STEP 8 OF 11Part of the Director Appointment Document Set

Sections 101, 102 & 152 and Secretarial Standard SS-2•Version v1.0•Law as at 2026-11-07

General Meeting Notice & Sec 102 Explanatory Statement Format (Companies Act, 2013)

Download Verified Drafting TemplateBookman Old Style 12pt with statutory placeholders

Who Signs:By Order of the Board (Director / Company Secretary)

When Needed / Filed:Served to members at least 21 clear days before the General Meeting

Specimen Format (Complete Text)

Draft template for reference

GENERAL MEETING NOTICE AND SECTION 102 EXPLANATORY STATEMENT - REGULARISATION OF DIRECTOR [On the Letterhead of the Company] NOTICE OF [ANNUAL GENERAL MEETING / EXTRAORDINARY GENERAL MEETING] Notice is hereby given that the [__] [Annual General Meeting / Extraordinary General Meeting] of the members of [COMPANY NAME] will be held on [Day], [Date] at [Time] at [Venue / through video conferencing] to transact the following business: SPECIAL BUSINESS 1. Appointment of [Name of appointee] as a Director of the Company: To consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, and Article [__] of the Articles of Association of the Company, [Name of appointee] (DIN: [________]), who was appointed as an Additional Director of the Company by the Board of Directors with effect from [Date of Board appointment] pursuant to Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received consent in Form DIR-2 and intimation in Form DIR-8 to act as Director, be and is hereby appointed as a Director of the Company, [liable / not liable] to retire by rotation." "RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby severally authorised to file Form DIR-12 with the Registrar of Companies and to do all such acts, deeds and things as may be necessary for giving effect to the above resolution." By Order of the Board For [COMPANY NAME] ______________________ [Name] Director / Company Secretary DIN: [________] Date: [Date] Place: [Place] EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 1: [Name of appointee] was appointed as an Additional Director of the Company by the Board of Directors with effect from [Date], pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Article [__] of the Articles of Association of the Company. Under Section 161(1), [Name of appointee] holds office up to the date of the forthcoming Annual General Meeting. Brief profile: [Name], aged [__], is [qualification / experience summary]. He holds [__] shares of the Company [or: He does not hold any shares of the Company]. He is a director in the following other companies: [list / None]. His consent in Form DIR-2 and intimation in Form DIR-8 have been received and are available for inspection at the Registered Office during business hours up to the date of the meeting. Except [Name of appointee] and his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 1. The Board recommends the Ordinary Resolution set out at Item No. 1 for approval of the members.

Common Compliance Mistakes

Failing to give 21 "clear" days notice

Risk: Risk of the entire AGM / EGM proceedings being challenged as invalid

Correct procedure: Exclude the date of dispatch and the date of the meeting, plus 48 hours if sent by post, when computing the 21 clear days.

Omitting Section 102 statutory disclosures regarding director interest

Risk: Section 102 penalty on every promoter, director, manager or other key managerial personnel in default

Correct procedure: Include explicit declaration in the explanatory statement specifying whether any other director is interested in the appointment.

Frequently Asked Questions

What is the required notice period for an AGM or EGM?

Under Section 101(1) of the Companies Act, 2013 and ICSI SS-2, a general meeting requires not less than 21 clear days notice in writing or through electronic mode to all members, legal representatives, and auditors.

Is an explanatory statement under Section 102 mandatory for director regularisation?

Yes. Regularisation of an Additional Director is considered special business under Section 102(2)(a). An explanatory statement annexing the appointee qualifications, experience, terms, and interest of directors must accompany the notice.

Can shareholders approve the regularisation at shorter notice?

Yes, under Section 101(1), general meetings may be called after giving shorter notice if consent in writing or electronic mode is accorded by not less than 95% of members entitled to vote at such meeting.

Step 7: Receive Form MBP-1 & Update Statutory Registers Step 9: Hold General Meeting & Pass Ordinary Resolution