1.

Explain the essentials of notice of a meeting.

Answer»

Notice is an advance intimation given by the company informing the day, date, time, and place of meeting and business to be transacted at the meeting. It is given in writing to all those who are entitled to receive it. 

(i) Essentials of the notice of a meeting:

  • Nature and type of meeting. 
  • The exact day, date, time, and place of the meeting. 
  • The agenda of the meeting. 
  • A statement of a member entitled to attend the meeting and appoint a proxy. 
  • Any intention to pass a special resolution must be mentioned in the notice. 
  • Statutory note and explanation, if any special business is to be transacted.

(ii) Proper authority to send notice: The Board of Directors is the proper authority to send the notice. Under exceptional circumstances, members of the National Company Law Tribunal or Central Government may send a notice for the meeting.

(iii) Proper authority to receive notice:

  • All shareholders in case of the shareholders meeting. 
  • Auditors, in case of Annual General Meeting. 
  • The legal representative of the deceased or insolvent person. 
  • First name in Register of members, in case of joint holders. 
  • All directors in case of Board Meeting and General Meeting.

(iv) Period of Notice: In the case of a general meeting, notice must be sent 21 clear days before the actual meeting (day of sending and day of meeting are excluded). In the case of a Board meeting, 7 days’ notice is required.

(v) Modes of serving notice:

  • It can be sent either personally or by ordinary post at the registered address of the member in India. 
  • If no registered address in India, then it can be sent to the address, given by the members. 
  • It can be sent by registered post if requested by the member. Charges for the same are to be paid in advance. 
  • It is to be advertised in all leading newspapers, (English and regional language) where the registered office is situated. 
  • It can also be sent through electronic mode i.e. email.

(vi) A statement to be sent along with notice: In case any special business is to be transacted in the general meeting, an explanatory statement to that effect is to be annexed to the notice. 

(vii) Omission to give notice: If notice is not served to one or more members deliberately, the meeting stands invalid.



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