Notice to members under section 257 (1)

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Querist : Anonymous

Querist : Anonymous (Querist)

12 September 2012 Dear Friends

Do we have to send the candidature of directors or their consent letter received under 257 to all the members?

or their names are only sufficient to be intimated?

Ajay Mishra

Ajay Mishra (Expert)
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12 September 2012 Hi

It should be in notice format and will be send to all members individually.

Querist : Anonymous

Querist : Anonymous (Querist)

12 September 2012 Thanks Sir, but my point is whether the letters received from such directors need to be enclosed mandatorily or just a mention of their names in notice will suffice?

Ajay Mishra

Ajay Mishra (Expert)
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12 September 2012 Hi

It is not mandatory to enclosed the consent letter of candidature for directorship with notice send to members.

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Querist : Anonymous

Querist : Anonymous (Querist)

12 September 2012 Great. Thanks a lot sir

Querist : Anonymous

Querist : Anonymous (Querist)

17 September 2012 Sir, what do we have to write in the notice.

Notice is hereby given that in terms of Section 257(1A) of the Companies Act, 1956, the company has received notices from the following persons proposing their candidature for the office of director of Co. in the ensuing Annual General Meeting of the company, which is scheduled on____

1. _________
2. _________

is thi sufficient?

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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04 August 2024 Under Section 257 of the Companies Act, 1956, when a company is notified of the candidature of individuals for the position of director at an Annual General Meeting (AGM), certain procedural requirements must be followed.

### Section 257 Overview

Section 257 of the Companies Act, 1956 deals with the appointment of directors other than those appointed by the Board. It stipulates that:

1. **Notice of Candidature**: A shareholder wishing to propose a candidate for the position of director must give notice to the company of such proposal, along with a notice of consent from the proposed candidate.
2. **Consent Letter**: The proposed candidate must provide written consent to act as a director if appointed.

### Requirements for Notice to Members

When you are preparing the notice to be sent to members about the candidates for directorship, you need to include the following:

1. **Names of Candidates**: Mention the names of the candidates who have been proposed.
2. **Consent Letter**: According to Section 257(1A), while it is not explicitly stated that the consent letters need to be enclosed with the notice, it is a good practice to mention that the consent letters have been received. This ensures transparency and provides assurance to the members that the candidates are willing to act as directors if elected.

### Draft Notice for Candidature

Here’s a template for the notice you can send to members, incorporating the necessary elements:

---

**[Your Company’s Letterhead]**

**NOTICE OF ANNUAL GENERAL MEETING**

**Date: [Date]**

**To,
The Members of [Company Name]**

**Sub: Notice of Candidature for Appointment of Directors**

Dear Members,

In accordance with Section 257(1A) of the Companies Act, 1956, the company has received notices from the following persons proposing their candidature for the office of Director of the company in the ensuing Annual General Meeting scheduled to be held on [Date of AGM]:

1. **[Name of Candidate 1]**
2. **[Name of Candidate 2]**

The company has also received written consent from these individuals to act as Directors, if appointed.

The details of the proposed candidates and their consents are available for inspection at the registered office of the company during working hours.

Please take this as a formal notice of their candidatures and kindly be present at the AGM to consider and vote on the appointment of the proposed directors.

Thank you.

**Yours faithfully,
[Your Name]
[Your Designation]
[Company Name]
[Company Address]**

---

### Key Points:

1. **Mention Consent**: It’s beneficial to state that the company has received the consent letters from the proposed candidates, even if you don't enclose them with the notice.
2. **Availability of Documents**: Indicate that the consent letters are available for inspection. This adds transparency and provides members with the opportunity to review the consent letters if they wish.

By following this format, you ensure compliance with Section 257 and provide the necessary information to the members regarding the proposed candidates for directorship.

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