ICAI Vijayawada

Notice and Directors’

Report

under

The Companies Act, 2013

CA. Jomon K. George
Chairman SIRC (2019-20)
Notice - Important Provisions

Section 101 : Notice of Meeting

Section 102 : Statement to be annexed to notice

Rule 18 & 19 of The Companies (Management and Administration)

Rules,2014.

Non E forms
Form MGT 11 - Proxy
Recent Developments

MCA General Circular 2/2022 dated 05.05.2022

Companies whose AGM falls due in 2022 can conduct their

AGM on or before 31st December 2022 through video
conferencing or Other Audio Visual Means (OAVM) in
accordance with para 3 & para 4 of General Circular No
20/2020 dated 05.05.2020
Notice - (Sec. 101)
Normal Notice : 21 Days Notice
(14 Days Notice for Sec 8 Companies)

Shorter Notice :
For cos having share capital
Consent of 95% Members entitled to vote (AGM)

Consent of majority number of members entitled to vote

representing not less than 95% of paid up capital

For cos not having share capital

Consent of Members having 95% of total voting power
Notice - (Sec. 101)

Serial No.., Day, date, time and venue of AGM

Proxy [MGT11] , Attendance Slip to be attached

Resolutions required to be given in the Notice

Notice - (Sec. 101)

In the case of an Annual General Meeting, the business to be

transacted at the Meeting should be divided into two parts –
Ordinary Business and Special Business. All business other than
Ordinary Business shall be Special Business.

However, in case of an Extra-Ordinary General Meeting, all business

shall be Special Business.

Each item of Special Business should be in the form of a Resolution

Notice - (Sec. 101)

Ordinary Resolutions are required to be passed by

simple majority, whereas Special Resolutions are
required to be passed by three–fourth (3/4th) majority.

In case of a Special Resolution, the Notice of the

Meeting should state that a particular Resolution is
proposed to be passed as a Special Resolution [Clause
(a) of sub-section (2) of Section 114 of the Act
Explanatory Statement (Sec 102)

Eg. Resolution for appointment of /remuneration to directors

Details like qualification, experience, etc. to be disclosed

Other Matters

Notes to AGM - E-voting, Proxy, Shorter Notice, etc.

Secretarial Standard - 2 gives detailed guidance

Boards Report - Important Provisions

Section 134 : Financial Statements, Board’s Report etc.

Rule 8 & 8A of The Companies (Accounts) Rules,2014

To contain :

Form MGT 9 : Abstract of Annual Return

Form AOC 2 : Disclosure of particulars of contracts and

arrangements entered into by the company with related parties
Contents- Small Cos & OPC

* the web address, if any, if AR is placed there

* number of meetings of the Board;

* Directors’Responsibility Statement as referred to in sub-

section (5) of section 134;
Contents- Small Cos & OPC

*detailsin respect of frauds reported by auditors under

sub-section (12) of section 143 other than those which
are reportable to the Central Government;

*explanations or comments by the Board on every

qualification, reservation or adverse remark or
disclaimer made by the auditor in his report;

*the state of the company’s affairs;

Contents- Small Cos & OPC

*Financial summary or highlights

*Material changes from the date of closure of the

financial year in the nature of business and their effect
on the financial position of the company

*Details of directors who were appointed or have

resigned during the year;
Contents- Small Cos & OPC

*Details or significant and material orders passed by the

regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

*Report of the Board shall contain the particulars of

contracts or arrangements with related parties referred
to in sub-section (1) of section 188 in the Form AOC-2.
Other Companies – Extra Items

*A statement on declaration given by independent

directors

*Explanations or comments by the Board on every

qualification, reservation or adverse remark or
disclaimer - Statutory and Secretarial Audit
*
*Particulars of Loans Guarantees and Investments
under Section186
Other Companies – Extra Items

• Amounts transferred to Reserves

• Amount of Dividend

• Material changes and commitments from

financial year end to which the financial
statements relate and the date of the report

• Conservation of energy, technology absorption,

foreign exchange earnings and outgo
Other Companies – Extra Items

* Remuneration Policy

* CSR policy developed and implemented by the company

initiatives taken during the year

* Developmentand implementation of risk management

policy along with risks threatening existence of
company

Formal annual Evaluation of Board’s performance

(listed and other public companies)
Other Companies – Extra Items

* the change in the nature of business, if any;

* thedetails of directors or key managerial personnel

who were appointed or have resigned during the
year;

*a statement regarding opinion of the Board with

regard to integrity, expertise and experience
(including the proficiency) of the independent
directors appointed during the year

* the names of companies which have become or

ceased to be its Subsidiaries, joint ventures or
associate companies during the year;
Other Companies – Extra Items

* Details relating to deposits

* Details of deposits which are not in compliance with the

requirements of Chapter V of the Act

* Detailsof significant and material orders passed by the

regulators or courts or tribunals impacting the going
concern status and company's operations in future;
Other Companies – Extra Items

*Details in respect of adequacy of internal financial

controls with reference to the Financial
Statements.

*Disclosure on Maintenance of Cost records as

specified by the Central Govt if any applicable to
the company and maintenance thereon
Other Companies – Extra Items

* On constitution of Internal Complaints Committee under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

* Detailsof application made or any proceeding pending under the

Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial year.

* Details of difference between amount of the valuation done at the

time of one time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons
thereof.
Directors Responsibility Statement

* Applicable accounting standards had been followed

* Accounting policies and applied them consistently

* Maintenance of adequate accounting records

* Going concern basis

* Internal financial controls – Listed Companies

* Proper systems to ensure compliance

Signing
*By the Chairperson of the company if he is
authorised by the Board

*where he is not so authorised, shall be signed by at

least two directors, one of whom shall be a
managing director.

*Must be approved by the Board - Section 179 (3)

Penalties

Section 134 (8)

For Company : Rs 3 Lakhs

For Officers : Rs 50,000/-

Jomon