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Report to the Board of Directors of ABC Limited on the proposed acquisition of additional shares in the company XYZ Limited - Essay Example

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Report to the Board of Directors of ABC Limited on the proposed acquisition of additional shares in the company XYZ Limited

Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in the paying up of un-issued shares to be allotted to members of the company as fully paid bonus shares.
Hence declaration of dividend and issue of Bonus shares are to be treated differently. However while issuing the bonus shares in lieu of dividend the following provisions governing the declaration of dividend are to be considered.
91. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office.
The directors to re...
Shall not make a distribution EXCEPT out of profits AVIABLE FOR THE PURPOSE
Distributable profits are Accumulated Realized Profits Less Realized Losses
Accountants usually regard a profit as realized if the company concerned has obtained cash. Thus, a book profit is an unrealized profit.
_______________________________________________________________________
2. Change in the composition of the Board:
The following provisions of Table A which govern the appointment and term of office of the Board of Directors are worth noting:
Clause 91 of Table A
91. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office.
Clause 92 of Table A
The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Clause 93 of Table A
A retiring director shall be eligible for re-election.

Clause 109 of Table A
109. The directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be ...Show more

Summary

In this connection Clause 129 of Table A and Part IIA of Companies Ordinance read with S 79B dealing with the distribution of dividends and issue of bonus shares has to be taken account: The related provisions are reproduced below:
The company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and …
Author : alexanne81
Report to the Board of Directors of ABC Limited on the proposed acquisition of additional shares in the company XYZ Limited essay example
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