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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
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"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Remote sensing and monitoring are changing the mining industry for the better. These are providing innovative solutions to long-standing challenges. Those related to exploration, extraction, and overall environmental management by mining technology companies Odisha. These technologies make use of satellite imaging, aerial photography and sensors to collect data that might be inaccessible or from hazardous locations. With the use of this technology, mining operations are becoming increasingly efficient. Let us gain more insight into the key aspects associated with remote sensing and monitoring when it comes to mining.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
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3. 7726-3
A Reminder on Forward-looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
are based on management’s current expectations and assumptions. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking
statements. In particular, our predictions about future net sales and earnings could be affected by a variety of factors, including:
competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions,
advertising activities, pricing actions and promotional activities of our competitors; economic conditions, including changes in
inflation rates, interest rates, tax rates, or the availability of capital; product development and innovation; consumer acceptance
of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or
dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including labeling
and advertising regulations and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long-lived
assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of significant
accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for
our products; effectiveness of advertising, marketing and promotional programs; changes in consumer behavior, trends and
preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail
environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply
chain resources, including raw materials, packaging and energy; disruptions or inefficiencies in the supply chain; volatility in the
market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset
values and discount rates used to determine plan liabilities; failure or breach of our information technology systems; foreign
economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to
terrorism or war. The company undertakes no obligation to publicly revise any forward-looking statements to reflect any future
events or circumstances.
4. 7726-4
A Long Legacy of Growth
1866 1928 1945 1976 1995
Flour Miller
Packaged
Foods
Diversified Consumer Products
5. 7726-5
The New Food Company – 1995
$5Billion in
Sales
$115MM
Retail Sales 40 Markets
$500MM in Sales
$300MM
Retail Sales
$2B Retail Sales
26% Market Share
Source: General Mills 1995 Annual Report
Sales figures not restated for current classifications.
6. 7726-6
New Operating Segments – 2005
U.S. Retail
$7.8B Net Sales
Bakeries & Foodservice
$1.7B Net Sales
International
$1.7B Net Sales
Note: Fiscal 2005 figures not restated for current classifications.
7. 7726-7
U.S. Retail Segment
Net Sales
($ in Billions)
F05 Latest 4
Quarters
$7.8
$10.4
$2.7B Retail Sales
31% Market Share
$1.8B Retail Sales
$1.35B Retail Sales
Source: Nielsen XAOC 52 weeks ended 1.24.15
Latest 4 quarters ending Q2 F15
*Fiscal 2005 not restated for current classifications.
*
8. 7726-8
Net Sales
($ in Billions)
F05 Latest
4 Quarters
$1.7
$1.9
Operating Profit
($ in Millions)
F05 Latest
4 Quarters
$134
$332
8% 17%
Operating
Profit Margin:
Convenience Stores & Foodservice Segment
Latest 4 quarters ending Q2 F15
*Fiscal 2005 figures not restated for current classifications.
* *
9. 7726-9
A Focused Portfolio for New Growth
Convenience Stores & Foodservice
F15 YTD Net Sales Growth
Yogurt +28%
Frozen Breakfast +18
Snacks +10
Cereal +5
Biscuits +2
Mixes -4
Total Priority
Platforms +9%
10. 7726-10
International Platforms for New Growth
(Net Sales, Plus Proportionate Share of JV Net Sales*; $ in Billions)
F05 F14
$1.7
$6.6
$2.6
$0.9**
$5.4
$1.2
Proportionate
JV Share
International
Segment
*Non-GAAP measure.
**Excludes proportionate share of sales for Snack Ventures Europe, sold during Fiscal 2005
Fiscal 2005 figures not restated for current classifications.
11. 7726-11
1995 – 2015 YTD +11% +9%
2005 – 2015 YTD +11% +8%
Strong Shareholder Returns
(Price Appreciation Plus Dividends, Compound Annual Growth)
Fiscal Years General Mills S&P 500
Source: Bloomberg, Fiscal 2015 YTD ended 2.6.15
May 1995 May 2005 Feb 2015
GIS
S&P
500
12. 7726-12
The U.S. Consumer Environment
Is Slowly Improving
U.S. Consumer Confidence Index
(2002 to 2014; 2002 = 100)
Sources: 2009-2014 Bureau of Economic Analysis; 2015-2017 IBISWorld Forecast
U.S. Disposable Personal Income
($ in Thousands, Per Capita)
Sources: The Conference Board; Nielsen
$30.0
$35.0
$40.0
$45.0
2009 2010 2011 2012 2013 2014 2015 2016 2017
CGR = +1.0%
CGR = +2.6%
Forecast
13. 7726-13
U.S. Spending for Food at Home
Share of Total U.S. Food & Beverage Spending
Sources: U.S. Bureau of the Census; Technomic Inc.
49.0%
50.0%
51.0%
52.0%
53.0%
2009 2010 2011 2012 2013 2014 2015 2016
Forecast
52.4%
14. 7726-14
Emerging Markets – Growing Middle Class
10.4%
9.3%
7.7% 7.7% 7.3% 7.1%7.5%
2.7%
1.0%
2.5%
0.3%
1.5%
2010 2011 2012 2013 2014 2015
Est
GDP Growth
Middle Class Households in
China, India, Brazil, Indonesia
(Millions)
China
Brazil
Source: OECD Economic Outlook Nov 2014
200
384
2010 2020
Source: Euromonitor 2010
16. 7726-16
General Mills – New Growth
Introduction
U.S. Retail Growth
International Growth
Balancing Growth & Returns
Conclusion, Q&A
…………….……………………………… Ken Powell
..……………………………… Jeff Harmening
……………………………… Chris O’Leary
……..………….…… Don Mulligan
……..………………………………… Ken Powell
18. 7726-18
Fiscal 2015 U.S. Retail Update
• First-half Sales and Segment Operating Profit
Below Last Year
• Expect Renewed Sales and Profit Growth in
Second Half
• Actions Now that Will Fuel New Growth in F16 and
Beyond
19. 7726-19
U.S. Retail Priorities for New Growth
• Put the Consumer First
• Deliver Compelling Core Renovation & Innovation
• Focus on Key Businesses:
– Cereal
– Yogurt
– Snacks
– Natural & Organic
• Operate a Lean, Agile Organization
25. 7726-25
U.S. Cereal Has a Record of Long-term Growth
Sources: SAMI, Nielsen XAOC
Retail Dollar Sales
($ in Billions)
$3.5
$9.0
F83 F14
CGR = +3.1%
26. 7726-26
4.4%
2.1%
-2.5%
1.8%
-0.2%
-3.1%
-4.5%
CY 08 CY 09 CY 10 CY 11 CY 12 CY 13 CY 14
But Recent History Has Been
More Challenging
Sources: CY08-09 Nielsen All-outlet; CY10-14 Nielsen XAOC
RTE Cereal Retail Sales
(% Change vs LY)
27. 7726-27
Factors Affecting Cereal Category Growth
• Insufficient Renovation and Innovation from
Branded Manufacturers
• Consumers Redefining Wellness
• RTE Cereal Losing Share of Voice
28. 7726-28
Cereal Consumption by Age
F96 Index
Under 6 6-12 13-17 18-34 35-44 45-54 55+
(Index: % Eatings / % Population)
F14 Index
Under 6 6-12 13-17 18-34 35-44 45-54 55+
Sources: F96: National Eating Trends; F14: NPD Group, 2 years ending May
100100
29. 7726-29
Current Consumer Interests: Gluten Free
Millennials (18-34) 28%
Gen X (35-48) 21%
Boomers (49-67) 15%
Percent of consumers who purchased
gluten free foods in the past week:
Sources: SPINS, IRI, MintelSource: The Hartman Group, Culture of Wellness 2013 report
$5.4
$6.9
$8.8
$10.6
$12.3
$14.2
2012 2013 2014
Est
2015 2016 2017
Gluten Free Foods Retail Sales
($ in Billions)
Forecast
41. 7726-41
Significant Scale in Natural Channel
Source: SPINS – Natural Channel Dollar Sales in Packaged Food Categories
Natural Channel Packaged Food
Dollar Sales by Manufacturer
65%
35%
Natural Channel
Category Exposure
(% of Total Food Dollars)
Mfr #1 General
Mills
Mfr #3 Mfr #4 Mfr #5
(Calendar 2014)
General Mills
Categories
Other
42. 7726-42
($ in Millions)
Latest
4 Quarters*
F20
Goal
*Latest 4 quarters ending Q2 F15; Proforma, includes 12 months of Annie’s
>$600
$1,000
General Mills Natural & Organic Sales
43. 7726-43
Structural Changes to Accelerate Growth
• Project Century – Streamlined Supply Chain
• Project Catalyst – Faster-moving Organization
– 5 Operating Units, Aligned with R&D Platforms
– Central Marketing
• Resources Focused on Biggest Opportunities
44. 7726-44
New Growth Ahead for U.S. Retail
• Investing in Consumer-first Innovation and
Marketing
• Winning in Cereal, Yogurt, & Snacks
• Accelerating our Natural & Organic Growth
• Reconfiguring our Organization for the Next Phase
of Growth
46. 7726-46
General Mills International Growth
(Fiscal Year Net Sales, Plus Proportionate Share of JV Net Sales*; $ in Billions)
$1.7
$2.9
$4.2
$5.2 $5.4
$0.9
$1.2
$1.3
$1.3 $1.2
F05 F11 F12 F13 F14
Consolidated Joint Ventures
$2.6
$6.6
$4.1
$5.5
$6.5
*Non-GAAP measure.
†Excludes proportionate share of sales for Snack Ventures Europe sold during F05.
F05 figures not restated for current classifications.
†
47. 7726-47
Fiscal 2015 International Performance
2nd Half1st Half
• Consolidated Business
Constant-currency Net
Sales +5%*
• Good Growth in Europe
• Joint Ventures Constant-
currency Net Sales -1%
• Expect DD Growth in
Emerging Markets
• Strong Levels of Product
Innovation
• 53rd Week
*Non-GAAP measure. See appendix for reconciliation.
48. 7726-48
A Focused International Portfolio
*Non-GAAP measure. Includes $1.2 billion proportionate share of JV net sales plus $5.4 billion consolidated net sales.
Source: Euromonitor 2014
2014 Net Sales Outside U.S.*: $6.6 Billion
Snacks
Yogurt
Convenient
Meals
Super premium
Ice Cream
RTE
Cereal
RTE Cereal $28 Billion +4%
Ice Cream $71 Billion +7%
Yogurt $83 Billion +8%
Convenient Meals $118 Billion +5%
Sweet & Savory Snacks $287 Billion +6%
Global Category
2014
Retail Sales
Projected
5-Yr CGR
49. 7726-49
Cereal Partners Worldwide
25 Years of Growth
Source: Nielsen, latest 52 weeks available through November 2014.
• F14 Net Sales $2.1 Billion
• 4,900 Employees
• 17 Factories
• In 130+ Countries
• 22% Value Share
50. 7726-50
234 222
209
114 102
Brazil Russia South Africa Colombia Chile
Cereal Category Performance by Market
(Euros, Latest 52 Weeks Growth vs LY)
Source: Nielsen, Latest 52 weeks available through Oct/Nov 2014
Top 5 Developed Markets -2% Top 5 Emerging Markets +6%
1,850
686 683 654
507
UK/Ireland Australia/New
Zealand
Germany France Mexico
Growth: -3% -3% +3% -2% Flat +9% +6% +7% -3% +7%
51. 7726-51
CPW: Leading Shares in Emerging Markets
Indonesia 80
Malaysia 73
Turkey 53
Thailand 51
Chile 50
CPW Value Share Positions
Russia 48
Saudi Arabia 48
Ukraine 38
Brazil 35
Singapore 34
Source: Nielsen, Latest 52 weeks available through Nov. 2014
61. 7726-61
Grain and Savory Snacks
Nature Valley Yoki
Source: Kantar Worldpanel
Canada +7%
Mexico +16%
Microwave Popcorn
Household Penetration in Brazil
25
19
28
22
Category Yoki
2012
2013
(FYTD Net Sales Growth)
62. 7726-62
Yoplait Yogurt – 50 Years of Growth
• Established in France in
1965
• #2 Global Brand
• $1.9 Billion Retail Sales
Worldwide
Source: Nielsen, Latest 52 weeks through Nov. 2014
Yoplait 1965
63. 7726-63
Yoplait is a Global Yogurt Brand
• Available in 53 Markets Worldwide
– 9 Direct Markets
– 27 Franchise Markets
– 17 Export Markets
64. 7726-64
Our Largest Franchise Markets
Mexico
+10%
Australia
+14%
South Korea
+8%
(Yogurt Category 3-yr Sales CGR)
Source: Euromonitor 2014
65. 7726-65
Yoplait is Driving Greek Yogurt
Expansion Worldwide
Mexico 90%
France 49%
Canada 37%
Korea 36%
UK 12%
USA 11%
Greek Yogurt % of
Total Yogurt Category
Yoplait/Liberté Value
Share of Greek Segment
Sources: Nielsen and IRI, Latest 12 weeks available through Dec. 2014
45%
27%
7%
2% 2% 1%
USA Canada UK Mexico France Korea
66. 7726-66
The Yogurt Opportunity in China
• $8 Billion Category Growing
At a Double-digit Pace
• Consumers Like Health
Benefits
• Drinkables Largest Segment;
Spoonables Growing the
Fastest
Source: Euromonitor 2014
% of Total Yogurt
Market Sales in China
60%23%
9%
8%
Drinkable
Yogurt
Plain
Fruited
Flavored
Spoonable
Yogurt
40%
67. 7726-67
Yoplait in China
• Ensuring High-quality
Milk Supply
• Finalizing Product Portfolio
• Strong Marketing Plan to
Drive Trial
68. 7726-68
Margin Growth Opportunity
• HMM
• Project Boost
• Business Mix
• Goal of 150 bps Operating
Margin Expansion Over Next
5 Years
9.9% 10.3%
11.8%
F14 Actual F15 Est F20 Goal
International Segment
Operating Profit Margin
Higher
Than F14
+150
bps
69. 7726-69
General Mills International Summary
• International Businesses are Leading Company
Growth
• Focused on Key Platforms in Growing Categories
• Using Consumer-focused Innovation to Drive
Topline Growth
• Expect Good Margin Expansion Ahead
73. 7726-73
Incremental Cost-savings Initiatives
Project Century - Streamlining North American Supply Chain
Project Catalyst - Eliminate 700-800 Positions Across U.S.
Policy and Practice Update - Further Administrative Expense Reductions
Cumulative Annual Savings
•F15: $40 Million
•F16: $260-280 Million
•F17: More than $350 Million
74. 7726-74
Cost Savings Will Benefit Margins
SG&A Expense Excluding Media and R&D*
(as a % of sales)
F13 F14 F15 Est F16 Goal
13.6 13.2
Flat
to Lower
than F14
Lower
than F15
* Non-GAAP measure. See appendix for reconciliation.
75. 7726-75
Fiscal 2015 Targets Reaffirmed
• Renewed Sales Growth in U.S. Retail, Plus Addition of Annie’s
• Emerging Markets Businesses Return to DD Sales Growth
• $40 MM Cost Savings
• 53rd Week
• LSD Growth in Net Sales*
• LSD Decline in Segment Operating Profit*
• LSD Growth in Adjusted Diluted EPS*
Expectations for Second Half:
Full-year Expectations in Constant Currency:
*Non-GAAP measures
76. 7726-76
Operating Cash Flow
($ in Millions)
$1,837
$2,185
$1,531
$2,407
$2,926
$2,541
F09 F10 F11 F12 F13 F14 F15 Est
CGR = +7%
Comparable
to F14*
* Forecast includes $120 MM cash restructuring charges.
77. 7726-77
Key Projects:
- Yoplait China Plant
- Snack Bar Capacity
- F16 New Products
Fixed Asset Investment
$676
$614
$664
F12 F13 F14 F15 Est
$750
F15 CapEx Plan
(% of Total Budget)
Essential
38%
Cost
Savings
20%
Growth
35%
($ in Millions)
$50 Project
Century
Project Century
7%
78. 7726-78
116 Years of Uninterrupted Dividends
$1.12
$1.22
$1.32
$1.55
$1.64
F11 F12 F13 F14 F15 Annualized
Rate
83. 7726-83
General Mills Long-term Growth Model
Net Sales Low Single Digit
Segment Operating Profit Mid Single Digit
Adjusted Diluted EPS High Single Digit
+ Dividend Yield 2-3%
Total Return to Shareholders Double Digit
Compound Growth Rate
in Constant Currency*
*All measures are Non-GAAP.
84. 7726-84
Growth Through Recession and Recovery
$1.78
$2.03
$2.34 $2.48 $2.56
$2.72 $2.82
F08 F09 F10 F11 F12 F13 F14
Avg. Annual Growth = +8.3%
+6%
+15%
+14%
+10%
+3%
+6% +4%
(Adjusted Diluted EPS*, % Growth vs LY)
*Non-GAAP measure. See appendix for reconciliation.
85. 7726-85
Today’s General Mills Summary
New Growth Ahead
• We Have a Long Record of Generating
Consumer-focused Growth
• Today’s Changing Food Preferences Create
Opportunities for New Growth
• Excellent Prospects for Continued Long-term
Growth and Superior Shareholder Returns
87. 7726-87
Reconciliation of 1st Half F15 International
Constant-currency Net Sales Growth
International
Net Sales -2% 7pts +5%
% Change
in Net Sales
as reported
Impact of
foreign
currency exchange
% Change
in Net Sales
on a constant-
currency basis
88. 7726-88
Reconciliation of
SG&A Expense Excluding Media and R&D
Net Sales $17,910 $17,774
SG&A Expense, As Reported 3,474 19.4% 3,552 20.0%
Advertising and Media Expense 870 895
Research and Development Expense 244 238
SG&A Expense, Excluding Advertising &
Media and Research & Development Expense $2,361 13.2% $2,419 13.6%
2014
$
% of
Net Sales
2013
$
% of
Net Sales
Table does not foot due to rounding.
(Fiscal Years, $ in Millions)
89. 7726-89
Reconciliation of Free Cash Flow
Net Income $1,824 $1,855 $1,567 $1,798 $1,531
Net Cash Provided by
Operating Activities, As Reported $2,541 $2,926 $2,407
Purchases of Land, Buildings, and
Equipment (664) (614) (676)
Free Cash Flow $1,878 $2,312 $1,731
2014 2013 2012
(Fiscal Years, $ in Millions)
Table does not foot due to rounding.
2011 2010
$1,531 $2,185
(649) (650)
$882 $1,535
90. 7726-90
Reconciliation of
Adjusted Diluted Earnings per Share
(Fiscal Years)
Diluted Earnings per Share, as Reported $2.83 $2.79 $2.35 $2.70 $2.24 $1.90 $1.85 $1.59
Mark-to-market Effects (0.05) - 0.10 (0.09) 0.01 0.11 (0.05) -
Divestiture Gain, Net (0.06) - - - - (0.06) - -
Tax Items - (0.13) - (0.13) 0.05 0.08 (0.04) -
Gain from Insurance Settlement - - - - - (0.04) - -
Acquisition Integration Costs - 0.01 0.01 - - - - -
Venezuela Currency Devaluation 0.09 0.03 - - 0.01 - - -
Restructuring Costs 0.01 0.02 0.10 - 0.03 0.04 0.02 0.03
Diluted Earnings per Share, Excluding
Certain Items Affecting Comparability $2.82 $2.72 $2.56 $2.48 $2.34 $2.03 $1.78 $1.62
2014 2013 2012 2011 2010 2009 2008 2007
Table does not foot due to rounding.