Corporate law Latin term-corpose Its the root of the corporation, corporate is a non human legal person Explain

case of armvente Human person is a natural person connected eith birth and death

Non human person not having birth and death

Non human person personality operating by law 1. No soul 2.no feeling 3.no hearing Soul corporation one man corporation eg crown/bishop/president Aggregated corporation having 2 or more person Eg- Dutch /British Indian c/y Chartered corporation created b British ground e.g. bank of England Statuary corporation- created individual enactment e.g b.o.c/ peoples bank Registered corporation formulating by c/y act

Fundamental of the company Legal personality corresponded with the protection of the creditors

limited liabilities corresponded is protection is members of the c/y

General characters of the company Get gain/ can be function us a legal person/ acquire the properties on its name/ open bank account drawing cheque bills of exchange enclose the bills of exchanges/ enter into contract on its name/ sue and to be sued/ Incorporation of company Provision of the incorporation of the c/y is provide from set.425 of c/y act Any person or persons maybe applied for incorporation to R.M following condition 1.Must be annex article of association of c/y. article having that the c/y whether private/ public/ of show 2.list of the initial directors and can sent of the directors 3.name of the secretary and consent of the secretary 4.no of members s not less than 2 5.starting name is not indicate or similar or any one of existing 6.where the c/y limited or unlimited or timed by guarantee. Duties of register after received te application with necessary documents R.G. perform the duties. Enter the all particulars of the c/y in the register of cy. Allocated the register number of company. Issue the certificate of incorporation. Certificated of incorporation - registered number of c/y. where the company private/public/f shore and also limited liabilities (its a evident and must treated us a judical notice

Name of the company Any company having a name . Selection of the name subject to the following condition End of the name must having c/y (Pvt) limited or case of public c/y must be indicate c/y public limited (pvt) 02.must be a new name and not similar name of any extinguish c/y This condition was observed following cases butter cup Margarine c/y this was earlier registered buttercup diary name is similar to the 1st name oof the c/y. court of law order to prohibitory. exxon insurance company- name similar to the exxon corporation . Court of law injunction order to the exxon insurance c/y Chamber of commerce where the company using the term of chamber of commerce must be obtain the licence from R>G of c/y

Auditor of the company He is the very important factor financial of c/y and also management of c/y, because without audit report, the company cannot call the annual general meeting. any time auditor maybe refuse to certify the accounts of the company. 1st auditor by board of directors must be nominate 1st auditor, Special nomination must be made before the annual meeting

Where the c/y if fall to nominated the auditor R.G shall have power to appointed auditor of any c/y.
Subsequent directors must be appointed by special general meeting. In this connection c/y given notice to share holders. At the special general meeting can be pass the resolution that appointment of auditors, removal of auditors and substitute of auditors. Qualifications of auditors 1. Member of the company. 2. ICALS f1for legible for appoint us a auditor. 3.Registered auditors caeofR.Aqualification must be determine by the cabinet minister.(minister of trade) However following category cannot to be appointed as a auditor. 1.Particularor any other c/y directors. 2.Managing Directors 3.Seceratory of c/y 03.Agent of c/y

Report of auditors following criteria Basic opinion of the auditors 2. foundation of the auditors 3.Information and explanation 4.Document 5.Profit loss a/c c/y prepared by the profit loss a/c. directors disclose the opinion of the p/l a/c. 6.Balance sheet disclose correctness 7.group a/c must be laid out the situation of the group Account. Power of the auditor

Keep the application all the book, Registers, Statements, Receipts, Vouchers any other documents. 2.Obtain the information and explanation from the board of c/y and employee of c/y, in this connection particular person must be given true statement. 3.inquired the directors and atc. 04.can be receive the notice for any meeting of the company. However the auditors cannot to be control following matters.
Stock of the company, Policy matter of the c/y, cannot to be advised to the directors, cannot to be concern the mater of divident.

Duties of the auditors Actual position of finance must be disclose the actual position of financial of c/y Explain case of London General Bank lordlindley judge says arithmetic Accuracy its not a financial position. But auditors must be observed a substantial accuracy. Care and Skill Must be auditor discharge this duties with care and skill. Observed cottonmills company, lode judge say Auditor must be function us a watch dog, but not blood hound Examine the financial statements such as balance sheet, p/l ac, group ac, Prepare the audit report and submit at the G.M Check the all the documents and connect the vouchers and refer the expenses Check the balance of the cash in hand and bank Receiver of the company

Appointment may be appointed by the court from panel of the person nominated by the minister. However court maybe thing fit may be appointed another person us a official receiver
Vacancy- curt must be filled the vacant by a fit person Remuneration determine by the court of law Statement must be derived by the board f c/y to the official deveiver, must be signed by the board of director, Secretary, other officer of the c/y Showing following particulars Asset of the c/y, Liabilities of the c/y, Entertainment f the company.

Report- he must prepare and submit court the report having following maters 1.Kink & rights of the issues shares 2.state capital of the company 3.amount of the debt of the c/y 4.list of the creditors 5.reason of failure of the c/y Note under the report may be official receiver may be order for the inquire under section 311 in New c/y act . Control the liquidator liq exercise the powers subject to following controls

1.Where the different opinion lad by creditors contributory and committee of the inspection 2.must be sent a summons to all the creditors and contributories 3.Apply to courts for take any decision 4.R.G.may be exercise the following controls with following grounds *Does not faithful preferment 2.doesnot c/y with the c/y act
Account matter Account must be prepare once in a 3 months 2.Account should audit by auditor of the company 3.account must be submitted to the court of law Liquidator exercise following additional powers at the time of company 1.May be compromise with creditors 2.settle the debt to the creditor in full or part Liquidator in addition may be exercise the following powers settle the debt to the creditor in full or part time 2.compeamise with creditors

Grounds of winding up court Petition of creditor- in this connection creditors must be proof following elements 1.Debt due to over the 50000 2.take of the settle the debt is over 3.Sen a due letter of demand to the c/y to settle the due loan. 4.company failed to pay the debt Company laid out following defense there is a bonatide dispute between the c/y and creditors. accepted case of London and pars Banking co

2.c/y disclose value of property case of Re joint stock coal company ltd
3.Prepare to convert the debt as a stock or full paid shore Commencement of business - every c/y commencement of business eith in 1year from date of incorporation. But c/y carry on business of the after the incorporation. It is also one of the ground. In this connection must be proof the main object. Otherwise c/y may be wound up. c/y may be laid out following defense Main object already commence period 1 year. But ancillary option must be commence soon as possible accepted case of Horris Minimum number of members- c/y having not less then 2 members ,there is no any defence

Inspection Report Inspector appointed by R.G., Report mention winding ud of c/y R.G. may be apply court Just and equitable Under this grounds any one of the member apply to court, following elements are observed 1.Distraction of the main object 2.bubul Nature of cy 3.Metual confidence Serious loss