Annex an explanatory statement for a resolution ?


An explanatory statement is required to be annexed to every notice calling a general meeting other than the annual general meeting, in respect of every resolution being a special business to be transacted thereat. In the case of all the businesses if they are to be transacted at an annual general meeting except the following :

(a) the consideration of the financial statements and the reports of the board of directors and auditors.

(b) the declaration of a dividend.

(c) the appointment of directors in the place of those retiring.

(d) the appointment of, and fixing of the remuneration of, auditors.

Set out all the material facts in the explanatory statement relating to the business concerned including among others, the nature of the concern or interest, financial or otherwise, if any, of every director and the manager, if there is one ; relatives of every director and key managerial personnel, manager and key managerial personnel.

Where any business relating to or affecting any other company is proposed, then the range of shareholding interest in every promoter of other company or any of the same persons of the proposed company. It shall also be mentioned in the explanatory statement unless such shareholding interest is less than 2% of the paid up capital of the other company.

In the explanatory statement the time and place where the document, if any, proposed for approval in the general meeting can be inspected.

The explanatory statement with a copy of the special resolution in e-Form with the concerned ROC within 30 days.

For any ordinary business required to be passed by a special resolution under the act, no explanatory statement is needed to be given.  The explanatory statement is required for special business irrespective of the fact whether such special business is to be passed by ordinary resolution or special resolution.

In case the explanatory statement is required to be prepared for annexing with the special resolution proposed to be passed  for purchase of a company’s own shares. The following in addition to the particulars needed to be given under the section 102(1) of the 2013 act.

(a) an complete and entire disclosure of all the materials facts.

(b) the need for the buy-back.

(c) the class of security is knowing to be purchased under the buy-back.

(d) the amount to be given under the buy-back.

(e) the time limit for completion of buy-back.

If your company is either a Private Limited Company or an Unlisted Public Company, and your company proposes to pass a special resolution for buy-back of its shares.


annex an explanatory statement for a resolution ?

If your company is a listed company then do the following :

(a) If your company propose to pass a special resolution for buy-back of its shares, ensure that the explanatory statement required to be prepared for annexing with the said special resolution contains additional disclosures as specified in schedule I to SEBI (Buy-back  of Securities ) Regulations, 1998.

(b) If your company proposes to pass a special resolution for issue of sweat equity shares to its employees or directors.

(c) If your company proposes to pass an ordinary resolution for issue of sweat equity shares to promoters, under regulation 6 of the said regulations then also ensure that the explanatory statement to be annexed to the notice for the general meeting pursuant to section 173 of the 2013 act contains disclosures as specified in the schedule to the said regulations.

If your company is having no profit or is having inadequate profits and wants to pay managerial remuneration to its managing director or manager or whole time director exceeding the limits of Rs.30 lakhs per annum.

If your company is an unlisted public company, the following general meeting includes:

(a) The sweat equity shares was validated by the board of directors of the company

(b) the justification/reasons for the issue.

(c) the class of shares  provided under  sweat equity shares.

(d) the company is named by the central government.

If your company is an unlisted company  the following general meeting contains :

(a) the issue of objects

(b) the entire shares or other securities to be issued

(c) the price or price band at within which the allotment is proposed

(d) the price along with report of the registered valuer.

(e)  the price has been arrived at relevant date.

(f) the following persons are support to offer directors or key managerial personnel, intention of promoters.

(g) the assignment shall be completed within the proposed time.

If your company is a listed company and is proposing under the Employees Stock Option Scheme (ESOS) contains the following information.

(a) the entire number of options to be granted.

(b) employees participate in the ESOS.

(c) needs of vesting and period of vesting.

(d) pricing formula or exercise price.

(e) process of exercise or exercise period

(f) every employee has an maximum number of options

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