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Companies Act 1956
Companies Act 1956
Companies Act 1956
com
INTRODUCTION
Cherished child of English parents
First passed in India in 1850
First amendment in the year 1857
Amended several times later
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FEATURES
Full and fair disclosure of various matters in the
prospectus
Detailed information of financial affairs of the
company to be disclosed in its accounts
Provision for intervention and investigations by the
government into the affairs of the company
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FEATURES (Contd)
Restrictions on powers of managing agents and other
managerial personnel
Enforcement of proper performance of their duties
by company management
Protection of minority shareholders
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FORMATION OF COMPANY
Documents to be filed
MOA (Memorandum Of Association)
AOA (Articles Of Association)
A statement of the normal / authorized capital
A notice of address of the registered office of the
company
List of directors*
An undertaking*
A declaration
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KINDS OF COMPANIES
BASED ON MEMBERSHIP
Private Company
BASED ON INCORPORATION
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BASED ON CONTROL
A)
B)
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PUBLIC CO.
VS.
PRIVATE CO.
Number of members
Commencement of business
Invitation to public
Transferability of shares
Number of directors
Statutory meeting
Restrictions on appointment of directors
Managerial remuneration
Further issue of capital
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PARTNERSHIP
VS.
COMPANY
Registration
Liability
Number of members
Legal status
Creditors
Property
Contracts
Dissolution on death
Agency relationship
Transfer of interest
Statutory obligations
Management
Life duration
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ACQUISITION:
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TYPES OF MERGES
Horizontal merger
Vertical merger
Market-extension merger
Product-extension merger
Conglomerate merger
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DEMERGER/SPIN-OFF/SPIN-OUT:
-Effective opposite of a merger
-One Co. splits into two
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