As a Secretarial Auditor, design a check list for being applied to verify the compliance of applicable provisions of the Act with respect to the variation of rights of preference shareholders carried out by RAM Company L
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2017
As a Secretarial Auditor, design a check list for being applied to verify the compliance of applicable provisions of the Act with respect to the variation of rights of preference shareholders carried out by RAM Company Limited. Assume there is no clause in the Articles of Association of the Company with respect to variation and terms of issue does not prohibit variation of the terms.
Answer & Explanation:
Variation of rights of holders of a class of shares must be done in accordance with Section 48 of the Companies Act, 2013. As a Secretarial Auditor, the following checklist could be administered to verify compliance: Prohibition on Variation: Whether terms of issue prohibit variation of rights. Articles of Association: Whether the memorandum and articles of association of the company contain any provision with respect to variation of rights. Consent of Shareholders: Whether the company has obtained the consent of holders of not less than three-fourths of the issued shares of that class. Written Consent: Whether such consent is in writing. Special Resolution: Whether, in the absence of such written consent, a special resolution has been passed at a separate meeting of the shareholders of that class. Impact on Other Classes: Whether the proposed variation of rights is of such nature that would affect the rights of any other class of shareholders, and if so, whether consent of three-fourths of such other class of shareholders has been obtained. Dissenting Shareholders: Whether not less than 10% of the issued class of that class of shareholders have dissented to such variation. NCLT Intervention: Whether such dissentient shareholders have moved to the National Company Law Tribunal (NCLT) objecting to such variation to have the variation cancelled within 21 days of obtaining written consent or passing special resolution. NCLT Confirmation: Whether the variation has become effective by confirmation of the same by the National Company Law Tribunal. Filing with ROC: Whether the copy of order of the Tribunal has been filed with the Registrar of Companies within 30 days of the date of order.
Topics: Secretarial Audit
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