Board Meeting Notice and Agenda Format 2026
{{company_name}}
CIN: {{cin}} | Registered Office: {{registered_office}}
Date: 1 October 2026
To,
All the Directors of {{company_name}}
[and the Statutory Auditors / invitees, where their attendance is required for an item]
NOTICE OF THE {{meeting_number}} MEETING OF THE BOARD OF DIRECTORS
Dear Sir / Madam,
NOTICE is hereby given, pursuant to Section 173(3) of the Companies Act, 2013 and Secretarial Standard-1, that the {{meeting_number}} meeting of the Board of Directors of {{company_name}} will be held on {{meeting_day}}, {{meeting_date}} at {{meeting_time}} at {{meeting_place}}, to transact the business set out in the agenda below.
Participation through video conferencing or other audio-visual means: directors may participate through electronic mode. The link and login details are: . A director intending to participate through electronic mode is requested to confirm to ____________ [name of the Chairman / Company Secretary / authorised person] at ____________ [e-mail / contact number] sufficiently in advance, so that arrangements can be made. In the absence of such confirmation it will be assumed that the director will attend the meeting in person.
The agenda and the notes on the agenda are enclosed. You are requested to make it convenient to attend. A director unable to attend may send a request for leave of absence to the undersigned.
[Shorter notice — retain only where the meeting is called with less than seven days' notice:] This meeting is being convened at shorter notice to transact the following urgent business: ____________. Where no independent director is present at the meeting, the decisions taken will be circulated to all the directors and will be final only on ratification by at least one independent director, if any; where the company has no independent director, on ratification by a majority of the directors, unless approved at the meeting itself by a majority of the directors of the company.
By order of the Board
For {{company_name}}
_______________________________
{{issued_by_name}}
{{issued_by_designation}}
DIN / Membership No.: ____________
Place: __________________
AGENDA
For the {{meeting_number}} meeting of the Board of Directors to be held on {{meeting_date}} at {{meeting_time}}
| Item no. | Business | For | Papers enclosed |
|---|
| 1 | Election of the Chairman of the meeting [where there is no Chairman of the Board]; to ascertain the quorum | Noting | — |
| 2 | Leave of absence to the directors unable to attend | Approval | — |
| 3 | To note the minutes of the previous meeting of the Board held on ____________ [and of the committees] | Noting | Minutes |
| 4 | To take note of the disclosures of interest in Form MBP-1 and declarations in Form DIR-8 [first meeting of the financial year, or on any change] | Noting | Disclosures |
| 5 | To take note of the resolution(s) passed by circulation on ____________ [delete if none] | Noting | Resolution(s) |
| 6 | To review the action taken on the decisions of the previous meeting | Noting | Action-taken report |
| 7 | ____________ [item of business] | Approval | Note no. 7 |
| 8 | ____________ [item of business] | Approval | Note no. 8 |
| 9 | ____________ [add or delete rows as needed] | Approval / Noting | Note no. 9 |
| 10 | Any other business with the permission of the Chair and the consent of the majority of the directors present | — | — |
NOTES ON AGENDA
[One note for every item that needs the Board's approval. Repeat the skeleton below for items 7, 8, 9 and so on.]
ITEM NO. 7 — ____________ [TITLE OF THE ITEM]
Background: ____________ [what has led to the proposal — two or three sentences, with reference to any earlier Board decision].
Proposal: ____________ [exactly what the Board is asked to approve — amounts, parties, period, terms].
Material facts and implications: ____________ [financial effect, statutory provision under which approval is required, approvals of members or regulators that will follow, filings triggered and their due dates].
Interest of directors: None of the directors is concerned or interested in the proposal, except ____________ [name the director and the nature of the interest already disclosed; the interested director does not participate in or vote on the item where Section 184(2) so requires].
Documents enclosed / placed at the meeting: ____________.
Draft resolution: "RESOLVED THAT ____________ [operative text]. RESOLVED FURTHER THAT ____________ [authorisation to give effect]."
RECORD OF DESPATCH [for the company's file — not sent to directors]
| Name of director | DIN | Address / e-mail registered with the company | Mode of sending | Date sent | Proof of delivery |
|---|
| ____________ | ____________ | ____________ | E-mail / hand / speed post / registered post | ____________ | ____________ |
| ____________ | ____________ | ____________ | E-mail / hand / speed post / registered post | ____________ | ____________ |
| ____________ | ____________ | ____________ | E-mail / hand / speed post / registered post | ____________ | ____________ |
- Count the days: at least seven days before the date of the meeting, or longer if the articles say so. Where the notice or the agenda is sent by speed post or registered post, add two days for service.
- Send the notice, agenda and notes to every director — including a director who is abroad, an interested director and the original director for whom an alternate is acting — at the postal or e-mail address registered with the company. Notice is required even where meetings are held on pre-determined dates.
- Keep the proof of sending and delivery for the period decided by the Board, which cannot be less than three years from the date of the meeting.
- An item not on the agenda may be taken up with the permission of the Chairman and the consent of a majority of the directors present; the decision is final only on ratification by a majority of the directors of the company, unless it was approved at the meeting itself by such a majority.
