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BUS200 Notice of Members General Meeting from ABC Mining Company: Assignment 2 Answer

BUS200 Assignment 2

1. Register a PUBLIC COMPANY LIMITED BY SHARES - this requires you to complete ALL forms and documentation necessary to register a company.

You will need to read the following sections -

SECTIONS 117(1); 117(2); 201 A; 204A.

2. THE COMPANIES INTERNAL MANAGEMENT RULES MUST BE A COMBINATION OF THE REPLACEABLE RULES AND A CONSTITUTION.

You will need to read SECTIONS 134 and 135.

The constitution must make provision for 2 classes of shares-

(a) Preference shares AND Redeemable Preference Shares - that means your company is to have 3 classes of shares - ORDINARY SHARES these will come with the Replaceable Rules . Preference Shares and Redeemable Preference these you create with the constitution

You will need to read Sections 254A(2) and Section 254A(3).

Answer

NOTICE OF MEMBERS’ GENERAL MEETING

        

NOTICE Is hereby given that a General Meeting of members of the Company will be held On Tuesday, 30th April, 2018 at the Registered Office of the Company at Suite 302, Floor 7, Street 16, George, Sydney -2000 (Australia)  at 11:00 A.M. to transact the following businesses:

SPECIAL BUSINESSES:

ITEM No.:-1 APPROVAL FOR ISSUE OF REDEEMABLE PREFERENCE SHARES:-

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:-

RESOLVED THAT pursuant to the provisions of Section 254A, 254B and other relevant provisions, if any of the Corporation Act, 2001 (“Act”) read with Constitution Rules of the Company framed and subject to terms, conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred as “Board”) or imposed while granting such approvals which may be agreed to by the Board, consent of the Company be and is hereby accorded to Board to issue and allot 900 (Nine hundred) Convertible Redeemable Preference Shares (“preference shares”) of AUD 20 (Australian dollar Twenty) each (with premium of AUD 10 on each preference shares as per the conditions laid in Constitution Rules) aggregating to AUD 18000 (Australian dollar Eighteen thousand only) to Mr. John Greig and Mr. Smith Zheng who are the directors of the Company as per the constitution rules and as nearly as they agreed to accept, to the Paid up Capital on those shares and as decided by the Board.

RESOLVED FURTHER THAT each Preference Share shall have following terms and conditions given below, namely:-

  1. Issue Price: The preference share will be issued at face value of AUD 10 per share.
  2. Rate of Dividend: Dividend rate will be 8% p.a. (on the face value) which will remain fixed over the tenor of the preference shares.  
  3. Non-Cumulative: The preference shares will carry non-cumulative dividend right.
  4. Convertible: The conversion of every 1 preference share of face value AUD 10 each, entitle to get 1 ordinary share of face value AUD 10 each.
  5. Tenor: The tenor of Preference shares will be 20 years. 
  6. Redemption: The preference share will be redeemed at face value of AUD 10 per share.  
  7. Early Redemption: The issuer will have an option to redeem the preference shares at any time.  
  8. Priority with respect to payment of dividend or repayment of capital: The preference shares will carry a preferential right vis-à-vis ordinary shares of the Company with respect to the payment of dividend and repayment of capital during winding up.
  9. Voting rights: The preference shares shall carry voting rights as may be prescribed under the provisions of Corporation Act, 2001 and Constitution Rules.


RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to determine rights on redeemable preference shares as well as entitlement, Ratio, timing of offer and various other matters in respect thereof and to do all such acts, deeds, things and  matters as may be considered necessary, expedient or proper to give effect to this resolution.

ITEM No.:-2 GRANT APPROVAL FOR ISSUE OF PREFERENCE SHARES:-

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:-

RESOLVED THAT pursuant to the provisions of Section 254A, 254B and other relevant provisions, if any of the Corporation Act, 2001 (“Act”) read with Constitution Rules of the Company framed and subject to terms, conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred as “Board”) or imposed while granting such approvals which may be agreed to by the Board, consent of the Company be and is hereby accorded to Board to issue and allot 100 (One hundred) Preference Shares (“preference shares”) having face value of AUD 05 (Australian dollar Five) each aggregating to AUD 500 (Australian dollar Five Hundred only), to Mr. John Greig and Mr. Smith Zheng who are the directors of the Company as per the constitution rules and as nearly as they agreed to accept, to the Paid up Capital on those shares and as decided by the Board.

RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to determine rights on redeemable preference shares as well as entitlement, Ratio, timing of offer and various other matters in respect thereof and to do all such acts, deeds, things and  matters as may be considered necessary, expedient or proper to give effect to this resolution.

By order of the Board

ABC Mining Company                     

Tonny Smith

Secretary

Date: -April 01st, 2019                           

Statements:

1.A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a   member.  The proxies in order to be effective should reach the company atleast 48 hours before the time of the meeting.

2.A statement as required to be annexed to the notice in pursuant to section 102(1) of the companies act, 2013 in respect of item no. 1. 

3.Members/proxies should bring the enclosed attendance slip duly filed in, for attending the meeting.

4.All documents referred in the accompanying notice are open for inspection at the registered office of the company on all working days between 11:00 a.m to 2:00 p.m up to the date of general meeting of members of the Company, except on sundays and other holidays

EXPLANATORY MEMORANDUM

(Pursuant to Section 249L of the Corporation Act,2001)


ITEM No.:-1 APPROVAL FOR ISSUE OF REDEEMABLE PREFERENCE SHARES:-

In order to raise funds to enhance the business growth, the Company intends to issue 900 Redeemable Preference Shares of AUD 10 each aggregating to AUD 9000 (Australian Dollar Nine Thousand) as per the Constitution Rules and Following Terms and conditions are attached with these Redeemable Preference Shares:-

TERMS & CONDITIONS OF ISSUE:-

  1. Issue Price: The Preference Shares will be issued at the Face Value of the Redeemable Preference Shares as per the Terms and price laid down in relevant rules of Constitution.
  2. Rate of Dividend: Dividend Rate will be @ 8% p.a. (on Face Value) which will depend upon the tenure of the said shares.
  3. Non-Cumulative: The Preference shareholders will get the right of dividend determined on non cumulative basis.
  4. Convertible: Every shareholder holding 1 Redeemable Preference Share have right to convert it into 1 Ordinary Share. Therefore, Conversion Ratio from Redeemable Preference Share to Ordinary Share will be 1:1.
  5. Tenure: The tenure of Preference shares will be 20 years.
  6. Redemption: The preference share will be redeemed at face value of AUD 10 per share.
  7. Early Redemption: The issuer will have an option to redeem the preference shares at any time.
  8. Priority with respect to payment of dividend or repayment of capital: The preference shares will carry a preferential right vis-à-vis ordinary shares of the Company with respect to the payment of dividend and repayment of capital during winding up.
  9. Voting rights: The preference shares shall carry voting rights as may be prescribed under the provisions of Corporation Act, 2001 and Constitution Rules.

As per the Constitution Rules and relevant provision of Corporation Act, 2001, The consent of the shareholders is necessary to accord in duly convened General meeting of the Members by due process of the law for issuance of Redeemable preference Shares.

Hence, The Directors recommend the Resolution for the Approval of the Shareholders in the Duly convened general Meeting of the Shareholders.

ITEM No.:-2 GRANT APPROVAL FOR ISSUE OF PREFERENCE SHARES:-

In order to introduce new funds in the Company to invest in the new business verticals, the Company proposes to issue 100 Preference Shares of AUD 5 each aggregating to AUD 500 (Australian Dollar Five hundred) as per the Constitution Rules.

The Preference Shares are to be issued within the limits as ascertained in the Constitution Rules of the Public Company. The Preference Shareholders will get the Priority to get the Dividend on the Preference Share Capital introduced in the Company out of the total profits of the Company and secondly, They will be entitled to get the Priority over their preference Share Capital as in case of winding up, The shareholders get the preference over the ordinary shareholders.

As per the Constitution Rules and relevant provision of Corporation Act, 2001, The consent of the shareholders is necessary to accord in duly convened General meeting of the Members by due process of the law for issuance of Redeemable preference Shares.

Hence, The Directors recommend the Resolution for the Approval of the Shareholders in the duly convened general Meeting of the Shareholders.

By order of the Board

ABC Mining Company

Tonny Smith

Secretary

Date: -April 01st, 2019                          


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