Revised Directors Report for 2024-25

[Arun Kumar Maitra]

Notice of the AGM has already been circulated.

Lot of corrections/modifications to be made in the Directors Report.

Can at this stage a revised Directors Report be approved by the board of directors through circular resolution?

[Deepanshu Mittal]

Dear Sir,

After dispatch but before AGM:

• The Board cannot unilaterally substitute the report by circular resolution.

• The correct procedure is to place the revised Directors’ Report before the AGM with an explanatory note to shareholders highlighting the corrections.

• Practically, companies often issue an addendum to the Directors’ Report and circulate it to members before the AGM (and also upload it on the website, if applicable).

  Since the Directors’ Report is a statutory document requiring authentication (Sec. 134(6)), any revision must be approved by the Board at a properly convened Board Meeting (not just a circular resolution).  

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Warm Regards, 

CS Deepanshu Mittal

Mob: 8130710162

Email: cs.deepan...@gmail.com