The document outlines procedures for approving contracts and transactions by a company's Shareholder's Meeting or Board of Management. It states that contracts and transactions with shareholders holding over 35% of shares, board members, or the general director require approval. The Board of Management can approve contracts under 50% of assets, otherwise shareholder approval is required. Shareholders representing at least 65% of remaining votes must accept the contract/transaction. Any unauthorized contracts/transactions are invalid and losses must be compensated.
Section 234 235 Indian Companies Act 2013 https://www.lawruling.comlawrulingcom
Articles 234 and 235 of the
Company Law on the merger of Indian companies. in accordance with the submitted M&A transaction
plan/agreement, and the parties to the merger must comply with the
company registration procedures specified in this law, if any.
Section 234 235 Indian Companies Act 2013 https://www.lawruling.comlawrulingcom
Articles 234 and 235 of the
Company Law on the merger of Indian companies. in accordance with the submitted M&A transaction
plan/agreement, and the parties to the merger must comply with the
company registration procedures specified in this law, if any.
SEBI Registrars to an Issue and Share Transfer Agents RegistrationCorpseed
An application by a registrar to an issue or a share transfer agent for grant of a certificate of registration shall be made to the Board in Form A. An application for registration made under sub-regulation.
Company Meetings
Outline
Kinds of company meetings
Statutory report
Meetings of board of directors
Procedure and conduct at general meetings
Company resolutions
Legal conditions of various forms of business organizations
KINDS OF COMPANY MEETINGS
Statutory meeting
Annual general meeting
Extra-ordinary general meeting
Statutory Meetings(Section 157)
First meeting of the members of a public limited company. It is held only once
It is held by every public limited company
limited by shares
limited by guarantee and
private company converted into a public company
Shall be held within a period of not less than 3 months nor more than 6 months
How meeting is convened ?
Annual General Meeting(Section 158)
Every company shall hold a general public meeting of its members every year
Notice of meeting
Place of meeting
Business to be conducted
Consideration and adaptation of the audited annual accounts of company
Declaration of dividends
The election of directors
Appointment of directors
Extra-Ordinary General Meeting(section 159)
“All general meetings other than annual
general meeting and statutory
meeting shall be called
extra-ordinary general meeting”
How the meeting is called?
What should be the purpose
of meeting?
Statutory Report(section 153(3))
Report which is sent by the Board of Directors to all members
Report shall be circulated 21 days before the statutory meeting
The statutory report shall be certified by not less than three directors
One of whom shall be the chief executive of company
Contents of Statutory Report
Brief account of the state of company’s affairs
Total number of shares allotted
Total amount of cash received
Names, address and occupation of directors
Particulars of contract and modification
Extent to which underwriting contacts have been carried out
MEETING OF BOARD OF DIRECTORS
Three ways for carrying out affairs of company by directors
Telephonic conversation
Circular resolution
Board meetings
In board meetings board should explain
Notice of board meeting
Restriction on power of directors
Quorum for board meeting
Minutes of board meetings
Procedure and Conduct at GeneralMeetings
The procedure of holding of general meeting is usually described in the articles of a company.
Company ordinance section 160 provisions related to conduct of company meetings:
Notice of meeting Conduct of business
Quorum Voting and poll
Chairman Voting by proxies
Adjournment of meeting Minutes of meeting
resolutions
Company Resolution
“An item is put before the members of a company in the form of a proposal if it is approved by majority it becomes a resolution”
Types of company resolution
Ordinary resolution
Special resolution
SEBI Registrars to an Issue and Share Transfer Agents RegistrationCorpseed
An application by a registrar to an issue or a share transfer agent for grant of a certificate of registration shall be made to the Board in Form A. An application for registration made under sub-regulation.
Company Meetings
Outline
Kinds of company meetings
Statutory report
Meetings of board of directors
Procedure and conduct at general meetings
Company resolutions
Legal conditions of various forms of business organizations
KINDS OF COMPANY MEETINGS
Statutory meeting
Annual general meeting
Extra-ordinary general meeting
Statutory Meetings(Section 157)
First meeting of the members of a public limited company. It is held only once
It is held by every public limited company
limited by shares
limited by guarantee and
private company converted into a public company
Shall be held within a period of not less than 3 months nor more than 6 months
How meeting is convened ?
Annual General Meeting(Section 158)
Every company shall hold a general public meeting of its members every year
Notice of meeting
Place of meeting
Business to be conducted
Consideration and adaptation of the audited annual accounts of company
Declaration of dividends
The election of directors
Appointment of directors
Extra-Ordinary General Meeting(section 159)
“All general meetings other than annual
general meeting and statutory
meeting shall be called
extra-ordinary general meeting”
How the meeting is called?
What should be the purpose
of meeting?
Statutory Report(section 153(3))
Report which is sent by the Board of Directors to all members
Report shall be circulated 21 days before the statutory meeting
The statutory report shall be certified by not less than three directors
One of whom shall be the chief executive of company
Contents of Statutory Report
Brief account of the state of company’s affairs
Total number of shares allotted
Total amount of cash received
Names, address and occupation of directors
Particulars of contract and modification
Extent to which underwriting contacts have been carried out
MEETING OF BOARD OF DIRECTORS
Three ways for carrying out affairs of company by directors
Telephonic conversation
Circular resolution
Board meetings
In board meetings board should explain
Notice of board meeting
Restriction on power of directors
Quorum for board meeting
Minutes of board meetings
Procedure and Conduct at GeneralMeetings
The procedure of holding of general meeting is usually described in the articles of a company.
Company ordinance section 160 provisions related to conduct of company meetings:
Notice of meeting Conduct of business
Quorum Voting and poll
Chairman Voting by proxies
Adjournment of meeting Minutes of meeting
resolutions
Company Resolution
“An item is put before the members of a company in the form of a proposal if it is approved by majority it becomes a resolution”
Types of company resolution
Ordinary resolution
Special resolution
SEBI(LODR)Regulations - Obligations on listing of specified securities - Part IIDVSResearchFoundatio
Key Takeaways:
Related party transactions
Obligations of directors including independent directors, employees including KMPs
Corporate Governance requirements
SEBI(LODR)Regulations - Obligations on listing of specified securities - Part IIDVSResearchFoundatio
Key Takeaways:
Related party transactions
Obligations of directors including independent directors, employees including KMPs
Corporate Governance requirements
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5. In case of approving decisions by collecting ideas in writing, decisions of Shareholder's Meeting will be
approved ifthese decisions are accepted by shareholders representing at least 75% ofthe votes.
6. Decisions of Shareholder's Meeting have to be announced to shareholders who have the right to
participate in Shareholder's Meeting within a period of l5 days from the date of decision approval.
Article 35. Minutes of Shareholder's Meeting and minutes of the Board,s Meeting
I. All the meetings of Shareholder's Meeting and Board of Management have to be fully written in book of
minutes.
2. Minutes of meeting is finished and approved before closing of the meeting.
3, Chainrran and secretary have to take responsibilities for authenticity and for accuracy of content of
rneeting minutes.
Minutes of Shareholder's Meeting has to be sent to all shareholders within a period of l5 days from closing
date of the meeting.
.{rticle 36. Contracts and transaetions must be approved by Shareholdcr's Meeting or by $oard of
Management
l. Contracts and kansactions with the following subjects musl be approved by Shareholder's Meeting or by
Board of Manag€ment:
- Shareholders, authorized representative ofshareholders who hold over 35% oftotat common shares of
the company and their related persons;
- Board members, General Director;
- Enterprises as stipulated in Point a and Point b, Item l, Artiele I lB of Corporate Law and related
persons of Board members, of Generai Director.
2,. BoNd of Management accepts contracts and hansactions of which the values are under 50oZ of the-
company's total assets presented in the latest financial statement. The company's legal representative has to
send contract draft or main contents of transactions to Board members arrd has to post contract draft or main
contents of transactions at head offrce and at branches of the company. Board of Management will give
decision on approval ofcontracts or oftransactions within a period of i5 days from the dite ofpostin[. In
this case, the related beneficiaries do not have right to vote.
3. Shareholder's Meeting approves other contracts and transactions except for the cases regulated in Item 2,
this Article. Board of Management submits contract draft or gives explanations on main contents of
transaction at Shareholder's Meeting. Otherwise, Board of Management collects ideas of shareholders in
writinf. In this case, related shareholders do not have the right to vote; Contracts or transactions will be
approved if shareholders representing65% oftotal remaining vote accept.
4. Contrac! transactions will be invalidated and will be treated according to the law if these contracts,
transactions are done without approval as regulated in ltem 2 and ltem 3, tliis Article. Legal representative
of the company, shareholders, Board members or Ceneral Director who are related have to compensate any
Iosses incurred and haveto repay to the company any gains from those contracts, transactions.
Article 37. Submitting annual reports
l. As of the end of each fiscal year, Board of Management has to prepare the following reports and
documents:
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