Agenda of Board Meeting

The law does not require an agenda “for the meeting of the Directors. Section 286 requires that notice of every meeting of the Board of Directors of a company shall be given in writing to every Director. Thus, any business can be transacted at a Board meeting. In Dr. T.M. Paul vs. City Hospital (Pvt.) Ltd. (1999) 97 Compo Cas. 216, the Kerala High Court held that there is no provision for issuance of an agenda for meetings of the Board of Directors. Matters not included in the agenda can be considered with the permission of the Chairman under the residuary clause in the agenda. However, if the Director had convened the meeting with the object of getting the resolutions passed, but deliberately omitted them in the agenda, it will amount to

active concealment of a fact and will amount to fraud. .

However, in case of some matters prior notice is necessary. Section 316 (appointment as Managing Director of a person who is already Managing Director/Manager of another company), Section 372(A) [inter-company loans and investments] and Section 386 (appointment of a person as Manager who is already Managing Director /Manager of another company), stipulate that notice of the resolution to be passed thereat is required to be given to every Director in India. It would follow, therefore, that in such cases it would be incumbent on the company to circulate the agenda along with a copy of the proposed resolutions in respect of every such item. Besides the foregoing, in view of the enormity and importance of the matters coming up before the Board, if details of the items for discussion in the Board meeting are not circulated in advance, no meaningful discussion can take place in the Board meeting, for none of the outside Directors will be aware of the matters to be discussed in Board meetings. Therefore, good company practice demands that the agenda containing business to be transacted with short notes on each ite should be circulated along with the notice or at least one week before the date of the meeting.

Usually, a good part of the Board agenda consists of routine items. There are important items also like reports on the working of the company, approval of capital projects, matters calling for major policy decisions, etc.

!tis advisable to circulate along with the notes on agenda, the proposed resolutions

to be moved at the meeting and to be passed by the Directors.