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Section 173 – The Companies Act,1956

The Companies Act, 1956

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 businesses to be transacted at the meeting shall be deemed special, with the exception 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 1[the nature of the concern or interest], if any, therein or every director 2[***] and the manager, if any:

3[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 2[***] 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.


1. Subs. by Act 65 of 1960, sec. 46, for “the nature and extent of the interest” (w.e.f. 28-12-1960).

2. The words “, the managing agent, if any, the secretaries and treasurers, if any,” omitted by Act 53 of 2000, sec. 74 (w.e.f. 13-12-2000).

3. Ins. by Act 65 of 1960, sec. 46 (w.e.f. 28-12-1960).

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The Companies Act, 1956

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