Under Section 102 Companies Act 2013, a statement (EXPLANATORY STATEMENT) annexed to the notice calling a general meeting shall set out:
Aonly the date and time of the meeting, with no further information being required (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102)
Bonly the auditor's qualified opinion on financial statements for the year (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102)
Conly the company's profits in the last financial year, no other matters (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102) (cf. Companies Act 2013, Section 102)
Dthe nature of concern or interest, financial or otherwise, if any, of every director, manager or KMP and his relatives; (b) other material facts concerning each item of SPECIAL business — to enable members to understand the meaning, scope and implications, and take an informed decision
Answer & Solution
Correct answer: D. the nature of concern or interest, financial or otherwise, if any, of every director, manager or KMP and his relatives; (b) other material facts concerning each item of SPECIAL business — to enable members to understand the meaning, scope and implications, and take an informed decision
1. Section 102(1) Companies Act 2013: '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 items, 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.'
2. The explanatory statement is needed for SPECIAL business (Section 102(2) distinguishes ordinary business — accounts, dividend, retirement of directors and auditors).
3. Default in disclosure can be remedied by indemnity by promoter / director who derived benefit.
4. Hence option B is correct.
_Source: Companies Act 2013 (Act 18 of 2013), Govt. of India MCA — Companies Act 2013, Section 102_
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