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A company is required to hold meeting of Board of Director  and Meeting of Member /Shareholder , before holding the meeting of Board or Member the company is required to inform me about the meeting to all of them at least before the prescribe days, if information is not properly send to all the person eligible then the decision taken in the meeting is not valid. This requirement is fulfilled by the issue of notice of meeting, where complete details of meeting are required to give regarding: Date of meeting, Place of meeting, Time of meeting, Type of meeting and Number of meeting should be mention. This is called the Notice of meeting.


Following Character should be included in the notice:


1) The notice must clearly explain the purpose for which the meeting will be held on. Should not contain anything which misleads the reader.


2) Notice should not contain any conditional part, it should be certain and specific about the matter contain in it.


3) Notice should be written in such a manner that any body can understand just by reading the notice and should not use any tough word which a person can face difficult to understand.


4) If any special resolution was passed it should be covered by the terms of notice but in case of ordinary resolution such condition is not applicable.


5) In writing notice compliance of article is sufficient.


Following guidelines should be followed while writing notice of meeting:


1) Where any specific rules and form is given for the preparation of notice of a particular type of meeting, then such rules and form should complied with.


2) Before writing a notice one has to know the purpose of the meeting to be held on and the language of the notice is depend on, to whom the notice is addressed.


3) Notice shall be properly Dated and signed by the authorized person.


4) The most important content of the notice is the business to be transacted in the meeting, either it separately enclosed or incorporated in the notice.


5) One must take care that notice always should related to the event either taken place or likely to be taken place.


6) Sec 173 relating to the explanatory statement should be complied with as regard special business to be transacted in the meeting. This statement should contain the material fact such as nature of interest, shareholding etc. of the director as per sec 173(2).


7) If in the meeting any document is required approval then it should be mentioned in the explanatory statement.


8) Where any special resolution is intended to be passed then such intention should be stated in the notice.


9) In case of a company having share capital in notice it also required to mention regarding the provision of vote per person and also regarding the proxy can be appointed or not by the member.


10) If any member do not have any address in India or do not provide his address  to the company, than for such member a copy of the notice is required to published in the newspaper having wide circulation in India.


11) In notice should not use any useless word and the notice should be to the point and clear.


12) In case of special notice sec 190 is required to complied with.


13) If the notice require the receiver to act upon then it should mention the consequences of the failure.


If all the above characteristics are not included or the guidelines are not followed  in writing of notice, than maybe the notice will not be useful.



Published by

CS Bijoy
Category Corporate Law   Report

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