Item: Draft EGM Notice For Appointment of Independent Director
Author: Muhammed Fasil K

Draft EGM Notice For Appointment of Independent Director

NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the Extraordinary General Meeting of the shareholders of ……………. will be held on _______ day, the ____ day of _______, 2016 at ____ PM at the Registered Office of the company at ………………… to transact the following businesses:

SPECIAL BUSINESS

Item No.1 – Appointment of Mr. …………… as an Independent Director

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 Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), Mr. ……………………, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act, and who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, signifying his intention to propose the candidature of Mr. ……………… for the office of Director, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of ……… years with effect from …………….”

Date: By order of the Board of Directors

Place: Indore

NOTES:

1. A Member entitled to attend and vote is entitled to appoint one or more proxies to attend And vote instead of himself and a proxy need not be a member of the company Proxies in order to be effective must be received by the Company not less than 48 hours before the meeting.

2. Documents referred to in the accompanying notice are open for inspection at Registered Office of the Company during office hours on all working days except Sundays and holidays between 11.00 a.m. and 05.00 p.m. up to the day of Annual General Meeting.

3. Members are requested to notify the change if any in their address at the Registered Office of the Company.

4. Members / proxies should fill the Attendance slip for attending the meeting.

Date: By order of the Board of Directors

Place: Indore

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESSES PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. : 1

In terms of Section 149(4), 150(2) and other applicable provisions of the Companies Act, 2013 and Rules framed there under read with Schedule IV to the Companies Act, 2013, appointment of Independent Directors of the Company shall be approved at a General Meeting of the Shareholders.

The Company has received from Mr. ……………… consent in writing to act as a Director in Form DIR-2, intimation to the effect that he is not disqualified to be appointed as a Director in other companies in Form DIR-8 and a declaration in writing to the effect that he meets the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013. In the opinion of the Board, Mr. ……… fulfills the conditions specified in the Companies Act, 2013 and Rules made thereunder to be appointed as an Independent Director of the Company and is independent of the Company’s Management.

The Board considers that continued association of Mr. ……………….. will be of immense benefit to the Company and it would be prudent to appoint Mr. ………… as an Independent Director. Accordingly, appointment of these directors as Independent Director is recommended by the board and is now placed before the Members for their approval.

A copy of the draft letter for the appointment of the above directors as Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day.

No Director, Key Managerial Personnel or their relatives is interested or concerned in the resolution relating to the appointment of Mr. …………….. as an Independent Director.

Date: By order of the Board of Directors

Place: Indore

..........................................................................................................................................................

ATTENDANCE SLIP

I hereby record my presence at the Extraordinary General Meeting of the shareholders of the Company on _____ day, the ____ day of _______, 2016 at _____ at the Registered Office of the company at ………….

Name _____________________________________Ref. Folio No. ____________________

SIGNATURE OF THE ATTENDING MEMBER/PROXY

No. of Shares held ___________________________

Notes:

1. Shareholder/Proxyholder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over at the entrance duly signed.

2. Shareholder/Proxyholder desiring to attend the meeting should bring his/her copy of the Notice for reference at the meeting.

.........................................................................................................................................................

Form No. MGT-11

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN:

Name of the Company:

Registered office:

Name of the member (s):

Registered address:

Email ID:

Folio No./Client Id:

DP ID:

I/We, being the members of shares of the above named company, hereby appoint

1. Name:

Address:

Email ID:

Signature: …………………………,or failing him

2. Name:

Address:

Email ID:

Signature: …………………………,or failing him

3. Name:

Address:

Email ID:

Signature: …………………………

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company, to be held on ………., the ……. day of ……., 2016 at ……. at the registered office of the company at …….. and at any adjournment thereof in respect of such resolutions as are indicated below

Resolution No.

1. ………………………………………………………………………………….

2. ………………………………………………………………………………….

3. ………………………………………………………………………………….

Signed this………day of ……….2016. AFFIX

REVENUE

STAMP

Signature of shareholder(s)

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Notes:

1. Proxy to be deposited at the Registered Office of the Company at …………….., not later than FORTY-EIGHT hours before the meeting.

2. All alterations made in the Form of Proxy should be initialed.

3. Please affix appropriate Revenue Stamp before putting signature.

4. In case of multiple proxies, proxy later in time shall be accepted.

5. A proxy need not be a shareholder of the Company

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