BY

MEMBERS OF GROUP

S.R.M B- SCHOOL CITY CAMPUS VADAPALANI CHENNAI -600026 Supervised by Prof : REETU SHARMA

S.vignesh reddy Krishna Sagar Rumaiz Ahamed Kamal Krishnan

(3511140090) (3511140087) (3511140121) (3511140109)

Company law of india: 1.In year 1860 the joint stock companies act comes into existence 2.Company is act in year 1956 3. The company secretaries act 1980 4.Kinds of company 5. company secretary 6. Incorporation of company 7. MOA of company 8. AOA of company 9.Prospectus of company 10.sharecapital, warrants, dividens, transfer of shares 11.Meetings 12.Agenda&minutes 13.Resolutions 14.Membership of company 15.Winding up of company

overview of company
Introduction of company law..
how the company is formed . ANALYSIS OF AOA ,MOA, PROSEPECTS ,MEETINGS.. Duties of directors, RIGHTS, liaBlity winding up of company ANALYSIS OF INTERPRATION OF CASE CONCLUSION.

5 TO 6..
9 TO 11.. 9 TO 13.. 15 TO 17 18 TO 19 ........... 20 TO 21.......

23.

ACCORDING TO LINDLEY L.J. defines a company as an association of many persons who contribute money or moneys worth to a common stock , and employ it in some common trade or business and who share the profit or loss arising there form
According to sec 34(2) of company act 1956 a personality distinct from its members a members can there fore be both its share holder and creditor simultaneously. features of company: 1. its separate legal entity 2. limited liability of its members 3. its perpetual succession and common seal

THE COMPANY LAW ADMINISTRATION at various stages and various administrative as follows: The act of 1857 the principle of limited Liability was first introduced in England By limited liability act 1855 under the which A campany obtained certificate of registration with the limited liability under the act of company legislation assumed for the present day subject to various amendments which were made from time to time to suit various exigencies under the act 7 Step1.The central government of india (ministry of corporate affairs) (m.c.a) ACT (amendment act 1988) sec 637 Step2. Securities and exchange board of india (SEC 55A

Step3.Company law board (SEC 10E OF CLB)

OF SEBI

Step4. The official liquidators

tribunal)(NCLT)

(national company law

Step5. The national advisory committee on accounting (SEC410) Step6. The company law advisory committee (1956) Are steps requird for formation of company law in india CLASSIFICATION OF COMPANY: 1. BASED ON INCORPORATION a. charatered companies:( the comp has no place on india in during bank of england) b .statutory companies:(created by special act) eg.R.B.I,S.B.I c. Registered companies:(company act 1956)

2.BASED ON LIABILITY OF COMPANY: a. company limited by shares(sec 12(2)(a))liability of members or limited b. company limited by guarantee(sec 12(2)(b))in guaranteed of each member of company 2(b).Unlimited companies:(sec 12 provides 7 public, 2 pvtLTD) 3. ON BASIS OF NUMBER OF MEMBERS: A. private(sec 3(1) b. public (sec3(1) 4. On basis of control: a. holding company (sec 4(4))(control of anothercompany b. subsidiary company(sec4(1)) eg: diectors of company

5. BASIS OF OWNERSHIP( appointment auditors,provision etc..)

Producer of formation: a new company form of org called producer company has By amendment act 2002 are: 1.It should consist of 10 members but there will No limit on the max no 2.it would Be formed as private company 3.The word pvt may not form part of the name 4.It should provide an opportunity to coo-per institutions to voluntarily for new producer provider comp 5.Its equity may not be publicity traded

1.Application 2.Issue of certificate of incorporation(It should in 30days registrar has satisfied doc requid,like moa, AOA, R -ecipt of doc) Moa (memorandum and articles of association) 1. The name of company with producer company ltd as the last words of the name of such company 2. The state which the registered office of the producer company is to be situated 3. The main object of company shall be one or more of the object specified in sec 581 4. The name & addresses of person should be subscribed to the moa

5.The liability of its members is limited 6. Opposite to his name the number of shares (not less then one) each subscribed to memorandum 7. In case of object of company are not confined to one state the state to whose territories the objects Extend ARTICLES OF ASSOCIATION: It should be presented for registration to the registration of state in reg office should in AOA of company: 1. MOA of producer company 2. its articles duly signed by subscribers to the memorandum

According to sec 2(36) a prospectus defines as any document described to issued as a prospectus and includes any notice, circular advertisement or other document inviting deposit from public or inviting offers from the public for subscription or purchase of any shares in or debentures of a body corporate Content of prospectus are: 1.gerdral info 2.capital structure of the company 3.terms of the present issue 4.particulars of issue 5.company management and project 6.particulars regarding company and listed company 7.management risk factor

MANAGEMENT OF PRODUCER COMPANY: 1. NUMBER OF DIRECTORS: EVER PRODUCER COMPANY SHALL HAVE NOT LESS THAN 5 AND NOT MORE THAN 15 DIRECTORES 2. CHIEF EXECUTIVE AND HIS FUNCTIONS: HE SHALL BE FULL TIME CHIEF EXECUTIVE 3.SECRETARY OF PRODUCER COMPANY: Ever producer of company having annual turnover rs 5crore of 3 consecutive financial year shall have whole time secretary

There are two types of meetings: 1. annual general meetings(sec 581) Each meeting should be held specify meeting as such notice by calling it it should not be more than 15 months shall elapse between the date of one general meetings to another which is next 2. Extraordinary general meetings: This type of meetings were the board of directors shall be made in writing ,duly signed and setting out the matters for cosideration made one third Share capital: The share capital of producer company shall consist of equit shares only the held members of company shall as far as may be made accounts & audit: Every producer of company shall keep it as registed office proper books of account this shall be aduited By chartered accountant

Before a company is formed certain preliminary decisions are necessary eg; it should pvt or public ltd company what is capital or taking over business of an already established concern all decisions are taken by certain persons know as promoters of company they do business. Any 7 more persons(2 or more case in pvt ltd) are: 1.subscribing their names to a moa and also 2. complying with formalities in respect of registration (sec12) are: a. a company limited by shares b. a company limited by guarantee c. a unlimited company

According to sec 2(26) of company act 1956 states that provides that any person in means among others any persons in accordance with whose directions or instructions the board of directors of a company is accustomed to act

Duties of directors: The statutory duties have been discussed at appropriate places again there are certain duties of general nature are: 1.Fiduciary duties 2.Duties of care ,skill and diligence 3.Other duties a directors shall not enter into contract with company except with the consent of board of directors: 1. For the sales, purchase or supply of any goods, materials or 2. For underwriting the subscription of shares or dedentures of the company 3. The company directors share capital is at least RS1crore the above shall be entered which is approved by central govt

General powers of board(sec291): First: the board must not do any which is to be done by the company in general meeting Second: the board must exercise its power subject to the provisions on behalf of company act moa &aoa of company. Power to be exercised only at meeting: 1.make calls on shares 2. issue of debentures 3.borrow moneys 4.make loans 5.invest the funds or company Restrictions on powers: a. to sell or lease or otherwise to dispose B. to remit or give for repayment C. to invest in company audit committee:

1.Avoidance of provision relieving of liability:(sec201)any provision the articles exempts a director from liability on account 2.Undischarged insolvent disqualified from being appointed director 3.No person to be a director of more than 15 companies sec(257) 4. Restrictions on powers of board(sec293) 5. Prohibition of political contributions(sec293) 6.Loans of directors(sec295) with out obtaining from central govt approval of central govt

Winding up or liquidation of company represents the stages means a proceeding by which a company is dissolved the assets of the company are disposed of debts are paid off out of the realized asset a member in proportion to their holdings in the company Modes of winding up of company: 1. Winding up by tribunal 2. voluntary winding up are: 1.members of voluntary winding up(spl, default failure, reduction just and equitable, insolvency) 2. creditors of voluntary winding up( Type of windings up of company: 1.A members voluntary winding up(members of company by own interest it should filled in 3 years) 2. A creditors voluntary winding up(sec 500 given before registration of company) 3.Winding up by unregistered companies act(sec582 many company like partnership, unregistered firm etc

 Birla corporation ltd and Exchange Board of India, Mumbai [SECURITIES

APPELLATE TRIBUNAL, 11 Aug 2011]

Securities Exchange Board of India - (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 Appellant was alleged to have violated reign. 4 of the Regulations which prohibited a person from indulging in a fraudulent or an unfair trade practice in securities - Appellant was alleged to have sold 56,100 shares to some of the connected entities - Adjudication officer imposed monetary penalty of Rs. 2 lacks on the appellant - Instant appeal - Held, there was no allegation that the buy and sell orders were either synchronized or matched or that there was a prior understanding between the buyer and the seller - Merely because 56,100 shares were picked up by the connected entities through the market mechanism did not mean that the appellant was part of the manipulative group or that she was in any way connected with those entities - There was no allegation of any connection between the appellant and the purchasers - Hence, the charge of manipulation leveled against the appellant was not only contradictory but the respondent had also failed to establish the same even on its own showing - Also, Adjudicating officer in the impugned order had not dealt with any of the pleas taken by the appellant in her reply though he refers to the reply in the impugned order - Impugned order imposing a monetary penalty of Rs. 2 lacks on the appellant set aside - Appeal allowed.

It all about is person who has applied for a shares in sebi fraudulent or an unfair trade practice in securities - Appellant was alleged to him to give the money manipulative group or that she was in any way connected with those entities - There was no allegation of any connection between the appellant and the purchasers Hence, the charge of manipulation leveled against the appellant was not only contradictory but the respondent had also failed to establish the no allegation of any connection between the

There are certain requirements which must be met before a limited liability company is registered. First the subscribers must not be less than two. Taking instructions from the promoters is also a prerequisite step for the formation of the company preparing the incorporation documents; and filling the incorporation documents with Corporate Affairs Commission and obtaining the certificate of incorporation. In this unit we have learnt that a promoter is anyone who undertakes to take part in forming a company with reference to a given project and to set it going and takes the necessary steps to accomplish that purpose or undertakes raising capital for it, is deemed to be a promoter. A promoter has his duties and liabilities which include: iv) The promoter stands in a fiduciary relationship to the company and must observe utmost good faith in any transaction entered on behalf of the company. v) The promoter must account for any profit made from use of information

Kiser Barnes (1992) Cases and Materials

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