08 November 2012
Dear Experts, Please provide me the format of notice of annual general meeting of a private limited company. Thanks in advance. My email id is caroshanjha2011@gmail.com.
NOTICE NOTICE IS HEREBY GIVEN THAT THE FIRST ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF [NAME OF THE COMPANY] WILL BE HELD ON [DAY] THE [DATE] AT [TIME] AT [ADDRESS OF REGISTERED OFFICE] TO TRANSACT THE FOLLOWING BUSINESS:-
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance Sheet for the period ended 31st March, ____, the Profit & Loss Account as on that date together with Reports of Directors and Auditors thereon.
2. To Appoint Auditors of the Company and fix their remuneration.
SPECIAL BUSINESS
3. To consider, and if thought fit, to pass, with or without modification (s) the following resolution as an Ordinary Resolution :
“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
4. To consider, and if thought fit, to pass, with or without modification (s) the following resolution as an Ordinary Resolution :
“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
By order of the Board of Directors of
Date: Place: [Name of the Company] Director NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THAT THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. The enclosed proxy form, if intended to be used should reach the registered office of the company duly completed, stamped and signed not less than forty eight hours before the time fixed for the meeting.
3. The explanatory statement pursuant to section 173(2) of the Companies Act, 1956 in respect of special business set out above is annexed hereto and forms part of the notice.
Explanatory Statement pursuant to Section 173 (2) of the Companies Acts, 1956
Item No. 3 , 4
[Name of the director], were named as First director in the Articles of Association of the Company and holds office up to the date of the forthcoming Annual General Meeting of the Company. The company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature for the office of the Director liable to retire by rotation.
The resolution at Item No. 3 and 4 therefore is placed for your approval.
Date: By order of the Board of Directors of Place:
NOTICE is hereby given that the Sixth Annual General Meeting of the Members of HT Media Limited will be held on Friday, the 1 August, 2008 at 11.30 A.M. at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi – 110 001, to transact the following businesses: ORDINARYBUSINESS ITEM NO. 1
To receive, consider and adopt the audited Balance Sheet of the Company as at 31 March, 2008, the Profit and Loss Account for the year ended on that date and the reports of the Board of Directors and Auditors thereon.
ITEM NO. 2
To declare dividend on Equity Shares for the year ended on 31 March, 2008.
ITEM NO. 3 To appoint a Director in place of Shri K.N. Memani, who retires from office by rotation, and being eligible, offers himself for re-appointment. ITEM NO. 4
To appoint a Director in place of Shri Y.C. Deveshwar, who retires from office by rotation, and being eligible, offers himself for re-appointment. ITEM NO. 5
To appoint 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: “RESOLVED THAT M/s. S.R. Batliboi & Co., Chartered Accountants, New Delhi, 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.”
SPECIALBUSINESS
ITEM NO. 6
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 311 and 317 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and all guidelines for managerial remuneration issued by the Central Government from time to time, and such other consents and approvals as may be required, consent of the Company be and is hereby accorded for the re-appointment of Smt. Shobhana Bhartia, as Vice-Chairperson and Editorial Director of the Company, with substantial powers of management to be exercised by her, subject to the superintendence, control and direction of the Board of Directors of the Company (Managing Director under the Companies Act, 1956) for a period of
5 (five) years with effect from 1 July, 2008, including payment of remuneration, on the terms and conditions set out below, with liberty to the Board of Directors to alter and vary the terms and conditions, not exceeding the limits specified under Schedule XIII of the Companies Act, 1956 or any statutory modification or re-enactment thereof : 1. Basic Salary Rs. 10 Lac per month with authority to the Board of Directors (which expression shall include a Committee thereof) to revise the basic salary from time to time taking into account the performance of the Company, subject however to a ceiling of Rs. 15 Lac per month. 2. Housing Fully furnished residential accommodation, the cost of which shall not exceed 60% of the basic salary per annum or House Rent Allowance in lieu thereof. 3. Gas/Water/Electricity Actual expenditure upto a maximum of Rs. 12 Lac per annum. 4. Medical Expenses Reimbursement of medical expenses incurred in India and abroad (including insurance premium for medical and hospitalization policy, if any) on actual basis for self and family, subject to ceiling of one month’s basic salaryinayearorthreemonths’basic salaryover aperiodofthreeyears. 5. Leave Travel Allowance For self and family, once a year in accordance with Rules of the Company. 6. Club Fees Membership of one Club in India (including admission and membership fee). 7. Entertainment expenses and Entertainment, travelling and all other expenses incurred for the other business expenses business of the Company shall be reimbursed as per Rules of the Company. Reimbursement of travelling expenses of spouse accompanying the Vice-Chairperson and Editorial Director on any official trip as per Rules of the Company. 8. Car & Telephone The Company shall provide car with driver and telephone at the residence of the Vice-Chairperson and Editorial Director, for the Company’s business. 9. Personal Accident Insurance For an amount, premium of which shall not exceed Rs. 20,000/- per annum. 10. PF Contribution Contribution to Provident Fund shall be as per Rules of the Company. 11. Gratuity Gratuity payable shall not exceed half a month’s basic salary for each completed year of service. 12. Superannuation Contribution to Superannuation Fund, if any, shall be as per Rules of the Company. 13. Other allowances, benefits Any other allowances, benefits and perquisites admissible to the senior and perquisites Officers of the Company as per Rules of the Company, from time to time. RESOLVED FURTHER THAT where in any financial year, the Company has no profits or inadequate profits, the remuneration as decided by the Board from time to time, shall be paid to Smt. Shobhana Bhartia as minimum remuneration with the approval of the Central Government, if required. RESOLVED FURTHER THAT so long as Smt. Shobhana Bhartia functions as the Vice-Chairperson and Editorial Director of the Company, she will not be paid any fees for attending the meetings of the Board of Directors or any Committee thereof. RESOLVED FURTHER THAT for purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.” ITEM NO. 7 To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and all guidelines for managerial remuneration issued by the Central Government from time to time, and such other consents and approvals as may be required, consent of the Company be and is hereby accorded for the re-appointment of Shri Shamit Bhartia, as Whole-time Director of the Company for a st period of 5 (five) years with effect from 1 September, 2008, including payment of remuneration, on the terms and conditions set out below, with liberty to the Board of Directors to alter and vary the terms and conditions, not exceeding the limits specified under Schedule XIII of the Companies Act, 1956 or any statutory modification or re-enactment thereof :
1. Basic Salary Rs. 5 Lac per month with authority to the Board of Direct expression shall include a Committee thereof) to revise the basic salary from time to time taking into account the performance of the Company, subject however to a ceiling of Rs. 8 Lac per month. 2. Housing Fully furnished residential accommodation, the cost of which shall not exceed 60% of the basic salary per annum or House Rent Allowance in lieu thereof. 3. Gas/ Water/Electricity Actual expenditure upto a maximum of Rs. 12 Lac per annum. 4. Medical Expenses Reimbursement of medical expenses incurred in India and abroad (including insurance premium for medical and hospitalization policy, if any) on actual basis for self and family, subject to ceiling of one month’s basic salary in a yearorthreemonths' basic salary over a period of threeyears.
5. 5. Leave Travel Allowance For self and family, once a year in accordance with Rules of the Company. 6. Club Fees Membership of one Club in India (including admission and membership fee). 7. Entertainment expenses and other Entertainment, travelling and all other expenses incurred for the business business expenses of the Company shall be reimbursed as per Rules of the Company. Reimbursement of travelling expenses of spouse accompanying the Whole-time Director on any official trip as per Rules of the Company. 8. Car & Telephone The Company shall provide car with driver and telephone at the residence of the Whole-time Director, for the Company’s business. 9. Personal Accident Insurance For an amount, premium of which shall not exceed Rs. 20,000/- per annum. 10. PF Contribution Contribution to Provident Fund shall be as per Rules of the Company. 11. Gratuity Gratuity payable shall not exceed half a month’s basic salary for each completed year of service. 12. Superannuation Contribution to Superannuation Fund, if any, shall be as per Rules of the Company. 13. Other allowances, benefits Any other allowances, benefits and perquisites admissible to the senior and perquisites Officers of the Company as per Rules of the Company, from time to time. RESOLVED FURTHER THAT where in any financial year, the Company has no profits or inadequate profits, the remuneration as decided by the Board from time to time, shall be paid to Shri Shamit Bhartia as minimum remuneration with the approval of the Central Government, if required. RESOLVED FURTHER THAT so long as Shri Shamit Bhartia functions as the Whole-time Director of the Company, he will not be paid any fees for attending the meetings of the Board of Directors or any Committee thereof. RESOLVED FURTHER THAT for purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.” ITEM NO. 8 To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and such other consents and approvals as may be required, approval of the Company be and is hereby accorded for payment of remuneration to Shri Priyavrat Bhartia, st Whole-time Director of the Company with effect from 1 September, 2008 as set out below, with liberty to the Board of Directors to alter and vary the terms and conditions, not exceeding the limits specified under Schedule XIII of the Companies Act, 1956 or any statutory modification or re-enactment thereof : 1. Basic Salary Rs. 5 Lac per month with authority to the Board of Directors (which expression shall include a Committee thereof) to revise the basic salary from time to time taking into account the performance of the Company, subject however to a ceiling of Rs. 8 Lac per month. 2. Housing Fully furnished residential accommodation, the cost of which shall not exceed 60% of the basic salary per annum or House Rent Allowance in lieu thereof. 3. Gas/ Water / Electricity Actual expenditure upto a maximum of Rs. 12 Lac per annum. 4. Medical Expenses Reimbursement of medical expenses incurred in India and abroad (including insurance premium for medical and hospitalization policy, if any) on actual basisforself and family,subject to ceiling of onemonth’s basic salaryinayearorthreemonths' basic salaryover aperiodofthreeyears.
5. Leave Travel Allowance For self and family, once a year in accordance with Rules of the Company.
6. Club Fees MembershipofoneClubinIndia (includingadmissionandmembershipfee). 7. Entertainment expenses and entertainment, travelling and all other expenses incurred for the other business expenses business of the Company shall be reimbursed as per Rules of the Company. Reimbursement of travelling expenses of spouse accompanying the Whole-time Director on any official trip as per Rules of the Company.
8. 8. Car & Telephone The Company shall provide car with driver and telephone at the residence of the Whole -time Director, for the Company’s business. 9. Personal Accident Insurance For an amount, premium of which shall not exceed Rs. 20,000/- per annum. 10. PF Contribution Contribution to Provident Fund shall be as per Rules of the Company. 11. Gratuity Gratuity payable shall not exceed half a month’s basic salary for each completed year of service. 12. Superannuation Contribution to Superannuation Fund, if any, shall be as per Rules of the Company. 13. Other allowances, benefits and Any other allowances, benefits and perquisites admissible to the senior perquisites Officers oftheCompanyas perRules oftheCompany,fromtime totime. RESOLVED FURTHER THAT where in any financial year, the Company has no profits or inadequate profits, the remuneration as decided by the Board from time to time, shall be paid to Shri Priyavrat Bhartia as minimum remuneration with the approval of the Central Government, if required. RESOLVED FURTHER THAT so long as Shri Priyavrat Bhartia functions as the Whole-time Director of the Company, he will not be paid any fees for attending the meetings of the Board of Directors or any Committee thereof. RESOLVED FURTHER THAT for purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.
09 November 2012
Sir, i have one query out of your reply,section 255,256 and 257 does not apply to a private company.The company has 2 First directors named in AOA. Now the fact is that there is no retirement and no appointment of directors in the AGM.Should the resolution for appointment of directors are to be mentioned in notice or skipped? Kindly give the rely in the context of Private limited company.
09 November 2012
DEAR SIR , 1. THE NOTICE WHICH IS BEEN GIVEN IS IN THE CONTEXT OF PUBLIC LIMITED COMPANY NOT PVT LTD COMPANY .
2. IF THERE IS NO APPOINTMENT OR RETIREMENT OF THE DIRECTOR THEN IN THAT CASE NO NEED TO PUT IN THE RESOLUTION .....
3. RESOLUTION WILL BE MADE FOR THE MATTERS TO BE DECIDED IN THE COMPANY MEETING .IF THERE IS NO AGENDA FOR THE COMPANY MEETING THEN NO NEED TO PUT IT ....IN THE NOTICE ....
CAclubindia
