Types of Companies in terms of Civil remedies are available to individuals or other companies who have been harmed by the

Here are the different types of companies in India:
Private Limited Company: A private limited company is a company that is limited to a
maximum of 200 members. The shares of a private limited company cannot be traded on a
stock exchange. Private limited companies are the most common type of company in India.
Public Limited Company: A public limited company is a company that can have any number
of members. The shares of a public limited company can be traded on a stock exchange. Public
limited companies are usually larger and more established than private limited companies.
One Person Company: A one person company is a company that has only one member. The
member of a one person company is called the sole proprietor. One person companies are a
relatively new type of company in India, and they have become increasingly popular in recent
years.
Limited Liability Partnership: A limited liability partnership (LLP) is a hybrid form of
business entity that combines the features of a partnership and a company. The partners in an
LLP are not personally liable for the debts of the LLP, which means that their personal assets
are protected in the event of the LLP's insolvency. LLPs are becoming increasingly popular in
India, especially among professionals such as lawyers and accountants.
Section 8 Company: A Section 8 company is a non-pro it company that is formed for
charitable or social purposes. Section 8 companies are exempt from paying taxes, and they are
not allowed to distribute pro its to their members. Section 8 companies are a popular choice
for organizations such as NGOs and trusts.
Sole Proprietorship: A sole proprietorship is a business that is owned and operated by a
single individual. The sole proprietor is personally liable for the debts of the business. Sole
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proprietorships are the simplest and easiest type of business to set up, but they also offer the
least amount of protection for the owner.
Partnership: A partnership is a business that is owned and operated by two or more people.
The partners are personally liable for the debts of the business. Partnerships are more
complex than sole proprietorships, but they offer more lexibility and can be a good option for
businesses that require the expertise of multiple people.
The type of company that is most appropriate for a particular business will depend on a
number of factors, such as the size of the business, the number of members, the purpose of the
business, and the inancial requirements of the business.
Kinds of share capital
There are two main kinds of share capital:
Equity shares: Equity shares are the most common type of share capital. They represent
ownership in a company. The holders of equity shares are entitled to a share of the
company's profits and assets.
Preference shares: Preference shares are a type of equity share that gives the holder a
preference over other shareholders in terms of dividend payments and repayment of
capital.
Here is a table summarizing the key differences between equity shares and preference shares:
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Feature Equity Shares Preference Shares
Give the holder a
Ownership Represent ownership in a company preference over
other shareholders
dividend payments actions of a company. These remedies can include:
and repayment of 1. Damages: This is the most common civil remedy. It is a sum of money that is awarded to
capital the injured party to compensate them for their losses.
Dividends are paid 2. Injunction: This is an order of the court that prohibits the company from doing something.
Dividends are paid out after preference out before equity For example, an injunction could be used to prevent a company from continuing to engage
Dividend payments shareholders have received their shareholders in illegal or harmful activity.
dividends receive their 3. Restitution: This is an order of the court that requires the company to return money or
dividends property that it has wrongfully taken from the injured party.
Preference 4. Speci ic performance: This is an order of the court that requires the company to perform
shareholders are a speci ic act. For example, an order of speci ic performance could be used to require a
Equity shareholders are not entitled to entitled to company to complete a contract that it has breached.
Repayment of capital Criminal remedies are available to the state against companies that have committed
repayment of their investment repayment of their
investment before crimes. These remedies can include:
equity shareholders 1. Fines: This is the most common criminal remedy. It is a sum of money that is paid by the
company to the state as punishment for the crime.
2. Imprisonment: This is a less common criminal remedy. It is used to punish companies
that have committed serious crimes, such as fraud or insider trading.
3. Dissolution: This is an order of the court that dissolves the company. This means that the
Explain the legal position and duties of director of company?
company ceases to exist and its assets are distributed to its creditors.
The legal position and duties of a director of a company are governed by the Companies
Tortuous remedies are available to individuals or other companies who have been
Act, 2013. The Act sets out the powers and responsibilities of directors, as well as the potential
harmed
liabilities that they may face if they fail to ful ill their duties.
by the negligence or intentional torts of a company. These remedies can include:
Legal position of a director
1. Damages: This is the most common tortuous remedy. It is a sum of money that is awarded
A director is an of icer of the company and has a iduciary duty to act in the best interests
to the injured party to compensate them for their losses.
of the company. This means that they must act honestly and in good faith, and they must not put
2. Injunction: This is an order of the court that prohibits the company from doing something.
their own interests ahead of the interests of the company.
For example, an injunction could be used to prevent a company from continuing to engage
The directors are also responsible for managing the company's affairs and ensuring that it
in negligent or intentional tortious activity.
complies with all applicable laws and regulations. They must also take all reasonable steps to
The speci ic remedies that are available will depend on the speci ic circumstances of the case. It
prevent the company from incurring any losses.
is
Duties of a director
important to consult with an attorney to determine the best course of action.
The duties of a director are set out in the Companies Act, 2013. These duties include:
1. The duty to act in the best interests of the company.
2. The duty to exercise reasonable care, skill, and diligence.
3. The duty to avoid con licts of interest.
4. The duty to disclose any material interests that they may have in a transaction with the What Is an Annual General Meeting (AGM) and Its Purpose?
company.
5. The duty to keep proper records of the company's affairs. An Annual General Meeting, in Company Law, is an interaction between a company’s
6. The duty to attend and participate in board meetings. shareholders and directors. During this meeting, shareholders with voting rights have
7. The duty to act in accordance with the company's constitution.
the Authority to propose and vote on motions.
Liabilities of a director
Directors can be held liable for their actions if they fail to ful ill their duties. The potential
liabilities of a director include:  Legal Requirement: The AGM is mandated by law, and all companies must hold
1. Civil liability: Directors can be sued by the company, its shareholders, or creditors if they
it yearly.
cause the company to suffer a loss.
2. Criminal liability: Directors can be prosecuted for crimes such as fraud, false accounting,  Shareholder Participation: It encourages shareholders to participate in the
and insider trading. company’s affairs actively.
 Financial Check: Shareholders review and approve the company’s financial
3. Personal liability: Directors can be held personally liable for the company's debts if they
statements to ensure accuracy.
have acted in a fraudulent or reckless manner.
 Auditors and Directors: Decisions about auditors and directors are made
during the AGM.
What are the civil, criminal and tortuous remedies against companies?  Compensation and Dividends: Compensation for officers and dividend
Here are some of the civil, criminal, and tortuous remedies against companies: payments are discussed and approved.

 Open Discussion: Shareholders can also raise any other concerns or issues.
Which Companies Must Hold AGM?
Except one-person companies (OPCs), holding an Annual General Meeting (AGM) is an
obligatory legal requirement for both Private Limited and Limited Companies. This
requirement applies to all companies, including public and private entities, those limited
by shares or guarantees, those with or without share capital, and even unlimited
companies. Every year, these companies are obligated to convene an AGM.
Annual General Meeting (AGM) – Section 96 of the Companies Act
Under the Companies Act, the Annual General Meetings (AGMs) provisions are primarily
outlined in Section 96. This section defines the requirement for companies to hold an
AGM and specifies the timeline for conducting it. It also discusses the first AGM for
newly incorporated companies.
Conditions for Holding an Annual General Meeting (AGM)
Conditions for Holding an AGM are explained in detail below:
Quorum; Resolution by Circulation;
A quorum is the minimum number of members required to be present at a meeting in
order for the meeting to be valid and for decisions to be made. The Companies Act, 2013
provides
for the following quorum requirements for meetings of the board of directors and its
committees:
Board of directors: The quorum for the board of directors is one-third of the total number
of directors, unless the articles of association provide for a different quorum.
Committees: The quorum for a committee is one-third of the total number of members of
the committee, unless the articles of association provide for a different quorum.
If the quorum is not met, the meeting is adjourned and must be reconvened at a later date.
A resolution by circulation is a method of passing a resolution without the need for a
meeting of the board of directors or its committees. The resolution is circulated to all directors
or
members of the committee, and it is deemed to have been passed if it is approved by a majority
of
the directors or members who have responded.
The Companies Act, 2013 provides for the following requirements for resolutions by circulation:
The resolution must be in writing.
The resolution must be circulated to all directors or members of the committee.
The directors or members must have a reasonable opportunity to consider the resolution.
The resolution must be approved by a majority of the directors or members who have
responded.
Resolutions by circulation can be a useful way to pass resolutions quickly and ef iciently.
However, it is important to note that resolutions by circulation are not always appropriate. For
example, resolutions that are controversial or that have a signi icant impact on the company
should not be passed by circulation.
Memorandum of Association.
A Memorandum of Association (MoA) is a document that sets out the objectives and
powers of a company. It is one of the two main documents that are required to register a
company
in India. The other document is the Articles of Association (AOA) The MoA must be iled with the
Registrar of Companies (ROC) along with the other
documents required for registration. The ROC will then issue a certi icate of incorporation to the
company.
The MoA must contain the following information:
1. The name of the company
2. The location of the registered of ice of the company
3. The objects of the company
4. The authorized share capital of the company
5. The number of shares of each class
6. The rights attached to each class of shares
7. The restrictions on the transfer of shares
8. The procedure for the winding up of the company
The MoA can be amended by a special resolution of the shareholders of the company. A special
resolution is a resolution that is passed by a majority of at least 75% of the votes cast by the
shareholders.
The MoA is an important document that de ines the scope of a company's activities. It is
also a contract between the company and its shareholders. The shareholders agree to invest
their
money in the company and the company agrees to use the money to achieve the objectives set
out
in the MoA.
Here are some of the key points to remember about the Memorandum of Association:
1. It is a legal document that de ines the scope of a company's activities.
2. It is iled with the Registrar of Companies (ROC) along with the other documents required
for registration.
3. It must be amended by a special resolution of the shareholders.
4. It is a contract between the company and its shareholders.
Extra Ordinary General meeting.
An extraordinary general meeting (EGM) is a meeting of the shareholders of a company
that is called outside of the regular schedule of meetings. EGMs are typically called to discuss
urgent or important matters that cannot be deferred until the next regular meeting.
The Companies Act of India, 2013, provides for the following situations where an EGM can be
called:
1. To consider a special resolution.
2. To remove a director.
3. To appoint a new director.
4. To approve a major transaction, such as a merger or acquisition.
5. To approve a change in the company's constitution.
6. To approve a change in the company's auditors.
7. To consider any other matter that is considered to be urgent or important.
The EGM must be called by the board of directors of the company. However, the shareholders
can
also requisition an EGM if they have the support of at least 10% of the total number of shares.
The notice for an EGM must be sent to all shareholders at least 14 days before the meeting. The
notice must include the date, time, and place of the meeting, as well as the agenda.
The quorum for an EGM is usually the same as the quorum for a regular meeting. However,
the articles of association of the company may specify a different quorum for EGMs.
The resolutions passed at an EGM are binding on all shareholders of the company.
Here are some of the key points to remember about extraordinary general meetings:
1. They are called outside of the regular schedule of meetings.
2. They can be called by the board of directors or by the shareholders.
3. The notice for an EGM must be sent to all shareholders at least 14 days before the meeting.
4. The quorum for an EGM is usually the same as the quorum for a regular meeting.
Theory of Corporate Personality.
The theory of corporate personality is a legal concept that treats a corporation as a
separate legal entity from its shareholders. This means that the corporation can own property,
enter into contracts, and sue or be sued in its own name. The theory of corporate personality is
based on the principle that a corporation is a legal iction. This means that it is not a real person,
but rather an arti icial creation of the law.
There are ive main theories of corporate personality:
1. The iction theory: This theory holds that a corporation is a legal iction and does not have
any real existence. It is simply a way of organizing and managing business activities.
2. The aggregate theory: This theory holds that a corporation is simply an aggregate of its
shareholders. The shareholders are the only real persons involved in the corporation, and
the corporation itself has no separate existence.
3. The real entity theory: This theory holds that a corporation is a real entity that is
separate from its shareholders. The corporation has its own legal personality and can own
property, enter into contracts, and sue or be sued in its own name.
4. The concession theory: This theory holds that the state grants a corporation a privilege to
exist and to act as a legal person. The state can revoke this privilege at any time.
5. The hybrid theory: This theory holds that a corporation is a combination of the iction
theory and the real entity theory. The corporation is a legal iction, but it also has some real
existence.
The theory of corporate personality is important because it allows corporations to enjoy certain
bene its that are not available to individuals. For example, corporations can own property, enter
into contracts, and sue or be sued in their own name. This makes it easier for corporations to
conduct business and to raise capital.
The theory of corporate personality also has some drawbacks. For example, it can be used
to shield the shareholders of a corporation from liability. This can be a problem if the
corporation
engages in illegal or harmful activities.
The theory of corporate personality is a complex legal concept that has been debated by
lawyers and legal scholars for centuries. There is no single theory that is universally accepted.
The
best theory to use in a particular case will depend on the speci ic facts and circumstances.
Explain the rule in Foss Vs Harbottle with exceptions?
The rule in Foss v Harbottle is a legal principle that states that only the company can bring
a legal action to protect its interests. This means that a shareholder cannot bring a legal action
against the company on their own behalf, even if they have suffered a loss as a result of the
company's actions.
The rule in Foss v Harbottle was established in the case of Foss v Harbottle (1843) 2 Hare
461. In that case, the shareholders of a company brought a legal action against the directors of
the
company for mismanaging the company's affairs. The court held that the shareholders could not
bring the action because only the company could sue on its own behalf.
The rule in Foss v Harbottle has two exceptions:
1. Where the act complained of is ultra vires, meaning that it is beyond the powers of the
company.
2. Where the act complained of is a fraud on the minority, meaning that it is an act that has
been deliberately done to harm the interests of the minority shareholders.
The ultra vires exception applies where the company has acted in a way that is beyond its
powers
as set out in its articles of association. For example, if a company is authorized to make loans to
its
directors, but it makes a loan to a director who is not a shareholder, the loan would be ultra vires
and the shareholders could bring a legal action against the company to recover the money.
The fraud on the minority exception applies where the company has acted in a way that
has deliberately harmed the interests of the minority shareholders. For example, if the majority
shareholders of a company use their voting power to approve a transaction that bene its them at
the expense of the minority shareholders, the minority shareholders could bring a legal action
against the company to challenge the transaction.
The rule in Foss v Harbottle is a complex legal principle and there are a number of cases
that have interpreted the rule in different ways. However, the rule remains an important
principle
in company law and it is often used to prevent shareholders from bringing frivolous or vexatious
legal actions against their companies.

Here are some of the key points to remember about the rule in Foss v Harbottle:
1. Only the company can bring a legal action to protect its interests.
2. There are two exceptions to this rule: ultra vires and fraud on the minority.
3. The rule is designed to prevent shareholders from bringing frivolous or vexatious legal
actions against their companies.