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Indivisual Assignment - LAB

The document is a notice for the 25th Annual General Meeting of XYZ Pvt Ltd to be held on May 25th, 2021. The notice includes the agenda items of replacing 6 retiring directors, appointing a new statutory auditor, declaring a dividend of Rs 2 per share, ratifying the remuneration of cost auditors, and adopting a new article in the Articles of Association stating that the Chairman of the Board will always be the Chairman of General Meetings. Notes provide instructions for members/proxies attending the meeting. An explanatory statement provides context for the proposed changes to the Articles of Association to comply with the Companies Act, 2013.

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Prikshit Choudhary
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65 views4 pages

Indivisual Assignment - LAB

The document is a notice for the 25th Annual General Meeting of XYZ Pvt Ltd to be held on May 25th, 2021. The notice includes the agenda items of replacing 6 retiring directors, appointing a new statutory auditor, declaring a dividend of Rs 2 per share, ratifying the remuneration of cost auditors, and adopting a new article in the Articles of Association stating that the Chairman of the Board will always be the Chairman of General Meetings. Notes provide instructions for members/proxies attending the meeting. An explanatory statement provides context for the proposed changes to the Articles of Association to comply with the Companies Act, 2013.

Uploaded by

Prikshit Choudhary
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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NOTICE FOR 25TH ANNUAL GENERAL MEETING

XYZ Pvt. Ltd.


((Registered Office: 32, Floor 10, ABC Tower, PQR Road, Delhi

Notice is hereby given that the 25th Annual General Meeting of the members of the XYZ
Ltd will be held on 25th May 2021, at Kamani Auditorium, 1, Copernicus Marg, Opposite
Doordarshan Bhavan, Mandi House, New Delhi (11001), at 11.00 AM for the transaction
of following businesses: -

Ordinary Business:
1) Replacement of 6 Directors namely A, B, C, D, E and F who are liable to retire by
rotation.
2) Resolved that pursuant to the provisions of Section 139 of the Companies Act, 2013 and
other applicable provisions, and rules made thereunder as amended from time to time,
NMK & Partners LLP, is hereby appointed as statutory auditor of the company to hold
office from the conclusion of this annual general meeting, at such remuneration and out
of pocket expenses and taxes as applicable as may be decided between the board of
directors and statutory auditor.
3) To declare dividend of Rs 2/- per share.
4) Ratification and Confirmation of remuneration of Cost Auditors for the financial year
To consider and if thought fit, to pass the following resolution as an Ordinary
Resolution:
Resolved that pursuant to the provisions of Section 148 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules,
2014 [including any statutory modification(s) or re-enactment thereof for the
time being in force], the remuneration payable to M/s JKL & Associates, Cost
Accountants, appointed by the Board of Directors to conduct the audit of the
cost records pertaining to cost activities of the Company for the financial year
ended on 31st March 2021, amounting to Rs. 20000 plus applicable taxes and
reimbursement of out-of-pocket expenses, if any, be and is hereby ratified and
confirmed.

XYZ Pvt. Ltd


R e g d . O ffi c e X X , A d d r e s s L i n e 1 , A d d r e s s L i n e 2 , C i t y , S t a t e – P i n c o d e
Tel: +91 XXXXXXXXXX || Fax: +91 XXXXXXXXXX
Website: www.xyz.com
E-mail ID: [email protected]
NOTICE FOR 25TH ANNUAL GENERAL MEETING

XYZ Pvt. Ltd.


((Registered Office: 32, Floor 10, ABC Tower, PQR Road, Delhi

Further Resolved that the approval of the company be accorded to the Board of
Directors of the Company to do all such acts, deeds, matters and things and to
take all such steps as may be required in this connection including seeking all
necessary approvals to give effect to this Resolution and to settle any questions,
difficulties or doubts that may arise in this regard.

Special Business:
5) Resolved that pursuant to the provisions of Section 14 of the Companies Act, 2013
(including any re-enactment(s) and modification(s) made there under, if any, for the
time being in force), new article “ The Chairman of the Board will always be the
Chairman of all the General Meetings of the Company” after Article no. 4 of Articles of
Association be and is hereby approved and adopted as the Articles of Association of the
Company in total exclusion, substitution and superseding of the existing Articles of
Association of the Company.

Delhi
For XYZ Ltd
15th April 2021

Mr. P,

Company Secretary

XYZ Pvt. Ltd


R e g d . O ffi c e X X , A d d r e s s L i n e 1 , A d d r e s s L i n e 2 , C i t y , S t a t e – P i n c o d e
Tel: +91 XXXXXXXXXX || Fax: +91 XXXXXXXXXX
Website: www.xyz.com
E-mail ID: [email protected]
NOTICE FOR 25TH ANNUAL GENERAL MEETING

XYZ Pvt. Ltd.


((Registered Office: 32, Floor 10, ABC Tower, PQR Road, Delhi

Notes:
1) A member entitled to attend and vote at the annual general meeting may appoint a
proxy to attend and vote on his behalf. A proxy need not to be a member of the
Company.
2) Proxies, in order to be effective, must be submitted at the registered address of the
company, not less than forty-eight hours before the commencement of the annual
general meeting.
3) Corporate members are required to send a certified copy of the board resolution,
pursuant to section 113 of the Companies Act, 2013, authorising their representatives to
attend and vote at the annual general meeting.
4) Members/proxies/authorised representatives should bring the duly filed attendance slip
enclosed with the notice of annual general meeting to attend the meeting.
5) Explanatory statement, pursuant to section 102 of the Companies Act, 2013, relating to
the special business to be transacted at this annual general meeting, is annexed.

Explanatory Statement as annexed to the notice of annual general meeting:

Item No. 5
In view of the notification of Companies Act, 2013 and rules there under and partial
repeal of Companies Act, 1956, various articles in the existing Articles of Association
necessitate amendment and/or alteration in order to reflect inter–se, various provisions
of the Companies Act, 2013 and rules made thereunder. Thus, it is proposed to adopt
new set of Articles of Association of the company and as per the provisions of Section 14
of the Companies Act, 2013, alteration in Articles of Association of the Company

XYZ Pvt. Ltd


R e g d . O ffi c e X X , A d d r e s s L i n e 1 , A d d r e s s L i n e 2 , C i t y , S t a t e – P i n c o d e
Tel: +91 XXXXXXXXXX || Fax: +91 XXXXXXXXXX
Website: www.xyz.com
E-mail ID: [email protected]
NOTICE FOR 25TH ANNUAL GENERAL MEETING

XYZ Pvt. Ltd.


((Registered Office: 32, Floor 10, ABC Tower, PQR Road, Delhi

requires approval of shareholders of the Company by way of Special Resolution and


hence placed for seeking approval of shareholders. Copy of existing and amended
Articles of Association of the Company will be available for inspection by members
during business hours at the registered office of the Company till the date of Extra
Ordinary General Meeting. None of the Directors, Manager, Key Managerial
Personnel(s) and their relatives are concerned or interested in the above resolutions.
Your Board recommends passing of this resolution for amendment of Memorandum of
Association of the Company by way of Special Resolution.
Delhi
For XYZ Ltd
15th April 2021

Mr. P,

Company Secretary

XYZ Pvt. Ltd


R e g d . O ffi c e X X , A d d r e s s L i n e 1 , A d d r e s s L i n e 2 , C i t y , S t a t e – P i n c o d e
Tel: +91 XXXXXXXXXX || Fax: +91 XXXXXXXXXX
Website: www.xyz.com
E-mail ID: [email protected]

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