Template Description

This notice template is designed for obtaining Shareholder approval to hold Meetings on shorter notice than the standard period required by law, under The Companies Act, 2013. It is a 1-page MS Word document. This notice is mandatory for Companies and other organizations that need to hold the Shareholder meetings on shorter notice. The intended audience includes Company Directors, Shareholders, Legal Professionals, and Company Secretaries.

Understanding the Concept of Shorter Notice Consent

What is Shorter Notice?

A notice period shorter than the statutory 21 days, if consent is received from the shareholders holding at least 95% of the voting share capital.

Procedure for Holding an EOGM / AGM on Shorter Notice:

• Obtaining Consent from Other Shareholders: To proceed with the EOGM / AGM at shorter notice, consent must be obtained from shareholders holding at least 95% of the voting share capital. This consent should clearly state the shareholder's details, the number of shares held, and their explicit agreement to the shorter notice.

• Issuance of Notice: The company must issue a notice for the EOGM / AGM to all shareholders, directors, and auditors. This notice will specify the agenda of the meeting and the reduced notice period agreed upon.

• Explanatory Statement: For any special business to be transacted at the EOGM / AGM, an explanatory statement must be annexed to the notice, explaining the nature of the business, the interest of any directors or managers, and the impact on the company.

• Quorum for EOGM / AGM: A quorum, as per the Act, must be present. For private companies, two members are usually sufficient, while public companies may require more.

• Conducting the EOGM / AGM: On the day of the meeting, the EOGM / AGM is conducted following the agenda outlined in the notice. The meeting is chaired by the appointed individual, and decisions are made through voting, as per the provisions of the Companies Act.

• Filing with Registrar of Companies: Any special resolution passed at the EOGM / AGM must be filed with the Registrar of Companies (ROC) in e-Form MGT-14 within 30 days of passing the resolution.

• Post-Meeting Compliance: The minutes of the meeting must be circulated to the members within 15 days after the meeting.

Conclusion

This template provides a standardized format for shareholders to grant consent for holding an EOGM / AGM on shorter notice, ensuring compliance with Section 101(1) of the Companies Act, 2013. Properly obtaining and documenting this consent is crucial for the validity of the EOGM / AGM, particularly when urgent decisions need to be made. The notice essential for companies needing to expedite decision-making processes with the consent of their shareholders.