Академический Документы
Профессиональный Документы
Культура Документы
Company law
1 2. 3 4 5 6 7 Minimum numbers of members in a private company minimum paid up capital in a private company Minimum numbers of members in a public company minimum paid up capital in a public company maximum numbers of members in private company maximum numbers of members in public company If minimum number of members falls below limit 2 1 lac 7 5 lac 50 no limit - Up to 6 M company liable for any debt incurred - After that- all members aware of that fact 1. By show of hands one member = one vote - Proxy may vote by show of hands if AOA so provides - Proxy no right to speak, but to vote 2. By poll - 1 share 1 vote - Proxy no right to speak, but to vote 21 clear days 3 2 12 or mentioned in first registered AOA, whichever is higher no limit 15
9 10 11 12
notice period (minimum) Minimum numbers of directors in a public company Minimum numbers of directors in a private company Maximum numbers of directors in a public company Minimum numbers of directors in a private company maximum numbers of directorships
13 14
Page 1
16
AGM
-
17 18 19 20 21 22
Appointment of sole selling agent without reserving any condition Maintain index of members when no. of members exceed Maintain index of debenture holders when no. of debenture holders exceed Appointment of auditor u/s 224 Appointment of auditor u/s 224a Appointment of first auditor
Page 2
31
32 33 34 35 36 37 38 39
40 41
42
43 44
45
Payment of dividend within --- numbers days from declaration Declaration of interim dividend by BOD Declaration of final dividend by shareholders in AGM Number of scrutineers in case of voting u/s 192a 1 Number of scrutineers in case of voting by poll 2 Quorum in case of private company 2 Quorum in case of public company 5 If dividend not claimed with in ---- number of years 7, investor education and from date of transfer to unclaimed dividend protection fund account, transfer it to ------ a/c A certificate of incorporation is conclusive evidence Contracts before incorporation - pre-incorporation/Preliminary contracts void-ab-initio - become valid if adopted by co. Contracts after incorporation but before certificate - provisional contracts to commence business - valid from the date of certificate to commence business Promoter defined under ----- section of companies not defined act,1956 Dividend out of capital profits power in AOA + realized CP + left after revaluation of other assets Dividend out of capital not allowed, if allowed it is
ADDRESS: B-20-1458, KRISHNA NAGAR, PAU ROAD. LUDHIANA.M.No-9888745849, 9780808413
Page 3
Starting of RO
within 30 days of incorporation or certificate to commence business, whichever is earlier - notice to ROC regarding situation of RO- within 30 days of incorporation Change of RO within city BR +notice to ROC Change of RO city to city, but roc changed SR + RD + notice to both ROC change of RO from city to city, roc not changed SR + notice to ROC change of RO from SR + CLB + notice to ROC(30 d ) +permission from state to state debenture holders , creditors change in name CG+SR cg can raise objection on name within ____ year of 1 incorporation reduction in capital SR + Court buyback up to 10% of paid up capital +reserves BR buyback for more than 10% of paid up capital + SR Reserves OR simple majority SR 3 times majority business to be transacted in the meeting agenda presiding officer of the meeting chairman securities bought back should be extinguished 7 days of completion of bb within bb must be completed with in 12 months maximum premium on issue of shares no limit maximum discount on issue of shares 10% + CG+ issue within 2 months of approval + atleast after 1 year from certificate to commence business change in AOA SR u/s 31 act beyond power ultra vires
ADDRESS: B-20-1458, KRISHNA NAGAR, PAU ROAD. LUDHIANA.M.No-9888745849, 9780808413
55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71
72 73
Page 4
84 85 86
87
88
89 90
directors liable to retire by rotation retiring directors - if AOA requires qualification - max value< Rs. 5000 shares - if single share > Rs. 5000, then hold only 1 share - Tenure- within 2 m of appointment - if not allotted within 2 M - vacate office u/s 272 & u/s 283 appointment of additional - BOD( by BR or circular resolution) directors by - powers in AOA - term- till the ensuing AGM filling casual vacancy - By BOD (only Resolution in BM) irrespective of powers given in AOA - tenure- till the term of dir in whose place he is appointed appointment of government auditor By C and AG of India a company promoting art, science, commerce, - S- 25 co. or licensed social welfare co. - license from cg - may or may not have sc
ADDRESS: B-20-1458, KRISHNA NAGAR, PAU ROAD. LUDHIANA.M.No-9888745849, 9780808413
Page 5
91
92 93
94
BOD (BR or circular resolution) powers in AOA absence of original dir from state > 3 months - tenure- till original dir returns to state or original dirs term expires appointment of more than 1 dir by single - pass unanimous res. resolution - then appoint holding of office or place of profit by director - when getting any remuneration over & above the remuneration to which he is entitled as a director 314(1A)S - Dir without R - following covered if their total monthly remuneration is 50000 or more, A. relative of a director B. firm in which director is a partner C. Pvt. Co. in which director is a director or member. either holding company or its subsidiary company 314(1B) following covered if their total monthly remuneration is 250000 or more, A. relative of a director or manager B. firm in which director is a partner C. Pvt. Co. in which director or relative is a director or member. notes: 1. holding and subsidiary not covered 2. directors excluded 3. form for obtaining cg approval eform 24b CG+SR(both previous approval)
95 -
96
loan to director
CG
Page 6
104
105
Page 7
111 112.
113.
114
122 123
Page 8
Simply speaking, this is a case when a member wants the BOD to convene EGM, and deposit with the company a requisition, now it becomes the duty of BOD to arrange for meeting, if BOD does not do so, requisitionists themselves can convene the EGM.
125
126
Book closure ( when Books of members are closed) - 45 days - Max. period for which register of members can be closed in a year - 30 days - Max period for which register of members can be closed at any one time Refund of application Section 69(5) money - in case of non- receipt of minimum subscription within 120 days of date of issue of prospectus - 130 days without interest - After 130 days with interest @ % p.a SEBI guidelines - in case of non- receipt of 90% of issued amount within 60 days from date of closure of issue - 78 days without interest - Beyond 78 days with interest @ 15% Power in AOA On the basis of grounds mentioned in AOA Notice to member must mention1. Accrued amt + interest 2. A day at least 14 days ahead from the date of service of notice on or before which the payment is required to be made BR- must be pass before actual forfeiture of shares
127
Forfeiture of shares
Page 9
Basis of distinction Who can issue Power in AOA Prior approval of CG stamp duty Whether negotiable instrument Dividend payment Transfer Membership Shares
Share certificate Any company having share capital Not required not required payable on transfer No To registered holder By registering a proper transfer deed Holder is a member Share certificate can be issued in respect of partly paid up or fully paid up shares -
Share warrant Public co. Ltd. By shares Required required not payable Yes To bearer of coupons attached to warrants By deliver Holder not a member Share warrant can be issued in respect of fully paid up shares
129
Bonus shares
Powers in AOA Only to existing shareholders BR recommending its decision to issue BS OR in GM for approving above BR Follow SEBI guidelines (listed co.) Bonus shares = fully PU Sources of Bonus issue- CRR + SP +FR Right shares 81 Can be transferred to other person required yes Fully or partly For cash no
Bonus shares 78+80+205 Can not be transferred to others Application for shares Not required Cash inflow for the no company PU Always fully PU consideration Without consideration Capitalization of yes
Page 10
132
132.
133.
When court may lift corporate veil - For protection of revenue- when co. making effort to evade tax - For determination of enemy character of co. - Where co. being used for some illegal or improper purpose - Company acting as an agent of shareholders Features of company Transferability Shares freely transferable in case of public company Separate legal entity Separate identity in the eyes of law (read soloman case) Common seal Co. having no limbs so provided with this tool Perpetual succession Members come and go, but company remains Limited liability As per the case Sue and be sued Co. can sue and be sued in its own name Assets Co. can hold assets in its own name Disadvantages of a corporate form of enterprise - Excessive formalities involving considerable time + money - Excessive tax burden income taxable at maximum marginal rate i.e 30% - Greater CSR - Detailed winding up procedure - Dilution in secrecy in business due to excessive statutory disclosure requirements Subsidiary company ( section 4) Composition of BOD controlled by other company or >50% shares with voting rights or voting rights held by other company Unlimited company Liability of members = unlimited i.e personally liable May or may not have share capital AOA mention the no. of members with which co. is being registered.
134 135 -
Page 11
6)
7) 8) 9)
IF THERE IS ANY DEFAULT MADE IN AS PER T&C OF LOAN AND LOAN IS BEYOND CEILING LIMIT. NOT LESS THAN PREVAILING PRIME LENDING RATE OF RBI ENTRY IN STATUTORY REGISTER WITHIN 7 DAYS DETAILING NAME, ACCOUNT, TERM, PURPOSE & DATE. DEFAULTER OF SECTION 58A ARE PROHIBITED - DEFAULT IN MAINTENANCE OF REGISTER= FINE UP TO 5000 RS. AND 500 RS. PER DAY - OTHER CONTRAVENTIONS= FINE UP TO 50,000 RS. AND IMPRISONMENT UP TO 2 YEARS. a) PVT CO. b) BANK/ INSURANCE/ FINANCING CO. IN THE
ORDINARY COURSE OF BUSINESS
10) 11)
PROHIBITION PENALTY
12)
NOT APPLICABLE
c) ANY CO. HAVING OBJECT OF FINANCING INDUSTRIAL ENTERPRISES, OR OF PROVIDING INFRASTRUCTURE FACILITIES. d) INVESTMENT COMPANIES e) RIGHT ISSUE f) HOLDING COMPANY TO ITS WHOLLY OWNED SUBSIDIARY (MAKING L/I/G/S)
Page 12
Declared dividend shall be paid to the shareholders within 30 days from the date of declaration. If the dividend is not paid or not claimed, then it shall be deposit in dividend Unpaid and Unclaimed Account within 7 days from the lapse of 30 days. If Dividend is not paid/ claimed up to 7 years from the date of transfer to unpaid 7 Unclaimed Account, then such amount shall be transfer to IEPF (Investor Education Protection fund) account after the lapse of such 7 years. Transfer to Reserves
If rate of Dividend
10% of PUC 10-12.5% of PUC 12.5-15% of PUC 15-20% of PUC 20% of PUC Investor Education and Protection Fund consisting of
Transfer to Reserve
Nil Minimum 2.5% of Profit after Tax Minimum 5% of Profit after Tax Minimum 7.5% of Profit after Tax Minimum 10% of Profit after Tax
Unclaimed & Unpaid Dividend Unclaimed matured debentures & interest on them Unclaimed matured deposits & interest on them Income from investments made out of such fund (Company can invest from IEPF A/c) Application money received or due (Refund) a) Maximum amount of withdrawal 10% of (PUC + F/R) 10% of (60+10) 7 crores b) 10% 0r average rate of last 5 P/Ys 10% or 20% 10% of 60 crores 6 crores c) Minimum balance kept in reserves 15% of PUC 15% of 60 crores 9 crores Conditions: i. Provided in AOA. ii. Capital Profits must be realized. iii. Capital Profits must be left after the valuation of all other assets.
Page 13
Companies (transfer of current profits to Reserves) Rules, 1975 {RULE- 3} Transfer to reserves > 10% of Profit after Tax
If Dividend is being distributed a. Company has not issued bonus shares in the current year or any preceeding 3 financial years. - Rate of proposed dividend average rate of 3 preceeding financial years. b. Company has issued bonus shares in the current year or any preceeding 3 financial years. - Amount of proposed dividend average amount of 3 preceeding financial years.
a.
Amount of transfer to reserves < average amount of dividend of preceeding 3 financial years.
Page 14
approved by the company in the First General Meeting held after the date on which the appointment is made appointment is valid. Without condition appointment is void ab initio. Note: if with condition appointed then in GM, appointment may be disapproved and appointment is valid only upto such disapproval.
Previous approval of CG
SR + CG
Compensation to SSA
According to Section 294A, no Company shall pay or be liable to pay any compensation to its sole selling agent for the loss of his office in the following cases: Where the appointment of the sole selling agent ceases to be valid by virtue of sub section (2A) of section 294 i.e disapproved in GM Where the sole selling agent resigns his office in view of reconstruction of the company or its amalgamation with any other body corporate or bodies corporate or bodies corporate and is appointed as the sole selling agent of the reconstructed company or of the body corporate resulting from the amalgamation. Where the sole selling agent resigns his office, otherwise than on the reconstruction of the Company or amalgamation as aforesaid. Where the sole selling agent has been guilty of fraud or breach of trust
Page 15
ii.
2. Any member(s) may file a complaint to CLB that the affairs are being conducted in a manner, or are likely to be conducted in a manner which is a. Prejudicial to the interest of the company, or b. Prejudicial to the public interest. 1. NOT APPLICABLE
iii.
CB may pass an interim order from the date of application before passing final order.
Page 16
Page 17