Format of Resolution under Section 20 of Companies Act 2013

Document(s) may be served on any member/shareholder of a Company - by sending it to him by post or by registered post or by speed post or by courier or by delivering at his office or address, or by such electronic or other mode as may be prescribed under the Companies Act, 2013 and rules made thereunder. [Refer: Section 20(2) of the Companies Act, 2013]

A member may request for delivery of any document through a particular mode, for which he shall pay such fees as may be determined by the company in its annual general meeting. As there is no specific requirement for special resolution for this purpose, an ordinary resolution shall be sufficient for this at the AGM.

The following specimens / templates of such ordinary resolutions can be referred while drafting the resolutions.

SAMPLE #1 (Charges at actuals only)

#. Levy of Charges for delivery of any document to member through a particular mode requested by such member.

To consider and determine the fees for delivery of any document through a particular mode of delivery to a member and in this regard, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 20 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), the consent of the members be and is hereby accorded to charge from the member such fees equivalent to the estimated actual expenses of delivery of the documents to members through a particular mode requested by such member.

RESOLVED FURTHER THAT such requests by members along with requisite estimated fees shall be duly received by the Company at least ...days in advance of dispatch of documents by the Company to the shareholders.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the directors and key managerial personnel of the Company be and is hereby severally authorized to do all acts, deeds, matters and things as may be necessary, proper or desirable or expedient to give effect to the foregoing resolution.”

............................................................

SAMPLE #2 (Charges at actuals plus additional fee)

#. Levy of charges for delivery of any document to member through a particular mode requested by such member.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to section 20 and other applicable provisions, if any, of the Companies Act, 2013 and relevant Rules prescribed thereunder, upon receipt of a request from a member for delivery of any document through a particular mode as chosen by him, an amount of Rs. ..../- (Rupees ............. Only) for each such document, over and above reimbursement of actual expenses incurred by the Company, be levied as and by way of fees for sending the document to him in the desired particular mode.

RESOLVED FURTHER THAT the estimated fees for delivery of the document shall be paid by the member in advance to the Company, before dispatch of such document.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Ms. ........................., Company Secretary of the Company be and is hereby authorized to do all such acts, deeds and things and to take all such steps as may be necessary.”

............................................................

SAMPLE #3 (Charges as may be decided by the Board of Directors)

#. Levy of charges for delivery of any document to member through a particular mode requested by such member.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 20 and any other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder (including any statutory amendment(s) thereto or re-enactment(s) thereof for the time being in force), authority be and is hereby given to the Board of Directors of the Company and/or any of the duly constituted Committee of the Board of Directors, to determine the fee to be charged from a member who requests delivery of any documents through a particular mode.

RESOLVED FURTHER THAT the estimated fees for delivery of the document shall be paid by the member in advance to the Company, before dispatch of such document.”

............................................................

Format of Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (modify it suitably as per your requirement)

As per the provisions of Section 20(2) of the Companies Act, 2013, a shareholder may request to the Company for any document through a particular mode, for which the shareholder shall pay such fees as may be determined by the Company in its annual general meeting.

Since the cost of providing documents may vary according to the mode of service, its weight and its destination, etc., therefore it is proposed that actual expense that may be borne by the Company for such dispatch will be paid in advance by the shareholder to the company

Since the Companies Act, 2013 requires the fees to be determined in the Annual General Meeting, the Board of Directors accordingly commend the Ordinary Resolution at item no. ... of the accompanying notice, for the approval of the members of the Company

None of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise in the Resolution set out at Item No. ....

Necessary documents in this regard are available for inspection by the Members at the registered office of the Company during business hours on any working day. Further, please refer point no. .... of the Notes to the Notice for this purpose.



............................................................

NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.