Section 102 — Statement to be annexed to notice

(1) A statement setting out the following material facts
concerning each item of special business to be transacted at a general meeting, shall be annexed to the
notice calling such meeting, namely:—
(a) the nature of concern or interest, financial or otherwise, if any, in respect of each items of—
(i) every director and the manager, if any;
(ii) every other key managerial personnel; and
(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) any other information and facts that may enable members to understand the meaning, scope and
implications of the items of business and to take decision thereon.
(2) For the purposes of sub-section (1),—
(a) in the case of an annual general meeting, all business to be transacted thereat shall be deemed
special, other than—
(i) the consideration of financial statements and t he reports of the Board of Directors and
auditors;
(ii) the declaration of any dividend;
(iii) the appointment of directors in place of those retiring;
(iv) the appointment of, and the fixing of the remuneration of, the auditors; and
(b) in the case of any other meeting, all business shall be deemed to be special:
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 promoter,
director, manager, if any, and of every other key managerial personnel of the first mentioned company shall,
if the extent of such shareholding is not less than two per cent. of the paid-up share capital of that company,
also be set out in the statement.

(3) Where any item of business refers to any document, which is to be considered at the meeting, the
time and place where such document can be inspected shall be specified in the statement under sub-
section (1).
(4) Where as a result of the non-disclosure or insufficient disclosure in any statement referred to in sub-
section (1), being made by a promoter, director, manager, if any, or other key managerial personnel, any
benefit which accrues to such promoter, director, manag er or other key managerial personnel or their
relatives, either directly or indirectly, the promoter, director, manager or other key managerial personnel,
as the case may be, shall hold such benefit in trust for the company, and shall, without prejudice to any
other action being taken against him under this Act or under any other law for the time being in force, be
liable to compensate the company to the extent of the benefit received by him.