AGM resolution for regularisation of additional director

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AGM notice for regularisation of Additional Director

all about appointment of Director in AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the [Xth] Annual General Meeting of the Members of [Company Name] will be held on [Date], at [Time], at [Venue], to transact the following businesses:

ORDINARY BUSINESS:

  1. To receive, consider, and adopt the audited financial statements:
    To receive, consider, and adopt the audited financial statements of the Company for the financial year ended March 31, 2024, including the reports of the Board of Directors and Auditors thereon, and in this regard, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

    “RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2024, and the reports of the Board of Directors and Auditors thereon, laid before this meeting, be and are hereby considered and adopted.”

SPECIAL BUSINESS:

  1. Regularization of Mr. XYZ (DIN-000000):
    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 applicable provisions of the Companies Act, 2013, and the rules and regulations made thereunder (including any statutory modification or re-enactment thereof, for the time being in force), and the applicable provisions of the Articles of Association of the Company, the consent of the members be and is hereby accorded for the appointment of Mr. XYZ (holding DIN:000000), who was appointed as an Additional Director of the Company by the Board of Directors in their meeting held on May 10, 2023, under Section 161(1) of the Companies Act, 2013, and who holds office up to the date of this Annual General Meeting, as a Director of the Company

    RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign digitally or otherwise all necessary e-forms, returns, deeds, documents, and writings and to do all such acts, deeds, and things as may be required to give effect to the foregoing resolution.”

For ABC Company Ltd



___________
DIRECTOR
DIN:
ADDRESS:
DATE:
PLACE

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/herself. A proxy need not be a member of the Company.

  2. Proxies, in order to be effective, must be received by the Company at its Registered Office not less than 48 hours before the commencement of the meeting.

  3. Members are requested to:

    • Notify the Company immediately of any change in their address.
    • Quote their folio number in all correspondence with the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 

ITEM NO. 2

Mr. XYZ (DIN-0000000) was appointed as an Additional Director of the Company with effect from May 10, 2023, in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to his appointment as an Additional Director, he holds office only up to the conclusion of the ensuing Annual General Meeting.

The Company has received consent from Mr. XYZ to be regularized as a Director of the Company under the applicable provisions of the Companies Act, 2013. In terms of Section 152 and other applicable provisions of the Companies Act, 2013, the Board of Directors has recommended his appointment as a Director, subject to the approval of the shareholders in the Annual General Meeting.

The Board believes that Mr. XYZ’s knowledge and experience will be of immense value to the Company and recommends the passing of the resolution set out in Item No. 2 of the Notice as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives, except Mr. xyz (DIN-0000000), is concerned or interested, financially or otherwise, in the resolution.

The Board of Directors recommends the resolution for the approval of the members.

—

PS: Explanatory statement u/s 102 not required for small companies subject to AOA of the company.

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