SPECIAL BUSINESS
1.
REMOVAL
OF ___________________ AS DIRECTOR of the company
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 169 of the Companies Act,2013 and any other applicable
provisions if any (including any
statutory modification(s) or re-enactment thereof for the time being in force),
_________________ (DIN: ____________), be and is hereby removed
from the office of Director of the Company with effect from the date of this
meeting."
“RESOLVED FURTHER THAT for the purpose of giving
effect to this resolution, _____________________________, Director of the
company is and hereby authorized to do all the acts, deeds, matters, and things
as may be deemed 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 ROC.”
“RESOLVED FURTHER THAT the above referred
resolution has been passed in accordance with the mechanism prescribed by the
Ministry of Corporate Affairs vide General Circular No. 14/2020 dated 8th
April 2020 and General Circular No. 17/2020 dated 13th April 2020
and in compliance with the applicable provisions of the Companies Act 2013 and
rules thereof.”
2.
APPOINTMENT OF MR. _____________________ (DIN: _____________________)AS A DIRECTOR OF THE COMPANY
To consider
and, if thought fit, to pass with or without
modification(s), the following resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions
of Section 152,169 and other applicable provisions of the Companies Act, 2013 and
the Rules framed thereunder, Mr. _______________________ (Director
Identification Number ____________________) be and is hereby appointed as
Director of the Company with immediate effect.
“RESOLVED
FURTHER THAT the Directors of the Company be and are hereby
severally authorized to file the necessary forms with the Registrar of
Companies, NCT of Delhi and Haryana, update the Register of Directors and to do
all other necessary acts, things and deeds to give effect to the above mentioned
resolution.”
“RESOLVED FURTHER THAT the above referred resolution has been passed in
accordance with the mechanism prescribed by the Ministry of Corporate Affairs
vide General Circular No. 14/2020 dated 8th April 2020 and General
Circular No. 17/2020 dated 13th April 2020 and in compliance with
the applicable provisions of the Companies Act 2013 and rules thereof.”
On Behalf of ___________________Private
Limited
______________________________
Requisionist
Place:
Date: _______________,
2021
Notes:
1. Amid the Covid 19 Pandemic, Extra Ordinary General Meeting
of the members of the company will be held via video conferencing subject to
the guidelines prescribed under Ministry of Corporate Affairs, Government of
India, General Circular No 02/2021 dated 13th January,2021,General
Circular no 20/2020 dated 5th May,2020 read with General Circular
No(s) 14/2020 and 17/2020 dated 8th April,2020 and dated 13th
April,2020 respectively, the companies have been allowed to conduct their Extra
Ordinary General Meeting through the Video Conferencing (VC)/Other Audio Visual
Means(OAVM) facility during the calendar year 2020 and 2021.
2. The
explanatory statement pursuant to Section 102 of the Companies Act, 2013 with
regard to the special business mentioned above is enclosed.
3. Members
holding shares are requested to kindly notify the Company of any change in
their addresses so as to enable the Company to address future communication to
their correct addresses via email or through any other electronic mode.
4. All
the documents referred to in this Notice shall be made available as Annexure I
in the link available shared by email for inspection by the Members along with
this Notice.
5. A
Corporate Member intending to send its authorized representatives to attend the
Meeting in terms of Section 113 of the Companies Act, 2013 is requested to send
to the Company a certified copy of the Board Resolution authorizing such
representative to attend and vote on its behalf at the Meeting via email.
6.
Members are allowed to pose questions before
Meeting or during the meeting by sending email through their email addresses
which are registered with the Company. The said emails shall only be sent to
the Company’s designated email address as mentioned below:
Designated email address:
______________________________________________
7. Members
shall cast their vote to convey their assent or dissent w.r.t to any particular
item(s) by show of hands unless demand of poll is made during the meeting. Show
of hands shall only me made at such stage when any particular item(s) is/are
considered.
8.
In case of demand of Poll during the meeting,
Members shall cast their vote to convey their assent or dissent by sending
email through their email addresses which are registered with the Company. The
said emails shall only be sent to the Company’s designated email address as
mentioned below and only at such stage when any particular item(s) is/are
considered.
Designated email address:
_________________________________________________
9. Members
are requested to join the meeting within the scheduled time. As the schedule to
join the Meeting shall be as follows :
OPEN
– 15 minutes before the scheduled time to start the meeting
CLOSE
– After expiry of 15 minutes after the start of the meeting
10. Members
are requested to contact following mentioned helpline number/Contact number in
case, if any assistance is required regarding the use of the technology before
or during the meeting.
Name
of Contact Person: Mr. _________________
Designation:
Director
Contact
No:+91 _________________________
11. The link of the meeting is as below;
___________________________________________________________________________________________
EXPLANATORY STATEMENT
PURSUANT TO SECTION
102 OF COMPANIES ACT, 2013
The following Statement sets out all material facts
in relation to the Special Business mentioned in the accompanying notice:
ITEM NO.1
REMOVAL OF ______________________ AS A DIRECTOR OF THE COMPANY
As per Sec 100 of the Companies Act, 2013 read with
relevant rules made thereunder, such number of members who hold, on the date of
receipt of the requisition, not less than one-tenth of such of the paid up
share capital of the company as on that date carries the right of voting, can
call an extra ordinary general meeting of the company
The company, on _______________ 2021 received
requisition and special notice as per Sec 115 of Companies Act, 2013 for
convening an EGM to pass Ordinary resolution for removal of _______________________
(DIN: _______________________) attached as Annexure A (“the Requisition’) under
the applicable provisions of Companies Act 2013 and the rules framed thereunder
for convening an EGM from M/s ___________________________ (“The
Requisitionist”), and the promoter of ________________________ Private Limited
(“the Company”). M/s ____________________________
(“The Requisitionist”) holds _________________________ Ordinary Equity Shares
aggregating to __________% of the Company’s Voting Capital.
The
requisitionist has provided the grounds for removal of _______________________
(DIN: _______________________) as Director of the company
in their special notice as per Section 115 of Companies Act, 2013. A copy of
Special notice submitted by the Requisitionist is attached with this notice
with a view to provide relevant background concerning Item no. 1 of Special
business to be transacted at EGM.
_______________________ (DIN: _____________________)
was appointed as Director on the Board of directors on ______________________________.
Pursuant
to Section 169(4) of the Act, the Director being sought to be removed has a
right to make representation to the shareholders in the manner stated therein. After the special notice under Sec 115 of the
Companies Act, 2013, has already been given to ____________________________ (DIN: _____________________) and has
been informed that if she intends to make a representation to the shareholders
in respect of her removal, She may send the representation which can be
circulated to the members of the company. If the time permits it to do so,
requisitionist will circulate the written representation to the shareholders under
Sec 169(4) of the Companies Act, 2013
It
is to be noted that the management have lost their trust and faith from ________________________.
Therefore, in collective wisdom, it has been decided to remove _____________________
as Director of the company. The management has felt that the removal of ____________________
was absolutely necessary for future well-being of the company. __________________’s
conduct has caused enormous harm to the company and its stakeholders, including
employees and shareholders.
__________________________,
the existing Director of the company are in agreement with the requisitionist regarding
the removal of _______________ as Director of the company as the same would be
in best interests of the company.
Other
than _________________________ (a Director of the Company), none of the other
Directors or Key Managerial Personnel of the Company or their respective
relatives is concerned or interested in the resolution as set out at Item No. 1
of the Notice
The matter is proposed to be passed
by passing the ordinary resolution.
ITEM NO.2
APPOINTMENT OF _________________________ (DIN: ___________________) AS DIRECTOR OF THE COMPANY
The shareholders of the Company has proposed to
appoint Mr. ______________ in place of _________________________________ being
removed as Director under section 169(5) of the _________________ 2013 proposed
by the Requisitionist in their special notice. A special notice in this regard
has already been given to concerned person.
_____________________________ (DIN: ___________________)
has given his consent to act as Director in Form DIR-2 and intimation Form
DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, to the effect that he is not disqualified to be
appointed as director under sub- section (2) of section 164 of the Companies
Act, 2013.
None of the Directors and Key Managerial Personnel
of the Company and their relatives is concerned or interested, financial or
otherwise, in the resolution.
The matter is proposed to be passed
by passing the ordinary resolution.
On Behalf of _____________________________
Private Limited
_____________________________
_____________________________
Place:
Date: ___________________, 2021
