The Annual Financial Statements of Shri Ram Textiles Ltd. for the Financial Year 2015-16 were approved on 17th May, 2016. The Auditors' Report on Financial Statements was received on 14th June, 2016. The Annual General M

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2017
The Annual Financial Statements of Shri Ram Textiles Ltd. for the Financial Year 2015-16 were approved on 17th May, 2016. The Auditors' Report on Financial Statements was received on 14th June, 2016. The Annual General Meeting was held on 5th September, 2016. As quorum was not present, the meeting stood adjourned to 12th September, 2016. The Director (Finance) declared on 10th September, 2016 a final dividend. Actually there was no provision for proposed dividend in the Financial Statements. Can he do so in light of provision of the Act?

Answer & Explanation:

No, the Director (Finance) cannot declare a final dividend on 10th September, 2016, under the given circumstances, in light of the provisions of the Companies Act, 2013, and Secretarial Standards. Reasons: Quorum for Adjourned Meeting (Section 103(2) of Companies Act, 2013): If the quorum is not present within half-an-hour from the time appointed for holding a meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and time and place as the Board may determine. Business at Adjourned Meeting (Para 15.6 of SS-2): At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered. No Provision for Dividend: In the present case, there was no provision for the declaration of a proposed dividend in the original Annual General Meeting's agenda or the Financial Statements. Since the declaration of a final dividend was not an item of business in the original Annual General Meeting and there was no provision for it in the financial statements, it constitutes 'new business'. An adjourned meeting can only consider the unfinished business of the original meeting. Therefore, no new business, such as the declaration of a final dividend, can be taken up or declared at the adjourned Annual General Meeting.

Topics: Companies Act, 2013

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