Shridhi Jain (Company Secretary) (1678 Points)
08 July 2011Dear members,
Pls tell me, for preparing Notice for AGM. Notice include four ordinary business, out of which there is draft resolution for appointment of Auditors included in Notice while no draft resolution for other ordinary items. Why is it so ? Is thr any rule ?
Pls reply soon.
Shridhi Jain
SkDash
(CS (Member) CWA (Final))
(909 Points)
Replied 08 July 2011
i dont think it is as per the law rather as per the practice. Others view solicited
Shruti_D
(ACS)
(453 Points)
Replied 08 July 2011
The appointment/re-appointment of auditors itself is subject to shareholders approval and requires shareholders approval. In case of accounts approval, it requires approving of documents. In case of directors retiring by rotation, their appointment is already approved, so its intimation of their retiring (as per statutory requirement) which requires approval. Dividend is declared.
So, even though the resolutions for each item are passed at the Meeting, the Notice includes resolution for re-appointment of auditors only.
Views of other members solicited.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 08 July 2011
Yes, it is specifically given in the Companies Act, 1956.
Only in respect to Special Business resolution and explanatory statement are required to be annexed with the notice.
Shridhi Jain
(Company Secretary)
(1678 Points)
Replied 08 July 2011
YA sir, I knw that special business require draft resolution n explanatory statement. But in ordinary business, draft resolutions required or not ?
Notice include four ordinary business, out of which there is draft resolution for appointment of Auditors included in Notice while no draft resolution for other ordinary items.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 08 July 2011
As per Section 172 every notice of a meeting of a company shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat.
Under Section 173 all business transacted in the Annual General Meeting shall be Special Businesses except the following:-
the consideration of the accounts, balance sheet and the reports of the Board of directors and auditors;
the declaration of dividend;
the appointment of the directors in the place of those retiring; and
the appointment of and the fixing of the remuneration of the auditors
Except above all the business transacted in any general meeting shall be Special Business.
In respect of every Special Business notice must include a statement setting out all material facts concerning each such item of business, including the nature of the concern or interest, if any, therein, of every director, and the manager, if any.
Under section 189, a resolution shall be Special Resolution when the intention to propose the resolution as a Special Resolution has been specifically specified in the notice calling the general meeting.
Therefore, we have to propose the resolution and specify the intention to pass it as Special Resolution.
Therefore, as per Sections 172, 173, 189 the notice must include:
in respect of ordinary business: Statement of business to be transacted only
in respect of Special Business: Proposed resolution and Explanatory Statement
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