CLB)].
The Act, has not prescribed a period for sending notice of the Board meeting. As a good secretarial practice, notice must be given at least one week in advance from the appointed day of Board meeting. The Articles of a company may stipulate the periodicity of notice convening Board meetings. Failure to give notice of Board meeting will render resolutions passed thereat invalid. If notice given is too short and does not state purpose of the meeting, and the motive is to hold meeting in the absence of those who would have objected to the proposal, the meeting is highly irregular and decision taken at it invalid.
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