Companies Act, 1956
Sec 173 -
Explanatory statement to be annexed to notice.
(1) For the purposes of this section
(a) in the case of an annual general meeting,
all business to be transacted at the meeting shall be deemed special, with the
exemption of business relating to
(i) the consideration of the accounts, balance
sheet and the reports of the Board of directors and auditors,
(ii) the declaration
of a dividend,
(iii) the appointment of directors in the
place of those retiring, and
(iv) the appointment of, and the fixing of the
remuneration of, the auditors ; and
(b) in the case of any other meeting, all
business shall be deemed special.
(2) Where any items of business to be
transacted at the meeting are deemed to be special as aforesaid, there shall be
annexed to the notice of the meeting a statement setting out all material facts
concerning each such item of business, including in particular the nature of
the concern or interest, if any, therein, of every director and the manager, if
any :
Provided that where any item of special business
as aforesaid to be transacted at a meeting of the company relates to, or
affects, any other company, the extent of shareholding interest in that other
company of every director and the manager, if any, of the first-mentioned
company shall also be set out in the statement if the extent of such
shareholding interest is not less than twenty per cent of the paid-up share
capital of that other company.
(3) Where any item of business consists of the
according of approval to any document by the meeting, the time and place where
the document can be inspected shall be specified in the statement aforesaid.