Organization, formation, committees & meetings

1. 6/7/2015 1
Organization – Formation, Committees & Meetings.
FORMATION OF COMPANY /ENTERPRISE / ORGANIZATION
STAGE – 1, PROMOTION#
•Type of Company
•Name of Company
•Registration of Company
from Registrar of Companies (RoC)
 $Memorandum of association (MoA)
 *Articles of association (AoA)
 List of directors
 Compliances with law of company act
 Submit the relevant documentation
•Payment of the Registration Fees
•Obtain the Certificate of Registration
STAGE – 2, INCORPORATION
•Obtain the Certificate of Incorporation
STAGE – 3, COMMENCEMENT OF BUSINESS
•Obtain the Certificate of Commencement of Business
Limited3 (Public or Private) or Unlimited
$, * Varies from one company or enterprise to another & also includes place of jurisdiction
3. Limited by shares or guarantee (with or without share capital )
NAME CLAUSE(S) according to Companies act 1956
REGISTRATION CLAUSE(S) according to Companies act 1956
OBJECTS & POWERS CLAUSE(S) according to Companies act 195
• Share capital issued, rights & payments
• Lien on shares
• Calls on shares
• Transfer & Transmission of shares
• Forfeiture or surrender of shares
• Conversion of shares to stock
• General body meetings & proceedings
• Voting rights of members or non members
• Dividend payment
• Accounts & Audit
• Borrowing powers
• Winding up
PROCESS OF INCORPORATION
• Declaration of Form 1by an advocate of the
supreme or high court, attorney or pleader or Company secretary,
Chartered Accountant
• Stamped & signed copy o f Memorandum & Articles of Association
Form -18, Location of the Registered office of company
• Agreement details & particulars in favor of Memorandum & Articles of association
executed on Non – judicial stamp paper, of requisite value.
• True copy of Registrar of Companies letter about the availability of name of company
#. Promoters are mainly grouped into
Business/ Function
• Professional Who offer assistance or
engage in business of developing promoters
• Financial Who establish banking or finance related
companies & maintain t he company or enterprise
till its dissolution.
• Occasional Who establish the company and hand it over to
other promoters during its due course of existence
• Entrepreneurial Most common form of promotion & Involve
in variety of businesses. Maintain till the
dissolution or wind up of the company

2. 6/7/2015 2
THE BOARD
Chairman Directors4 (Board of Directors)
2Non ExecutiveExecutive 2Non - Executive Executive
Audit Committee
• Minimum 3 non executive directors
• Registered Company secretary or Chartered Accountant
• At least one director with financial
& accounting knowledge
Remuneration Committee
•Shareholders terms & conditions of reference
•Company policy & employee compensation
•Remuneration of executive directors
•(pension rights & compensation)
Advisory (Nomination) Committee
•Shareholders & employees nomination & voting rights
(Transfer of shares & dividends,
non receipt of funds, balance sheet)
•Industrial relations, Employee rights & privacy.
•Contracts of indemnification, employment,
Meetings of shareholders
•Class6 meetings of shareholders
•Annual general meetings
•Extraordinary general meetings
•Statutory5 meeting/s
Meetings of creditor
Meetings of debenture holder
Meetings of the
7board of directors (Board meeting)
COMMITTEES OF BOARDMEETINGS OF BOARD
MEETINGS OF THE COMMITEES
BOARD8
TENURE
& PERIODICITY
APPOINTMENT
IMPORTANT REGULATIONS
• The Companies Act 1956, section 165, 166
• NCLT (National Company Law Tribunal) Act
Section 397, 398, 292A, 402
• Central Government Act, Section 408
• Income Tax Act 1961 w.e.f
& Finance Act 2005
Notes:
1. Maximum term is 5 years but can be reelected for
the next immediate term.
2. Can be reelected or serve the board for more
than one term repeatedly, at least with a 1/3rd majority
of votes
3. Limited by shares & guarantee or unlimited
4. The board in exigencies appoints additional,
casual or alternate directors.
5. Conducted as the first meeting of shareholders only once
in the life time of company.
6. Meetings held by preferential shareholders.
7. Does not require any agenda.
8. It is also known as the Council meetings or
Council of management.
RULES TO CONDUCT MEETINGS OF BOARD
1. Notice Of meeting, e. g. place, time & agenda7 of the meeting
2. Resolution e. g. voting by members or non members of the board etc to enact company laws
3. Quorum (Conducted within half hours of passing resolution) . The minimum # of members required to
run the meeting by members of the board.
4. Proxy (Entitled to vote on behalf of another irrespective of board member or not
upto 31 years 3 years up to 51 years 5 years
Every five years No specific period Every five years Every 3-5 years
1. Central government. 1. By Central government & 2. Resolution passed by agreement or at
2. Audit committee 3.By third parties, board of directors & MoA or AOA Annual general meeting, & Board of Directors, MoA, AoA with company
… Continued
At the time of the
dissolution/ winding up/
liquidation of the company
Grievance Redressal Committee
(Complaints & Corporate Disputes)
Shareholders & Employee grievances etc
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