Glamour Rise Ltd. wishes to change its registered office from one state to another state for which it is in the process of calling an extra ordinary general meeting and pass resolution thereat. There is no Secretary in t

CS Professional · Advanced Company Law and Practice · PYQS · June 2018
Glamour Rise Ltd. wishes to change its registered office from one state to another state for which it is in the process of calling an extra ordinary general meeting and pass resolution thereat. There is no Secretary in the Company, Mr. Sumana, Deputy General Manager (Finance) of the Company has approached you, as a practicing Company Secretary, about the material facts to be set out in the statement to be annexed to the notice of the Company. Advise Mr. Sumana with reference to the provisions of the Companies Act, 2013.

Answer & Explanation:

As per section 102 of Companies Act 2013 in case of special business to be transacted in a meeting a statement setting out materials facts shall be annexed to the notice of calling the meeting. Accordingly, Glamour Rise Ltd shall set out the following material facts in its notice of extraordinary general meeting:- Information about the shifting of registered office from one state to another state and justification thereof. the nature of contract or interest, financial or otherwise, if any, in respect of each item of every director and the manager, if any; every other key managerial personnel; and relatives of persons mentioned above any other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decisions 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 shareholding is not less than 2% of the paid share capital of that company, also be set out in the statement. Where any item of business refers to any document, which is to be considered at the meeting, the time and place where such document can be inspected.

Topics: Registered Office and Meetings

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