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Format of Notice of Annual General Meeting Format as per Company Act 2013


Notice of AGM as per Company Act 2013

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Notice of AGM as per Company Act 2013

 

Notice is hereby given that the _____________ Annual General Meeting of the Members of «Name», will be held at its Registered Office «AddAssee» on _________ (Day) __________ (date of AGM)____________at (Time) _________ to transact the following business.

 

ORDINARY BUSINESS

 

 

  1. To consider and adopt audited financial statements of the Company for the financial year ended 31st March, «YearClos» together with the reports of the Auditors and the Board of Directors.

 

  1. To appoint / re-appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

 

For re-appointment

 

“RESOLVED THAT pursuant to the provisions of section 139  of the Companies Act, 2013 and rules made thereunder and pursuant to the recommendation of the Board of directors, M/s «CAFirm», Chartered Accountants «Reg_N be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting to the conclusion of Sixth consecutive Annual General Meeting and Board of directors of the company be and are hereby authorized to fix such remuneration as may be determined in consultation of auditors.”

 

Or

For Continuing Auditor

 

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with The Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force)  and in terms of the provisions of the Companies (Amendment) Act, 2017, the «CAFirm», Chartered Accountants «Reg_No» shall continue as Statutory Auditors of the Company to hold office till the conclusion of the ………. Annual General Meeting of Company to be held in the calendar year ……..and that the Board of Director of the company be and is hereby authorized to fix the remuneration payable to them and reimbursement of out of pocket and travelling expenses incurred by the Auditors for the purpose of audit.

 

Or

For new appointment

 

“RESOLVED THAT pursuant to the provisions of section 139,142 and other applicable provisions of the Companies Act, 2013  and rules made thereunder including any statutory enactment or modification thereof and pursuant to the recommendation of the Board of directors, M/s «CAFirm», Chartered Accountants «Reg_No» be and are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting to the conclusion of Sixth consecutive Annual General Meeting and Board of directors of the company be and are hereby authorized to fix such remuneration as may be determined in consultation of auditors.”

 

 

  1. To appoint a director in place of Sh. ____________, who retires by rotation and being eligible, offer himself for reappointment.

 

  1. To declare dividend on ---------------shares.

 

SPECIAL BUSINESS

 

For regularization of Additional Director

 

  1. To appoint Mr./Mrs. …………………… (DIN: ……………..) as director of the company

 

                     To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

 

RESOLVED THAT pursuant to the provisions of Sections 152, Section 160 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with respective rules made thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendation of the Board of Directors of the Company, Mr./Mrs. …………………… (DIN: ……………..), who was appointed as an Additional Director of the company by the Board of Directors in its meeting held on ……………………..(Date) in terms of Section 161(1) of the Act and whose term of office expires at this Annual General Meeting (“AGM”) and in respect of whom candidature from member to appoint him as director of the company has been received and  who has given his consent to act as director of the company be and is hereby appointed as the director of the company.

 

For appointment of New Director

 

  1. To appoint Mr./Mrs. …………………… (DIN: ……………..) as director of the company

 

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

 

RESOLVED THAT pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV Companies Act, 2013 (including any statutory modification(s) or enactment thereof for the time being in force), Mr./Mrs. …………….. (DIN …………………), who has submitted declaration of eligibility under the Companies Act, 2013 as amended by Companies (Amendment) Act, and is eligible for appointment and in respect of whom the Company has received a notice in written from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr./Mrs. …………….. as a candidate for the office of the Director of the Company, be and is hereby appointed as a Executive Director of the Company whose office shall not be liable to retire by rotation.

 

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to take all such steps and approvals as may be required for making appointment of Mr./Mrs. …………….. as Director and to file necessary particulars/ forms with Ministry of Corporate Affairs.”

 

OR

 

RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act 2013 Mr./Mrs. …………….. , be and is hereby appointed as director of the company upon such terms and conditions as may be agreed between the board of directors and Mr./Mrs. …………...and his office is not liable to retire by rotation.”

 

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to take all such steps and approvals as may be required for making appointment of Mr./Mrs. …………….. as Director and to file necessary particulars/ forms with Ministry of Corporate Affairs.”

 

For and on behalf of the Board of Directors


NOTES

  1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
  2. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
  3. A COPY OF AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31st MARCH, «YearClos» TOGETHER WITH THE BOARD’S REPORT AND AUDITOR’S REPORT THEREON ARE ENCLOSED HEREWITH.

 

  1. AN EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE MEETING IS ANNEXED HERETO.

 

 

Explanatory Statement pursuant to the provisions of Section 102(1) of Companies Act, 2013

 

The following Statement sets out all material facts relating to the Special Businesses mentioned in the above Notice:

 

ITEM NO. 5

 

Mr./Mrs. ……………………   holding DIN:  ......................was appointed as an Additional Director with effect from …………………….(Date), in terms of Section 161 (1) of the Companies Act, 2013, in the category of ‘Non-Executive Director’. In terms of the aforesaid section of the Companies Act, 2013, an Additional Director shall hold office upto the date of the next Annual General Meeting of the Company or the last date upto which the Annual General Meeting should have been held, whichever is earlier. Accordingly, his office as an Additional Director on the Board of Directors of the Company comes to an end on …………..th Annual General Meeting.

 

The Company has received a notice in writing from member under Section 160 of the Act proposing the candidature for Mr./Mrs. ……………………   as Director of the Company and who has given his consent to act as director along with a declaration under Section 164(2) of the Companies Act, 2013, confirming he is not disqualified to be appointed as a Director of the Company.

 

The Board is of the opinion that his continued association with the Company would be beneficial to the Company. Further, in the opinion of the Board, Mr./Mrs. ……………………   fulfills the conditions for being appointed as the director of the company in accordance with the provisions of the Companies Act, 2013 read with rules made there under and his vast experience would beneficial for the company in long run.

 

In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made thereunder and Articles of Associations of the Company, approval of the shareholders is hereby requested for the appointment of Mr./Mrs. ……………………   as Director of the company.

 

No Director or their relatives are, directly or indirectly, concerned or interested in the Resolution set out at Item No. 5.

 

The Board of Directors recommends the passing of the Ordinary Resolution as set out in Item No. 5 of the Notice.

 

ITEM NO. 6

 

The Board of Directors of the Company taking into account the need for seamless transition of leadership, need for providing advice, guidance and mentorship to the Company’s executive management, considering the complexity of the Company’s business, approved the appointment of Mr./Mrs. ……………………   as Non-Executive Director of the Company.

 

In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made thereunder and Articles of Associations of the Company, approval of the shareholders is hereby requested for the appointment of Mr./Mrs. ……………………   as Director of the company.

 

No Director or their relatives are, directly or indirectly, concerned or interested in the Resolution set out at Item No. 6.

 

The Board of Directors recommends the passing of the Ordinary Resolution as set out in Item No. 6 of the Notice.

 

Notice of AGM format-20190909034323.docx

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