Thursday, May 9, 2013

Stated Capital

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 meetings
   1. 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 meetings

 2. Share holders Meetings ( General Meetings )

there are two types of share holders meetings 
a) 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 notice
2. 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 days 
2. Other companies ;  Not less than 15 days
3. Relevant section 143

Other Meetings

1. Private or unlimited : not less  than 5 days
2.  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 AGM

 Objectives 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.





0 comments:

Post a Comment