Format of Shorter Notice Under Companies Act, 2013.

THE COMPANIES ACT, 2013

Consent of shareholder for shorter notice

[pursuant to section 101(1)]

To
The Board of Directors
__________ Limited,
(Address)

I, ……………………… son of …………………… resident of ………………… holding equity/preference shares……………… of Rs. ………………………. in the company in my own name / joint name hereby given consent, pursuant to section 101(1) of the Companies Act, 2013, to hold the annual/extraordinary general meeting on ………………………. at a shorter notice.

Signature ………………………………….

Name ……………………………………

(In Block Letters)

Date: _________


NOTES: (This is only for information and not for including in the above format.)

1. Earlier under companies act 1956, form 22A was prescribed for taking consent of shareholders for shorter notice. But there is no form prescribed under the new companies act.

2. Corresponding provisions for shorter notice was earlier prescribed under section 171(2) of the companies act 1956.

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. 
   

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. 
   

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. 
   

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. 
   

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)

Comparison of Provisions After Companies Amendment Act, 2015

The Companies (Amendment) Bill received the assent of the President on the 25th May, 2015 and published in official Gazette of India on 26th May, 2015 and became “THE COMPANIES (AMENDMENT) ACT, 2015. This Act shall come into force on 26th May, 2015 (Date as  The proposed amendments deal with related party transactions, fraud reporting by auditors, public inspection of Board resolutions, responsibilities of audit committee, restrictions on bail, making common seal optional, requirement for minimum paid-up share capital, strength of benches for hearing winding up cases, jurisdiction of special courts to try offences.

Download Companies Amendment Act, 2015

The Cabinet, chaired by Prime Minister Narendra Modi, had approved the 14 proposed changes in various provisions of the new Companies Act, 2013.

SECTION	EARLIER PROVISION	PROVISIONS AFTER AMENDMENT
2 (68)	Private Company required “Minimum Paid up Share Capital of Rs 100,000/-“	No requirement of Minimum Paid Up Capital.
2 (71)	Public Company required “Minimum Paid up Share Capital of Rs 500,000/-“	No requirement of Minimum Paid Up Capital.
9, 12 and 223	Affixation of Common Seal is Mandatory	Use of Common Seal is now optional. (Not Mandatory)
11	Commencement of Business	No requirement of Commencement of Business Certificate.Such section shall be omitted.
22	Execution of Bills of Exchange	Use of Common Seal is now optional. (Not Mandatory)If company doesn’t have common seal the authorization under sub section (2) of Section 22 shall be made by two director or by a director and the Company Secretary, wherever the company has appointed a Company Secretary.
46	Issue of Share Certificate(46(1): A share certificate issue under the common seal of Company {Clause substituted)	Use of Common Seal is now optional. (Not Mandatory)If company doesn’t have common seal then signed by two Directors or by a director and Company secretary (if any)
76A	This was not in the Act.	New Section 76A inserted after Section 76 for punishment for deposits accepted in violation of the provisions of the said Act.(Bare Act Language of Section 76A given at the end)
117(3)(g)	Public can inspect theform MGT-14 filed by the Companies as per section 179(3) for the Board Resolution.	Public can’t inspects form MGT-14 filed for the purposes mention in section 179(3).{MGT-14 (filed for purpose of Section 179(3), Board Resolution) will not available for public inspection on MCA portal.}
123(1)	This was not in the Act.	After the third proviso of 123(1), the following proviso is inserted.Proviso, No companyshall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.
124(6)	“Unpaid or unclaimed dividend has been transferred under sub-section (5) Substituted	(i) for the words, brackets and figure “unpaid or unclaimed dividend has been transferred under sub-section (5) shall also be”, the words “dividend has not been paid or claimed for seven consecutive years or more(ii) after the proviso, the following explanation shall be inserted, namely:—“Explanation.— In case any dividend is paid or claimed for any year during the said period of seven consecutive years, the share shall not be transferred to Investor Education and Protection Fund.’’.
134(3)	Not Earlier in the Act.	After Clause “c” following clause (ca) is inserted:Details in respect of frauds reported by auditors under sub-section (12) of section 143 “other than those which are reportable to the Central Government”
143(12)	The Act requires that if the auditor of a company has reason to believe that an offence of fraud has been committed against the company, by its employees, he must report the matter to the central government within a time period and in a manner prescribed	Notwithstanding anything contained in this section, if any auditor of a company in the course of the performance of his duties as auditor, has reason to believe that an offence of fraud involving such amount or amounts as may be prescribed, is being or has been committed in the company by its officers or employees, the auditor shall report the matter to the central government within such time and in such manner as may be prescribed:Provided that in case of a fraud involving lesser than the specified amount, the auditor shall report the matter to the audit committee constituted under section 177 or to the Board in other cases within such time and in such manner as may be prescribed:Provided further that the companies whose auditors have reported frauds under subsection 12 to the Audit Committee or the Board but not reported to the Central Government, shall disclosed details about such frauds in the Board Report in such manner as may be prescribed.
117(4)(iv)	Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia include(iv) approval or any subsequent modification of transaction of the Company with Related Party	After 117(4)(iv) following proviso added:Provided that the Audit Committee may make omnibus approval for related party transaction proposed to be entered into by the company subject to such conditions as may be prescribed”
185	Not Earlier in the Act.Bare Act Language of Section 185(1)(b) : A company which in the ordinary course of its business provides loans or gives guarantees or securities for the due repayment of any loan and in respect of such loan an interest in charged at a rate not less than the bank rate declared by the RBI.	After clause (b) Sub Section (1) of Section 185 following clause and proviso added:(c) Any loan made by a Holding Company to its Wholly own Subsidiary Company or any guarantee given or security provided by a Holding Company in respect of any loan made to its wholly own subsidiary Company,(d) Any guarantee given or security provided by a Holding Company in respect of Loan made by any Bank or financial institution to its subsidiary Company Provided that the loan made under clauses (c) and (d) are utilized by the subsidiary company for itsprincipal business activity.
188(1)	Earlier Special Resolution was required.(As per the previous system, the companies with a paid up capital of Rs 10 crore or more were required to get shareholders’ nod through a special resolution in case of related party transactions)	For the word “Special Resolution” the word “Resolution” is substituted under the Act.Now Ordinary resolution will work.
188(1)	Not Earlier in the Act.	Not required to follow provision of Section 188. After the third proviso of Section 188(1) the following proviso inserted:Provided also that that the requirement of passing the resolution under the first proviso shall not be applicable for transactions entered between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and have been placed before the shareholders for their approval
212(6)	Investigation into affairs of Company by Serious Fraud Investigation officeHere provided Bail restriction for many sections.	The bail restrictions to apply only for offence relating to fraud u/s 447;
419(4)	In Section 419(4) winding up was mentioned	The word WINDING UP shall be omitted.
435	Establishment of Special Courts Establishment of Special Courts.The Central Govt. may for the purpose of providing speedy (Trial of offences under this Act), established or designateas many Special Courts as may be necessary.	For the Words “Trial of Offences under This Act”, The words “ Trial of offences punishable under this Act with imprisonment with 2 years or more” is substituted.After Sub Clause (1) the following proviso is inserted:“Provided that all other offences shall be tried, as the case may be by a metropolitan Magistrate or a Judicial Magistrate of the first class having jurisdiction to try any offence under this Act or under any pervious Company Law.
436	Offence Triable by special courts Section 436(1)(a)	For the words “all offences under this Act”, the words, brackets and figures “all offences specified under sub-section (1) of section 435″ shall be substitutedSection 435(1) given below.
462	Subsection {2,3 and 4 of Section 462) shall be substituted.	Substituted language of Section 462(2),(3) and (4) given below.

“76A. Punishment for contravention of section 73 or section 76:

Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the matter or the conditions prescribed under section 73 or section 76 or rules made there under or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made there under or such further time as may be allowed by the Tribunal under Section 73,-

(a) The company shall, in addition to the payment of the amount t of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees; and

(b) Every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years or with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, or with both.

Provided that if it is proved that the officer of the company who is in default, has contravened such provisions Knowingly or willfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447.”

“435 (1). Establishment of Special Courts.

The Central Govt. may for the purpose of providing speedy (Trial of offences punishable under this Act with imprisonment with 2 years or more” is substituted), established or designate as many Special Courts as may be necessary.

“Provided that all other offences shall be tried, as the case may be by a metropolitan Magistrate or a Judicial Magistrate of the first class having jurisdiction to try any offence under this Act or under any pervious Company Law.“

462: Power to exempt class or classes of companies from provisions of this Act:

(2) A copy of every notification proposed to be issued under sub-section(1), shall be laid in draft before each House of Parliament, while it is in session, for a total period of 30 days, and if, both Houses agree in disapproving the issue of notification or both Houses agree in making any modification in the notification, the notification shall not be issued or, as the case may be, shall be issued only in such modified from as may be agreed upon by both the Houses.

(3) In reckoning any such period of 30 days as is referred to in sub-section (2), no account shall be taken of any period during which the House referred to in sub-section(2) is prorogued or adjourned for more than for consecutive days.

(4) The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid before each House of Parliament.