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TYPE OF ISSUES
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Provisions:
1. AoA should authorize;
2. ONLY if Original Director is outside State for more than 3 months;
3. By Board / Circular Resolution [Not by Director];
4. Vacates if Original returns to the State or Orig Dir term expires;
5. Single Individual may act as Alternate to more than 1, then he
will get such No. of Votes but with single Sitting Fees.
Note:
1. AoA may specify Share Qualification;
2. On appointment, Original will get deemed Leave of Absence;
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Understand DEFINITIONS
MD – Sec. 2(26)
WTD-Explanation
to Sec. 269
“includes”
A DIRECTOR in the Whole
Time employment of the Co.
((Employee as a Dir))
Manager
Sec. 2(24)
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Thro
@ the Circula
meeting r Resol
of BoD (CR)
SECTIONS
[S.289]
262
Sec. 292
293A
Calls on Shares
Buy-Back UPTO
297 & 299 BALANCE ITEMS
10% (PC+FR)
Borrowing thro
316 & 386 The remaining items
Debentures
& Others can be passed either
372A through Circular
Make
Investments & Resolution OR Board
488 Resolution [@ the
Loans
PC – Paidup Capital meeting of the
FR – Free Reserves Board]
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DIVIDENDS
Dividend = Return on Investment (RoI) in Capital;
FINAL DIVIDEND
[at the AGM]
INTERIM DIVIDEND
[between 2 AGMs]
Recommended by Board
[BoD]
Recommended by Board
[BoD]
UPTO BoD’s
recommendation [if, Table
DECLARED by BoD
A] may be DECLARED by
Shareholders.
The Company has to provide for the depreciation for the Previous
Financial Years and Amount of Loss of the Previous Financial Years
OR Amount equal to the amount of depreciation whichever is LESS,
shall be SETOFF against the Previous Year profit BEFORE declaring
the Dividend.
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CONDITIONS
Depreciation (also ARREARS) to be provided;
Note: Central Govt. can allow companies to declare dividend without
providing for depreciation, if it is in public interest.
Transfer of Reserves as per Rules;
Board Recommendation;
Shareholder or BoD Declaration.
DECLARATION
WITHIN
WITHIN
5 days in a
30 days,
Separate
MAKE
Bank
payments
Account
WITHIN
7 days, OPEN PENALTY for NON-
Unpaid Dividend PAYMENT
Account Imprisonment
&
AFTER Rs.1000 per Day
7 &
years Simple Interest
@ 18%
INVESTOR EDUCATION
& PROTECTION FUND
U/S. 205C
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BUY BACK
UNDER
COMPANIES
ACT
SOURCES
Free Reserves as per latest Securities Proceeds of shares /
audited Balance Sheet, free Premium specified securities, NOT
for distribution as Dividend Account of the same kind issued
earlier
77 – TRANSFER to Capital
Redemption Reserve (CRR)
Account – the “Nominal
Value of Shares
purchased”
OPPRESSION
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