EGM Notice Special Resolution Template

About this agreement

Title: Notice of Extraordinary General Meeting to Pass Special Resolution Format

Are you looking for a reliable Notice of Extraordinary General Meeting to Pass Special Resolution Format to convene shareholders efficiently? Our customizable legal template in PDF or Word format is ready to use for Indian companies under the Companies Act, 2013.

What is a Notice of Extraordinary General Meeting to Pass Special Resolution?

A Notice of Extraordinary General Meeting (EGM) to Pass Special Resolution is a formal document issued by the Board of Directors to shareholders, announcing an EGM specifically called to pass a special resolution. Under Section 102 of the Companies Act, 2013, special resolutions require at least 75% majority approval and are needed for significant corporate actions like altering the Memorandum or Articles of Association, approving buybacks, or issuing shares with differential rights. This notice ensures compliance with statutory requirements, providing clear details on the meeting and resolutions.

Why is it Important?

Issuing a proper Notice of Extraordinary General Meeting to Pass Special Resolution Format is crucial for legal validity. Failure to provide 21 clear days' notice (or shorter with consent) can invalidate resolutions, leading to regulatory penalties from the Ministry of Corporate Affairs (MCA) or challenges in court. It promotes transparency, protects shareholder rights, and facilitates smooth decision-making in urgent matters outside regular AGMs. In India, this format adheres to Secretarial Standard-2 (SS-2) issued by ICSI, making it indispensable for private and public limited companies.

Key Elements of the Notice Format

Our Notice of Extraordinary General Meeting to Pass Special Resolution Format includes all essential sections:

Company Details: Registered office, CIN, and contact information.
Meeting Particulars: Date, time, venue (physical, virtual, or hybrid as per MCA guidelines).
Agenda Items: Detailed special resolution(s) with full text.
Explanatory Statement: Under Section 102(1)(i), explaining the reason, material facts, and director interests.
Proxy and Voting Instructions: Details on e-voting via NSDL/CDSL.
Contact for Queries: Designated person for clarifications.
Signature: By authorized director or company secretary.

These elements ensure the notice is comprehensive and court-ready.

Who Should Use This Format?

This legal template is ideal for:

Directors and Company Secretaries of Pvt Ltd, Ltd, or Section 8 companies.
Businesses undergoing mergers, amalgamations, or capital restructuring.
Startups seeking investor approvals for ESOPs or preferential allotments.
Any entity requiring special resolutions outside AGM cycles, common in civil corporate disputes or business expansions.

Download Your Ready-to-Use Template Now

Get instant access to our free downloadable Notice of Extraordinary General Meeting to Pass Special Resolution Format in editable Word or PDF. Customize it effortlessly with AI tools or professional legal help for your specific needs. Perfect for quick compliance in India!

Customization and Legal Advice

While our ready-to-use, customizable legal template saves time, tailor it to your company's bylaws. Always consult a qualified Company Secretary or lawyer for personalized advice to meet court or ROC requirements. Explore related formats like Ordinary Resolution Notice, Board Meeting Notice, or AGM Notice for complete corporate governance solutions.

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NOTICE OF EXTRAORDINARY GENERAL MEETING TO PASS SPECIAL RESOLUTION

Non-Judicial

NOTICE OF EXTRAORDINARY GENERAL MEETING TO PASS SPECIAL RESOLUTION

X Y Co. Ltd.

???.???.

Notice is hereby given that an Extraordinary General Meeting of the Company will be held at the ???. Sabhagar . ...............on ......???. ,???.th???.20???.at???.P.M. whereat the following Resolutions shall be proposed as Special Resolutions of the company and adopted as such if thought fit with or without modification.

Resolution

"RESOLVED that pursuant to section 309 and other applicable provisions of the Companies Act, 1956 and subject to approval of the Central Government under section 269 and to such modifications or changes which may be made or required by the Central Government, consent of the company be and hereby accorded to the appointment of Shri ...................as the Managing Director of the Company for a period of 5 years with effect from???.upon the remuneration and terms and conditions as set out in the agreement, a draft whereof is placed before the meeting and initialled by the Chairman of the Board of Directors for the purpose of identification.

FURTHER RESOLVED that subject to the approval of the Central Government under section 269(3) read with section 198(4) of the Companies Ac t, the aforesaid remuneration be paid to Shri???.as minimum remuneration notwithstanding that the Company may have no profits or its profits may be inadequate in any financial year of the Company during his term of office as the Managing Director.

AND RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds and things as may be necessary or expedient for giving effect to this Resolution."

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

The previous Managing Director Shri???.desired not to be re-appointed as Managing Director for a further period of ???.years due to his personal reasons, the Company had to appoint Managing Director for its business. The ssignment to select a suitable person for the post of Managing Director of the Company was given to M/s. .................... Consultants, who have recommended two names for the post, out of which the Company appointed Shri ???.as the Managing Director, subject to the consent of the Company in General Meeting and approval of the Central Government, if required.

The remuneration expected by Shri???.and accepted by the Board of Directors is higher than the remuneration payable in accordance with Part II of the Schedule XIII of Companies Act, 1956 and therefore the approval of the Central Government for the appointment of Shri as Managing Director of the Company will be necessary.

3. The remuneration payable to the Managing Director and the terms/conditions of his appointment are as under:

Salary

Rs. 25,000 per month including all allowances.

Commission

Commission at the rate of 1 % of the net profits of the Company calculated in the manner laid down in section 309(5) of the Companies Act, 1956.

Accommodation

Free use of furnished residential accommodation owned by the Company

Medical Reimbursement

Reimbursement of medical expenses for self and family members incurred and benefit of Group Insurance Scheme, subject to a ceiling of one month's salary in a year.

Leave Travel Concession

Leave Travel Concession for self and family members once a year to and from any place in India.

Club Fees

Cost of membership fees to two such Clubs as the Board may decide.

Personal Accident Insurance
Personal Accident Insurance of an amount, the annual premium of which does not exceed Rs. 1,000.
Contribution to Provident Fund Gratuity

and Contribution @ 10% of the salary to th provident fund, shall also be entitled to

gratuity at the rate of half a month's salary for each completed year of service, subject to a ceiling of Rs. 1,00,000.

Car

Free use of motor car with services of a driver for business and personal purposes.

Telephone

Free telephone facility at residence.

Terms/Conditions of Appointment

The terms and conditions of appointment of Shri???. Managing Director of the Company are set out in the draft agreement and the salient features of the same are as under:

(i) The Managing Director shall devote whole of his time to the business of the Company and shall use his best endeavours to promote the interests of the Company. He shall not disclose any trade secrets or information relating to the customers of the Company to any person or persons.

(ii) The Managing Director will exercise and carry out all such powers and duties which are conferred or imposed by the Board of Directors of the Company. He will act subject to the Superintendence, Control and direction of the Board and he will be responsible for the business and affairs of the Company.

(iii) The Managing Director will not directly or indirectly engage in other business, occupation, or employment whatsoever. Nor he shall hold the office of Director of any other Company or directly or indirectly subscribe, acquire, hold or deal in any shares of the Company or of any other Company carrying on a similar business.

(iv) The Managing Director shall be entitled to six weeks leave with full salary. However, he shall not be entitled to take continuous leave of three weeks,

(v) If the Managing Director shall at any time be incapacitated due to illness or otherwise from performing his duties as such for three consecutive months or if he become unfit to hold the office in the opinion of Board of Directors, then the Company may terminate the appointment by three months' notice in writing or a sum equivalent to three months' salary in lieu of notice.

(vi) The Managing Director may also resign from his office by giving six months' notice to the Company in writing.

Shri???.is highly qualified and having wide business experience in the field of marketing, production and management. His bio-data is as under:

(i) Name : Mr . ........................................................

(ii) Age and Date of Birth : ???.years . ???.

(iii) Educational Qualification : M. Com., LL.B.,

(iv) Professional Qualification : B.E.(Mech.), M.B.A. (Oxford), Diploma

in Personnel Management, A.M.I.E.

(v) Experience : (i) Worked as???.in ???.

from???.to???.

(ii) Worked as???.in ???.

from ???.to ???.

(iii) Worked as???.in???.

from ???.to???.

(iv) Worked as???.in ???.

from???.to ???.

The remuneration proposed to be paid to Shri???.during his term ofoffice including the minimum remuneration is required to be approved by the Company in General Meeting by Ordinary Resolution in terms of section 309 read with section 198 of the Companies Act, 1956.

The Board of Directors recommend the passing of the ordinary Resolution contained in item No ???.of the Agenda of the attached notice for the above purpose.

No Director, other than Shri???.is interested in the passing of the above resolution.

The draft agreement to be executed between the Company and the Managing Director is kept at the registered office of the Company and open for inspection for members during business hours on any working day upto and including the date of Annual General Meeting.

By Order of the Board of Directors

.............20???. Secretary

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Important Guidelines

Guidelines for Drafting a Notice of Extraordinary General Meeting to Pass Special Resolution:

Header Information: Clearly state the company's name, registration details, and the purpose of the notice ? convening an Extraordinary General Meeting (EGM) to pass a special resolution.

Meeting Details: Include the date, time, and venue of the EGM. If the meeting is virtual, provide the necessary login details or platform information.

Agenda: Clearly outline the agenda items, emphasizing the special resolution to be discussed. Include a brief explanation or background for members' understanding.

Resolution Wording: Present the wording of the special resolution precisely and unambiguously. Ensure alignment with legal requirements and company bylaws.

Voting Process: Specify the voting process, whether it will be done in person, by proxy, or through electronic means. Include details on the required majority for passing the special resolution.

Common Mistakes to Avoid:

Inadequate Notice Period: Ensure compliance with the statutory notice period. Failing to provide sufficient notice may invalidate the meeting and its resolutions.

Unclear Language: Use clear and easily understandable language. Ambiguities or jargon may lead to misunderstandings among the members.

Omission of Key Information: Include all essential details, such as the purpose of the special resolution, any relevant documents, and the implications for the company.

Failure to Include Proxy Form: If applicable, attach a proxy form allowing members to appoint someone to vote on their behalf. Failure to include this may limit members' participation.

Ignoring Electronic Participation: If the meeting allows electronic participation, clearly outline the procedures for virtual attendance and voting to avoid confusion.

By following these guidelines and avoiding common mistakes, the Notice of Extraordinary General Meeting becomes a well-crafted document, ensuring transparency and compliance with legal requirements.

Frequently asked questions

What is a Notice of Extraordinary General Meeting to Pass Special Resolution?→

This legal notice in India is issued by a company to convene an Extraordinary General Meeting (EGM) for shareholders to pass a special resolution, as required under Section 114 of the Companies Act, 2013. It includes details like date, time, venue, and agenda.

Is this notice legally valid in India?→

Yes, this notice template complies with the Companies Act, 2013, and Secretarial Standards (SS-2) issued by ICSI, making it legally enforceable in India when properly issued with required notice period.

Do I need to pay stamp duty on this EGM notice?→

No stamp duty is generally required on notices of general meetings in India, as per the Indian Stamp Act, 1899. However, verify with state-specific stamp laws if any instrument is attached.

In what format can I download this notice?→

Download this notice in editable Word or print-ready PDF format for easy use in your company proceedings in India.

Can I customize or edit this notice template?→

Yes, this customizable Word template allows editing company name, date, agenda, and other details to suit your specific special resolution needs in India.

When and who should use this notice in India?→

Company directors or secretaries should use this when calling an EGM to pass special resolutions, such as altering Memorandum/Articles of Association, under Companies Act, 2013.