Corpdaily by CS Kartik Arora

                                                                  Case Study Case: Omissions in the explanatory statement annexed to the notice of the Extra-Ordinary General Meeting of the Company Governing Section: Section 102 of the Companies Act, 2013 In terms of the provisions of Section 102, a statement setting out the following material facts concerning each item of special business to be transacted at a general meeting shall be annexed to the notice calling such meeting, namely:— (a) the nature of concern or interest, financial or otherwise, if any, in respect of each item of— (i) every director and the manager, if any; (ii) every other key managerial personnel; and (iii) relatives of the persons mentioned in sub-clauses (i) and (ii); (b) any other information and facts that may enable members to understand the meaning, scope, and implications of the items of business and to take decision thereon. Further, in terms of sub-section 3 of Section 102, in case any

                                                               Case Study Case: Failure to furnish the proof of sending the notice of AGM and Balance Sheet to the Members by hand delivery/ordinary post. Governing Section: Section 136(1) of the Companies Act, 2013   As per the provisions of Section 136(1), a copy of the financial statements, auditor’s report, and other relevant documents which are required by law to be annexed or attached to the financial statements are required to be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, at least 21 (“Twenty One”) days before the date of the Annual General Meeting. Penal Section: Section 136(3) of the Companies Act, 2013. Penalty Imposed by the Adjudicating Officer: INR 17,500/- per financial year for which the default was committed. Abstract of the matter: In the given cas

  Case Study Case: Delay in the filing of Special Resolution for alteration of the objects clause of the Memorandum of Association (“MoA”) of the Company Governing Section: Section 117(1) of the Companies Act, 2013   As per the provisions of Section 117(1), Companies are required to file a copy of the resolution/agreement relating to matters specified in Section 117(3), along with the explanatory statement under Section 102 of the Companies Act, 2013, with the office of the Registrar of Companies within 30 (“thirty”) days of passing of the resolution. Penal Section: Section 117(2) of the Companies Act, 2013 In terms of the provisions of Section 117(2) of the Companies Act, 2013, if a Company fails to file the resolution/agreement which is required to be filed in terms of the provisions of Section 117(1), such Company shall be liable to a penalty of INR 10,000/- (Rupees Ten Thousand Only) and in case of continuing default, with a further penalty of INR 100/- (Rupees One Hun