Om Ltd. served a notice of General Meeting upon its members. The notice stated that the following resolutions will be considered at such meeting:…

(a) Under section 102 (2) (b) of the Companies Act, 2013, in the case of any meeting other than an Annual General Meeting, all business transacted thereat shall be deemed to be special business. Further, under section 102 (1) , 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. The information about the amount is also a material fact that may enable members to understand the meaning and implication of items of business to be transacted and to take decision thereon. Section 102 also prescribes ordinary businesses for which explanatory statement is not required. Part (i) of the question relating to increase in the Authorized Capital falls under special business and hence in the absence of amount of proposed increase of share capital, the notice will be treated as invalid. Part (ii) is an ordinary business and hence explanatory statement is not required. However, considering the two resolutions mentioned in the question are to be passed in the same meeting, notice of the meeting is invalid. Thus, the objection of the shareholder is valid since the details on the item to be considered are lacking. The information about the amount is a material fact with reference to the proposed increase of authorized share capital and remuneration of Mr. Pramod as the auditor. The notice is, therefore, not a valid notice under Section 102 of the Companies Act, 2013.