Draft Notice of ExtraOrdinary General Meeting
(On the letterhead of the Company)
Notice is hereby given that the ExtraOrdinary General Meeting of ____________ Private Limited will be held on …………..(day of week), ——– (day)th —————-(month), ———-(year) at ———- (time) at the registered office of the Company, situated at __________________________ to transact the following business:
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 other applicable provisions, if any, of the Companies Act, 2013 and the rules & regulation made thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s_________, Chartered Accountants, (Firm Registration No. _______) be and is hereby appointed as Statutory Auditors of the Company to conduct audit for the financial year ended 31st March ——- and to hold office till the conclusion of the ensuing Annual General Meeting of the Company, at such remuneration and reimbursement of out of pocket expenses for the purpose of audit as may be approved by the Board of Directors of the Company in consultation with Auditors.” By the order of Board of Director
For ___________ Private Limited
Date: _____________ (_________________)
Place: Managing Director/Director
NOTES: A member entitled to attend and vote at the annual general meeting (the “meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the company. The instrument appointing the proxy should, however, be deposited at the registered office of the company not less than forty-eight hours before the commencement of the meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. An explanatory statement pursuant to section 102 of the Companies Act, 2013 relating to the special business to be transacted at the meeting is annexed hereto.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
The following Statements sets out all material facts relating to the special business mentioned in the accompanying Notice: Item No.1
Ms.________, Chartered Accountant, Delhi have tendered their resignation as Statutory Auditors resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 (“Act”) and the said casual vacancy caused by the resignation of auditors can only be filled up by the Company in general meeting.
M/s. _________., Chartered Accountants, New Delhi, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed in terms of the provisions of Companies Act, 2013.
The Board proposes to appoint M/s.___________, Chartered Accountants, New Delhi, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Ms.________, Chartered Accountant, to conduct the Financial Audit for the financial year ended 31st March 2015 and to hold office till the conclusion of the ensuing Annual General Meeting of the Company, at such remuneration and reimbursement of out of pocket expenses for the purpose of audit as may be approved by the Board of Directors of the Company in consultation with Auditors.
None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.
By the order of Board of Director
For _____________ Private Limited
Place Managing Director/Director