Business Law

Submitted By-Robin Ahluwalia Akshay Sharma

Memorandum of Association

It is important document. It contain all the condition upon which alone the company is allowed to incorporated.

MOA: ITS SUBJECT-MATTER

Name clause (sec. 20) Registered office clause (sec.146) Object clause(sec 13(1)) Liability clause (sec 13(2)) Share capital clause (sec 13(4))

Articles of Association
AOA are the rules, regulation and bye- laws for the internal management of the affairs of a company For exp-According to section 205 of the companies act, a company cannot pay the dividend except out of profits. any provisions in the articles contrary to this provisions of the companies act is void.

Difference
MOA It is the charter of the company indicating the nature of its business, its nationality and it capital. Every company must have its own memorandum. There are strict restriction on its alteration. It defines the scope of the activity of the company AOA They are the regulation for the internal management of the company. A company ltd by share need not have article of its own They can be altered by special resolution. They are the rules for carrying out the object of the company

Meetings
Any gathering, assembly or coming together of two or more persons for the transaction of some lawful business of common concern is called meeting.

Shareholder Meeting
Statutory Meeting (sec 165) Every company ltd by share and ltd by guarantee and having share capital shall, within a period of not less then one month or nor more than six month from the date which the company is entitled to commence business hold general meeting of the member of the company.

 Statutory Report -: The BOD must, before the 21 days of the statutory meeting forward a Statutory report to each and every member of the co.(It shall be deemed to be forwarded later than such period, if all the members entitled to attend and vote at the meeting agreed on it)

Contents
Total share allotted Cash received Names, addresses and occupations of Directors, Managing agents, secretary. treasurer and Auditors of co.

 Procedure of meeting - Preparation of list of members - Members are free to discuss any issue related to incorporation - Resolutions cannot be passed without the prior notice - May be adjourned from time to time

Annual general meeting(sec 166 and 167)

Meaning: Every co. must hold in each year, in addition to any other meetings, a general meeting of its members, which is called the cos AGM Who can call AGM: In normal case, by company In special circumstances, by Central government

AGM: Statutory provisions

1. Time interval for calling the AGM 2. Notice and place of the meeting 3. Sending copies of B/S and Auditors report to members 4. Consequences for not calling the AGM

EXTRAORDINAY GENERAL MEETING(sec 169)

Meaning: Any general meeting which is called during the period between its two consecutive annual general meetings When an Extraordinary General meeting called: To make an alteration in MOA or AOA To issue fresh debentures To increase, reduce or reorganise the cos share capital

Who may call the Extraordinary general meeting: 1. By the directors 2. By the directors on requisition of the members 3. By the requisitionists themselves

Thank You