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STATEMENT TO BE ANNEXED TO NOTICE [SECTION 102]
A statement setting out material facts concerning each item of special business to be transaction at a general meeting shall be annexed to the notice calling such meeting. The term annexed show this statement is not part of agenda but annexure to the notice. Following information shall be material information for each special business item:
(a) The nature of concern or interest, financial or otherwise, if any, in respect of each item—
- Every director and the manager, if any;
- Every other key managerial personnel; and
- Relatives of every director, manager and key managerial personnel
(b) Any other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decision thereon.
Where any item of special business to be transacted at a meeting of the company relates to or affects any other company, the extent of shareholding interest in that other company of every promoter, director, manager, if any, and of every other key managerial personnel of the first mentioned company shall, if the extent of such shareholding is not less than two per cent of the paid-up share capital of that company, also be set out in the statement.
Where any item of business refers to any document, the time and place where the document can be inspected shall be specified.
Special Business:
In case of annual general meeting, all business shall be deemed special business except –
(i) The consideration of financial statements and the reports of the Board of Directors and auditors;
(ii) The declaration of any dividend;
(iii) The appointment of directors in place of those retiring; and
(iv) The appointment of and the fixing of the remuneration of the auditors.
In case of any other meeting, all business shall be deemed to be special business.
Penalties related to general meetings:
Where as a result of the non-disclosure or insufficient disclosure in any statement being made by a promoter, director, manager, if any, or other key managerial personnel, any benefit which accrues to such promoter, director, manager or other key managerial personnel or their relatives, either directly or indirectly, the promoter, director, manager or other key managerial personnel, as the case may be, shall hold such benefit in trust for the company, and shall, without prejudice to any other action being taken against him under this Act or under any other law for the time being in force, be liable to compensate the company to the extent of the benefit received by him.
If any default is made in complying with the provisions of this section, every promoter, director, manager or other key managerial personnel who is in default shall be punishable with fine which may extend to fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is more.
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