Drafts

Draft Notice of AGM through 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) THROUGH VIDEO CONFRENCING 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”.

 

 

Dated For and on behalf of the Board of Directors
Place Name of the Company
 

Name of the Director

Designation
DIN__________________
Add: _______________________________

 

NOTES:

  1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to Special Business to be transacted at the Meeting, is annexed hereto.
  2. In view of the outbreak of the COVID-19 pandemic, social distancing norm to be followed and the continuing restriction on movement of persons at several places in the country and pursuant to General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020,13th April 2020 and 5th May 2020, respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”)the 27thAGM of the Company is being conducted through Video Conferencing (VC), which does not require physical presence of Members at a common venue.
  3. In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members may be appointed for the purpose of voting through and participation in the 27th AGM through VC.
  4. Members may join the AGM through VC Facility by clicking on the invitation sent through Google Meet/Zoom etc which shall be kept open for the Members 15 minutes before the time scheduled to start the AGM.
  5. Attendance of the Members participating in the AGM through VC Facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
  6. Members may cast their vote by sending assent or dissent on the above said resolutions through ballot paper on the company mail id during the Meeting.
  7. In line with the MCA Circulars the Notice of the AGM will be available on the website of the Company at ____________.
  8. Members are requested to notify changes (if any, in their address, email I.D., nominations etc.) in their address if any to the Company.
  9. Notice of the AGM (along with ballot paper) and the annual report for the F.Y. 2019-20 are being sent electronically to the Members whose email i.ds are registered with the Company unless any Member has requested for a physical copy of the same.
  10. Members desirous of getting any information in respect of the contents of the Annual Report are requested to forward the queries to the Company mail id at least ten days prior to the Meeting so that the required information can be share through e-mail.

 

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.

 

Dated For and on behalf of the Board of Directors
Place Name of the Company
 

Name of the Director

Designation
DIN__________________
Add: _______________________________

 

CS Divesh Goyal

CS Divesh Goyal is a Fellow member of ICSI, Practicing Company Secretary, and Steering Voice in the Corporate World. He is a Prop. at Goyal Divesh & Associates, Company Secretaries. He is a competent professional having enrich 6 years post qualification experience as Company Secretary with expertise in Corporate Law, FEMA, IBC, SEBI, RBI. He has written more than 600 editorials on Companies Act, 2013 to keep at pace with the latest changes and critically analyse the implications of various provisions of the Companies Act, 2013, Insolvency & Bankruptcy Code, 2016, FEMA, RBI, SEBI etc. He is a vibrant, sought after, and spellbinding speaker and has delivered more than 200 sessions on various aspects of Company Law at ICSI, ICAI, and online platforms. Apart from his passion for his work he also believes in elevating his profession and for that dream

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