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    Company (Amendment) Act, 2013

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    CHARAK RAY
    LAW, ARTICLE, SECTION, SUB-SECTION, COMPANY LAW, CORPORATE LAW, TYPES OF COMPANIES, PUBLIC LIMITED COMPANY, PRIVATE LIMITED COMPANY, ONE PERSON COMPANY, FARMER PRODUCER COMPANY, GOVERNMENT COMPANY.

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    Company (Amendment) Act, 2013

    Uploaded by

    CHARAK RAY
    148 views19 pages
    LAW, ARTICLE, SECTION, SUB-SECTION, COMPANY LAW, CORPORATE LAW, TYPES OF COMPANIES, PUBLIC LIMITED COMPANY, PRIVATE LIMITED COMPANY, ONE PERSON COMPANY, FARMER PRODUCER COMPANY, GOVERNMENT COMPANY.

    Original Title

    COMPANY (AMENDMENT) ACT, 2013

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    LAW, ARTICLE, SECTION, SUB-SECTION, COMPANY LAW, CORPORATE LAW, TYPES OF COMPANIES, PUBLIC LIMITED COMPANY, PRIVATE LIMITED COMPANY, ONE PERSON COMPANY, FARMER PRODUCER COMPANY, GOVERNMENT COMPANY.

    Copyright:

    © All Rights Reserved
    Download as PPT, PDF, TXT or read online from Scribd
    Download as ppt, pdf, or txt
    148 views19 pages

    Company (Amendment) Act, 2013

    Uploaded by

    CHARAK RAY
    LAW, ARTICLE, SECTION, SUB-SECTION, COMPANY LAW, CORPORATE LAW, TYPES OF COMPANIES, PUBLIC LIMITED COMPANY, PRIVATE LIMITED COMPANY, ONE PERSON COMPANY, FARMER PRODUCER COMPANY, GOVERNMENT COMPANY.

    Copyright:

    © All Rights Reserved
    Download as PPT, PDF, TXT or read online from Scribd
    Download as ppt, pdf, or txt
    of 19

    COMPANY LAW,

    1956
    CHARAK RAY
    libra.charak@gmail.com
    COMPANIES ACT, 1956

    COMPANIES (AMENDMENT) ACT,


    1988

    COMPANIES (AMENDMENT) ACT,


    2013
    CONTENTS

    • FEATURES
    • TYPES
    • FORMATION
    • COMMENCEMENT
    • DOCTRINES
    • DIRECTORS
    • METHODS OF RAISING CAPITAL
    • MEETINGS & PROCEEDINGS
    • WINDING UP
    FEATURES

    • Separate legal entity


    • Limited Liability
    • Transferability of shares
    • Perpetual Succession
    • Can own and sell property
    • Can sue and be sued
    TYPES

    • Public
    • Private
    • Holding and Subsidiary
    • Companies limited by shares/guarantee/unlimited
    • Corporations
    • Public Financial Institutions
    FORMATION

    • PROMOTER and his role


    • Pre – Incorporation Contracts
    Documents for Incorporation
    MOA
    AOA
    Agreement with MD/Director/manager
    Qualification shares
    Statutory Declaration.
    • Effects of Incorporation
    STEPS OF FORMATION

    • PROMOTION
    • INCORPORATION
    • CAPITAL SUBSCRIPTION
    • COMMENCE OF BUSINESS
    COMMENCEMENT

    • Not required in the case of Private Companies


    • Link with prospectus
    • Minimum subscription
    • Director’s shares
    DOCTRINES

    • CONSTRUCTIVE NOTICE
    • INDOOR MANAGEMENT
    • CORPORATE GOVERNANCE
    DIRECTORS

    • ROLE
    • TYPES
    • APPOINTMENT
    • POWERS
    ROLE OF DIRECTORS

    • Section 291 which states that the Board of Directors can do all those acts
    which a company can do. This leads to the principle of Agency i.e. the Board of
    Directors are agents of the company. However it may be noted that this
    applies to the whole Board and not individual Directors.
    ROLE OF DIRECTORS (CONTINUED)

    • The Directors have a fiduciary relationship with the


    company i.e. a relationship of trust and faith.( please
    note that it does not extend to the shareholders).
    • Four duties of Director (Prof Gower)
    - to act in interest of company
    - to act within the parameters
    - not to put himself in a position of conflict where his
    personal interests clash with the company’s
    - his responsibility cannot be fettered( delegated)
    TYPES

    • Managing Director
    • Whole Time Director
    • Part Time Director
    • Independent Director
    • Nominee Director
    • Additional Director
    • Alternate Director
    APPOINTMENT

    • By the Articles of Association


    • By the Shareholders
    METHODS OF RAISING CAPITAL

    • INITIAL PUBLIC OFFER


    • E- INITIAL PUBLC OFFER
    • OFFER THROUGH PROSPECTUS
    • PRIVATE PLACEMENT
    • RIGHTS ISSUE
    • EMPLOYEE STOCK OPTIONS
    MEETINGS & PROCEEDINGS

    • 1- Statutory Meetings
    • 2- Annual General Meeting
    • 3- Extra Ordinary Meeting
    MEETINGS & PROCEEDINGS

    1- Proper Authority
    2- Notice of the Meeting
    3- Quorum of Meeting
    4- Chairman of the Meeting
    5- Minutes of the Meeting
    WINDING UP

    • 1- Special Resolution by the Court


    • 2- Default in holding Statutory Meeting or in delivering Statutory Report to
    Registrar
    • 3- Failure to commence business within a year from the date of Incorporation
    • 4- Reduction in Membership below the Statutory Minimum
    • 5- Inability to pay its debts
    THANK YOU…

    19

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