Notice of Annual General Meeting - format

The notice of Annual General Meeting can have various items of business to be taken up for consideration / approval / ratification by the shareholder. As per the regular practice, the following is a format of notice of Annual General Meeting.


Notice of Annual General Meeting

NOTICE is hereby given that the __th Annual General Meeting of the members of ­_______ (Name of the Company) will be held on _______(date), at _______(time) at _____________(Address), to transact the following businesses:

Ordinary Business:


1. To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2014 and Statement of Profit and Loss Account for the year ended on that date together with the reports of the Directors and the Auditors thereon.

2. To approve payment of dividend of Rs. __/- per equity share for the year ended March 31, 2014. (or ‘To declare dividend on Equity Shares for the year ended March 31, 2014’)

3. To appoint a director in place of Mr. _________, Director (DIN:_______________) who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a director in place of Mr. _________, Director (DIN:_______________) who retires by rotation and being eligible, offers herself for re-appointment.


5. To appoint Statutory Auditors and to 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. The retiring auditors M/s. ___________________, Chartered Accountants (Firm Regn. no. _________________) are eligible for re-appointment and have confirmed their willingness to accept office, if re-appointed.

“RESOLVED THAT M/s.  ___________________, Chartered Accountants, (Firm Regn. no. _________________) be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company.”


SPECIAL BUSINESS :

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

“RESOLVED that Mr. ____________, who was appointed on ___(Date) as an Additional Director of the Company and holds office upto the date of this Annual General Meeting under Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company”.


By Order of the Board of Directors
For ________(Name of the Company)

Place: ____                                                                                              (Name)
Date: _____                                                                                            (Designation)


NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY, SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Members/proxies should bring duly filled Attendance Slips sent herewith to attend the meeting.

3. The Register of Directors Shareholding, maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the meeting.

4. The Register of Contracts, maintained under Section 189 of the Companies Act, 2013 and all documents as mentioned in the resolutions and or explanatory statement will be available for inspection by the members at the registered office of the Company.

5. The Register of Members and Share Transfer Books of the Company will remain closed from _______(Date) to ____(Date) (both days inclusive).

6. Subject to the provisions of Section 126 of the Companies Act, 2013 dividend as recommended by the Board of Directors of the Company, if declared at the meeting, will be payable on or after ____(Date) to those members whose name appear on the Register of Members as on the opening of ____(Date).

7. Members holding shares in physical form are requested to notify the change in their address to the Registrar Share Transfer Agent, M/s. ______, (address). Members should quote their folio numbers in the correspondence.

8. Members will not be distributed any gift, compliment or kinds of such nature at the AGM.

9. An Explanatory statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business is annexed.


ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 6

Shri _____ was appointed as an Additional Director of the Company with effect from (Date), pursuant to Section 161 of the Companies Act, 2013, read with Article 114 of the Articles of Association of the Company. Shri __ holds office of the Director up to the date of this Annual General Meeting. The Company has received notice in writing from a member along with a deposit of R 500/- proposing the candidature of Shri _________ for the office of Director under the provisions of Section 160 of the Companies Act, 2013.

The Board accordingly recommends the resolution as set out in Item no. 6 of the Notice for approval of the members. 

None of the Directors of the Company other than Shri _____ is interested or concerned in the resolution.