Unit-III Comoany law-Prospoectus and meetings

Unit-III Comoany law-Prospoectus and meetings

1. SRI RAMAKRISHNA COLLEGE OF ARTS AND SCIENCE D.Ramesh Kumar Assistant professor Department of B.Com CA Sri Ramakrishna College of Arts and Science Coimbatore

2. Unit-I 1.PROSPECTUS MEANING In company law, a prospectus is a legal document issued by a public company to invite the public to subscribe to its securities, such as shares or debentures, or to deposit money with the company. It provides detailed information on the company's business, financials, management, risks, and the terms of the offering, enabling potential investors to make an informed decision. Prospectuses are regulated by the Companies Act and must be registered with a regulatory authority before public distribution to ensure transparency and investor protection. 

3. Unit-I 2.Types of Prospectus Red Herring Prospectus : A preliminary prospectus filed with the regulator before the final prospectus, which lacks certain details like the price of securities.  Shelf Prospectus : Issued by a company for multiple offerings of securities over a period, where the details are updated as needed.  Abridged Prospectus : A summarized version of the full prospectus that provides essential details and is often used for wider distribution.  Deemed Prospectus : A document considered a prospectus under the law, such as an advertisement or circular inviting public subscription to securities. 

4. Unit-I 3.Content of prospectus The prospectus contents are specified in the Companies Act. The prospectus must touch over the following content points: Details of the company, such as name, registered office address, and objects Details of signatories to the Memorandum and their shareholding particulars Details of the directors Details of shares offered and the class of the issue as well as voting rights Minimum subscription amount The amount payable on application, on allotment, and on further calls Underwriters of the issue Auditors of the company Audited reports regarded profit and losses of the company.

5. Unit-I 4 . Essential element of valid meetings For a company meeting to be legally valid, it must generally meet certain criteria, including:  Participants :  Two or more members of the company must be present.  Purpose:  The gathering must be for the purpose of transacting or discussing lawful company business.  Notice:  A prior notice of the meeting must be given to all concerned parties.  Quorum:  A minimum required number of members must be present for the meeting to proceed.  Location and Time:  The meeting must be held at a specified date, time, and place. 

6. Unit-I 5. Kinds of meetings Annual General Meeting (AGM) : A mandatory yearly meeting between the board of directors and shareholders to review accounts, declare dividends, elect directors, and appoint auditors.  Extraordinary General Meeting : An unscheduled meeting of shareholders that can be called by directors or a certain number of members to discuss urgent matters.  Director's Meetings : Meetings specifically for the board of directors to discuss and decide on the management and strategic direction of the company.  Shareholder's Meetings : General meetings of shareholders to discuss issues concerning the company's ownership and governance. 

7. Unit-I 6. Resolutions: In company law, a resolution is a formal, written decision of a company's members or board of directors, made during a meeting and binding once passed by the required majority. It serves as the collective will of the company and provides legal sanction for its actions, with key types including ordinary resolutions for routine matters and special resolutions for significant changes to the company's structure or constitution.  Types of Resolutions: Ordinary Resolution Special Resolution Resolutions Requiring Special Notice

8. Unit-I Ordinary Resolution Requires a simple majority (more than 50%) of votes to be passed.  Used for routine business, such as declaring dividends, appointing auditors, or adopting accounts.  Special Resolution Requires a more stringent majority, typically 75% or more, of votes.  Reserved for major decisions that affect the company significantly, such as altering the company's constitution, changing share capital, or initiating a winding-up Resolutions Requiring Special Notice Some controversial issues, like removing a director or auditor before their term ends, may require special notice to the members in addition to a specific voting threshold. 

9. Unit-I 7.Minutes of the meeting In company law, minutes are the formal written record of a meeting's proceedings, including a summary of discussions, decisions, and resolutions, and are legally mandated by Section 118 of India's  Companies Act, 2013 . They must be prepared within 30 days of the meeting, kept in numbered books at the registered office, and are subject to inspection by members and penalties for non-compliance or tampering.  .   Purpose and Importance Legal Evidence : Minutes serve as crucial legal evidence of the business transacted and decisions made at a meeting, providing an orderly record of corporate governance

10. Unit-I Accountability : They ensure transparency and accountability by detailing who was present, what was discussed, and what resolutions were adopted.  Future Reference : Minutes provide a historical record for future reference, helping to track the company's activities and decision-making processes. 

11. THANK YOU