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CMA Final · Corporate and Economic Laws · Board of Directors and Key Managerial Personnel

Under Section 102, which item of business at an annual general meeting is NOT deemed special business requiring an explanatory statement?

Declaration of a dividend is not special business at an AGM. Section 102(2)(a) lists it as ordinary business, along with financial statements, retiring directors' replacement and auditors' appointment and remuneration. Other items, such as managing director remuneration, are special and need an explanatory statement.

  1. AAppointment of a director other than one retiring
  2. BDeclaration of a dividendCorrect
  3. CFixing of remuneration of the managing director
  4. DApproval of a related party contract

Explanation

Under Section 102(2)(a), at an AGM all business is special except consideration of financial statements and reports, declaration of dividend, appointment of directors in place of those retiring, and appointment and remuneration fixing of auditors. Declaration of dividend is therefore ordinary business. The other three items are special business and need a statement.

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