a statement with reasonable prominence that a member entitled to attend and vote is entitle to appoint a proxy to attend and vote instead of himself and that a proxy need not be a member; and

an explanatory statement setting out all material facts concerning each item of special business in accordance with Section 173 of the Act to be transacted at the meeting including in particular, the nature of concern, or interest if any, therein of every Director and the Manager, 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 Director and the Manager of the Company shall be set out in the explanatory statement if the extent of such shareholding interest is not less than 2% of the paid-up capital of that other Company; provided further where any item of business to be transacted at the meeting of the Company consists of according the approval of the meeting to any document the time and place where such document can be inspected shall be specified in the explanatory statement.

81.       Manner of service of notice
Notice of every meeting shall be given to every member of the Company in any manner authorized by Sub-Section (1) to (4) of Section 53 of the Act and by these Articles.

82.       Notice to joint holders
In case of joint-holders, all notices shall be addressed and given to the holder whose name appears first in the Register of members and the notice so given shall be sufficient notice to all the joint-holders.

83.       As to omission to given Notice

Notice to members of the Company will be served in the manner prescribed in Article 79.

The accidental omission to give notice of any meeting to or the non-receipt of any notice by any member or other person to whom it should be given shall not invalidate the proceedings at the meeting or the resolution passed thereat as per the provisions of Section 172(3) of the Act.

84.       Notice for a General Meeting of the Company

A general meeting of the Company may be called by giving not less than 21 days’ notice in writing.

A general meeting may be called after giving shorter notice than specified above, if consent is accorded thereto:

in the case of an Annual General Meeting by all the members entitled to vote thereat; and

in case of any other meeting, by members of the Company holding not less than 95 percent of such part of the paid-up capital of the Company as gives a right to vote at the meeting.  Provided that where any members of the Company are entitled to vote only on some resolution to be moved at a meeting and not on the others, those members shall be taken into account for the purpose in respect of the former resolution or resolutions and not in respect of the latter.

The Board may, after giving not less than seven days previous notice by advertisement in some newspaper circulating in the district in which the Registered of the Company is situated, close the Register of members or the Register of debenture-holders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding thirty days at any one time.

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