A) FORMAL NOTICE FORMAT:

There is no prescribed format for the notice to be issued for convening the board meeting. 
The Secretarial Standard1 provides for furnishing the following in the notice:

 The notice shall specify the serial number, day, date, time and full address of the venue of
the meeting;
 In case the facility of participation through electronic mode is being available, the notice
shall inform the Directors about the availability of such facility and provide the necessary
information to avail such facility;
 The notice shall contain the contact number or email addresses of the Chairman,
Company Secretary or any other person authorized by the Board, to whom the Director
shall confirm in this regard;
 The agenda and notes on agenda shall be sent to the original directors even the same 
have been sent to alternate director;

MANDATORY PERIOD OF NOTICE FOR A BOARD MEETING:

As per Section 173 (3)2 of the Companies Act, 2013-

A meeting of the Board shall be called by giving not less than seven days’ notice in writing to
every director at his address registered with the company and such notice shall be sent by hand
delivery or by post or by electronic means:

Provided that a meeting of the Board may be called at shorter notice to transact urgent business
subject to the condition that at least one independent director, if any, shall be present at the
meeting.

Provided further that in case of absence of independent directors from such a meeting of the
Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final
only on ratification thereof by at least one independent director, if any.

b) AFFAIRS THAT QUALIFY FOR A BOARD MEETING

1
SECRETARIAL STANDARDS ON MEETINGS OF THE BOARD OF DIRECTORS, THE INSTITUTE OF
Company Secretaries of India, available at https://www.icsi.edu/docs/Website/SS-1%20Final.pdf.
2
Companies Act, 2013 § 173 (3).
 As per Section 1793 read with Rule 84 the Companies (Meetings of Board and its Powers)
Rules 2014, following powers of the Board can be exercised by means of a resolution passed
at a duly convened Board meeting:

(i) To make calls on shareholders in respect of money unpaid;

(ii) To authorise buy back of securities;
(iii) To issue securities, including debentures, whether in or outside India;
(iv) To borrow monies;
(v) To invest the funds of the company;
(vi) To grant loans or give guarantee or provide security in respect of loans;
(vii) To approve financial statements and the Board’s report;
(viii) To diversify the business of the company;
(ix) To approve amalgamation, merger or reconstruction;
(x) To take over a company or acquire a controlling or substantial stake in another
company;
(xi) To make political contributions;
(xii) To appoint internal auditors and secretarial auditor;
(xiii) To appoint or remove KMP;

Participation in certain business promotion events and exhibition would come under diversifying
the business of the company.

C) STANDARD FORMAT TO MAINTAIN THE REGISTER OF MEMBERS:

Companies (Management and Administration) Rules, 2014 Rule 3(1):

Every company limited by shares shall, from the date of its registration, maintain a register of its
members in Form No. MGT. 15:

Provided that in the case of a company existing on the commencement of the Act, the particulars
as available in the register of members maintained under the Companies Act, 1956 shall be
transferred to the new register of members in Form No. MGT.1 and in case additional
information, required as per provisions of the Act and these rules, is provided by the members,
such information may also be added in the register as and when provided.

Form No. MGT. 1 can be downloaded from the following link:

3
Companies Act, 2013 § 179 (3).
4
Companies (Meetings of Board and its Powers) Rules, 2014 Rule 8.
5
Companies (Management and Administration) Rules, 2014 Rule 3(1).
http://corporatelawreporter.com/mca_forms/form-mgt-1-of-companies-act-2013-register-of-
members/

Companies (Management and Administration) Rules, 2014 Rule 3(2):

In the case of a company not having share capital, the register of members shall contain the
following particulars, in respect of each member, namely6:-

a) name of the member; address (registered office address in case the member is a body
corporate); email address; Permanent Account Number or CIN; Unique Identification
Number, if any; Father’s/Mother’s/Spouse’s name; Occupation; Status; Nationality; in
case member is a minor, name of the guardian and the date of birth of the member; name
and address of the nominee;
b) date of becoming member;
c) date of cessation;
d) amount of guarantee, if any;
e) any other interest, if any;
f) instructions, if any, given by the member with regard to sending of notices etc:

Provided that in the case of a company existing on the commencement of the Act, the particulars
as available in the register of members maintained under the Companies Act, 1956 shall be
transferred to the new register of members in Form No. MGT.1 and in case additional
information, required as per provisions of the Act and these rules, is provided by the members,
such information may also be added in the register as and when provided.

Companies (Management and Administration) Rules, 2014 Rule 5: Maintenance of the Register
of members etc. under Section 88.

Every company shall maintain the registers under clauses (a), (b) and (c) of sub-section (1) of
section 88 in the following manner namely7:-

6
Companies (Management and Administration) Rules, 2014 Rule 3(2).
7
Companies (Management and Administration) Rules, 2014 Rule 5.
1) The entries in the registers maintained under section 88 shall be made within seven
days after the Board of Directors or its duly constituted committee approves the
allotment or transfer of shares, debentures or any other securities, as the case may be.
2) The registers shall be maintained at the registered office of the company unless a
special resolution is passed in a general meeting authorising the keeping of the
register at any other place within the city, town or village in which the registered
office is situated or any other place in India in which more than one-tenth of the total
members entered in the register of members reside.
3) Consequent upon any forfeiture, buy-back, reduction, sub-division, consolidation or
cancellation of shares, issue of sweat equity shares, transmission of shares, shares
issued under any scheme of arrangements, mergers, reconstitution or employees stock
option scheme or any of such scheme provided under this Act or by issue of duplicate
or new share certificates or new debenture or other security certificates, entry shall be
made within seven days after approval by the Board or committee, in the register of
members or in the respective registers, as the case may be.
4) If any change occurs in the status of a member or debenture holder or any other
security holder whether due to death or insolvency or change of name or due to
transfer to Investor Education Protection Fund or due to any other reason, entries
thereof explaining the change shall be made in the respective register.
5) If any rectification is made in the register maintained under Section 88 by the
company pursuant to any order passed by the competent authority under the Act, the
necessary reference of such order shall be indicated in the respective register.
6) If any order is passed by any judicial or revenue authority or by Securities and
Exchange Board of India(SEBI) or Competent Authority attaching the shares,
debentures or other securities and giving directions for remittance of dividend or
interest, the necessary reference of such order shall be indicated in the respective
register.
7) In case of companies whose securities are listed on a stock exchange in or outside
India, the particulars of any pledge, charge, lien or hypothecation created by the
promoters in respect of any securities of the company held by the promoter including
 the names of the pledgee/pawnee and any revocation therein shall be entered in the
register within fifteen days from such an event.
8) If promoters of any listed company, which has formed a joint venture company with
another company have pledged or hypothecated or created charge or lien in respect of
any security of the listed company in connection with such joint venture company, the
particulars of such pledge, hypothecation, charge and lien shall be entered in the
register members of the listed company within fifteen days from such an event.

WHAT IS THE REGISTER OF MEMBERS?

One of the most important registers to keep up to date is the register of members. If your
company issues shares, the register of members is also known as the register of shareholders.

1) Every company shall keep and maintain the following registers in such form and in such
manner as may be as may be prescribed, namely:-
a) register of members indicating separately for each class of equity and preference
shares held by each member residing in our outside India8;

8
Companies Act, 2013 § 88 (1) (a).