Variation of Share-holder's Right

Section 48(1) of the companies act, 2013, lays down that where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class can be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class. Further, the variation of rights of shareholders can be effected only:-

• If provisions with respect to such variation is contained in the MoA/AoA of the company, or
• In the absence of any such provisions in a MoA/AoA of the association of the company, if such a variation is not prohibited by the terms of issue of the shares of that class.

Collective Membership Rights

Dissenting Members

Rights attached to the shares of any class can be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of the class.

Dividend

It is the share of the company's profits distributed among the members.

The Board may declare interim dividend during any financial year out of the surplus in the Profit and Loss Account at any time during the two AGMs.

Final dividend means a dividend which declared at the AGM of a commpany.

Investor Education and Protection Fund

The amount remaining unpaid along with interest accrued thereon for 7 years shall be transferred to Investor Education and Protection Fund.

Section 125(3) provides the fund shall be utilized for the following:-

• The refund in respect of unclaimed dividends, matured deposits, matured debentures, the application money due for refund and interest thereon.
• Promotion of investor's education, awareness and protection.
• Reimbursement of legal expenses incurred in the pursuing class action suits against sections 37 and 245 by members, debenture holders or depositors as may be sanctioned by the tribunal.  

Corporate Social Responsibility

As per section 135 of the companies act, 2013, the CSR provision is applicable to companies which fulfills any of the following criteria during the any of the preceding financial year:-

1. Companies having net worth of rupees 500 crore, or
2. Companies having annual turnover of rupees 1000 crore, or
3. Companies having net profit of rupees five crores or more.

Functions of CSR Committee

1. To formulate and recommend the Board, a CSR policy which would indicate the activities to be undertaken in areas or subjects specified in schedule VII of the Act.
2. To recommend the amount of the expenditure to be incurred on the activities undertaken in pursuance of the CSR policy.
3. To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company.
4. To monitor the CSR policy of the company time to time.