Format of Notice, Explanatory Statement, Attendance Slip/Sheet & Minutes of AGM under CA 2013 & SS- 2

Format of Cover Page of Notice of the Annual General Meeting

Date:   (Date of Notice)

Dear Members/Directors/Auditor,

You are cordially invited to attend the Annual General Meeting (the ‘AGM’) of the members of (Name of Company) (the ‘Company’) to be held on (Day of AGM), (Date of AGM), 2015 at (Time of AGM) at (Venue of AGM).

The Notice of the meeting, containing the business to be transacted, is enclosed.

Thanking You,

Place: ( ____________)Dated: (Date of Notice)

For and on behalf of the Board (Name of Company)   (Name of CS/Director) (Company Secretary/Director) PAN/DIN Add: (CS/ Director issuing notice)

Enclosures:

1. Notice of the AGM alongwith Explanatory Notes
2. Attendance slip
3. Proxy form (MGT-11)
4. Route Map
   

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Format of Attendance Slip of Annual General Meeting

ATTENDANCE SLIP

(No. of Meeting) Annual General Meeting,(Day of Meeting) (Date of Meeting), 2015 at (Time of Meeting).

Regd. Folio No._______/DP ID___________Client ID/Ben. A/C____________No. of shares held______

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the (No. of Meeting) Annual General Meeting of the Company on (Day of Meeting), (Date of Meeting), 2015 at (Time of Meeting) at (Venue of Meeting)

__________________________________

__________________________________

Member’s/Proxy’s name in Block Letters                                  Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

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Format of Notice of Annual General Meeting

Notice of AGM 2014-15-(Name of Company)           

Notice is hereby given that the (No. of Meeting) Annual General Meeting of the members of the (Company Name) will be held on (Day of Meeting), (Date of Meeting), 2015 at (Time of Meeting) at (Venue of Meeting), to transact the following businesses:

ORDINARY BUSINESS:

1.To Consider and adopt:

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

RESOLVED THAT the Audited Balance Sheet & Profit & statement of Profit and Loss Account and Cash Flow Statement for the financial year ended March 31, 2015 along with the Auditor’s Report and the Directors’ Report as circulated to the shareholders and laid before the meeting, be received, considered and adopted.

2. To declare the final dividend on equity shares for the financial year ended March 31, 2015.

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

4. Ratification 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 all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the Company hereby ratifies the appointment of (Auditor Name), Chartered Accountants (Firm Registration No_______________), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS:

Event Based Compliance

Place: ( ____________)Dated: (Date of Notice)

For and on behalf of the Board (Name of Company) (Name of CS/Director) (Company Secretary/Director) PAN/DIN Add: (CS/ Director issuing notice)

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting in respect of item no (item no of special business) is annexed hereto and forms part of notice.
   

2. A MEMBER ENTITLED TO ATTEND AND VOTES 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.
   

3. The Final Dividend for the financial year ended 31^st March,2015, as recommended by the Board, if approved at the AGM, will be paid on or after (Day),(Date),2015 to those Members whose name appears in the Register of Members of the Company as on the book closure dates.
   

4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their email address either with the Company or with the Depository Participant(s). Members who have not registered their email address with the Company can now register the same by submitting a duly filled-in ‘E-communication Registration Form available on the website of Company (Website address of company) to M/s( ______________) or Investor Service Department of the Company. Members holding shares in demat form are requested to register their email address with the Depository Participant(s) only. Members of the Company who have registered their their email address are also entitled to receive such communication in physical form, upon request.
   

5. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose email address are registered with the Company or the Depository Participant(s), unless the Members have registered their request for the hard copy of the same. Physical copy of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who have not registered their email address with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip at the Registration Counter at the AGM.

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

REASON OF PASSING OF RESOLUTION

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours at registered office of the company.

The Directors recommend the aforesaid resolution for the approval by the members as Special Resolution.

Place: ( _____________)Dated: (Date of Notice)

For and on behalf of the Board (Name of Company)   (Name of CS/Director) (Company Secretary/Director) PAN/DIN Add: (CS/ Director issuing notice)

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Format of Attendance Sheet of the Annual General Meeting

SHAREHOLDERS MEETINGS- ATTENDANCE SHEET

ATTENDANCE SHEET OF THE MEETING OF MEMBERS OF (NAME OF COMPANY) HELD ON (DAY OF MEETING), (DATE OF MEETING), 2015 COMMENCED AT (TIME OF COMMENCEMENT OF MEETING) AND CONCLUDED AT (TIME OF CONCLUSION OF MEETING) AT REGISTERED (OFFICE/ CITY/ TOWN VILLAGE IN WHICH REGISTERED OFFICE IS SITUATED) AT (VENUE OF MEETING).

NAME OF MEMBERS                     SIGNATURES                   % OF SHAREHOLDING

1. (NAME OF CHAIRMAN)

(Name of Shareholders in Alphabetical Order)

For ex-

2. Mr. K

3. Mr. M

 

COMPANY SECRETARY:

(NAME OF COMPANY SECRETARY)

(COMPANY SECRETARY)

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FORMAT OF MINUTES OF THE GENERAL MEETING

MINUTES OF THE (NO. OF MEETING) ANNUAL GENERAL MEETING OF (NAME OF COMPANY) HELD ON (DAY OF MEETING), (DATE OF MEETING), 2015 COMMENCED AT (TIME OF COMMENCEMENT OF MEETING) AND CONCLUDED AT (TIME OF CONCLUSION OF MEETING) AT REGISTERED (OFFICE/ CITY/ TOWN VILLAGE IN WHICH REGISTERED OFFICE IS SITUATED) AT (VENUE OF MEETING).

PRESENT

Name of Chairman                                                                        Chairman

Name of Directors in Alphabetical Order                                 Director/Member

Company Secretary

1. CHAIRMAN OF MEETING:-

In accordance with provisions of Article of Associations, (Name of Chairman) was elected Chairman of the meeting by Directors present.

2. RECORDS AVAILABLE FOR INSPECTION: –The following documents and Registers were placed on the Table before the Meeting:

a. Directors’ Report for the financial year ended March 31, 2015.

b. Auditors’ Report for the financial year ended March 31, 2015.

c. Audited Accounts for the financial year ended March 31, 2015.

d. Registers of Director’s, Directors Shareholding & Members (remain open for inspection during the Meeting).

3. In aggregate (Number of total members) members were present in the Meeting, (Number of Members Present in Person) members Present in Person, (Number of members present by Proxy) present in proxy and (Number of members representing company/others) member was representative of (Name of company/others to which they are representing)

4. At (Time of Commencement of Meeting), the Chairman (Name of Chairman), commence the Meeting by welcoming the members to (No. of Meeting) Annual General Meeting. The Chairman announced that the requisite quorum being present, the meeting was called to order.

5. The Chairman introduced the Directors present on dias to shareholders.

6. The Chairman thereafter read out his speech. The Chairman then took up the items mentioned in Notice.

ORDINARY BUSINESS

1.  Adoption of Annual Accounts- Ordinary Resolution

Proposed by: (Name of Member proposing Resolution), Member

Seconded by: (Name of Member seconding Proposed Resolution), Member.

The ordinary resolution set at item no. 1 of the notice pertaining to the adoption of annual accounts along with annexure, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

RESOLVED THAT the Audited Balance Sheet & Profit & statement of Profit and Loss Account and Cash Flow Statement for the financial year ended March 31, 2015 along with the Auditor’s Report and the Directors’ Report as circulated to the shareholders and laid before the meeting, be received, considered and adopted.

The Chairman then invited the questions. The shareholders raised certain questions, which were suitably replied by the Chairman.

The above Ordinary Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.

2. Declaration of Final Dividend- Ordinary Resolution

Proposed by: (Name of Member proposing Resolution), Member

Seconded by: (Name of Member seconding Proposed Resolution), Member.

The ordinary resolution set at item no. 2 of the notice pertaining to the declaration of Final Dividend, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

(Resolution Passed by your Company)

3. Retirement of Directors-Ordinary Resolution

Proposed by: (Name of Member proposing Resolution), Member

Seconded by: (Name of Member seconding Proposed Resolution), Member.

The ordinary resolution set at item no. 3 of the notice pertaining to the declaration of Final Dividend, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

(Resolution Passed by your Company)

4. Ratification of Auditor-Ordinary Resolution

Proposed by: (Name of Member proposing Resolution), Member

Seconded by: (Name of Member seconding Proposed Resolution), Member.

The ordinary resolution set at item no. 4 of the notice pertaining to the ratification of Auditor and their remuneration, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the Company hereby ratifies the appointment of (Name of Auditor), Chartered Accountants (Firm Registration No.       ), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The above Ordinary Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.

SPECIAL BUSINESS

EVENT BASED COMPLIANCE

FOR EXAMPLES

Let us suppose you are going to adopt new set of Memorandum of Association then you have to enter your resolution in minutes like this-

5. Adoption of new Set of Memorandum of Association-Special Resolution

Proposed by: (Name of Member proposing Resolution), Member

Seconded by: (Name of Member seconding Proposed Resolution), Member.

The special resolution set at item no. (item no. in notice) of the notice pertaining to the Adoption of new Set of Memorandum of Association, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the Memorandum of Association of the Company be and are hereby altered, a copy of which is annexed to the explanatory statement, be and is hereby adopted as new regulations of the Memorandum of Association of the Company.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Director of the Company be and are hereby severally and jointly authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies, NCT of Delhi & Haryana.”

The above Special Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.

You can also refer draft below for each and every Special Resolution-

Purpose of Passing Resolution-Special Resolution

Proposed by: (Name of Member proposing Resolution), Member

Seconded by: (Name of Member seconding Proposed Resolution), Member.

The special resolution set at item no. (item no. in notice) of the notice pertaining to the (purpose of passing Resolution), proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present.

“RESOLVED THAT ________________________________________________

______________________________________________________________

The above Special Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.

Vote of Thanks

The meeting concludes at (Time of conclusion of Meeting) with a vote of thanks to the Chair from the floor.

Date: (Date of Meeting)                                                                                Place:

(Name of Chairman)(Chairman)

 (Author –Divesh Goyal is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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