law: Companies Act, 2013 
  102.
  
    Statement
  
  to be annexed to notice.
  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:Ś
  a.     
  
    the
  
  nature of concern or interest, financial or otherwise, if any, in respect of
  
  each items ofŚ
                       
  
   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 );
  a.    
  
  
  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.
  1.     
  2.      For the purposes of
  
  sub-section (1 ),Ś
  a.     
  
    in
  
  the case of an annual general meeting, all business to be transacted thereat shall
  
  be deemed special, other thanŚ
                       
  
   i.        
  
    the
  
  consideration of financial statements and the reports of the Board of Directors
  
  and auditors;
                      
  
   ii.        
  
    the
  
  declaration of any dividend;
                     
  
   iii.        
  
    the
  
  appointment of directors in place of those retiring;
                     
  
   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 to be special:
  Provided
  
  that where any item of special business 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 promoter, director, manager, if any,
  
  and of every other key managerial personnel of the first mentioned company
  
  shall, if the extent of such shareholding is not less than two per cent. of the
  
  paid-up share capital of that company, also be set out in the statement.
  1.     
  2.     
  3.      Where any item of
  
  business refers to any document, which is to be considered at the meeting, the
  
  time and place where such document can be inspected shall be specified in the
  
  statement under sub-section (1 ).
  4.      Where as a result of
  
  the non-disclosure or insufficient disclosure in any statement referred to in
  
  sub-section (1 ), being made by a promoter, director, manager, if any, or
  
  other key managerial personnel, any benefit which accrues to such promoter,
  
  director, manager or other key managerial personnel or their relatives, either
  
  directly or indirectly, the promoter, director, manager or other key managerial
  
  personnel, as the case may be, shall hold such benefit in trust for the
  
  company, and shall, without prejudice to any other action being taken against
  
  him under this Act or under any other law for the time being in force, be
  
  liable to compensate the company to the extent of the benefit received by him.
  5.      If any default is made
  
  in complying with the provisions of this section, every promoter, director,
  
  manager or other key managerial personnel who is in default shall be punishable
  
  with fine which may extend to fifty thousand rupees or five times the amount of
  
  benefit accruing to the promoter, director, manager or other key managerial
  
  personnel or any of his relatives, whichever is more.