NOTICES
Part II of the book was
devoted to the law relating to meeting while Part I was devoted to the relevant
law governing 'resolutions' under the Companies Act, 1956, and the form of such
'resolution' to be passed both at meetings of the Board and General Meeting of
the shareholders or creditors. It laid focus also on the requirements for
adopting any kind of resolution consequent on the various amendments to the
Companies Act and for giving effect, at the same time, to some of the
notifications and clarifications issued in this behalf. In this part the law
and practice relating to notice are dealt with.
A resolution is a consensus on a particular issue placed before a meeting, either of the members of the Board or of the general body of the company duly notified and convened as per the law in force. The process involves the issue of a duly approved notice by the authority empowered to convene the meeting, the actual assembly of the body in accordance with such notice, recording of the proceedings and resolutions at such assembly of the matters set out in the 'Notice' so that the decisions so recorded bind everybody notwithstanding individual disagreement.
A 'notice', to put it simply
is a means of communication to the interested persons of the matters intended
to be decided upon by persons having interest in such matters. It, thus,
amounts to announcement of the intention of taking certain action. A general
notice sometimes fulfils, to a great extent, certain social objective such as
putting a 'caution notice' before a level crossing, a 'notice board' indicating
deep water mark, etc.
Part
covers requirements of Notice
The social aspect of a
notice is beyond the scope of this book. This part is intended to cover the
various requirements of notices within the bounds of the Companies Act, 1956,
for holding a 'meeting' and adoption of 'resolutions' thereat or for conveying
the intention of the company to the members or vice versa.
The Act also prescribes
certain time schedules as also the procedure for service of different types of
notices. However, the Board decision to notify certain matters to a person
under a delegated authority is not to be construed as a service of notice to
the persons concerned. A notice can be said to be given when the party, for
whom it is intended, receives the notice.
Provisions
in Act about service of notice
The Act makes a significant
departure from the above decision, justifiably, for the better management of
the affairs of the company. Section 53 of the Companies Act, 1956 for example,
prescribes the procedure for the service of documents on members by a company
by laying down that
(1) A document may be served
by a company on any member(s) thereof either personally, or by sending it by
post to him to his registered address, or if he has no registered address in
India to the address, if any, within India supplied by him to the company for
the service of notices to him.
(2) Where a document is sent
by post
(a) service thereof shall be
deemed to be effected by properly addressing, prepaying and posting a letter
containing the document, provided that where a member has intimated to the
company in advance that documents should be sent to him under a certificate of
posting or by registered post with or without acknowledgment due and has
deposited with the company a sum sufficient to defray the expenses of doing so,
service of the documents shall not be deemed to be effected unless it is sent
to him in manner intimated by the member; and
(b) such service shall be
deemed to have been effected
(i) in the case of a notice
of a meeting, at the expiration of forty-eight hours after the letter
containing the same is posted; and
(ii) in any other case, at
the time when the letter would be delivered in the ordinary course of post.
(3) A document advertised in
a newspaper circulating in the neighborhood of the registered office of the
company shall be deemed to be duly served, on the day on which the advertisement
appears, on every member of the company who has no registered address in India
and has not supplied to the company an address within India for the giving of
notices to him.
(4) A document may be served
by the company on the joint-holders of a share by serving it on the joint-holder
named first in the register in respect of the share.
(5) A document may be served
by the company on the persons entitled to a share in consequence of the death
or insolvency of a member by sending it through the post in a prepaid letter
addressed to them by name, or by the title of representatives of the deceased,
or assignees of the insolvent, or by any like description, at the address, if
any, in India supplied for the purpose by the persons claiming to be entitled,
or until such an address has been supplied, by serving the document in any
manner in which it might have been served if the death or insolvency had not
occurred.
The Act provides sanction
for accidental omission of posting and sending out of the notices or
communication when made by post. It is sufficiently clear that in the absence
of any particular direction given by the member concerned, the post office
should be considered as the agent of such member and delivery of a letter in
the ordinary course of post should be construed as the delivery made of the
document or notice to the member concerned.
Although Court of law often takes cognizance of oral or verbal notice, in the circumstances of a particular case, there is no room for such oral form of notice under the Act.
The form, contents and the
manner of service of notices under the Act, without any significant departure
from the general rules of law, are well directed, defined and bound by
prescribed procedure.
Statutory,
directory notice or notices having publicity value (S. 172)
Certain notices, pursuant to the Companies Act, are statutory in nature. For instance, section 172 of the Act not only prescribes the requirements for service of notice on the members and other persons mentioned therein, but also lays down the exact form in which a notice has to be given, on whom such notice is to be served, and the manner in which such service of notice is to be carried out. In clause (ii) of sub-section (2) of section 172 of the Act, the procedure has been laid down for service of notices to the persons entitled to a share in consequence of the death or insolvency of a member, viz., sending it through the post in a prepaid letter addressed to them by name or by the title of representative of the deceased, or assignees of the insolvent, or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by giving the notice in any manner in which it might have been given, if the death or insolvency had not occurred. The proviso to the said sub-section is important which enacts that-'where the notice of the meeting is given by advertising the same in a newspaper circulating in the neighborhood of the registered office of the company under sub-section (3) of section 53, the statement of material facts, referred to in section 173, need not be annexed to the notice as required by that section but it shall be mentioned in the advertisement that the statement has been forwarded to the members of the company'.
Publication
of Notice (S. 154)
Notices having publicity
value are of recent origin. It is not a compulsion under the Act to inform the
members through press advertisement the working results of the company. But,
such a publication of quarterly or six monthly unaudited working results has
been made obligatory in the case of listed companies, by the listing agreement
entered into with the Stock Exchange/s. It is quite often observed that the
companies give notice under section 154 of the Act pertaining to closure of
register of members and share transfer books, details of recommendation as to
dividend for the year or an account of the forthcoming bonus issue for which
the Central Government's sanction just has been obtained, or a synopsis of the
working of the company during the year in question.
Publication
of Notice when prefunctory
Some of the notices, though
prescribed under the articles of individual companies, are prefunctory in
nature. Thus, press advertisement notifying loss of share scrip, allotment
letter, dividend or interest warrants, or documents in connection with the
carrying out of the functions of share/debentures issue etc., though not
required to be served strictly under the directive of the Act, are contractual
in nature and aimed at warning those who may have a claim thereof affording
protection to the concerned company from the risk to the issue of a duplicate
share certificate or the like.
Notices
on the company (S. 51)
As it is the duty of the
company to inform its members on certain matters for which the company is to
follow certain procedure to constitute valid notice under the Act, the articles
of the company prescribe action which would constitute service of documents on
the company. Pursuant to section 51 of the Act, a document may be served on the
company or an officer thereof by sending it to the company or officer at the
registered office of the company or by leaving it at its registered office. A
notice in the usual course addressed to the company and handed over to the
Director of the company had been adjudged as valid notice served on the
company. Benabo v. Jay Willames and Partners Limited, (1941) 1 Ch 52 : (1940) 4
All ER 196. Where the Act prescribes authority in the articles as the guiding
factor, the articles are subservient to the Act. In regard to service of
document/ notice on a company, pursuant to section 51 of the Act, any contrary
provisions contained in the articles are not enforceable nor can they limit the
mode of service. Sadasiv v. Gandhi Seva Samaj, AIR 1958 Born 247 : (1958) 28
Com Cases 137. In any event, when a person chooses to serve any document on a
company by post, pursuant to section 51 of the Act in order to constitute a
valid notice, it should be either under certificate of posting or by registered
post. Service of notice on a company, for the purpose of filing a suit, by.
service on the office assistant of the company is not a got service. Nicco
Corporation Ltd. v. Cethar Vessels Ltd., (1998) 92 Com Cases 748 (Mad).
Service
of documents on the Registrar (S. 52)
A document may be served on
a Registrar by sending it to him at his office by post under a certificate of
posting or by registered post or by delivering it to or leaving it for him at
his office.
Servicing of notices by a
company either pursuant to the requirements of the Act or the relevant articles
of such company, to its members/debenture-holders, is comparatively
frequent. A notice must be properly authenticated, to be a valid one. Various
sections of the Act or the articles of a company bestow powers upon the Board
to convene an Annual General Meeting of the company or a General Meeting as and
when necessary. With the authority conferred upon by the Board, a document
detailing the business to be transacted at such meeting may be signed for and
on behalf of the Board by a Director, Secretary or other authorised officer of
the company and need not be under its common seal.
A
notice irrespective of its object
Such a notice must be fairly
and intelligibly framed. It must not be vague, misleading or equivocal. It must
convey clearly to the mind of an ordinarily intelligent person the required
information. It is not enough that the sender of the notice intents that it
should be read in a particular way for the receiver is entitled to put any
reasonable construction on it and if, according to that alternative
construction the notice is insufficient, the sender is estopped from saying
that his interpretation is true one. If the notice is misleading, it is bad for
it fails in its end. It follows that the resolution which was passed under such
notice is bad in law as it was not understood by the members/creditors in its
proper prospective.
Where the notice called the
meeting with a view to effecting reconstruction, and to approve, inter alia, of
an agreement, but it did not disclose the fact that several of the Directors
were interested, it was held that the notice was insufficient and it ought to
have disclosed the material facts and interest of the persons concerned in the
proposed arrangement. Tiessen v. Henderson, (1899) 1 Ch 861.
The persons authorised to
serve notice are to abide by the directives prescribed under the Act as regards
length of notice or the time to be allowed for the interested persons to act or
react on the communication(s) of the things to be done and the intention to do
certain things. The length prescribed for a notice to be served by a company on
its members, or the Registrar, or by a member on the company differs with
regard to each recipient.
Length
of notice for calling a general meeting (S. 171)
(a) For convening a
statutory meeting, pursuant to section 165 of the Act, the Board of Directors
shall, at least twenty-one days before the meeting is held, forward a
statutory report along with the notice convening the meeting.
(b) Pursuant to sub-section
(1) of section 171 of the Act, a General Meeting of a company may be called by
giving not less than twenty-one days' notice in writing.
(c) Pursuant to sub-section
(2) of section 171, a General Meeting may be called after giving shorter notice
than that specified in item (b) above, if the consent is accorded thereto
(i) in the case of an annual
general meeting, by all the members entitled to vote thereof; and
(ii) in the case of any
other meeting, by members of the company holding not less than ninety-five
per cent of such part of the paid-up share capital of the company as
gives a right to vote at the meeting or if the company has no share capital by
members comprising those holding not less than ninety-five per cent of
the total voting power exercisable at that meeting.
Notice
of Board Meetings (S. 286)
Pursuant to sub-section
(1) of section 286 of the Act, 'notice' of every meeting of the Board of
Directors of a company must be given in writing to every Director for the time
being in India, and at his usual address in India to every other Director. The
length and the form of notice of the Board Meeting which have not been
prescribed under the Companies Act usually follow such directions as are
prescribed in the articles of the company.
The expression 'notice shall
be given in writing' indicates the mandatory requirement of service of 'notice'
to every Director for the time being in India. The statutory obligation of
service of notice to the Directors for purpose of the Board Meeting has been
reaffirmed by the Supreme Court. Parameshwari Prasad Gupta v. Union of India,
(1974) 44 Com Cases I (SC). The appeal in the instant case arose out of a
decision by the Delhi High Court. A General Manager of a fire insurance company-was
dismissed pursuant to a decision of the Board of Directors taken at a meeting
held on the 16th December, 1953. It was alleged and subsequently confirmed that
one of the Directors was not notified of the meeting as required under the law
and the articles of the company. Pursuant to the resolution, the Chairman of
the Board sent a telegram to the dismissed General Manager stating that his
services had been terminated by the company. At a regularly constituted meeting
held on 23rd December, 1953, the Board confirmed the minutes of the meeting of
the Board of Directors irregularly held on the 16th December and also passed a
resolution confirming the act of the Chairman terminating the services of the
said General Manager. The Supreme Court held that
(i) the meeting of the Board
of Directors held on the 16th December was invalid and the resolution
terminating the services of the General Manager in question was inoperative;
(ii)the confirmation at the
meeting held on 23rd December of the minutes of the meeting held on the 16th
December did not amount to adopting the resolution passed on the 16th December,
1953.
Penalty for not giving
notice of a board meeting as required by 286(l) is punishable with fine of Rs.
1,000/-.
Notices
by members, on the company (S. 257)
Circulation by a company, of
the notices given by members or creditors under different sections of the Act,
is not strictly time-bound. There exists, however, limitation as to time
when a Director or member can give a notice to the company, pursuant to sub-section
(1) of section 257 of the Act, but from the proviso to the aforesaid sub-section,
it may be construed that circulation of the text of such notice by a company to
the members thereof may be served any time not less than seven days from the
date of the meeting. To maintain the principle of allowing enough time to the
shareholders to consider the proposed change in the Board, a company is either
required to circulate the text of such notice individually to all the
shareholders or advertise such text not less than seven days before the meeting
in at least two newspapers circulating in the place where the registered office
of the company is located, and one of such advertisements should be in English
language and the other in the regional language of that place.
Special
Notice for Removal of Auditors (S. 225)
Section 225 of the Companies
Act provides that a member of a company can serve a ,special notice' on the
company for a resolution at an Annual General Meeting for the appointment of
Auditor, a person other than a retiring Auditor or providing expressly that the
retiring Auditor shall not be re-appointed. The company's duty on
receiving such notice is to circulate such notice to the existing Auditor(s)
and determine if the retiring Auditor makes any representation with respect
thereto. The company has to send a copy of the representations to every member
of the company to whom notice of the meeting is sent. If a copy of the
representations is not sent as aforesaid because they were received too late or
because of the company's default, the retiring Auditor(s) may, without
prejudice to his right to be heard personally, require that his representations
shall be read out at the meeting.
Allotment
of shares (Ss. 71, 72, 73)
Form of application for
shares prescribed by companies and meant for filling up and completed by the
intending purchasers of shares, is in effect, 'offers' from the applicants for
company's acceptance and allotment of shares, as a general rule, without notice
to the allottee, is not sufficient to bind him. The applicant has offered to
take the shares; if the company intends to bind him by contract, it must, in
accordance with ordinary rule, not merely accept the offer, but indicate such
acceptance to the applicant or his agent.
The application form now in
use covers up the requirement of express notice by insertion of a stipulation
agreed to by the applicant that he would be agreeable to accept such smaller
number of shares as may be allotted to him pursuant to the discretion of the
Directors and directions of the Stock Exchange(s), where the shares are to be
listed. Constructive notice from the side of the company with regard to
allotment of shares to make it binding on an applicant for shares by insertion
of a condition in this form that the company reserves uncontrolled right to
accept and allot only part of the shares applied for or totally reject any
application is valid. Pursuant to section 73 of the Act which provides many
safeguards to the applicants for shares, the company offering shares to the
public has also to declare that allotment letters or share certificates or
letters of regret, together with refund pay order, if any, would be despatched
to the applicant. It is a general practice to treat post office as agents in
all the aforesaid matters, and also in any correspondence in this regard.
In response to the net offer
to the Resident Indian Public of _______Equity shares of Rs. 10/- each
for cash at a premium of Rs. 25/- per share, the company received 27,466
valid applications for _____Equity Shares, resulting in subscription of 10.04
times of net public offer. The allotment to various categories should be as per
SEBI (Disclosure & Investor Protection) Guidelines, 2000, clause 7.6, and
should be as follows:
In a public issue of
securities, the Executive Director/Man aging Director of the Regional Stock Exchange
along with the post issue Lead Merchant Banker and the Registrar to the issue
shall be responsible to ensure that the basis of allotment is finalised in a
fair and proper manner in accordance with the guidelines given in clause
7.6.1.1 for proportionate allotment. The said proportionate allotment of
securities in an issue that is oversubscribed should be subject to the
reservation for small individual applicants as described below:
(a) A minimum of 50 per cent
of the net offer of securities to the public shall initially be made available
for allotment to individual applicants who have applied for allotment equal to
or less than 10 marketable lots of shares or debentures or the securities
offered, as the case may be.
(b) The balance net 6ffer of
securities to the public shall be made available for allotment to investors,
including corporate bodies/institutions, irrespective of the number of shares,
debentures, etc. applied for, and individual applicants who have applied for
allotment of more than 10 marketable lots of shares or debentures or the
securities offered, as the case may be.
(c) The unsubscribed portion
of the net offer to any one of the categories specified in (a) or (b) shall/m`y
be made available for allotment to applicants in the other category, if so
required.
A company, which is a
juristic person, is subject to the rules of constructive notice, that is notice
which, though not actual notice, is still imputed to a person under the
circumstances of the particular case. Thus, notice to the company's agent in
any particular matter is to be considered as a notice to the company for all
practical purposes unless the agent is guilty of fraud to his principal or has
done something not within the jurisdiction of the agent himself. Of course,
knowledge of a Director as to a fact is not necessarily notice to the company
Hamshire Land Co. In re, (1896) 2 Ch 743.
Twenty
One Clear days (S. 171 r/w 53)
Section 171 of the Companies
Act prescribes the length of notice a company should give for calling a General
Meeting which should be not less than twenty-one days. The expression
'not less than' has been construed as meaning twenty-one clear days,
i.e., excluding both the date on which the notice is served and the date of the
meeting. Nagappa Chettiar v. Madras Race Club, ILR (1949) Mad 808 : (1949) 1
Mad LJ 662. This should not be overlooked in calculating 'clear days' where a
company sends the notice of a General Meeting and accompanying documents by
post to a member to his registered address. By virtue of sub-section (2)
of section 53, where a document is sent by post, namely, the notice etc. of a
General Meeting, the service of notice shall be deemed to be effected at the
expiration of forty-eight hours after letter containing the same is
posted. It is imperative not only in respect of the provisions of section 53
but also in respect of the provisions of section 171 of the Act under which it
is necessary to give clear notice of twenty one days of any General Meeting. By
virtue of the provisions of section 53 of the Act, the twenty-one days
should be increased by another forty-eight hours making it twenty-three
days' notice. Thus, for notice of a General Meeting which has been fixed to be
held on the 27th June at 12 O'clock, the notice of the meeting must be
despatched by post at any time before 12 O'clock of the 4th June.
Service of notice of a
meeting when post office is the agreed media, which usually is, shall be deemed
to have been made only when it is posted in an addressed and stamped envelope
containing the same. The proof of deposit of the letter for despatch from a
particular post office is not necessary.
It should be noted that
there may be special instructions given by the members and the service of
notice should follow such instructions.
MEETING OF DIRECTORS & COMMITTEE OF DIRECTORS
Directors
generally (Ss. 252, 253, 259)
A company, incorporated
under the Companies Act, 1956, or an existing company, as defined under section
3 of the said Act, is a juristic person having separate legal entity and exists
as such quite distinct from the members forming it. A company, though a
separate legal entity, cannot function by itself and requires individuals
called Directors to function on its behalf within the bounds and restrictions
of the Companies Act, the articles of the company, other applicable laws of the
country and in accordance with normal corporate practice and precedents.
Section 252 of the Companies
Act, prescribes the minimum number of Directors which a company must have for
different types of companies as follows :
(1) Every public company
(other than a public company which has become such by virtue of section 43A)
shall have at least three Directors.
(2) Every 'other' company
shall have at least two Directors.
(3) The Directors of a
company are collectively referred to as the 'Board of Directors' or 'Board'.
Proviso has been added to
section 252(l) by the Companies (Amendment) Act, 2000 requiring a public
company having a paid up share capital of Rs. 5 crores or more and 1,000 or
more small shareholders to have at least one director elected by such small
shareholders in the manner as may be prescribed.
Section 253 of the Act
enacts a very important provision making it incumbent that no body corporate or
association or firm shall be appointed Director of a company, and only an
individual shall be so appointed.
Section 259 provides a ceiling on the maximum number of Directors a company may ordinarily appoint; for any appointment of Directors beyond this maximum number, the approval of the Central Government is necessary. This ceiling is inclusive of Additional Directors but exclusive of alternate Directors. The provision of this section covers companies as were in existence before the coming into force of the Companies Act, 1956, and enacts the following in regard thereto:
S. 259.-In the case of a public
company or a private company which is a subsidiary of a public company, any
increase in the number of its Directors except
(a) in the case of a company
which was in existence on the 21st day of July, 1951, any increase which was
within the permissible maximum under its articles as in force on that date; and
(b) in the case of a company
which came or may come into existence after that date, an increase which is
within the permissible maximum under its articles as first registered, shall
not have any effect unless approved by the Central Government, and shall become
void if, and in so far as, it is disapproved by that Government:
Provided that where such
permissible maximum is twelve or less than twelve, no approval of the Central
Government shall be required if' the increase in the number of its Directors
does not make the total number of its Directors more than twelve.
Regulation 64 of the Table
'A' in Schedule I to the Companies Act, 1956, provides for minimum and maximum
number of Directors to be fixed by the Articles of Association of a company
subject to the provisions of the Act. A public company must have at least three
Directors, whereas a deemed public company under section 43A or a private
company must have minimum two Directors. Any provision in the articles
prescribing a number below the prescribed minimum number of Directors under
sec. 252 will be ultra vires and bad in law. The articles of a company in most
cases fix a maximum number of twelve or less than twelve. However, the number
of Directors will not be taken as exceeding the limit fixed by the articles in
the following cases
(i) Directors appointed under section 408, by the Central
Government;
(ii) Directors appointed under section 397 or 398 by the Court;
(iii) Directors nominated by the Industrial
Finance Corporation of India/Industrial Development Bank of India/Unit Trust of
India/Life Insurance Corporation of India/State Financial Corporation/Board for
Industrial and Financial Reconstruction.
Any increase in the number
of Directors on the Board of a company beyond what is provided in the articles
but within twelve would involve alteration of the articles only and is done by
passing a Special Resolution with three-fourths of' the members present
and voting for it.
Any increase in the number
of Directors within the permissible limit fixed by the articles does not,
however, require any special procedure and may be done by an Ordinary
Resolutions. But it' the number of Directors is increased beyond twelve the
approval of the Central Government will be required in any case.
Board's
general powers (Ss. 291, 292)
The Board of Directors, and
not an individual Director, is the repository of power to look after the
affairs of the company subject to such restrictions and conditions of the Act
or the Articles of Association of the concerned company. The Board, however,
may by a resolution passed at a meeting delegate some of its powers as provided
by section 292(l) proviso to any one or more committees called committee of the
Board of Directors, Any committee so formed shall, in the exercise of the
powers so delegated, to any regulations that may be imposed on it by the Board.
(Reg. 77(2)).
Companies (Amendment) Act,
2000 has inserted a new section 292A providing for constitution of an Audit
Committee by every public company having paid-up share capital of not
less than Rs. 5 crores. Such an Audit Committee should consist of not less than
three directors and such number of other directors as the board of' directors
may determine of which two-thirds of the total number of members should
be directors other than the managing director or whole-time directors.
Frequency
of Board Meetings (S. 285)
It is incumbent on the
Board/committee of the Board (if any) to meet periodically to discharge the
duties of the management of the company and section 285 of the Act prescribes
the minimum number of times the Board of Directors of a company should meet.
The provisions are :
"S. 285 -In the case of every
company, a meeting of its Board of Directors shall be held at least once in
every three months and at least four such meetings shall be held in every year
:
Provided that the Central
Government may, by notification in the Official Gazette, direct that the
provisions of this section shall not apply in relation to any class of
companies or shall apply in relation thereto subject to such exception,
modifications or conditions as may be specified in the notification."
Section 285 of the Act lays
down two conditions to be observed:
(a) the gap between two meetings should not be more than three months, i.e., the days comprising the months are ignored. Thus, a meeting of the Board if held on the 15th January, the next meeting may be held on the 30th April. The latitude is inferred from the wording of the section as regards the holding of the meeting which placed stress on month which means calendar month.
(b) There should be at least four meetings at least in each year,
be it calendar year or financial year.
The pertinent point here is
that whereas 'month' is to be reckoned as 'calendar month', the year may be
considered a 'financial year' of the company or a 'calendar year'.
Following, however, the
definition of 'financial year' in section 2(17) of the Act and 'year as
referred to in section 285, it would be safe to assume 'year' as a calendar
year and follow the provisions of holding at least four Board of Directors
meetings in each calendar year.
Notice
of Board Meetings (S. 286)
Section 286 of the Act makes
it obligatory for any company, either public or private, to give notice of
every meeting of the Board of Directors in writing to every Director for the
time being in India, and at his usual address in India to every other Director.
Notice sent by facsimile is adequate notice. Ferruies Sias v. Jai Manga Ram
Mukki, (1994) 1 Comp LJ 345 (Del).
In the case of a foreign
collaborator with considerable stake it is desirable and in the fitness of
things that there should he a requirement of either I month or the date of the
next meeting should be fixed at the proceeding meeting. Boirow v. SBL Ltd.,
(1998) 4 Comp LJ 163 (CLB-PB).
Serving notice of a General
Meeting is obligatory by statute, so also the notice convening a meeting of the
Board of' Directors. For convening a General Meeting, section 171 of the Act
prescribes a minimum length of time which shall be not less than twenty one
days' notice in writing but which may be shortened with the consent of all the
members (ninety-five per cent in the case of meeting other than Annual
General Meeting). There had been no statutory prescription of time in regard to
notice to be given for convening a Board Meeting. The norm followed in each
case is whether there had been sufficient notice of the meeting convened, to
the individual Directors. An individual Director has no power to waive the
right to a notice con-vening a Board Meeting; only constructive notice
may be construed where the articles of the company provide for the holding of
Board Meetings on a specified day; on a particular day of the week of a month
or months. Even if the Directors at a meeting resolve not to have any formal
notice and do not also object to the absence of notice or where the absent
Directors do not complain of want of notice, the proceedings of the meeting
will not be valid, even if such proceedings are ratified at a subsequent
meeting at which the absent Directors are present. Bharat Fire and General Insurance
Co. Ltd. v. P`rameshwari Prasad Gupta, (1974) 44 Comp Cases1 (SC).
The Companies Act does not
prescribe any form or procedure for the issue of notice for the purposes of
Board Meeting. Table 'A' of Schedule I to the Act in clause 73(2) provides a procedure
and authority competent to issue notice. Under the said clause, a Director may,
and the Manager or Secretary, on the requisition of a Director, shall, at any
time summon a meeting of the Board.
The usual procedure that is
followed is that the Directors at a meeting already convened and held
tentatively decide a convenient date for the purpose of holding the next Board
Meeting with an authority given usually to the Secretary of the company to
issue notice of the meeting in appropriate time. Any of the Directors intending
to attend such meeting may thereafter propose a different date and on receipt
of such request, either a notice is issued convening a Board Meeting per
decision of the previous Board Meeting or a new notice may be given in
cancellation of the earlier notice.
Unlike the notice of the
General Meeting of a company, the notice of the Board Meeting need not contain
any of the items of business, and unless the article of a company requires
inclusion of the items of the business to be transacted, the list of businesses
need not be inserted in the notice of meeting.
With the growing
professionalisation of the company management, it has become almost a practice
for a standard type of company to enclose an agenda likely to be considered at
the meeting of the Board for which the notice is given. Instead of inserting
the bare items of business, it has been considered convenient to enclose
completely drawn agenda with supporting annexures for the full appraisal of the
Directors of the business to be transacted in the meeting.
RUSHABH MANAGEMENT &
INFOSYS.
ANAND
388001,
Dated
the_____,2003____
To
Shri, XYZ
Dear Sir, Notice is hereby
given that a meeting of the Board of Directors will be held at the registered
office of the Company at Anand 388001, on the
______,2003______, at ________,a.m./P.m.
You are requested to make it
convenient to attend the meeting.
A copy of the agenda of the
businesses which are likely to be transacted at the meeting is enclosed for
your perusal.
Yours
faithfully,
For RUSHABH MANAGEMENT LIMITED
Secretary.
Encl : as above
(each Director should be
individually
addressed with a copy of
agenda
of the meeting)
S. 286 -Notice convening a Board Meeting
(Another format)
ANAND 388001
Dated the
____,2003____
To
Shri XYZ
Anand 388001,
Dear Sir,
Notice is hereby given that
a meeting of the Board of Directors of the Company will be held at the head
office of the company at Anand 388001,on_______ the
______, 2003 __________ at _____a.m./p.m. to consider thereat the businesses as
per the enclosed agenda.
Yours faithfully,
For RUSHABH MANAGEMENT LIMITED
Secretary.
Encl: as above
Notice
canceling Board Meeting
There is no statutory
obligation that once a meeting of Board has been convened it has to be held as
scheduled. A notice convening a Board Meeting may be altogether cancelled,
after informing the Board Members by giving another notice of cancellation.
RUSHABH MANAGEMENT &
INFOSYS.
ANAND 388001
Dated the
____,2003____
To
Shri XYZ
Anand 388001,
Dear Sir,
Notice is hereby given that
a meeting of the Board of Directors of the Company notified to be held at the
registered office of the Company on the______ the______ 2003 _______ at
________a.m./p.m. has been cancelled due to unavoidable reasons. The date of
the next Board Meeting shall be informed to you by a fresh notice in due course
accompanied by a fresh agenda.
Inconvenience is regretted.
Yours
faithfully,
For RUSHABH MANAGEMENT LIMITED
Secretary.
RUSHABH MANAGEMENT &
INFOSYS.
ANAND 388001
Dated
the___2003, ____,
To
Shri XYZ
Anand 388001,
Dear Sir,
Notice is hereby given that
the Board Meeting Scheduled to be held
on_____ day at_____ at_____ p.m. will be held on the same date and at
the same time but at a different place. The changed venue of the said Board
Meeting will
be
____________________________________________________________________________.
Inconvenience if any caused
to the Board Members is regretted.
Thanks,
Yours
faithfully,
For RUSHABH MANAGEMENT LIMITED
Secretary.
There is a line of
distinction between cancellation of a notice of a meeting and postponement of
the date of a meeting. In the former case, it indicates that the business to be
transacted at such cancelled meeting a has been substantially altered or added
whereas postponement signifies a meeting to be held on some other date to
transact the business already notified.
One point, however, should be remembered that in the case of Board Meeting, the Board may discuss and transact any other business irrespective of what has been notified through the agenda.
RUSHABH MANAGEMENT &
INFOSYS.
Anand
388001,
Dated
the _____,2003_____,
To
Shri XYZ
Anand 388001,
Dear Sir,
Notice is hereby given that
a meeting of the Board of Directors of the Company notified to be held at the
_____on ____the 2003_____at a.m./p.m.
has been cancelled, due to non-availability of the review of the meeting
on that particular date.
A further notice is hereby
given that a meeting of the Board of Directors of the Company will be held on
_____the ____2003____at a.m./p.m. at the registered office of the Company at
Anand 388001, A fresh agenda of the business to be transacted at the aforesaid
meeting is enclosed for your perusal.
Yours faithfully,
For RUSHABH MANAGEMENT
LIMITED
Secretary
RUSHABH MANAGEMENT &
INFOSYS.
Anand 388001,
Dated
the ____,2003____
To
Shri XYZ
Anand 388001,
Dear Sir,
Kindly take notice that the
meeting of the Board of Directors notified to be held on_____ the___ 2003____at
____a.m./p.m. has been postponed at the request of Mr.__________,(a Director of
the company) and it will now be held on the
_____2003 ,____at_____ a.m./p.m. at the registered office of the company. The
agenda of the business, as sent along with the earlier notice, will be
considered at the said meeting.
You are requested to make it
convenient to attend the meeting. Any inconvenience caused to you because of
the postponement of the meeting is regretted.
Yours faithfully,
For RUSHABH MANAGEMENT &
INFOSYS.
Secretary.
Notice
of adjourned meeting (S. 288)
A Board Meeting may be
adjourned because the proceedings remained inconclusive at a Board Meeting that
had been notified.
If a meeting of the Board
cannot be held for want of quorum, then, unless the articles otherwise provide,
the meeting automatically stands adjourned till the same day in the next week,
at the same time and place, or if that day is a public holiday, till the next
succeeding day which is not a public holiday, at the same time and place.
For adjournment for any
reason other than the above or where the inconclusive Board Meeting had not
fixed a date and time for the adjourned meeting to be held, a notice is usually
given to the Directors to hold such adjourned meeting.
RUSHABH MANAGEMENT &
INFOSYS.
Anand 388001,
Dated the
____2003
To
Shri XYZ
Anand 388001,
Dear Sir,
Please take notice that the meeting of the Board of Directors of the Company which was held on_____the____2003 _____,and adjourned to a date to be determined by the Chairman of the meeting, has now been decided to be held on _____the____2003_____at____a.m./p.m.______at the registered office of the Company to transact the businesses which were left incomplete at the said Board Meeting held on the ____2003,____
Yours faithfully,
For RUSHABH MANAGEMENT &
INFOSYS.
Secretary.
Notice/communication
other than in connection with Board Meeting (S. 257)
Section 257 of the Companies
Act provides for notice to be served on the company proposing appointment to
the office of Director at any General Meeting of the company (other than a
retiring Director by normal rotation) either by the candidate himself or by
some member, not less than fourteen days before the meeting of the company.
RUSHABH MANAGEMENT &
INFOSYS.
Anand 388001,
Dated the
____,2003____,
To
Shri XYZ
Anand 388001,
Dear Sir,
I have been directed by Shri
____a Director of the Company, pursuant to article 146 of the Articles of
Association to convene a meeting of the
Board of Directors. Accordingly a meeting of the Board of Directors will
be held at the registered office of the Company at
Anand,388001,on______the_____2003____at_____a.m/p.m. to consider the business
as per the enclosed agenda.
You are requested to make it
convenient to attend the meeting.
Yours faithfully,
For RUSHABH MANAGEMENT
LIMITED
Secretary
Encl : as above.
RUSHABH MANAGEMENT &
INFOSYS.
Anand388001,
Dated
the____,2003____,
To
Shri XYZ
Anand 388001,
Dear Sir,
I have to inform you that a
special Board Meeting of the Directors of the company will be held at _____at_____ P.M. on the _______day of _____2003
for the purpose of considering the following business, namely
THAT ordinary meeting of the
board be held on the (first and third Wednesdays) in every month at the
company's office, at ___P.M. and that the secretary sends to each meeting, a
list of the matters then on the agenda for consideration at such meeting.
Yours faithfully,
For RUSHABH MANAGEMENT
LIMITED
Secretary
Dated _____2003.
Dated
the ____,2003_____,
To
M/s. RUSHABH MANAGEMENT & INFOSYS.,
Anand 388001,
Dear Sirs,
As I intend to move a
resolution at the next Annual General Meeting of the Company to the effect that
Mr. be appointed a Director of the Company, I, a member of the Company, hereby
give you notice within the meaning of section 257 of the Companies Act, 1956,
of my intention to move the following
resolution
"RESOLVED that Mr. be
and is hereby appointed a Director of the Company whose period of office shall
be liable to de termination by retirement of Directors by rotation."
I enclose a draft No _____dated_______ payable at________ for Rs. 500/-.
My folio No. is
_______________________________________________________
Yours
faithfully,
(X Y Z)
Encl : as above
Consent
to act as Director of the company [S. 264(l)]
Every person who has been proposed as a Director (other than a Director retiring by rotation) and for which a notice has been served on the company under section 257 of the Act, must intimate his consent in writing to the company to act as Director, if appointed.
Consent of the
Director to be charged by the Board with the responsibility of complying with
provisions of the Act
To
M/s. RUSHABH MANAGEMENT & INFOSYS.,
Anand 388001,
Dear Sirs,
I, XYZ son of ABC a Director
hereby give my consent for being charged by the Board of Directors of the
company above named with the responsibility, of complying with the under
mentioned provisions of the Companies Act, 1956.
1. ____________
2 . ____________
3 . ____________
Signature
XYZ
Dated this _____day of______ 2003
From
A.B.
To
X and Co. Ltd.
Dear Sirs,
With reference to the notice
served on you by Shri ________signifying his intention to propose my name for
the office of the Director at the Annual
General Meeting to be held on ________I hereby give my consent to act as
a Director, if elected at that Annual General Meeting.
Your faithfully,
Dated (A.B.)
X AND COMPANY LTD.
NOTICE
Notice is hereby given, that
a notice under section 257 of the Companies Act, has been duly lodged with the
company by M/s. X.Y. AND VW. intending to propose the name of Mr. A.B. for
election as a Director of the company at the Annual General Meeting scheduled
to be held on _________
By order of the Board
Dated ________
Secretary
S. 264-Notice
giving consent To.
M/s. RUSHABH MANAGEMENT & INFOSYS.,
Anand 388001,
Dear Sirs,
1, the undersigned, hereby
testify my consent, pursuant to section 264(l) of the Companies Act, 1956, to
act, if appointed as Director of the aforesaid company and I certify and
declare that I have not been disqualified to act as a Director under section
267 or 274 of the Companies Act, 1956.
1. Name and surname _____________
(in full)
2. Address New
Delhi- 110 008
3. Description :
(Father's name)
4. Occupation Business
Executive
5. Date of Birth 1st March,
1946
6. Nationality Indian
Dated the ________,2003
______
New Delhi- 110 008.
"THE COMPANIES ACT,
1956
FORM NO. 18
Registration No _____________.
Nominal capital Rs.
____________
NOTICE OF SITUATION/CHANGE
OF SITUATION OF
REGISTERED OFFICE
(Pursuant to section 146)
Name of the company _____________.
Notice is hereby given that
1. (a) the registered office
of the company is situated _____with effect from _____(date)
(b) the situation of the
registered office of the company was changed from _____to____ with effect from
____ (date)
2. Situation of registered office falls under the jurisdiction
of __________ (name of police station).
Signature _____________
Name
_______________
(In Block Capitals)
Designation
___________
Dated the ____day of_____2003______
Registrar of Companies NCT
of Delhi and Haryana-Application for
Change of Company Status
under Section 31 (1) of the
Companies Act, 1956
An application has been made
to the Registrar of Companies, NCT of Delhi and Haryana for grant of permission
changing the company status from Limited to Private Limited.
Any person whose interest,
if any, is affected by such changes may oppose the application within three
weeks from the date of the publication of Notice to Director, Company Law
Board, Northern Region, Kanpur.
Place: New Delhi, By
order of the Board
Dated: Director
Increase
in Filing Fee of Foreign Companies
Rule 20 of the Companies (Central Government's) General Rules and Forms, 1956 has been amended to increase the fee to be paid to the Registrar of Companies for registering any document relating to a foreign company from Rs. 1,000/- to Rs. 5,000/- by Notification No. GSR 330(E), dated 7-5-2003.
"THE COMPANIES ACT,
1956
FORM NO. 52
Registration No
._____________
Nominal capital Rs
____________.
Notice of (A) alteration in
the names and addresses of persons resident in India authorised to accept
service on behalf of a foreign company, (B) alteration in the address of
principal place of business in India of a foreign company, (C) list of places
of business established by a foreign company in India, (D) cessation to have a
place of business in India.
(Pursuant to sections
593(d), (e), 594(3), 597(3))
Name of the company ______
Country of incorporation
______
The above named foreign
company, having established an office of business in India at_______ hereby
gives notice
(A) of the alteration in the
names and addresses of persons resident in India authorised to accept service
on behalf of the company:
______________________________________________________________________________________
Present name and Usual
residential Remarks
as to
surname in full address alteration
(give date)
______________________________________________________________________________________
(1) (2) (3)
______________________________________________________________________________________
(B) of the alteration in the
address of principal place of business of the company in India
The principal place of
business in India was shifted from ______to ______with effect from
(C) of the places of
business in India as at ____(I)
1________
2________
3________
(D) (1) that it ceased to have a place(s) of business
in India at the following places since _______
(2) that the company is not
maintaining' place of business at any other place in India.
Signature ___________
Name
_____________
(In Block
Capitals)
Designation ____________
Dated the_____ day
of_____2003______.
Notes : 1. The date up to
which the balance-sheet and profit and loss account required to be
delivered to the Registrar of Companies pursuant to section 594(l) of the
Companies Act, 1956 are made out.
2. Portion not relevant
should be deleted.
3. Signature or signatures
of one or more persons authorised under section 592(l)(d) of the Companies Act,
1956, or of some person in India duly authorised by the company."
Section 264(2) of the
Companies Act requires that no person, on being appointed a Director other than
a retiring Director or an Additional or alternate Director or a Director
filling a casual vacancy or a Director named in the articles shall act as a
Director of the company unless he has within thirty days of his appointment
signed and filed with the Registrar his consent in writing to act as such
Director. For the purpose of this section, Form No. 29 has been prescribed
under the Companies (Central Government's) General Rules and Forms, 1956.
On being appointed a
Director, a person has to notify his concern or interest to the company at a
meeting of the Board of Directors. The statutory provisions in this regard
encompass a number of sections, such as, sections 297, 299, 301, 303, 307, and
308. Under paragraphs 9, 10 and 18 of the Form of Compliance Certificate
appended to the Companies (Compliance Certificate) Rules, 2001 applicable to
companies having paid-up share capital of less than Rs. 2 Crores but
equal to or more than Rs. 10 lakhs, a Compliance Certificate from a secretary
in whole-time practice to be filed with the Registrar of Companies has to
be obtained mentioning therein inter alia that the company has duly complied
with the provisions of section 297 of the Act in respect of contracts specified
in that section and that the company has made necessary entries in the register
maintained under section 301 of the Act and that the directors have disclosed
their interest in other firms/companies to the Board of Directors pursuant to
the provisions of the Act and the rules made there under. The information that
the newly appointed Director has to convey under the aforesaid sections may be
condensed into one form as under
Dated
the ____2003____
To
M/s. RUSHABH MANAGEMENT & INFOSYS.,
Anand 388001,
Dear Sirs,
As required under the
Companies Act, 1956, I hereby give you notice as follows:
A. Section
303:
(1) Name
in full _____________
(2) Former
name NIL
(3) Father's
name ____________
(4) Usual
residential address ____________
(5) Date of birth 1st March, 1952
(6) Present nationality Indian
(7) Nationality of origin Same as above
(8) Business or occupation Business Executive
(9) Names of public and private Please see
companies of which I am a Annexure 'A'
Director
(10) Names of companies of General Manager of
M/s. ABC & which I am a Managing Di- Company Ltd.
rector/Manager/Secretary
I have not been nominated to
the office of the Director by any firm or body corporate.
B. Sections 297, 299 and 301
(a) I hereby give notice that I am/I Nil
am not a partner in (any) firm
(b) I am Director of the companies Please see
specified in Annexure 'A'
hereto Annexure
'A'
(c) Bodies corporate of which I am Please see
a member and I am accordingly Annexure 'B'
to be regarded as concerned or
interested in any contract or ar
rangement which may, after the
date of this notice, be entered
into with any of such companies
or bodies corporate
(d) I hereby give notice that I have Nil
(I have no) relative
employed under
the company (names and
addresses)
(e)
I
also declare that in none of the
companies in which I hold
shares,
does my holding exceed two
per cent
of the paid-up share
capital of the
respective companies
I do not have any shares or
debentures in the company or in any of its subsidiaries or its holding company.
I shall be obliged if you
kindly have this notice and the Annexures read at the Board Meeting next
following the date hereof.
Yours faithfully,
ABC
Encls : As above
Renewal
of general notice of interest [S. 299(3)(b)]
Every Director, on being
appointed, has to give a notice to the company, of his interest, whether direct
or indirect, in a contract or arrangement, or proposed contract or arrangement,
entered into or to be entered into, by or on behalf of the company. He should,
in such notice, disclose his nature of interest, at a meeting of the Board of
Directors.
For the above purpose,
disclosure made at the first meeting of the Board after the Director becomes
concerned or interested, may be sufficient, if given through a general notice,
a specimen of which is given above. It should be noted that pursuant to section
299(3)(b), any general notice expires at the end of the financial year in which
it is given, but it may be renewed for further periods of one financial year at
a time, by a fresh notice given in the last month of the financial year in
which it would otherwise have expired.
"THE COMPANIES ACT,
1956
FORM NO. 24AA
NOTICE BY THE INTERESTED
DIRECTOR
(Pursuant to section 299)
To
The Board of Directors
Of _____________
_____________
I, ______ son of ______resident of _____holding
______shares (equity or preference of Rs ____per cent of the paid-up
capital) in the company in my name, hereby give notice that I am interested directly/through
my relative(s) in the following companies.
Name of the companies/firms Nature
of interest
1___________ 1___________
2___________ 2___________
3___________ 3___________
Signature
Name
(In
Block Capitals)
Dated the _____day
of_____2003_____..
Dated
the _____2003_____
To
M/s. RUSHABH MANAGEMENT
& INFOSYS.,
Anand 388001,
Dear Sirs,
Pursuant to the provisions
of section 299(3)(b) of the Companies Act, 1956, I hereby give you fresh
general notice that I am Director and member of the companies mentioned in the
Annexures 'A' and 'B' hereto, respectively, and that I am to be regarded as
interested in the contracts or arrangements which may be entered into with the
companies concerned. I am/I am not a partner of the firm __________/or any
firm. Kindly ensure that this is placed and read at the next meeting of the
Board of Directors of the company.
Yours faithfully,
(XYZ)
Encl : As above
Change
in the Directorship occurring during the year (S. 305)
For any change that may
occur during the year, in the Directorship held by a Director, it is necessary
to inform the companies about such change immediately.
Provisions have been made
under section 305 of the Act for every Director, Managing Director, Manager or
Secretary of any company who is appointed to or relinquishes the office of
Director, Managing Director, Manager or Secretary of any other body corporate
to notify within twenty days of the change the particulars thereof to the
respective bodies corporate. Failure to do so shall be punishable with fine
which may extend to Rs. 5,000/-.-
Dated the _____2003_____.
To
M/s. RUSHABH MANAGEMENT
& INFOSYS.,
Anand 388001,
Dear Sirs,
Pursuant to the provisions
of section 305 of the Companies Act, 1956, I hereby give notice that I have
been appointed as a Director of M/s. ABC & Company Limited with effect from
the_____.2003 ,_____whose registered office is situated at ______.
Kindly amend the Register of
Directors and Register of Contracts of the company accordingly. Thanking you in
anticipation.
Yours faithfully,
(XYZ)
Relinquishing any office of Director, Managing Director, Manager or Secretary, in the same way, has to be notified to the respective body corporate where such person is holding the position of a Director, Managing Director, Manager or Secretary.
Dated the _____2003,_____
To
M/s. RUSHABHA MANAGEMENT & INFOSYS,
Anand 388001,
Dear Sirs,
Pursuant to the provisions of section 305 of the
Companies Act, 1956, I hereby give you notice that I ceased to be a Director of
M/s. XYZ & Company Limited _____effective from the_____.2003
Kindly amend your register of Directors and register
of contracts accordingly. Thanking you in anticipation.
Yours faithfully,
(XYZ)
Change
in the designation of a director to manager, managing or whole-time
director or any other
If there is a change in the designation of a director from an ordinary director to additional or alternate director or director in casual vacancy or vice versa or to managing or whole-time director or vice versa, it has to be notified to all the companies/body c6rporates where such person is holding the position of a director, managing director or whole time director.
S. 305-Change in Designation of a director
Dated
the 2003
To
M/s.
RUSHABHA MANAGEMENT & INFOSYS,
Anand
388001
Dear Sirs,
I
hereby inform that I have become _____in____Company Ltd. with effect from
Please carry out the necessary changes in the
Company's Register of Directors and Register of Contracts.
Thanking you in advance
Yours faithfully,
(XYZ)
S. 303-Noticefor change in the name of body corporate
Dated the _____2003,_____.
To
M/s.
RUSHABHA MANAGEMENT & INFOSYS,
Anand
388001
Dear Sirs,
I hereby give you notice that with the approval of
the Central Government, the name of M/s. BCD & Company Limited, of which I
am a Director, has been changed to CDE & Company Ltd. as from the
_____.2003
Kindly amend your Register of Directors and register
of contracts accordingly.
Yours faithfully,
(XYZ)
S. 303 -Notice for Resignation or Retirement
Dated
the _____.2003,_____.
To,
M/s.
RUSHABHA MANAGEMENT & INFOSYS,
Anand
388001
Dear Sirs,
Due to unavoidable circumstances, I hereby tender my
resignation from the Board of Directors of your company with immediate effect.
I shall be obliged if the Board of Directors of the
company consider my resignation at the earliest and communicate its acceptance
thereof.
I hereby convey my felicitation to all the members
of the Board for the unstinted faith and co-operation I have received
during the tenure of my directorship.
Yours faithfully,
(XYZ)
When a director resigns from his directorship such
resignation takes effect from the date of resignation and he ceases to be on
the Board of Directors of the Company from that date. S.B. Shankar v. Amman
Steel Corporation, (2003) 110 Com Cases 50 (Mad).
S.640-B-Notice pertaining to re-appointment of Managing Director
NOTICE UNDER SECTION 640-B
Notice is hereby given to the members of the Company pursuant to Section 640-B of, the Companies Act, 1956, that the Company intends to apply to the Central Government for its approval under Sections 269, 309 and other applicable provisions of the Companies Act, 1956, to the re-appointment of Shri SKM and AKM as Managing Directors with affect from 1st September, 2003, on terms and conditions contained in resolution adopted at a Board Meeting of the Company held on 30th July, 2003, and at the Annual General Meeting of the Company held on 27th August, 2003.
Any person having any
objection to the above proposal may communicate his objection in writing duly
substantiated to the Secretary, Department of Company Affairs, within 30 days
of the publication of this notice.
By Order of the Board
For ABC Limited
(Secretary)
Regd. Office:
Date:
S. 640-B-Notice for payment of commission of 1% to directors
Notice
Notice is hereby given pursuant to the provisions of section 640-B of the Companies Act, 1956 that the Company proposes to submit an application to the Central Government pursuant to sections 309 and 310 and other applicable provisions of the said Act, for approval of the proposal to pay commission in addition to prescribed sitting fees of 1% of the net profits of the Company computed as per sections 198 and 309 of the said Act to its resident non-whole-time directors including alternate directors as per the approval of the members of the company at the 35th Annual General Meeting held on 24th July, 2003 for a period of 5 years commencing from 1st April, 2003.
For XYZ Co. Ltd.
6th October, 2003. SKP
Company Secretary
To
The Secretary,
RUSHABH MANAGEMENT & INFOSYS.
Re: Objection to the proposal of Re-appointment
of Managing Director
Dated ______
Sir,
In
response to the publication of notice on _____in_____ newspaper given under
section 640-B with regard to re-appointment of Shri __________. as
managing director of M/s RUSHABHA MANAGEMENT & INFOSYS, I hereby
communicate my objection to the said re-appointment due to the following
reasons, among others:
The aforesaid objection may please be considered in
dealing with the application of approval of the said re-appointment of
Shri _____..as managing director of M/s RUSHABHA MANAGEMENT & INFOSYS,
Thanking you,
Yours faithfully
Name:
Address:
S. 640-B-Notice pertaining to appointment of whole-time Director
Pursuant to Section 640B of
the Companies Act, 1956 notice is hereby given to the members of the Company
that the Company intends to make an application to the Central Government for
its approval under Section 269 and other applicable provisions, if any, of the
said Act for the appointment of Shri SKM as the whole time Director of the
Company for the period of 5 years w.e.f. 5th September, 2000 at a remuneration
and subject to the terms and conditions as approved by the shareholders in the
Extraordinary General Meeting held on 20-9-2003.
By order of the Board
For ABC LTD Director
Dated,_____
(Secretary)
Ss. 269, 310, 311 and S. 640B-Public Notice for re-appointment of whole-time executive director
ABC Limited
Regd. and Head Office
____________
Notice is hereby given that
pursuant to Section 640-B of the Companies Act, 1956, the Company intends
to apply to the Central Government for the approval under Sections 269, 310 and
311 of the Companies Act, 1956 to re-appointment of Shri_____.as whole-time
Executive Director of the Company with effect from …..for a period of 5 years
on such terms and remuneration as approved by the shareholders at their Annual
General Meeting held on_____and for payment of minimum remuneration.
Place: By
Order of the Board of Directors
Date: Managing
Director
Appointment
of managerial personal (Ss. 269, 310, 311)
Before any application is
made by a company to the Central Government under sections 269, 310 and 311 of
the Act there shall be issued by or on behalf of the company a general notice
to the members thereof, indicating the nature of the application proposed to be
made.
Such notice shall be
published at least once in a newspaper in the principal language of the
district in which the registered office of the company situate and circulating
in that district and at least once in English in a English newspaper
circulating in that district.
Copies the notices, together
with a certificate by the company as to the due publication thereof, shall be
attached to the application along with document evidencing payment of requisite
application fee as prescribed under the Companies (Fees on Applications) Rules,
1999.
Refusing
re-appointment (S. 256)
At least two-thirds of
the Directors in the Board should be directors who are to retire by rotation
every year and at every Annual General Meeting one-third out of that two-thirds
must retire by rotation. Pursuant to the provisions of section 256 of the Act,
the company may fill up the vacancy at an Annual General Meeting at which a
Director retires by appointing the retiring director or any other person. The
Director retiring by rotation has an inherent right to be re-appointed
with the exception of the cases, inter alia where the retiring Director has by
a notice in writing addressed to the company or its Board of Directors,
expressed his unwillingness to be so reappointed.
S. 256-Notice refusing re-appointment
Dated
the _____2003
To
M/s.
RUSHABHA MANAGEMENT & INFOSYS,
Anand
388001
Dear Sirs,
Pursuant to the provisions
of clause (b)(ii) of sub-section (4) of section 256 of the Companies Act,
1956 I hereby give,-notice that I am not interested in getting re-elected
at the ensuing Annual General Meeting of the company at which I shall be
retiring by rotation.
I convey my thanks to all the members of the Board
for their unstinted cooperation and support endorsed to me that I received
during the term of my office as a Director. Thanks, once again,
Yours faithfully,
(XYZ)
S. 264(2)-Notice failure to file consent with the Registrar
Dated the_____2003,____
To
Shri
XYZ,
Dear Sirs,
At a meeting of the Board of
Directors of the Company held on ______the_____2003____on a review made, it was
found that you have not provided the Company with the particulars as per Form
No. 29, for the purpose of filing your consent to act at Director with the
Registrar of Companies under section 264(2) of the Companies Act, 1956, within
thirty days of your appointment.
The Board of Directors is of opinion that because of
the aforesaid lapse, you are not to act as a Director of the Company on and
from the _____2003_____.as your appointment as Director is invalid.
Yours faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
(Secretary)
Disqualification
of Managing Director (S. 267)
Certain persons are not to be appointed or act as such as a Managing Director, or a whole-time Director of a company. Section 267 of the Act specifically provides the grounds that as undischarged insolvent, a person who has suspended payment to the creditor or who has been convicted by a Court of an offence involving moral turpitude shall be debarred either to be appointed or acting as such a Director of a company. This section applies to all companies be it a public or private company.
Besides the provisions under
section 267 of the Act, there are other provisions pursuant to sections 202,
203, 274, 283 extending the grounds for disqualification of persons to be
appointed, employed or to continue the appointment of a Director.
Rule 4(8) of the Companies
(Appointment of Small Shareholder's, Director) Rules, 2001 read with section
252(l) proviso provides that a director elected as a small shareholders'
director in public companies having paid-up share capital of Rs. 5 crores
or more and having 1000 small shareholders cannot be appointed as a whole-time
or managing director.
Dated
the _____.2003,_____.
To
Shri ABC (Managing
Director),
___________.
___________.
Dear Sir,
The Board of Directors of
the Company at a meeting held on _____________.the ______2003 considered a copy of the judgment of the High
Court at Delhi adjudging you as an insolvent.
The Board of Directors is of
the opinion that, pursuant to the provisions of section 267(a) of the Companies
Act, 1956, you cease to continue to hold the office of the Managing Director of
the Company with effect from the _____________ 2003____
Yours faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
(Secretary)
S. 267(b)-Notice to Managing/Whole-time Director not qualified to act as such
Dated
the _____2003_____
To M/s. RUSHABHA MANAGEMENT & INFOSYS,
Anand 388001
To
Shri XYZ (Managing Director)
_______________
…___________..
Dear Sir,
The Board of Directors of the Company has been
informed that you have suspended payment to your creditors namely M/s _____of
Rs _____ and under section 267(b) of the Companies Act, 1956, the company
cannot continue your appointment as a managing director.
The
Board after discussing the matter at its meeting held on _____decided to
discontinue with your services as the managing director of the company and requests you to tender your resignation
to the Board as soon as possible and before the date of the next board meeting
to be held on _____2003.
Yours faithfully,
RUSHABHA MANAGEMENT &
INFOSYS,
(Secretary)
S. 267(c)-Notice to Managing/Whole- time Director to discontinue his services as such
RUSHABHA MANAGEMENT &
INFOSYS,
Dated
the _____2003,_____
To
Shri ABC (Managing Director)
___________.
___________.
Dear Sirs,
The Board of Directors of
the Company has received information that you have been convicted by the
Hon'ble High Court of Delhi of an offence involving moral turpitude and under
section 276(c) of the Companies Act, 1956, the Company is prohibited from
continuing your appointment as the Managing Director of the Company. . The
Board at its meeting held on _____2003 decided to request you to step down from
the said office of Managing Director of the Company by tendering your
resignation to the Board.
Regrets,
Yours faithfully,
RUSHABHA MANAGEMENT &
INFOSYS,
(Secretary)
RUSHABHA MANAGEMENT &
INFOSYS,
Dated
the ______2003_____.
To
Shri XYZ,
Dear Sir,
We regret to inform you that
since M/s. Trade Links Ltd. of which company you are also a director, has not
filed annual accounts and annual report of that company for a continuous period
of three financial years from 1999-2000, 20002001 and 2001-2003,
under section 274(l)(g)(A) of the Companies Act, 1956, you are not capable of
being appointed director of our company and therefore our company will not be
able to re-appoint you again as the director of the company in its
ensuing annual general meeting where you are due to retire by rotation.
We also hereby regret to
inform you that you shall not be eligible to be appointed as a director of our
company being a public company for a period of five years.
Regrets, once again,
Yours faithfully,
RUSHABHA MANAGEMENT &
INFOSYS,
(Secretary)
RUSHABHA MANAGEMENT &
INFOSYS,
Dated_____2003_____.
TO
Shri XYZ,
Dear Sir,
We regret to inform you that
since M/s. Trade Links Ltd. of which company you are also a director, has
failed to repay its fixed deposit to its holders when matured and has also
failed to repay interest thereon on due date and such failure has continued for
a period of more than one year under the provisions of section 274(l)(g)(B) of
the Companies Act, 1956, you are not capable of being appointed director of our
company and therefore our company will not be able to re-appoint you
again as the director of the company in its ensuing annual general meeting
where you are due to retire by rotation.
We also hereby regret to inform you that you shall not be eligible to be appointed as a director of our company being a public company for a period of five years.
Regrets, once again,
Yours faithfully,
RUSHABHA MANAGEMENT &
INFOSYS,
(Secretary)
RUSHABHA MANAGEMENT &
INFOSYS,
Dated
____2003____.
To
Shri XYZ,
Dear Sir,
The Board of Directors has
been informed that M/s. Trade Links Ltd. of which company you are also a director,
has failed to redeem its 10% Redeemable Debentures to its debenture holders on
due date and such failure has continued for a period of more than one year.
Under the provisions of
section 274(l)(g)(B) of the Companies Act, 1956, you are not capable of being
appointed director of our company and therefore our company will not be able to
re-appoint you again as the director of the company at its ensuing annual
general meeting where you are due to retire by rotation.
We hereby regret to inform
you that you shall also not be eligible to be appointed as a director of our
company being a public company for a period of five years.
Regrets, once again,
Yours faithfully,
RUSHABHA MANAGEMENT &
INFOSYS,
(Secretary)
RUSHABHA MANAGEMENT &
INFOSYS,
Dated
____.2003_____
To
Shri XYZ,
Dear Sir,
The Board of Directors has
been informed that M/s. Trade Links Ltd. of which company you are also a
director, has failed to pay dividend to its shareholders holders for a
continued period of more than one year.
Under the provisions of
section 274(l)(g)(B) of the Companies Act, 1956, you are not capable of being
appointed director of our company and therefore our company will not be able to
re-appoint you again as the director of the company at its ensuing annual
general meeting where you are due to retire by rotation.
We hereby regret to inform
you that you shall also not be eligible to be appointed as a director of our
company being a public company for a period of five years under proviso to
section 274(l)(g)(B).
Regrets, once again,
Yours faithfully,
RUSHABHA MANAGEMENT &
INFOSYS,
(Secretary)
Vacation of office by
Directors who are to be retired by rotation comes within the provisions of
section 283 of the Act which mentions various offences, and provides that on
the commitment of any of them, the office of the Director shall be deemed to be
vacant.
S. 283(l)(e)-Notice to the Director committing an offence
RUSHABHA MANAGEMENT &
INFOSYS,
Dated
the_____2003____
To
Shri XYZ,
At a review made by the
Board of Directors of the Company at its last meeting held on
the____2003_____it was considered that you have committed certain defaults
which attracts the provisions of section 283(l)(e) of the Companies Act, 1956.
Pursuant to the provisions
of the said section, you are, therefore, said to have vacated the office of
Director you are holding on the Board of the Company at present, with effect
from the_____.2003,_____
Yours faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
(Secretary)
A company may, subject to
the provisions of section 284 of the Act, by ordinary resolution of which
'special notice' has been given, remove any Director before the expiration of
the period of office and may by ordinary resolution of which special notice has
been given, appoint another person in his stead, if the Director so removed was
appointed by the company in General Meeting or by the Board in a casual vacancy
under section 262 of the Act.
The main pivot of the
operation of removal of either Auditor or Director is the service by a member thereof
of a 'special notice'. What construes a special notice has been provided in
section 190 of the Act. Provision of special notice in the Companies Act has
been made in regard to removal of Auditors under section 225, and removal of a
Director under section 284 before the tenure of their respective offices. The
Articles of Association of a company may insert additional matters in respect
of which special notice may be required.
'Special notice' has been
defined under section 190 of the Act as a notice of the intention of a
member(s) to move a resolution to deal with matters under the aforesaid
sections or for any other matter provided in the articles and to be given to
the company not less than fourteen days before the meeting at which it is to be
moved, exclusive of the day on which the notice is served and the day of the
meeting.
On receipt of such notice,
the company must immediately give its members notice of the resolution within
not less than seven days in the same manner, as it gives notice of the meeting
or if that is not practicable, the company should give them notice either by
advertisement in the newspapers or in any other mode allowed by its articles.
Companies are bound to circulate the
notice with respect to the removal of the Director concerned, affording him an
opportunity to make representations and/or being heard orally at the meeting.
The concerned Director's representation, if received in time, is also required
to be circulated to all the members.
On hearing the
representation made by the outgoing Auditor/Director (as the case may be), the
ultimate authority to take action is the members of the company present in
General Meeting at which the 'special notice' is to be considered. Thus, the
General body of shareholders has been given a great power to remove a Director
with whom it is dissatisfied whether such Director is under contract of service
or not.
S. 190/284(2)-'Special notice' to remove a Director
Dated
the ____2003_____.
To
M/s. RUSHABHA MANAGEMENT & INFOSYS,
Dear Sirs,
I hereby give you a 'special
notice' within the meaning of section 190 of the Companies Act, 1956, of my
intention to move at the next Annual General Meeting of the Company the
following resolution to be an ordinary resolution for the removal of Mr. XYZ, a
Director of your Company, pursuant to section 284 of the Companies Act, 1956:
"RESOLVED that Mr. XYZ,
a Director of the Company, whose office is liable to determination by
retirement by rotation of Directors, be and hereby removed from the
directorship on the Board of Directors of the Company, with effect from
Yours faithfully,
(XYZ)
S. 188/190/284-Circulation of Members Resolution
X and Co. Limited
(Regd. Office)
Dated: ______..
NOTICE is hereby given that
at the Annual General Meeting of the Company to be held on…..Mr …..a
shareholder of the Company intends to move the following resolution of which
notice has been received by the company under sections 190 and 284 of the
Companies Act, 1956.
"RESOLVED that Mr. A.B.
be and is hereby removed from his office as Director of the Company".
A copy of the Special Notice
and statement of material facts received from Mr _____are enclosed herewith.
By order of the Board
Secretary.
S. 284(3) &(4) -Notice to Directors of resolution for his removal
X AND COMPANY LTD.
To
Mr. J.J.
Director
Sir,
This is to inform you that
the Company has received notice of a resolution proposed to be moved at the
Annual General Meeting to be held on _____.for re moving you from the office
of Director. A copy of the said notice is enclosed for your ready reference.
If you intend to submit any
representation in this regard to the Company, kindly ensure that it reaches us
on or before so that your representation may be circulated to the members along
with the notice of the intended resolution.
Yours faithfully
Dated _____ Secretary
From A. B.
C.D.
E.F.
To
X and Co. Ltd., Dear Sirs,
This is to inform you that we as shareholders of the
Company holding _____equity shares of Rs _____each, intend to move at the
Annual General Meeting scheduled to be held on the __________a resolution for
the removal of Mr. J.J. from the office of Director of the company and to fill
up the vacancy covered by his removal by the appointment of Mr. G.H. as
Director
Yours faithfully
Dated _____ AB-Sd
CD-Sd
EF-Sd
RUSHABHA MANAGEMENT &
INFOSYS,
Dated
the ____2003_____
To
Shri
XYZ,
Dear
Sir,
Please be informed that in the annual general
meeting held on _____2003, the vacancy created by removal of Mr. J.J. on
special notice given by shareholders no director was appointed. Pursuant to
sub-section (6) of section 284, the Board of Directors is required to be
filled as a casual vacancy and you are selected to be appointed as a director
in casual vacancy by the Board of Directors at its meeting to be held on 2003.
Thanking
you,
Yours faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
(Secretary)
S. 286 read with 41 listing Agreement-Notice of Board Meeting for consideration quarterly results
XYZ Co. Ltd.
Corporate and Registered Office,
Pursuant to clause 41 of the Listing Agreement,
notice is hereby give that meeting of the Board of Directors of the Company
will be held on Friday the 27th August, 2003, at 11.00 A.M. to inter-alia
consider and take on record the unaudited Financial Results (provisional) of
the Company for the quarter ended 30th June, 2003.
For ABC Co. Ltd.
Sd/
Company
Secretary
Date: 10th August, 2003
Published pursuant to clause
41 of the listing agreement
Name of the Company Cavalet
India Limited
Project For
Manufacture of Leather, PVC and
PU
Products
Money collected for the Project through Rs. 175.43 lakhs
Public Issue
Money spent for the project Rs. 913.80 lakhs
Cost of the project Rs.
962.22 lakhs
Amount spent on Building (including Rs. 179.07 lakhs
Work- in- Progress)
Amount spent on machinery (including Rs. 236.49 lakhs
Work-in -Progress)
Trial run took place in the month of February, 2003
Commercial production will commence in September, 2003
For Cavalet India Limited
Managing Director
Date: 6-7-2003
UNAUDITED FINANCIAL RESULTS
FOR THE THREE MONTHS
ENDED ____________
Rs. in lakh
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Corresponding 3 |
Year to date |
Year to date |
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months in the |
figures for |
figures for the |
accounting |
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previous year |
current period |
previous year |
year |
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operations |
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stock in trade |
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materials |
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expenditure to be |
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tax (1+2-3-4-5) |
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7.
Provision for taxation |
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8. Net Profit(+)/Loss(-)
(6- |
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Paid-up equity share |
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capital |
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Reserves excluding re- |
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valuation reserves (as |
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to be given in column (5) |
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11.
Basic and diluted EPS |
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for the period, for the |
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year to date and for the |
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Notes :
(a) Any event or transaction
that is material to an understanding of the results for the quarter including
completion of expansion and diversification programmes, strikes, lockouts,
change in management, change in capital structure, etc., shall be disclosed.
Similar material event or transactions subsequent to the end of the quarter,
the effect whereof is not reflected in the results for the quarter shall also
be disclosed.
(b) All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes in accounting practices affecting the profits materially must be disclosed separately.
(c) In case of companies
whose revenues are subject to material seasonal variations, they shall disclose
the seasonal nature of their activities and may also supplement their unaudited
financial results with information for 12-month periods ended at the
interim date (last day of the quarter) for the cur-rent and preceding
years on a rolling basis.
(d) Company shall give the
following information in respect of dividend paid or recommended for the year
including interim dividends declared :
(i) Amount of dividend
distributed or proposed distinguishing between different classes of shares and
dividend per share also indicating nominal value per share.
(ii) Where dividend is paid
or proposed prorata for shares allotted during the year, the date of allotment,
number of shares allotted prorata amount of dividend per share and the
aggregate amount of dividend paid or proposed on pro-rata basis.
(e) The effect of changes in
composition of the company during the quarter, including business combinations,
acquisitions or disposal of subsidiaries and long-term investments,
restructuring and discounting operations shall be disclosed.
(f) If there is any
qualifications by the auditors, in respect of the audited accounts of the
previous accounting year which has a material impact on the profit disclosed in
such accounts, then the company shall disclose the same along with the
unaudited quarterly results and give explanation as to how such qualifications
has been addressed in the unaudited financial results.
(g) If the company is yet to
commence commercial production, then instead of the quarterly results, the
company should give particulars of the status of the project, its
implementation and the expected date of commissioning of the project.
(h) The unaudited results sent to stock exchange/s and published in newspapers should be based on the same set of accounting policies as those followed in the previous year. In case, there are changes in the accounting policies, the results of previous year will be recast as per the present accounting policies, to make it comparable with current year results.
In the business of quality
prawn feed
Status of the project as on
30th June, 2003 published in accordance with Clause 41 of the Listing Agreement
1. Name Avanti Feeds
Limited
(Formerly
"Avanti Industries Limited" Change of name effective from 11-
11- 1994)
2. Project Manufacture of
Shrimp Feed.
3. Project
Progress Implementation
of the project is complete, Trial production commenced. Commercial production
commenced from November, 1994.
4. Funds requirement All the funds of the project
including Working Capital have been tied-up.
for
Avanti Feeds Limited
Sd/
A. Venkateswasa Ray
Chairman
Date- 10-8-2003
ABC Ltd.
Regd. Office: GIDC
Industrial Estate, Valia Road,
Taluka Jhagadia, Dist.
Bharuch
Project : Plant to manufacture 70,000 TPA of Carbon & Alloy Steel
Seamless Tubes with in-house Steel manufacturing & Rolling (1,00,000
TPA)
Status of the Project:
(a) Land The Company
has obtained allotment of 60 hectares of land from GIDC and taken possession of
20 hectares which is sufficient for erection of the main plant and buildings.
The possession of the balance 40 hectares will be given shortly.
(b) Power GEB has
sanctioned equisite 45 MVA power for the
project.
(c) Civil Work The civil and
structural work for the main plant is in an advanced stage of completion.
Offsite and utilities construction also is progressing as per schedule. Progress
was affected during the unprecedented rains in
Gujarat and the plague epidemic in Surat.
(d) Plant
& Machinery Orders for
Plant & Machinery have been placed and the status in respect of each unit
is as under:
Tube Plant All the major
machinery have been received at site and erection is in an advanced stage of
completion.
Steel Plant Electric Arc
Furnace, Ladle Furnace & Continuous Cast Machines-delivery of machinery and
erection have commenced.
Rolling Mill Blooming Mill
has been received and erection is to
commence shortly.
Despite the delay as
aforesaid, the progress of the project is satisfactory. It is expected that the
project will be completed by 31-3-1998.
For ABC Limited
R.C. Saraf
23rd August,
2003
Managing Director
RUSHABHA MANAGEMENT &
INFOSYS,
Regd. Office ANAND 388001
Notice is hereby given that
a Meeting of the Board of Directors of the Company will be held on the____ day
of_____ 2003 ___at ____A.M./P.M to consider the quarterly unaudited financial
results for the period ended______2003,____
RUSHABHA MANAGEMENT &
INFOSYS,
(SECRETARY)
Dated the ____day
of___2003,_____
Quarterly
unaudited financial results (Another
format)
RUSHABHA
MANAGEMENT & INFOSYS,
Registered Office: ANAND
388001.
Dated the ___2003____
To
Shri XYZ,
Dear Sir,
Pursuant to clause 41 of the
listing agreement, notice is hereby given that a meeting of the Board of
Directors of the Company will be held on ____day, the____April, 2003 at the
registered office to inter alia consider and take on record the unaudited
financial results (provisional) of the Company for the quarter/year ended on
31st March, 2003.
Thanks
Yours faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
(Secretary)
(Another Format)
S. 286-Notice
of Board Meeting to consider unaudited financial results (Another Format)
RUSHABHA MANAGEMENT &
INFOSYS,
Registered Office:
ANAND 388001
Dated the ____2003,____
To
Shri XYZ,
Dear Sir,
In accordance with clause
41' of the Listing Agreement notice is hereby given that a meeting of the Board
of Directors of the Company will be held on 24th April, 2003,
Wednesday, at 11.30 A.M. at _____Nagpur, to consider and take on record
Quarterly Unaudited Financial Results for the fourth quarter ended on 31st
March, 2003.
Thanking you,
Yours faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
(Secretary)
Shareholding
Pattern on quarterly basis
As per clause 35 of listing
agreement, listed companies are required to file with the Stock Exchange the
shareholding pattern on quarterly basis within 15 days of the end of the
quarter in the form given below.
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DISTRIBUTION OF SHAREHOLDING AS ON QUARTER ENDING |
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Category |
No. of |
Percentage of |
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shareholding |
shareholder |
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A. Promoters Holding |
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1. Promoters |
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-Indian Promoters |
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-Foreign Promoters |
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2. Persons acting in concert |
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Sub-Total |
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B. Non-promoters holding |
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3. Institutional Investors |
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(a) Mutual Funds and UTI |
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(b) Banks, Financial Institutions, |
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Insurance Companies (Central/State |
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Government
Institutions/Non- Government |
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Institutions) |
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(c) FIIs |
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Sub-Total |
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Note 1 : Name and member of share
held and percentage shareholding of entities/persons holding more than I per
cent of the shares of the company be given under each head.
Note 2 : Total foreign shareholding
in number of shares and percentage shareholding be given as footnote including
GDR and ADR holdings.
Note 3 : The Company shall also post
this information on its web site.
Regd. Office:
UNAUDITED FINANCIAL RESULTS
(PROVISIONAL) FOR SIX
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(1) |
(2) |
(3) |
(4) |
(5) |
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3 months ended |
Corresponding 3 months in the previous year |
Year
to date Figures or Current period |
Year
to date figures for the previous year |
Previous accounting year |
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1.Net sales/income from operations 2. Other income |
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3.Total expenditure (a)Increase/decrease in stock in trade (b)Consumption of raw materials (c) Staff cost (d),Other expenditure (Any item exceeding10 per cent of the total
expenditure to be shown separately). |
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4. Interest |
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5. Depreciation |
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6.Profit(+)/Loss(-) before tax (1+2-3-4-5) |
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7.Provision for taxation |
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8.Net Profit(+)/Loss (-)(6-7) |
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9.,Paid-up equity share capital |
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10.Reservesexcludingr evaluation reserves(as per
balance sheet) Of previous accounting year to be given in column (5) |
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11.Basic and diluted EPS for the period, for the year to date and for the pervious
year (not to be annualized) |
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12Aggregate of non promoter shareholding Number of shares Percentage of shareholding |
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Notes :
(a) Any event or transaction
that is material to an understanding of the results for the quarter including
completion of expansion and diversification programmes, strikes, lockouts,
change in management, change in capital structure, etc., shall be disclosed.
Similar material event or transactions subsequent to the end of the quarter,
the effect whereof is not reflected in the results for the quarter shall also
be disclosed.
The disclosure is applicable
only for half yearly financial results ending on or after 31st March, 2001.
From the half year ending on or after 31st March, 2003, the companies shall
also be required to disclose the non-promoter shareholding at the end of
the corresponding half year in the previous year and at the end of the previous
accounting year. Non promoter shareholding as classified under category B in
the shareholding pattern in clause 35 of the Listing Agreement.
(b) All material non-recurring/abnormal
income/gain and expenditure/loss and effect of all changes in accounting
practices affecting the profits materially must be disclosed separately.
(c) In case of companies
whose revenues are subject to material seasonal variations, they shall disclose
the seasonal nature of their activities and may also supplement their unaudited
financial results with information for 12-month periods ended at the
interim date (last day of the quarter) for the current and preceding years on a
rolling basis.
(d) Company shall give the
following information in respect of dividend paid or recommended for the year
including interim dividends declared :
(i) Amount of dividend
distributed or proposed distinguishing between different classes of shares and
dividend per share also indicating nominal value per share.
(ii) Where dividend is paid
or proposed pro-rata for shares allotted during the year, the date of
allotment, number of shares allotted pro-rata amount of dividend per share and
the aggregate amount of dividend paid or proposed on pio-rata basis.
(e) The effect of changes in
composition of the company during the quarter, including business combinations,
acquisitions or disposal of subsidiaries and long-term investments,
restructuring and discounting operations shall be disclosed.
(f) If there is any
qualifications by the auditors, in respect of the audited accounts of the
previous accounting year which has a material impact on the profit disclosed in
such accounts, then the company shall disclose the same along with the
unaudited 'quarterly results and give explanation as to how such qualifications
has been addressed in the unaudited financial results.
(g) If the company is yet to
commence commercial production, then instead of the quarterly results, the
company should give particulars of the status of the project, its
implementation and the expected date of commissioning of the project.
(h) The unaudited results
sent to stock exchange/s and published in newspapers should be based on the
same set of accounting policies as those followed in the previous year. In
case, there are changes in the accounting policies, the results of previous
year will be recast as per the present accounting policies, to make it
comparable with current year results.
BY ORDER OF THE BOARD
MANAGING DIRECTOR/DIRECTOR
"We have reviewed the
accompanying statement of unaudited financial results of_____ (name of company)
for the period ended ______This statement is the responsibility of the
company's management.
A review of interim
financial information consists principally of applying analytical procedures
for financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with the generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. According, we do not express such an opinion.
Based on our review
conducted as above, nothing has come to our notice that causes us to believe
that the accompanying statement of unaudited financial results has not
disclosed the information required to be disclosed in terms of clause 41 of the
Listing Agreement including the manner in which it is to be disclosed, or that
it contains any mis- statement."
Notice is hereby given to inform all the Board Members that a meeting of the Board of Directors of the Company will be held on the ______day of ____2003 at_____ A.M./P.M. to consider the appointment of Mr. PQR a senior officer of the Company to act as Compliance Officer, who will be responsible for monitoring the share transfer process and make a report to this Board in each meeting pursuant to clause 47 of the Listing Agreement.
Yours faithfully
RUSHABHA MANAGEMENT &
INFOSYS,
Dated the ____day of____2003 Secretary
RUSHABHA MANAGEMENT &
INFOSYS,
Registered
Office: ANAND 388001
Dated
the ___2003,___
The company has on ____2003 purchased_____ equity shares
of Rs. 10/- each from the open market at an average price of Rs. 25/-
per share on the Stock Exchange under the buy-back scheme of the company.
Till date the
company has bought back _____equity
shares. These shares are subject to verification and reconciliation.
Yours faithfully,
For RUSHABHA MANAGEMENT & INFOSYS,
XYZ
Compliance Officer
Date ____2003
Place: Anand.
Inserted on 27-7-1998.
Amendment
to the Listing Agreement and insertion of new Clause 47
"47. The company agrees
(a) to appoint a senior
officer to act as Compliance Officer who will be responsible for monitoring the
share transfer process and report to the Company's Board in each meeting. The
compliance officer will directly liase with the authorities such as SEBI, Stock
Exchanges, Registrar of Companies etc., and investors with respect to
implementation of various clauses, rules, regulations and other directives of
such authorities and investor service and complaints of related matter;
(b) to undertake a due
diligence survey to ascertain whether the Registrars and Share Transfer Agent/s
(RTA) and/or In-house Share Transfer facility, as the case may be, are
sufficiently equipped with infrastructure facilities such as adequate manpower,
computer hardware and software, office space, documents handling facility,
etc., to serve the shareholders;
(c)that it will ensure that the TRA and/or the In-house Share Transfer facility, as the case may be, produces a certificate from a practising Company Secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within one month of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and a copy of the same shall be made available to the Exchange within 24 hours of the receipt of the certificate by the Company;
(d) to furnish to the
Exchange both by way of floppy disks and printed details, within 48 hours of
its getting information regarding loss of share certificates and issue of the
duplicate certificates;
(e)to maintain copies of
Memorandum of understanding entered into with the RTA setting out their mutual
responsibilities, at the Registered Office of the company for Public Inspection
and the company further agrees to submit within 48 hours a copy of the same to
the Exchange for its records".
Committee
of directors [S. 292(l) proviso r/w Regulation 77]
According to Regulation 77
of Table 'A' of Schedule I to the Companies Act, the Board of Directors,
subject to the provisions of the Companies Act, may form committees of the
Board and delegate any of its powers to them, where necessary action is
required to be taken and such committees may consist of such member or members
as the Board thinks convenient for the management of the company. Usually,
following the regulation in Table 'A', power in the Articles of Association of
a company is given to the Board of Directors for the formation of committee(s)
to carry out day to day functions of the Board. Without an authority given by
the articles I the Board of Directors of a company cannot delegate any of its
powers to a committee .
A committee may elect a Chairman of its meetings and if
no Chairman is elected or if the Chairman is not present within five minutes to the meeting, members present
may choose one of them as the Chairman . The articles of the company may give
directions as to the notice of such meeting of the committee, quorum and other
formalities connected with the meeting. In the absence of such details, all the
provisions of the Companies Act and the Articles of Association of the company
mutatis mutandis are applicable to a committee meeting as those for a meeting
of the Board of Directors except that as regards quorum, if no provision is
there in the articles, all the members of such committee should be present to
form a quorum.
Notice to the members of a
committee of the Board of Directors is a statutory requirement and should be
served to all the members of a committee in the similar manner as provided in
section 286 of the Companies Act (in the absence of contrary provisions in the
Articles of Association of the company).
Notice of a committee
meeting, like the notice of the meeting of the Board of Directors, need not be
in any particular form. It is the usual practice to enclose an agenda of the
businesses to be discussed at the meeting, but such notice must notify the date
and place of the committee meeting. Unlike the Board of Directors, a committee
of Directors, for the purpose of transaction of the business, may meet
anywhere, found to be convenient by the members thereof.
Secretarial
Standard-1 [ICSI] on Committee Meetings (SS-1)
Paragraph 2.2 of SS- 1 [ICSI] provides that Committees should meet at least as often as stipulated by the Board or as prescribed by any other authority.
Paragraph 3.2 of SS-1
provides that the presence of all the members of any Committee constituted by
the Board is necessary to form the Quorum for meetings of such Committee unless
otherwise stipulated by the Board while constituting the Committee.
Paragraph 5.2 of SS- 1
[ICSI] provides that the Board, while constituting any Committee, should also
appoint the Chairman of that Committee, unless such appointment is to be made
in pursuance of any other applicable guidelines, rules or regulations.
RUSHABHA MANAGEMENT &
INFOSYS,
Anand
388001 Dated
___________
To,
Shri XYZ
Anand 388001
Dear Sir,
Notice is hereby given that
a meeting of the Share Transfer Committee of the Board of Directors of the
Company will be held at the registered office of the Company at Anand388001
on____ at_____ a.m./p.m. to consider the share transfers numbering ____to____
received by the Company from ____
Your faithfully,
For RUSHABHA MANAGEMENT & INFOSYS,
Secretary
Note : Each director of the share transfer committee should be addressed
individually.
RUSHABHA MANAGEMENT &
INFOSYS,
Anand
388001
Dated ________
To,
Shri XYZ
Anand 388001
Dear Sir,
Notice is hereby given that
a meeting of the Audit Committee of the Board of Directors of the Company will
be held at the registered office of the Company on __________. at 10.30 A.M. to consider the following:
1. Review of Half Yearly Financial Statements to be submitted
to the Board of Directors.
2. Reviewing with the Auditors of the Company about adequacy of
internal control system.
3. Reviewing the company's financial and risk management
policies.
4. To look into the reasons for substantial defaults in the
payment to the depositors, debenture holders and creditors.
Thanking you,
Your faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
Secretary
RUSHABHA MANAGEMENT &
INFOSYS,
Anand 388001
Dated _________
To,
Shri ABC
Anand 388001
Dear Sir,
Notice is hereby given that
a meeting of the Remuneration Committee of the Board of Directors of the
Company will be held at the registered office of the Company on ____day at
11.30 A.M. to consider and determine on its behalf and on behalf of the
shareholders of the Company the payment of remuneration to be paid to Mr._____
and Mr.____ the managing director and whole-time director of the Company
in accordance with Schedule XIII of the Companies Act, 1956.
Your faithfully,
For RUSHABA MANAGEMENT &
INFOSYS
Secretary