copper industry is the what the kisser for negligence if look at non-believers view he mentioned a special relationship within the maker of a statement advisor here which is maker again I'd personally understatement which is Fi Z when the advice is required for purpose whether particularly specify or gently prescribed which is made known either actually or by inference today advice at a time when I advice is given so you know but there are some you know any talk about relationship with an auditor and the person relying on auditors information or auditors liability and then devising new knows either actually or by inference that his advice will be communicated advisee I did specifically or as a member of an ascertainable class in order that he should be used by a by Z for that purpose and then it is known either actually or officially that I my so complicated is likely to be acted upon game by the advisee okay with our independent inquiry and it is selected by the visor to his Testament so basically in this case if you read further is that there in the case the purpose of the auditor come prepare body test was to anybody show this and somebody to exercise in firm control the company and not to enable individual shoulders to buy more shares in the company so there was a statement made by the auditors and it was relying and it was liked by the shareholders so-called look into the professional negligence and they were look into special relationship so the audit is statutory duty was owed to the body of the share with this but not individual shareholders or to the public at large so when you wanted to determinate the liability of auditor whether their nitrogen or not you need to look at the special relationship remember the normal law against principle whereby in the case of done here in C my cell my dadís neighborhood PC / whether whatever you did or on permission or failure to do effect on the end-user same thing here are they going to answer my speciality when we talk about professional negligence s Christ or the thesis and said okay and then that's all about the alibi auditor very briefly and then next we're going to look into meetings okay under that sub topic which is meeting what is meet the an assembly of people okay and then in the case of shop and they divvy say it was decided that they would meet team prima facie mean coming together more than one person okay so the we love members I expressed at the meaty so during the meeting there will be discussion decision they'll be argument and then opportunity given to show you this question they also be directors to present their findings accountant to table their papers you know so these are all about meetings and what do we need to know about meetings okay they're um they are governed by what is it now okay see the slides very beautifully okay now under companies and private companies are no longer required to for AGM in every calendar year okay so here okay under section 3 4 0 subsection 1 something here okay this is the different compact the previous previous 1965 previously during the AGM let me just show you the difference here this looks okay now previously under the 1965 act during the HD air you need to declare dividend you need to consider the accounts you need to elect the directors you need to appoint FEC remuneration of auditors this is actually the the ordinary business of AGM but remember you have done a soft statement right you cannot declare dividend until other at the SAG made a salsa statement so now under side under the current such shock under the current company SEC 2016 session three four zero provides every public company shall who aged am in every colony year okay and then one of the busier ordinary business that we did transit during the AGM is the laying of audited financial accounts and reports of other actors and auditors and an election of directors and an appointment and fixing of fees of Directors and any resolution or other business of which notice is given in accordance with the egg so no more article of dividend no more appointment and fixing of remuneration directors so these are if I point up and if I may I point out to you these are the important ordinary business that they should discuss it you must discuss the really HM this is for public company okay and then for purpose of section 3 4 0 subsection 1 section 3 4 0 subsection 2 provides that a GM shall be a within six months of the company final financial year n and not more than fifteen months after the last preceding AGM ok this is the requirement to hold age mmm okay um now for new companies if you look at the middle not say for new companies public companies are required to hold AGM in the year of they are not required to go each evening of Incorporation but they must have their first AGM within the 18 months from the date of their incorporation ok company can apply for extension if they are not able to actually have a GMM but it's still subject to approval by the Registrar okay and then before in go the ATM is an offence by the company and any defaulting officer and upon commission shall be liable to find not given to a fine not exceeding 25,000 again it's not given Italy fine you place a man and an Austin fine okay session three for you go subsection 6 which is contigency course you do yes yeah it's a fine can you please a minute do a fine okay um now that is on the AGM now but then private companies are no longer required to who to have AGM so we need to look at the meetings survey now pursuant to section chief 310 okay you can have a meeting of members okay because they are no longer required HM so meetings of private companies are normally known as splitting of Memphis okay so you can convene this meeting of members by the board the bottom kala for meeting of members or any member holding at least 10% of the issue sure capital or or no percentage are specified in the Constitution so this is covered by section 3 3 10 okay now okay now meeting of members give me move on further when we talk about meeting of members okay we can go into session g12 webinar at the Shackleford meeting within 14 days from the date of requisition and hold the meeting on the date not more than 20 days after the date of notice to convene meeting okay so who can actually call for who can call for meeting HT members can call a meeting they can actually require the directors to convene a meeting of members okay in a session 3 1 2 subsection 4 if before that we look into section 3 1 1 okay power to required is to come in the middle of members so how can you request that I take to convene this is done by requisition a to which the physician shall be in hard copy or in electronic form and then in that notice ok there shall state generation of business we dealt with and you may also include tax of resolution and then those requisitions shall be signed and authenticated by the person making the requisition okay and then session 3 1 yeah section 3 1 2 it is a duty of the directors to call meetings as required by the members and a section 3 1 3 says that okay if directors are required to call up the meeting but he did not do so so basically the member so trick is in the meeting or any of the members representing more than half of the total voting rights of all the members who requested it who requisition the meeting may call for a meeting of members so if the director did not do that that particular person who holds more than total half of total body max they can actually call for a meeting okay now perhaps you might find it that what do we need to follow it easy actually before you cannot for company before you can proceed with whatever business they must be a resolution of the company so this meeting is very important so that you have enough votes to proceed with whatever projects you want to continue okay and then next this is meeting of members okay the meeting of members let me just stress out that it is meant for private companies because they don't have this HM so they have these metal members and resolutions by little resolutions now any reasonable expenses incurred by the members requisitioning the meeting medicines of failure of the diet test to cover a meeting shall be reimbursed by the company okay a session she won for a meter structure session three one four of the sea is not yeah this is seeing session three one full of the cup reset does he provide that if for any reason is impracticable to call for a meeting of membrane and in a company I wish meeting of the company will be caught economy tea in a manner Prasad by the Constitution on the AG the corner may either on his own motion or on application the director or member okay who we entitled to war or the meeting to be Cohen helped or conducted in a manner which the cocktails face now meeting of members are normally called by the members okay theory of the directors are to color the meeting after the Lucas Shiva remembers the member themselves as long as they have more than one half would make initially called the meeting but if he's impracticable the court can actually intervene and the cut me ordered the such meeting now look at this case a national road and motorist Association in Parker members a requisition to convene a meet cough-cough in a meeting the proposed ownership of water to direct the or over some as like this as he busted by the dye under direct SM button that is refused so because that is refused the matter was referred to it he referred to the corner so and in the court held that meeting convened by Lucas any members must be have not more than three months after a making of requisition to direct this okay