The stated capital of a company is the sum of total of money received and and receivable to a company in respect of
- The issue of shares
- Invitation of subscribe
It is possible to reduce the stated capital by an amount required , by passing a special resolution
Meetings
In every company there are two types of meetings1. Directors meetings ( Board Meetings)
2. Share holders Meetings ( General Meetings)
1. Directors Meetings
Directors meetings can be convened whenever , the directors think it is necessary. Members cannot take part in the directors meetings . in these meetings decisions regarding the day to day management of the company are made. the article of the company is providing the guidelines for the directors meetings2. Share holders Meetings ( General Meetings )
there are two types of share holders meetingsa) Annual General Meeting (AGM)
b) Extra Ordinary General Meeting (EGM)
Regulations Pertaining to Holding Meetings:
1. As per companies Act, it is compulsory to send notice to all share holders.2. In the case of private companies and share holders and the case of other companies 3 share holders (including directors) will complete the required quorum
3.. Another person can be nominated by the share holder to attend the meeting on behalf
4. A share holder who has not paid what he should pay in return for shares cannot attend meetings
5.In the event of voting , one share holder has one vote if raising of hands is the methodology to cast the vote in the meeting
6 . In a secret ballet , one share as one vote
Types of meeting
Annual General Meeting
1. private or unlimited companies : not less than 15 days notice2. Other companies : not less than 15 days notice
3. Relevant section 135
Meetings to consider special resolutions or resolutions requiring special notice
1. Private or unlimited company: not less than 15 days2. Other companies ; Not less than 15 days
3. Relevant section 143
Other Meetings
1. Private or unlimited : not less than 5 days2. Other companies : not less than 10 days
3. Relevant section 135
Annual General Meeting ( AGM)
AGM will have be held once in each calender year , not later than 6 months after the balance sheet date . The first AGM should be held within 18 months. Subsequent AGM must held within 15 months from the previous AGMObjectives of AGM
- to inform share holders the company's business activities and development in the previous year.- To get approved interim divident paid and final divident payable to shareholders
- To inform shareholders the plans for the forthcoming year .
- To elect Board of Directors for the next year.
- To elect Auiditors
- To allow shareholders to make proposals for future development of the company
* Minimum period of notice for the calling of AGM is 15 days in private and public companies
Note
Holding of AGM is compulsory for all companies . Failure to comply with the requirement and / or failure to send annual report to the registrar of companies will be punishable offence .If AGM is not held within the required time framework , any share holder has a right to call on court order.
Extra- ordinary meetings
As per section128 of the act , the Board of Directors or request made by shareholders who own 1/10 of the share capital can call for extra- ordinary meetings on request . As such, following parties have the rights to call for an extra meeting .
- By Board of Directors
- On request by 1/10 of share holders
- in the absence of a share capital , or a request by 1/10 of the members who hold voting powers.
Occasions when extra ordinary meetings are hold:
1. When the company has to be dissolved on an emergency situation .
2. Merging of the company.
3. When the company encounters financial difficulties .
4. To remove directors or to elect directors.
5.When a no- confidence motion against directors is to be discussed
6. When the company is made a subsidiary
7.Sudden change in market conditions
8.to stop certain business activities and commence new line of business
9. to change the memorandum and articles
Proxy:
In a public company when a shareholder is unable to a attend a meeting. he can authorize a person to represent him at the meeting . such a person appointed by the shareholders is known as a proxy. A proxy can vote or speak on behalf of the shareholder.
Proxy letter:
The letter , which grants proxy powers to a person by the shareholders , is a proxy letter, normally a proxy form is sent with the annual report to every shareholder.






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