Draft on Notice of AGM (Non VC)

NOTICE IS HEREBY GIVEN THAT THE ______th ANNUAL GENERAL MEETING OF THE (NAME OF THE COMPANY) WILL BE HELD ON (DAY), (DATE) AT (TIME OF THE MEETING) AT THE REGISTERED OFFICE OF THE COMPANY AT (PLACE OF MEETING), TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS:

Item No. 1 – Adoption of Financial Statement:

To consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors (‘the Board’) and auditors thereon.

Item No. 2: Re-Appointment/Appointment of Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed there under, as amended from time to time, M/s. ________________________________, Chartered Accountants, (FRN No. __________________) be and is hereby appointed as Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the __________ AGM of the Company to be held in the year 2024, at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditor.

SPECIAL BUSINESS:

Item no. 3: Regularization of appointment of Mr. ___________________ (DIN: ________________):

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

 “RESOLVED THAT pursuant to the provisions of section 152, 161 and any other applicable provisions of the Companies Act, 2013, and any rules made there under, Mr. ___________________ (DIN: _________________), who was appointed as an Additional Director of the Company by the Board of Directors in the Board Meeting held on ____________________ to hold office up to the date of this Annual General meeting be and is hereby elected and appointed as Director of the Company”.

NOTES: 

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on poll on his/her behalf and the proxy need not be a member of the company. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share Capital of Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours (Sunday is included in computation of 48 hours) before the commencement of the Meeting. A Proxy Form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.
2. The Notice of AGM, Annual Report, Proxy Form and Attendance Slip are being sent to Members.
3. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available for inspection by the members at the AGM
4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board resolution to the Company authorizing their representative to attend and vote on their behalf at the meeting
5. Members / proxies / authorized representatives should bring the duly filled attendance slip enclosed herewith to attend the meeting.

EXPLANATORY STATEMENTS U/S. 102 OF THE COMPANIES ACT, 2013:

Item no. 3: Regularization of appointment of Mr. ___________________ (DIN: ________________):

Mr./Ms._________________ (DIN: ___________________) was appointed as an Additional Director w.e.f. ____________________ in accordance with the provisions of Section 161 of the Companies Act, 2013.

Pursuant to Section 161 of the Companies Act, 2013 ___________________________ (DIN: __________________) holds office up to the date of the ensuing Annual General Meeting.

The Board feels that presence of Mr. _____________________ (DIN: ______________________) on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 3 for adoption.

The Board recommends resolutions under Item No. 3 to be passed as an ordinary resolution.