Provisions relating to Notice:

  • As per SS-2 Notice of Board Meeting should be issued at least 21 clear days before the date of General Meeting.
  • But by fulfilling of certain compliances Meeting can be held at Shorter Notice.
  • Below given draft notice is on the assumption that there is only one special business.

Draft Notice of Annual General Meeting:

Letter Head of Company

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


  1. To receive, consider and adopt the audited accounts of the company for the year ended on 31st March 2015 and the report of the Auditors and Directors thereon.
  1. 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 Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/s (Name of Firm), 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.”


  1. Adoption of new set of Memorandum of Association:

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

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), theMemorandum 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.”


    For and on behalf of



(Name of Director)


DIN: ________

Add: ______________


  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 (No. of Special Business) is annexed hereto and forms part of notice.
  1. 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.
  1. The Notice of AGM, Annual Report, Proxy Form and Attendance Slip are being sent to Members.



The Existing Memorandum of Association (MOA as per Companies Act, 1956) are required to replaced by the adoption of new set of Memorandum of Association a. The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. New set of Memorandum of Association is attached herewith separately as Annexure A.

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.

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