Corporate Laws & Secretarial Practice
two Directors one of whom must be the Managing Di~ttor, if there is one. However, in case there is only one Director present for the time-being in India, he can sign the Board's Report provided he attaches a statement explaining the reason as to why it
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cou~not be signed by at least two Directors.
A 12. The company of which you are the Secretary has adopted the calendar year
as its accounting year. Annual general meetings are usually held in the month of June
'-" each year. This year the audit of accounts has not been completed. Your Directors intend to hold the annual general meeting in the month of June, as usual, to transact the business other than the consideration of the accounts and to adjourn the meeting to a later date for the purpose of adoption of the an[lual accounts. They ask you whether this would be in order. State your views.
5tns. In case annual accounts are not ready for laying at the appropriate annual general m~ting, it is open to the company concerned to adjourn the said annual general meeting to a subsequent date when the annual accounts are expected to be ready for laying. Since consideration of accounts is only one of the matters to be dealt with at an AGM, Directors are under a statutory obligation to hold the meeting. The proper cour~shall ~ t Department of Company Affirirs communique dt, 2nd Feb, 1974). - --
The adjourned meeting must, however, be held within the maximum time limit allowed under Section 166 [Subal Dutta & Sons Pvt. Ltd. V s. Asstt. Registrar of Companies
W.B. (1986)].
..........
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Q: '13. Discuss the provisions of the Companies Act relating to determination of net
pr6fits. .
5tns. The Companies Act provides that 'Net Profit' for the purposes of calculating managerial remuneration shall be computed in accordance with the provisions of Sees. 349 and 350 of the Act.
The provisions of the above Sections require that in computing net profits of a company in any financial year for the purpose of calculating managerial remuneration, the following points should be considered:
1. Credit shall be Given for
Bounties and subsidies received from any Government or any public authority constituted or authorised in this behalfby the Government unless the Central Government otherwise directs.
2. Credit Shall Not be Given for the Following
(a) profits, by way of premium, on shares or debentures of the company which
are issued or sold by the company;
(b) profit on sales by the company of forfeited shares;
(c) profits of capital nature including profits from the sale of the undertaking or
any of the undertakings of the company, or any part thereof; and
(d) profits from the sale of any immovable property or fixed assets of a capital
~
cou~not be signed by at least two Directors.
A 12. The company of which you are the Secretary has adopted the calendar year
as its accounting year. Annual general meetings are usually held in the month of June
'-" each year. This year the audit of accounts has not been completed. Your Directors intend to hold the annual general meeting in the month of June, as usual, to transact the business other than the consideration of the accounts and to adjourn the meeting to a later date for the purpose of adoption of the an[lual accounts. They ask you whether this would be in order. State your views.
5tns. In case annual accounts are not ready for laying at the appropriate annual general m~ting, it is open to the company concerned to adjourn the said annual general meeting to a subsequent date when the annual accounts are expected to be ready for laying. Since consideration of accounts is only one of the matters to be dealt with at an AGM, Directors are under a statutory obligation to hold the meeting. The proper cour~shall ~ t Department of Company Affirirs communique dt, 2nd Feb, 1974). - --
The adjourned meeting must, however, be held within the maximum time limit allowed under Section 166 [Subal Dutta & Sons Pvt. Ltd. V s. Asstt. Registrar of Companies
W.B. (1986)].
..........
~ \
Q: '13. Discuss the provisions of the Companies Act relating to determination of net
pr6fits. .
5tns. The Companies Act provides that 'Net Profit' for the purposes of calculating managerial remuneration shall be computed in accordance with the provisions of Sees. 349 and 350 of the Act.
The provisions of the above Sections require that in computing net profits of a company in any financial year for the purpose of calculating managerial remuneration, the following points should be considered:
1. Credit shall be Given for
Bounties and subsidies received from any Government or any public authority constituted or authorised in this behalfby the Government unless the Central Government otherwise directs.
2. Credit Shall Not be Given for the Following
(a) profits, by way of premium, on shares or debentures of the company which
are issued or sold by the company;
(b) profit on sales by the company of forfeited shares;
(c) profits of capital nature including profits from the sale of the undertaking or
any of the undertakings of the company, or any part thereof; and
(d) profits from the sale of any immovable property or fixed assets of a capital
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