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KALOL INSTITUTE OF MANAGEMENT [KIM]
+91-75748 67120 & +91-99784 40833
prakashrajkumavat@gmail.com
KIRC Campus, Opp. Sindbad Hotel,
Kalol-382721
Integrated MBA SEM-I
BUSINESS STRUCTURE &
PROCESS
MODULE-III
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
COMPANY
ORGANISATION
[INDIAN COMPANIES ACT, 2013]
Companies Act, 2013
 The Companies Act 2013 is an Act of the
Parliament of India which regulates
incorporation of a company, responsibilities of a
company, directors, dissolution of a company.
 The 2013 Act is divided into 29 chapters
containing 470 sections and 7 schedules.
 The Act has replaced The Companies Act, 1956
(in a partial manner)
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 The Act came into force on 12 September 2013
with few changes like earlier private companies
maximum number of member was 50 and now
it will be 200. A new term of "one person
company" is included in this act that will be a
private company of the Act notified.
 Another 184 sections came into force from 1
April 2014
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Company: Definition
 Company is an artificial person created by
law having separated entity with a perpetual
succession and common seal”.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Company: Features
 Artificial person: the company becomes
artificial person after registration, it means that
company hold property, enter into contracts,
borrow or lend money on its own name.
 Separate legal entity: the company has a
separate legal entity, it means it is
independent from its members.
 Perpetual existence: it means the company is
not affected by death, lunacy or insolvency of
its member.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 Limited liability: Since the company has
separate legal entity, its shareholders only
liable for their liabilities not the liable for debts
of the company.
 Separate property: a company, being a legal
person, is capable of owing, using & disposing
of property in its own name.
 Common seal: the company have its own
common seal. The symbol of seal is the
signature of director of company, because
company is an artificial person.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Company: Formation Procedure
 Step-1: Select Name of Person:
 First of all company must select the name of person i.e. the director
of the company. At least three names for Public Company and Two
names for Private company.
 Step-2: Apply for Digital Signature Certificate:
 Digital Certificates serve as proof of identity of an individual for a
certain purpose. Likewise, a digital certificate can be presented
electronically to prove your identity, to access information or
services on the Internet or to sign certain documents digitally.
 Step-3 Apply for Director Identification Number:
 It is a unique identification number allotted to the existing director of
the company or intending to be appointment as director of a
company according to Section-152(3), Section-153 & Section-154 of
the Companies Act, 2013.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 Step-4: Application for Name of Company:
 According to Section-4(4) of The Companies Act, 2013
person can make an application to propose the name of
the company to be registered with such forms and manner
accompanied by fees of Rs. 1,000/- to be paid, as may be
prescribed, to the Registrar for the reservation of a name set
out in the application.
 Step-5: Drafting of Memorandum of Association:
 The MoA is the Constitution of the Company which must
contain all the fundamental information of the Company.
MoA define the relationship of the Company with its
shareholder. Therefore, it is important to draft the MoA very
carefully with properly incorporating Clauses carefully.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 Step-6 Drafting of Articles of Association:
 AoA which is an important document explains the operation
of the company, purpose for which Company is incorporated
along with the information for the process of Appointment of
Directors and also management of the financial Record of
the company.
 Step-7 Application for Incorporation of
Company:
 According to Section-7 of The Companies Act, 2013 shall be
filed with the registrar within whose jurisdiction the registered
office of a company is proposed to be situated.
 Step-8 Commencement of Business:
 After receiving the certificate of incorporation and
commencement of business company can start doing
business.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
Company: Merits/ Advantages
 Accumulation of Large Resources:
 A company can collect large sum of money from large number of
shareholders. There is no limit on the number of shareholders in a
public company. If need for more funds arises, the number of
shareholders can be increased.
 Limited Liability:
 The liability of members in a company form of organisation is limited to
the nominal value of the shares they have acquired. If a person has
purchased a share of Rs. 100, his liability is limited to Rs. 100 only.
 Continuity of Existence:
 When a company is incorporated, it becomes a separate legal entity.
It is an entity with perpetual succession. The members of a company
may go on changing from time to time but that does not affect the
continuity of a company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 Efficient Management:
 In company form of organisation, ownership is separate from
management. It enables the company to appoint expert and
qualified persons for managing various business functions. Hence
efficient management is possible in company.
 Economies of Large Scale Production:
 With the availability of large resources, the company can organise
production on a big scale. These economies will enable the company
to produce goods at a lower cost, thus resulting in more profits.
 Ability to Cope with Changing Business
Environments:
 The present business enterprises operate under uncertain economic
and technological environments. The needs of consumers are varied
and changing, to cope with the changing economic environment
every business is required to invest money on research and
developmental programmes.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Company: Demerits/ Disadvantages
 Difficulty of Formation:
 Promotion of a company is not an easy task. A number of stages are
involved in company promotion.
 Separation of Ownership and Management:
 The ownership and management of public company is in different
hands. The owners i.e., shareholders play an insignificant role in the
working of the company. On the other hand, control is in the hands of
those who have no stakes in the company.
 Fraudulent Management:
 The promoters and directors may indulge in fraudulent practices. The
management is in the hands of those persons who have not invested
much in the company. The Company Law has devised methods to
check fraudulent practices but they have not proved enough to
check them completely.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 Lack of Secrecy:
 The management of companies remains in the hands of many
persons. Everything is discussed in the meetings of Board of
Directors. The trade secrets cannot be maintained.
 Delay in Decision-making:
 In company form of organization no single individual can make a
policy decision. All important decisions are taken either by the
Board of Directors or are referred to general house. Decision-taking
process is time consuming.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Types of Company
 On the basis of incorporation:
 Chartered Company: Theses company are formed by special
chartered in force. For example, East India Company (1600)
 Statutory companies: These are the companies which are
created by a special Act of the legislature e.g. RBI, SBI, LIC,
etc. These are mostly concerned with public utilities as
railways, gas and electricity companies and enterprises of
national level importance.
 Registered companies: These are the companies which are
formed and registered under the Companies Act,2013 or
previous prevailing act in force.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 On the basis of liability :
 Companies Limited by Shares: When the liability of the
members of a company is limited to the amount if any
unpaid on the shares, such a company is known as a
company limited by shares.
 Companies limited by guarantee: It is a registered
company in which the liability of members is limited to
such amounts as they may respectively undertake by the
memorandum to contribute to the assets of the company
in the event of its being wound up.
 Unlimited companies: A company not having a limit on the
liability of its members is termed as unlimited company. In
case of such a company every member is liable for the
debts of the company as in an ordinary partnership in
proportion to his interest in the company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 On the basis of number of members
 Public Company: A public company means a company
which is not a private company. There must be at least
seven persons to form a public company. It has minimum
paid-up capital of Rs 5 lakh or such higher paid-up capital,
as may be prescribed
 Private Company: A company which has a minimum of
two persons. They have to subscribe to the MOA and AOA.
It should be have a minimum paid up capital of 1 lakh or
more as prescribed by the article. The maximum number
of members to be 200.
 One Person Company (OPC): One Person Company
means a company with only one person as a member. He
will be the shareholder of the company and avails all the
benefits of a private limited company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 On the basis of Control
 Holding Company: A company is known as the holding
company of another company if it has the control over
that other company. A company is deemed to be the
holding company of another if, but only if, that other is its
subsidiary.
 Subsidiary company: A company is known as a
subsidiary of another company when control is
exercised by the holding company over the former
called a subsidiary company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 On the basis of Ownership
 Government company: A government company means
any company in which not less than 51% of the paid-up
share capital is held by (1) The central government, or (2)
any state government, or governments, or (3) Partly by
central government and partly by one or more state
government.
 Foreign company: It means any company incorporated
outside India which has an established place of business in
India. Where a minimum of 50% of the paid up share
capital of a foreign company is held by one or more
citizens of India or/and by one or more bodies corporate
incorporated in India, whether singly or jointly, such
company shall comply with such provisions as may be
prescribed as if it were an Indian company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
One Person Company (OPC)
 One Person Company means a company with only one
person as a member. He will be the shareholder of the
company and avails all the benefits of a private limited
company.
 The idea of One Person Company (OPC) in India was
introduced to give a boost to entrepreneurs who have
great potential to start their own venture by allowing them
to create a single person company.
 The concept of One Person Company [OPC] is a new
vehicle of business, introduced by The Companies Act,
2013.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
Features of One Person Company
 Only One Shareholder: Only a natural person, who is an
Indian citizen and resident in India, shall be eligible to
act as a member of One Person Company.
 Limited Liability: The liability of shareholder is limited to
his shareholding.
 Easy Transferability: Shares are easily transferable by a
shareholder to any other person. This can be done by
Filing and signing a share transfer form and handing
over the buyer of the shares along with share
certificate.
 Separate Legal Entity: A company has a separate legal
entity and considered as a juristic person.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Cont…
 Easy Funding: One Person Company can raise funds
through venture capital, financial institutions, angel
investors etc and thus graduating itself to a private
limited company.
 Nominee for the Shareholder: The Shareholder shall
nominate another person who shall become the
shareholders in case of death/incapacity of the original
shareholder. Only a natural person, who is an Indian
citizen and resident in India, shall be a nominee for the
sole member of a One Person Company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Difference
Private Company
• Minimum Capital : Rs.
100000Right to transfer the
shares: Restricted
• Minimum 2 members and
maximum 200 members
• Name of the company should
be Pvt. Ltd. as last word
• Quorum of Meetings
minimum two members
personally present
Public Company
• Minimum Capital : Rs.
500000Subsidiary of a Public Co.
is deemed to be a public Co.
• Minimum 7 members and
maximum no limit.
• Name of the company should
be Public Ltd. as last word
• Five in case of Members upto
1000;Fifteen in case of Members
more than 1000, upto 5000;Thirty
in case of Members exceed
5000.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
MEMORANDUM OF ASSOCIATION
[MOA]
Memorandum of Association (MOA)
 It is the charter of the company
 It contains the fundamental conditions upon which
the company can be incorporated
 It contains the objects of the company‟s formation
 The company has to act within objects specified in
the MOA
 It defines as well as confines the powers of the
company
 Any thing done beyond the objects specified in the
MOA will be ultra vires. Their transactions will be null
and void
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Conditions of MOA
 It should be printed
 Divided into paragraph and numbers
consecutively
 Signed by at least seven persons or two in case
of public and private company respectively.
 The signature should be in the presence of a
witness, who will have to attest the signature
 Members have to take shares and write the
number of shares taken with full address
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Clauses in MOA
 The Name Clause: it decides on the name of the
company based on the capital involved
 The Registered Office Clause: where it has registered its
head office and other branch office ( The registered
office can be changed with the permission of the
ROC)
 The Object Clause: Main object, ancillary object and
the other objects of the company are clearly specified
( Ashbury Railway Carriage Co V. Riche). The
applicable doctrine here is the “Doctrine of Ultra Vires”
beyond the powers of the company (opposed to Intra
Vires)
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 The Liability Clause: What is the liability of its members..
limited by shares or guarantee or unlimited, there can be
alteration in the liability clause.
 The Capital Clause: The amount of the nominal capital of
the company, number of shares in which it is to be divided…
alteration of the capital clause etc
 The Association or Subscription clause: Where the
subscribers to the MOA declare that they respectively agree
to take the number of the shares in the capital. It has to
have the following:
 They have to sign in the presence of two witnesses, who
attest the signatures,
 The subscriber to take at least one share.
 After the name the subscriber has to write the number of
shares taken
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
ARTICLE OF ASSOCIATION
[AOA]
Article of Association (AOA)
 It is the companies by- laws or rules to govern the
management of the company for its internal
affairs and the conduct of its business.
 AOA defines the powers of its officers and also
establishes a contract between the company
and the members and between the members
inter se
 It can be originally framed and altered by the
company under previous or existing provisions of
law.
 AOA plays a subsidiary part to the MOA
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Any thing done beyond the AOA will be
considered to be irregular and may be ratified by
the shareholders.
 The content of the AOA may differ from
company to company as the Act has not
specified any specific provisions
 Flexibility is allowed to the persons who form the
company to adopt the AOA within the
requirements of the company law
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Contents of the AOA
 Share capital
 Lien on shares
 Calls on shares
 Transfer and transmission of shares
 Forfeiture of the shares
 Surrender of the shares
 General meetings
 Alteration of the capital
 Directors etc..
 Dividends and reserves
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Account and audit
 Borrowing powers
 Winding up
 Adoption of the preliminary contracts etc….
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Difference between MOA & AOA
MOA
 Memorandum of Association is a
document that contains all the
fundamental information which
are required for the
incorporation of the company.
 Section 2 (28)
 Powers and objects of the
company
 It is subordinate to the
Companies Act
AOA
 Articles of Association is a
document containing all the
rules and regulations that
governs the company.
 Section 2 (2)
 Rules of the company
 It is subordinate to the
memorandum
Cont…
 The memorandum of
association of the company
cannot be amended
retrospectively
 A memorandum must contain
six clauses
 Alteration can be done, after
passing Special Resolution
(SR) in Annual General
Meeting (AGM) and previous
approval of Central
Government (CG) or
Company Law Board (CLB) is
required
 The articles of association can
be amended retrospectively
 The articles can be drafted as
per the choice of the
company
 Alteration can be done in the
Articles by passing Special
Resolution (SR) at Annual
General Meeting (AGM)
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PROSPECTUS
Prospectus
 It is an invitation issued to the public to purchase
or subscribe shares or debentures of the
company.
 Every prospectus must be dated. The date of
publication and the date of issue must be
specifically stated in the prospectus.
 The golden rule of the prospectus is that every
detail has to be given in strict and scrupulous
accuracy. The material facts given in the
prospectus are presumed to be true.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Which Companies are Required to
Issue Prospectus
 Every public listed company who intends to offer
shares or debentures of the company to the
public.
 Every private company who ceases to be a
private company and converts into a public
company and intends to offer shares or
debentures of the company to the public.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Types of Prospectus
 Red-herring Prospectus: Red-herring prospectus
means a prospectus which does not have
complete particulars on the price of securities
and the quantum of securities offered.
 Shelf Prospectus: Shelf prospectus means a
prospectus issued by any financial institution or
bank for one or more issues of the securities or
class of securities specified in that prospectus.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Abridged Prospectus: It is the summary of
prospectus content. According to Section 2(1) of
the Companies Act, 1956, an abridged prospectus
means memorandum containing such salient
features of a prospectus as may be prescribed.
 Deemed Prospectus: Where a company allots or
agrees to allot any securities of the company with a
view to all or any of those securities being offered
for sale to the public, any document by which the
offer for sale to the public is made shall, for all
purposes, be deemed to be a prospectus issued by
the company
Cont…
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Statement in lieu of prospectus [SILOP]
 It is a statement which is delivered by a
company, having share capital to the Registrar
for registration, at least three days before the first
allotment of shares or debentures under the
following conditions:
 Where a company does not issue prospectus; or
 Where a company has issued a prospectus but has not
proceeded to allot any of its shares offered to the public
for subscription.
 SILOP is to be signed by every person who is
named therein as a director or a proposed
director of a company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Contents of SILOP
 The name of the company
 The nominal share capital of the company divided
into number of ordinary shares and par value per
share
 Description of the business to be undertaken and its
prospects
 Names, addresses, description and occupations of the
proposed or appointed directors , chief executive,
managing agent and secretary of the company
 Provisions regarding the appointment and
remuneration of the above officers of the company
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Voting rights in the meetings of the company
 Numbers and the amount of shares and debentures
agreed to be issued
 Names, occupation and addresses of vendors of
property purchased or proposed to be purchased by
the company
 Amount payable in cash, shares or debentures, to
each vendor of the property
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
WINDING-UP OF
COMPANY
Winding-Up
 Winding up is the process of selling all the assests of a
business, paying of creditors, distributing any
remaining assets to the partners or shareholders an
then dissolving the business.
 Simply, it means liquidation and closing down of
company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Modes of winding-up
 Winding-up by court
 Voluntary winding-up
 Member voluntary winding up
 Creditor voluntary winding up
 Winding-up under supervision of court
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Winding-up by court
 Winding up of company by court due to following
reasons:
 Special resolution
 Default in holding statutory meetings
 Failure to commence business
 Reduction in membership
 Inability to pay debts
 Failure to file balance sheet
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Voluntary winding-up
 Members voluntary winding-up
 In this case, directors declares in the meeting of
shareholders that company is fit for winding-up. Through
meeting shareholders passes resolution for voluntary
winding up and appoints liquidator.
 Reasons for member voluntary winding-up:
 Expiry of period.
 By special resolution.
 Declaration of solvency of company.
 Notice of appointment of liquidator to given to registrar.
 Final meeting and dissolution.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Creditors voluntary winding-up:
 The procedure in a creditors voluntary winding-up is
based upon assumption that the company is insolvent.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Winding-up under supervision of court
 At any time after passing resolution for voluntary
winding-up, the court may make an order that
the voluntary winding-up should continue subject
to supervision of the court.
 Application for such supervision order may be
made either by a creditor, shareholder, the
company or liquidator.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 The order passed by court due to following
reason:
 Resolution for winding-up was obtained by fraud.
 The rules relating to winding-up order are not being
observed.
 The liquidator is prejudicial or is negligent in collecting
the assests.
 So the court takes all the power as in case of
compulsory winding-up and appoints
additional liquidators.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
CO-OPERATIVE
ORGANISATION
Co-operative Organisation
Meaning
“A cooperative organisation is an
association of persons, usually of
limited means, who have vol-untarily
joined together to achieve a
common eco­nomic end.”
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Co-operative Organisation
Characteristics
 Voluntary Association: A cooperative so-ciety is
a voluntary association of persons and not of
capital. Any person can join a cooperative
soci-ety of his free will and can leave it at any
time. When he leaves, he can withdraw his
capital from the so-ciety. He cannot transfer his
share to another person.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Spirit of Cooperation: The spirit of coop-eration
works under the motto, „each for all and all for
each.‟ This means that every member of a
co-operative organisation shall work in the
general interest of the organisation as a whole
and not for his self-interest.
 Capital: Capital of a cooperative society is
raised from members through share capital.
Coop-eratives are formed by relatively poorer
sections of society; share capital is usually very
limited.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Fixed Return on Capital: In a cooperative
organisation, we do not have the dividend
hunting element. In a consumers‟ cooperative
store, return on capital is fixed and it is usually
not more than 12 p.c. per annum.
 Corporate Status: A cooperative associa-tion
has to be registered under the separate
legislation Cooperative Societies Act. Every
society must have at least 10 members.
Registration is desirable. It gives a separate
legal status to all cooperative organisations -
just like a company.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Co-operative Organisation Formation
 A co-operative organization must be formed
under the Co-operative Societies Act, 1912 or
under the relevant state co-operative society‟s
law. A co-operative society can be formed by
alteast 10 adult members. The members willing
to form a society must have common bond
among them.
 The basic idea is that all the persons intending to
form a society should have some common
objectives to achieve.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Formation Process
 The application for forming a cooperative
organisation must have the following
information:
 Name and address of the society.
 Aims and objectives of the society.
 Names and addresses of members of the society.
 Share capital and its division.
 Mode of admitting new members.
 A copy of the bye laws of the society.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Formation Process
 The required documents are filed with the
Registrar of Societies.
 The Registrar scrutinizes the documents, if these
are as per requirements then the society‟s name
is entered in the register.
 A certificate of registration is also issued to the
society.
 The society will become a corporate body from
the date mentioned in the certificate.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Co-operative Organisation- Merits
 Easy Formation: Compared to the formation of a
company, formation of a cooperative society is
easy. Any ten adult persons can voluntarily form
themselves into an association and get it
registered with the Registrar of Co-operatives.
 Limited Liability: Like company form of
ownership, the liability of members is limited to
the extent of their capital in the cooperative
societies.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Perpetual Existence: A cooperative society
has a separate legal entity. Hence, the
death, insolvency, retirement, lunacy, etc., of
the members do not affect the perpetual
existence of a cooperative society.
 Social Service: The basic philosophy of
cooperatives is self-help and mutual help.
Thus, cooperatives foster fellow feeling
among their members and inculcate moral
values in them for a better living.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Open Membership: The membership of
cooperative societies is open to all
irrespective of caste, colour, creed and
economic status. There is no limit on
maximum members.
 Tax Advantage: Unlike other three forms of
business ownership, a co-operative society is
exempted from income-tax and surcharge
on its earnings up to a certain limit.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Co-operative Organisation- Demerits
 Lack of Secrecy: A cooperative society has to
submit its annual reports and accounts with the
Registrar of Cooperative Societies. Hence, it
becomes quite difficult for it to maintain secrecy
of its business affairs.
 Lack of Business Acumen: The member of
cooperative societies generally lack business
acumen. When such members become the
members of the Board of Directors, the affairs of
the society are expectedly not conducted
efficiently. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Lack of Interest: The paid office-bearers of
cooperative societies do not take interest in the
functioning of societies due to the absence of
profit motive. Business success requires sustained
efforts over a period of time which, however,
does not exist in many cooperatives.
 Corruption: In a way, lack of profit motive breeds
fraud and corruption in management. This is
reflected in misappropriations of funds by the
officials for their personal gains.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Federal Co-operative Society
 Federal cooperative society means a co-
operative society whose membership is
available only to co-operative societies and in
the case of a federal co- operative society
formed with the main objective to propagate
and promote activities in the field of art, culture,
education, information technology, training,
industry, etc., shall also include experts in the
respective fields in individual capacity not
exceeding one-fifths of the total strength of such
society or twenty, whichever is less
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PUBLIC ENTERPRISE
Public Enterprise: Meaning
“A public corporation is that form of public
enterprise which is created as an autonomous
unit, by a special Act of the Parliament or the
State Legislature.”
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Public Enterprise: Characteristics
 Special Statute: A public corporation is created
by a special Act of the Parliament or the State
Legislature. The Act defines its powers,
objectives, functions and relations with the
ministry and the Parliament (or State Legislature).
 Separate Legal Entity: A public corporation is a
separate legal entity with perpetual succession
and common seal. It has an existence,
independent of the Government. It can own
properly; can make contracts and file suits, in its
own name. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Capital Provided by the Government: The
capital of a public corporation is provided by
the Government or by agencies controlled by
the government. However, many public
corporations have also begun to raise money
from the capital market.
 Financial Autonomy: A public corporation
enjoys financial autonomy. It prepares its own
budget; and has authority to retain and utilize its
earnings for its business.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Management by Board of Directors: Its
management is vested in a Board of Directors,
appointed or nominated by the Government.
But there is no Governmental interference in the
day-to-day working of the corporation.
 Service Motive: The main objective of a public
corporation is service-motive; though it is
expected to the self-supporting and earn
reasonable profits.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Public Enterprise: Merits
 Legislative Control: Affairs of a public corporation
are subject to scrutiny by Committees of
Parliament or State Legislature. The Press also
keeps a watchful eye on the working of a public
corporation. This keeps a check on the unhealthy
practices on the part of the management of the
public corporation.
 Qualified and Contented Staff: Public corporation
offers attractive service conditions to its staff. As
such it is able to attract qualified staff. Because of
qualified and contented staff, industrial relations
problems are not much severe. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Not Affected by Political Changes: Being a distinct
legal entity, a public corporation is not much
affected by political changes. It can maintain
continuity of policy and operations.
 Reasonable Pricing Policy: A public corporation
follows a reasonable pricing policy, based on cost-
benefit analysis. Hence, public are generally
satisfied with the provision of goods and services,
by the public corporation.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Public Enterprise: Demerits
 Misuse of Monopolistic Power: Public corporations
often enjoy monopoly in their field of operation. As
such, on the one hand they are indifferent to
consumer needs and problems; and on the other
hand, often do not hesitate to exploit consumers.
 Rigid Constitution: The constitution of a public
corporation is very rigid. It cannot be changed,
without amending the Statute of its formation.
Hence, a public corporation could not be flexible
in its operations.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Low Managerial Efficiency: Quite often civil
servants, who do not possess management
knowledge and skills, are appointed by the
government on the Board of Directors, of a public
corporation.
 Clash of Divergent Interests: In the Board of
Directors of public corporation, conflicts may arise
among representatives of different groups. Such
clashes tell upon the efficient functioning of the
corporation and may hamper its growth.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
ROLE OF PUBLIC
ENTERPRISES IN
INFRASTRUCTURE AND
SOCIAL DEVELOPMENT
Role of Public Enterprises
 Maximizing the rate of economic growth: The
public enterprises have firmly established the
foundation for the construction of a self-
generating, industrial economy. During the
planned era, the public sector has-diversified its
activities to cover a wide spectrum of industries.
 Development of capital-intensive sector: Industrial
development of a country necessitates the
foundation of an infrastructure! base. This
foundation is provided by the development of
capital-intensive industries and the basic
infrastructure. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Development of agriculture: The public sector has
an important role in the field of agriculture as well.
The public sector assists in the manufacture of
fertilizers, pesticides, insecticides and mechanical
implements used in agriculture.
 Balanced regional development: In the pre-
independence period a major problem was
regional economic disparities. Through the
extension of public sector enterprises the
Government desired to remove such regional
imba-lances.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Development of ancillary industries: Establishment
of a few big public enterprises is not enough to
unleash forces of industrial develop-ment in an
area. There are states like Bihar where in spite of
lavish public sector investment, industrial
development has not been satisfactory.
 Increasing employment opportunities: The growth
of the public sector has led to the expression of
gainful employment opportunities. In addition to
the primary effect of the public sector in creating
employment opportunities, public sector
investments also have a multiplier effect on other
sectors of the economy. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Export promotion: The public sector enterprises are
substantially contributing to the country‟s export
earnings. The public sector has-built up a
reputation abroad in selling plants, heavy
equipment‟s, machine-tools and other industrial
products.
 Research and development: Today no country can
industrially prosper without research and
development. Such research is highly essential for
the introduction of new goods and new
technologies of production, lowering the cost of
production and improving the quality of the
product.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
NON-PROFIT
ORGANISATION [NGOs]
NGO: Meaning
 Non-governmental oraganisations are groups and
institutions that have primarily humanitarian or
cooperative rather than commercial objectives.
 NGOs include charitable and religious associations
to mobilize private funds for development,
distribute food and family planning services and
promote community organizations.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
NGO: Characteristics
 Voluntary associations: NGOs are voluntary
associations which are created by people having
a common interest.
 Autonomous: NGOs are autonomous bodies free
from the interference of government. They are
regulated by their own policies and procedures.
 Service Motive: NGOs are not profit making
business organisations. Rather they show a lot of
concern in social welfare aspects such as
education of children, protection of animals,
wildlife, environment, improving the status of
women etc. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Own funds: NGOs create and maintain their own
funds. They often collect contribution from the
public. Some NGOs are also financed by private
business organisations. Some NGOs are also
financed by international authorities.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
NGO: Merits
 Easy Formation: Compared to the formation of a
company, formation of a NGO is easy.
 Govt. Subsidies: NGOs are formed for serving the
society hence government providing more
subsidies to these organisations.
 Easy Fund Raising: compare to other forms of
business organisation, raising fund in NGOs is easy
and free from any interest.
 Liberal Govt. Rules: As NGOs are working for
society and welfare they are liberalized with govt.
regulations.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
NGO: Demerits
 Lack of financial resources: Most of the NGOs
suffer from serious shortage of funds. They have to
depend on Public contributions or sponsorship by
corporates which makes it difficult to mobilise
financial resources.
 Lack of trained staff: The volunteers of NGOs are
not specifically trained in handling problems
concerning people. Lack of accountability on the
part of the staff hinders the growth of NGOs.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Mismanagement of funds: NGOs have lost
confidence of the general public, quite often, it is
noticed that the NGOs misappropriate the funds.
 Limited territory: Most NGOs do not take up
nationwide programmes. They operate only in a
limited territory.
 Unhealthy Competition: The increasing number of
NGOs has created an unhealthy competition
among themselves which has defeated the real
objectives.
PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
Role of NGOs in development of
society
 Education of Children: Some NGOs have played
an important role in the education of children, eg.
: Infosys foundation is providing free text books and
computers to rural schools. Voice a NGO at
Mumbai teaches under- privileged children at
Mumbai.
 Protection of animals: NGOs are taking sufficient
care in preventing cruelty and protecting animals.
Eg.: Prani Daya Sangha.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Betterment of disabled: Spastic Society of India,
Alert working for the leprosy patients.
 Development and operation of infrastructure:
NGOs can acquire and develop land, construct
housing. They provide basic amenities like wells,
public toilets, and waste collection services. E.g:
Infosys has constructed Public toilets called
“Nirmal” at many places in Bangalore city.
 Technical assistance and training: NGOs provide
technical assistance and training in various fields.
E.g.: “Awake” is a NGO providing development
programmes for women entrepreneurs.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
 Emancipation of women: Some NGOs have
engaged in activities pertaining to upliftment of
women. E.g.: Chaitanya, Yuvatiyara Sangha is
helping the women in distress.
 Protection of environment: Some NGOs are playing
a key role in protecting the environment. They
have taken up activities like afforestation,
prevention of water and air pollution etc. E.g.:
Nasa Foundation, Ahmadabad, India.
Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
THANK YOUSend your suggestion/ feedback to
prakashrajkumavat@gmail.com

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TYPES OF COMPANIES UNDER INDIAN COMPANIES ACT 2013

  • 1. KALOL INSTITUTE OF MANAGEMENT [KIM] +91-75748 67120 & +91-99784 40833 prakashrajkumavat@gmail.com KIRC Campus, Opp. Sindbad Hotel, Kalol-382721 Integrated MBA SEM-I
  • 2. BUSINESS STRUCTURE & PROCESS MODULE-III PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 3. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol COMPANY ORGANISATION [INDIAN COMPANIES ACT, 2013]
  • 4. Companies Act, 2013  The Companies Act 2013 is an Act of the Parliament of India which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company.  The 2013 Act is divided into 29 chapters containing 470 sections and 7 schedules.  The Act has replaced The Companies Act, 1956 (in a partial manner) PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 5.  The Act came into force on 12 September 2013 with few changes like earlier private companies maximum number of member was 50 and now it will be 200. A new term of "one person company" is included in this act that will be a private company of the Act notified.  Another 184 sections came into force from 1 April 2014 PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 6. Company: Definition  Company is an artificial person created by law having separated entity with a perpetual succession and common seal”. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 7. Company: Features  Artificial person: the company becomes artificial person after registration, it means that company hold property, enter into contracts, borrow or lend money on its own name.  Separate legal entity: the company has a separate legal entity, it means it is independent from its members.  Perpetual existence: it means the company is not affected by death, lunacy or insolvency of its member. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 8.  Limited liability: Since the company has separate legal entity, its shareholders only liable for their liabilities not the liable for debts of the company.  Separate property: a company, being a legal person, is capable of owing, using & disposing of property in its own name.  Common seal: the company have its own common seal. The symbol of seal is the signature of director of company, because company is an artificial person. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 9. Company: Formation Procedure  Step-1: Select Name of Person:  First of all company must select the name of person i.e. the director of the company. At least three names for Public Company and Two names for Private company.  Step-2: Apply for Digital Signature Certificate:  Digital Certificates serve as proof of identity of an individual for a certain purpose. Likewise, a digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain documents digitally.  Step-3 Apply for Director Identification Number:  It is a unique identification number allotted to the existing director of the company or intending to be appointment as director of a company according to Section-152(3), Section-153 & Section-154 of the Companies Act, 2013. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 10.  Step-4: Application for Name of Company:  According to Section-4(4) of The Companies Act, 2013 person can make an application to propose the name of the company to be registered with such forms and manner accompanied by fees of Rs. 1,000/- to be paid, as may be prescribed, to the Registrar for the reservation of a name set out in the application.  Step-5: Drafting of Memorandum of Association:  The MoA is the Constitution of the Company which must contain all the fundamental information of the Company. MoA define the relationship of the Company with its shareholder. Therefore, it is important to draft the MoA very carefully with properly incorporating Clauses carefully. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 11.  Step-6 Drafting of Articles of Association:  AoA which is an important document explains the operation of the company, purpose for which Company is incorporated along with the information for the process of Appointment of Directors and also management of the financial Record of the company.  Step-7 Application for Incorporation of Company:  According to Section-7 of The Companies Act, 2013 shall be filed with the registrar within whose jurisdiction the registered office of a company is proposed to be situated.  Step-8 Commencement of Business:  After receiving the certificate of incorporation and commencement of business company can start doing business. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 12. Company: Merits/ Advantages  Accumulation of Large Resources:  A company can collect large sum of money from large number of shareholders. There is no limit on the number of shareholders in a public company. If need for more funds arises, the number of shareholders can be increased.  Limited Liability:  The liability of members in a company form of organisation is limited to the nominal value of the shares they have acquired. If a person has purchased a share of Rs. 100, his liability is limited to Rs. 100 only.  Continuity of Existence:  When a company is incorporated, it becomes a separate legal entity. It is an entity with perpetual succession. The members of a company may go on changing from time to time but that does not affect the continuity of a company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 13.  Efficient Management:  In company form of organisation, ownership is separate from management. It enables the company to appoint expert and qualified persons for managing various business functions. Hence efficient management is possible in company.  Economies of Large Scale Production:  With the availability of large resources, the company can organise production on a big scale. These economies will enable the company to produce goods at a lower cost, thus resulting in more profits.  Ability to Cope with Changing Business Environments:  The present business enterprises operate under uncertain economic and technological environments. The needs of consumers are varied and changing, to cope with the changing economic environment every business is required to invest money on research and developmental programmes. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 14. Company: Demerits/ Disadvantages  Difficulty of Formation:  Promotion of a company is not an easy task. A number of stages are involved in company promotion.  Separation of Ownership and Management:  The ownership and management of public company is in different hands. The owners i.e., shareholders play an insignificant role in the working of the company. On the other hand, control is in the hands of those who have no stakes in the company.  Fraudulent Management:  The promoters and directors may indulge in fraudulent practices. The management is in the hands of those persons who have not invested much in the company. The Company Law has devised methods to check fraudulent practices but they have not proved enough to check them completely. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 15.  Lack of Secrecy:  The management of companies remains in the hands of many persons. Everything is discussed in the meetings of Board of Directors. The trade secrets cannot be maintained.  Delay in Decision-making:  In company form of organization no single individual can make a policy decision. All important decisions are taken either by the Board of Directors or are referred to general house. Decision-taking process is time consuming. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 16. Types of Company  On the basis of incorporation:  Chartered Company: Theses company are formed by special chartered in force. For example, East India Company (1600)  Statutory companies: These are the companies which are created by a special Act of the legislature e.g. RBI, SBI, LIC, etc. These are mostly concerned with public utilities as railways, gas and electricity companies and enterprises of national level importance.  Registered companies: These are the companies which are formed and registered under the Companies Act,2013 or previous prevailing act in force. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 17.  On the basis of liability :  Companies Limited by Shares: When the liability of the members of a company is limited to the amount if any unpaid on the shares, such a company is known as a company limited by shares.  Companies limited by guarantee: It is a registered company in which the liability of members is limited to such amounts as they may respectively undertake by the memorandum to contribute to the assets of the company in the event of its being wound up.  Unlimited companies: A company not having a limit on the liability of its members is termed as unlimited company. In case of such a company every member is liable for the debts of the company as in an ordinary partnership in proportion to his interest in the company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 18.  On the basis of number of members  Public Company: A public company means a company which is not a private company. There must be at least seven persons to form a public company. It has minimum paid-up capital of Rs 5 lakh or such higher paid-up capital, as may be prescribed  Private Company: A company which has a minimum of two persons. They have to subscribe to the MOA and AOA. It should be have a minimum paid up capital of 1 lakh or more as prescribed by the article. The maximum number of members to be 200.  One Person Company (OPC): One Person Company means a company with only one person as a member. He will be the shareholder of the company and avails all the benefits of a private limited company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 19.  On the basis of Control  Holding Company: A company is known as the holding company of another company if it has the control over that other company. A company is deemed to be the holding company of another if, but only if, that other is its subsidiary.  Subsidiary company: A company is known as a subsidiary of another company when control is exercised by the holding company over the former called a subsidiary company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 20.  On the basis of Ownership  Government company: A government company means any company in which not less than 51% of the paid-up share capital is held by (1) The central government, or (2) any state government, or governments, or (3) Partly by central government and partly by one or more state government.  Foreign company: It means any company incorporated outside India which has an established place of business in India. Where a minimum of 50% of the paid up share capital of a foreign company is held by one or more citizens of India or/and by one or more bodies corporate incorporated in India, whether singly or jointly, such company shall comply with such provisions as may be prescribed as if it were an Indian company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 21. One Person Company (OPC)  One Person Company means a company with only one person as a member. He will be the shareholder of the company and avails all the benefits of a private limited company.  The idea of One Person Company (OPC) in India was introduced to give a boost to entrepreneurs who have great potential to start their own venture by allowing them to create a single person company.  The concept of One Person Company [OPC] is a new vehicle of business, introduced by The Companies Act, 2013. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 22. Features of One Person Company  Only One Shareholder: Only a natural person, who is an Indian citizen and resident in India, shall be eligible to act as a member of One Person Company.  Limited Liability: The liability of shareholder is limited to his shareholding.  Easy Transferability: Shares are easily transferable by a shareholder to any other person. This can be done by Filing and signing a share transfer form and handing over the buyer of the shares along with share certificate.  Separate Legal Entity: A company has a separate legal entity and considered as a juristic person. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol Cont…
  • 23.  Easy Funding: One Person Company can raise funds through venture capital, financial institutions, angel investors etc and thus graduating itself to a private limited company.  Nominee for the Shareholder: The Shareholder shall nominate another person who shall become the shareholders in case of death/incapacity of the original shareholder. Only a natural person, who is an Indian citizen and resident in India, shall be a nominee for the sole member of a One Person Company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 24. Difference Private Company • Minimum Capital : Rs. 100000Right to transfer the shares: Restricted • Minimum 2 members and maximum 200 members • Name of the company should be Pvt. Ltd. as last word • Quorum of Meetings minimum two members personally present Public Company • Minimum Capital : Rs. 500000Subsidiary of a Public Co. is deemed to be a public Co. • Minimum 7 members and maximum no limit. • Name of the company should be Public Ltd. as last word • Five in case of Members upto 1000;Fifteen in case of Members more than 1000, upto 5000;Thirty in case of Members exceed 5000. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 25. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol MEMORANDUM OF ASSOCIATION [MOA]
  • 26. Memorandum of Association (MOA)  It is the charter of the company  It contains the fundamental conditions upon which the company can be incorporated  It contains the objects of the company‟s formation  The company has to act within objects specified in the MOA  It defines as well as confines the powers of the company  Any thing done beyond the objects specified in the MOA will be ultra vires. Their transactions will be null and void PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 27. Conditions of MOA  It should be printed  Divided into paragraph and numbers consecutively  Signed by at least seven persons or two in case of public and private company respectively.  The signature should be in the presence of a witness, who will have to attest the signature  Members have to take shares and write the number of shares taken with full address PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 28. Clauses in MOA  The Name Clause: it decides on the name of the company based on the capital involved  The Registered Office Clause: where it has registered its head office and other branch office ( The registered office can be changed with the permission of the ROC)  The Object Clause: Main object, ancillary object and the other objects of the company are clearly specified ( Ashbury Railway Carriage Co V. Riche). The applicable doctrine here is the “Doctrine of Ultra Vires” beyond the powers of the company (opposed to Intra Vires) Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 29.  The Liability Clause: What is the liability of its members.. limited by shares or guarantee or unlimited, there can be alteration in the liability clause.  The Capital Clause: The amount of the nominal capital of the company, number of shares in which it is to be divided… alteration of the capital clause etc  The Association or Subscription clause: Where the subscribers to the MOA declare that they respectively agree to take the number of the shares in the capital. It has to have the following:  They have to sign in the presence of two witnesses, who attest the signatures,  The subscriber to take at least one share.  After the name the subscriber has to write the number of shares taken Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 30. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol ARTICLE OF ASSOCIATION [AOA]
  • 31. Article of Association (AOA)  It is the companies by- laws or rules to govern the management of the company for its internal affairs and the conduct of its business.  AOA defines the powers of its officers and also establishes a contract between the company and the members and between the members inter se  It can be originally framed and altered by the company under previous or existing provisions of law.  AOA plays a subsidiary part to the MOA Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 32.  Any thing done beyond the AOA will be considered to be irregular and may be ratified by the shareholders.  The content of the AOA may differ from company to company as the Act has not specified any specific provisions  Flexibility is allowed to the persons who form the company to adopt the AOA within the requirements of the company law PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 33. Contents of the AOA  Share capital  Lien on shares  Calls on shares  Transfer and transmission of shares  Forfeiture of the shares  Surrender of the shares  General meetings  Alteration of the capital  Directors etc..  Dividends and reserves Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 34.  Account and audit  Borrowing powers  Winding up  Adoption of the preliminary contracts etc…. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 35. Difference between MOA & AOA MOA  Memorandum of Association is a document that contains all the fundamental information which are required for the incorporation of the company.  Section 2 (28)  Powers and objects of the company  It is subordinate to the Companies Act AOA  Articles of Association is a document containing all the rules and regulations that governs the company.  Section 2 (2)  Rules of the company  It is subordinate to the memorandum Cont…
  • 36.  The memorandum of association of the company cannot be amended retrospectively  A memorandum must contain six clauses  Alteration can be done, after passing Special Resolution (SR) in Annual General Meeting (AGM) and previous approval of Central Government (CG) or Company Law Board (CLB) is required  The articles of association can be amended retrospectively  The articles can be drafted as per the choice of the company  Alteration can be done in the Articles by passing Special Resolution (SR) at Annual General Meeting (AGM)
  • 37. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol PROSPECTUS
  • 38. Prospectus  It is an invitation issued to the public to purchase or subscribe shares or debentures of the company.  Every prospectus must be dated. The date of publication and the date of issue must be specifically stated in the prospectus.  The golden rule of the prospectus is that every detail has to be given in strict and scrupulous accuracy. The material facts given in the prospectus are presumed to be true. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 39. Which Companies are Required to Issue Prospectus  Every public listed company who intends to offer shares or debentures of the company to the public.  Every private company who ceases to be a private company and converts into a public company and intends to offer shares or debentures of the company to the public. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 40. Types of Prospectus  Red-herring Prospectus: Red-herring prospectus means a prospectus which does not have complete particulars on the price of securities and the quantum of securities offered.  Shelf Prospectus: Shelf prospectus means a prospectus issued by any financial institution or bank for one or more issues of the securities or class of securities specified in that prospectus. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 41.  Abridged Prospectus: It is the summary of prospectus content. According to Section 2(1) of the Companies Act, 1956, an abridged prospectus means memorandum containing such salient features of a prospectus as may be prescribed.  Deemed Prospectus: Where a company allots or agrees to allot any securities of the company with a view to all or any of those securities being offered for sale to the public, any document by which the offer for sale to the public is made shall, for all purposes, be deemed to be a prospectus issued by the company Cont… PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 42. Statement in lieu of prospectus [SILOP]  It is a statement which is delivered by a company, having share capital to the Registrar for registration, at least three days before the first allotment of shares or debentures under the following conditions:  Where a company does not issue prospectus; or  Where a company has issued a prospectus but has not proceeded to allot any of its shares offered to the public for subscription.  SILOP is to be signed by every person who is named therein as a director or a proposed director of a company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 43. Contents of SILOP  The name of the company  The nominal share capital of the company divided into number of ordinary shares and par value per share  Description of the business to be undertaken and its prospects  Names, addresses, description and occupations of the proposed or appointed directors , chief executive, managing agent and secretary of the company  Provisions regarding the appointment and remuneration of the above officers of the company Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 44.  Voting rights in the meetings of the company  Numbers and the amount of shares and debentures agreed to be issued  Names, occupation and addresses of vendors of property purchased or proposed to be purchased by the company  Amount payable in cash, shares or debentures, to each vendor of the property PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 45. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol WINDING-UP OF COMPANY
  • 46. Winding-Up  Winding up is the process of selling all the assests of a business, paying of creditors, distributing any remaining assets to the partners or shareholders an then dissolving the business.  Simply, it means liquidation and closing down of company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 47. Modes of winding-up  Winding-up by court  Voluntary winding-up  Member voluntary winding up  Creditor voluntary winding up  Winding-up under supervision of court PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 48. Winding-up by court  Winding up of company by court due to following reasons:  Special resolution  Default in holding statutory meetings  Failure to commence business  Reduction in membership  Inability to pay debts  Failure to file balance sheet PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 49. Voluntary winding-up  Members voluntary winding-up  In this case, directors declares in the meeting of shareholders that company is fit for winding-up. Through meeting shareholders passes resolution for voluntary winding up and appoints liquidator.  Reasons for member voluntary winding-up:  Expiry of period.  By special resolution.  Declaration of solvency of company.  Notice of appointment of liquidator to given to registrar.  Final meeting and dissolution. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 50.  Creditors voluntary winding-up:  The procedure in a creditors voluntary winding-up is based upon assumption that the company is insolvent. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 51. Winding-up under supervision of court  At any time after passing resolution for voluntary winding-up, the court may make an order that the voluntary winding-up should continue subject to supervision of the court.  Application for such supervision order may be made either by a creditor, shareholder, the company or liquidator. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 52.  The order passed by court due to following reason:  Resolution for winding-up was obtained by fraud.  The rules relating to winding-up order are not being observed.  The liquidator is prejudicial or is negligent in collecting the assests.  So the court takes all the power as in case of compulsory winding-up and appoints additional liquidators. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 53. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol CO-OPERATIVE ORGANISATION
  • 54. Co-operative Organisation Meaning “A cooperative organisation is an association of persons, usually of limited means, who have vol-untarily joined together to achieve a common eco­nomic end.” PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 55. Co-operative Organisation Characteristics  Voluntary Association: A cooperative so-ciety is a voluntary association of persons and not of capital. Any person can join a cooperative soci-ety of his free will and can leave it at any time. When he leaves, he can withdraw his capital from the so-ciety. He cannot transfer his share to another person. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 56.  Spirit of Cooperation: The spirit of coop-eration works under the motto, „each for all and all for each.‟ This means that every member of a co-operative organisation shall work in the general interest of the organisation as a whole and not for his self-interest.  Capital: Capital of a cooperative society is raised from members through share capital. Coop-eratives are formed by relatively poorer sections of society; share capital is usually very limited. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 57.  Fixed Return on Capital: In a cooperative organisation, we do not have the dividend hunting element. In a consumers‟ cooperative store, return on capital is fixed and it is usually not more than 12 p.c. per annum.  Corporate Status: A cooperative associa-tion has to be registered under the separate legislation Cooperative Societies Act. Every society must have at least 10 members. Registration is desirable. It gives a separate legal status to all cooperative organisations - just like a company. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 58. Co-operative Organisation Formation  A co-operative organization must be formed under the Co-operative Societies Act, 1912 or under the relevant state co-operative society‟s law. A co-operative society can be formed by alteast 10 adult members. The members willing to form a society must have common bond among them.  The basic idea is that all the persons intending to form a society should have some common objectives to achieve. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 59. Formation Process  The application for forming a cooperative organisation must have the following information:  Name and address of the society.  Aims and objectives of the society.  Names and addresses of members of the society.  Share capital and its division.  Mode of admitting new members.  A copy of the bye laws of the society. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 60. Formation Process  The required documents are filed with the Registrar of Societies.  The Registrar scrutinizes the documents, if these are as per requirements then the society‟s name is entered in the register.  A certificate of registration is also issued to the society.  The society will become a corporate body from the date mentioned in the certificate. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 61. Co-operative Organisation- Merits  Easy Formation: Compared to the formation of a company, formation of a cooperative society is easy. Any ten adult persons can voluntarily form themselves into an association and get it registered with the Registrar of Co-operatives.  Limited Liability: Like company form of ownership, the liability of members is limited to the extent of their capital in the cooperative societies. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 62.  Perpetual Existence: A cooperative society has a separate legal entity. Hence, the death, insolvency, retirement, lunacy, etc., of the members do not affect the perpetual existence of a cooperative society.  Social Service: The basic philosophy of cooperatives is self-help and mutual help. Thus, cooperatives foster fellow feeling among their members and inculcate moral values in them for a better living. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 63.  Open Membership: The membership of cooperative societies is open to all irrespective of caste, colour, creed and economic status. There is no limit on maximum members.  Tax Advantage: Unlike other three forms of business ownership, a co-operative society is exempted from income-tax and surcharge on its earnings up to a certain limit. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 64. Co-operative Organisation- Demerits  Lack of Secrecy: A cooperative society has to submit its annual reports and accounts with the Registrar of Cooperative Societies. Hence, it becomes quite difficult for it to maintain secrecy of its business affairs.  Lack of Business Acumen: The member of cooperative societies generally lack business acumen. When such members become the members of the Board of Directors, the affairs of the society are expectedly not conducted efficiently. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 65.  Lack of Interest: The paid office-bearers of cooperative societies do not take interest in the functioning of societies due to the absence of profit motive. Business success requires sustained efforts over a period of time which, however, does not exist in many cooperatives.  Corruption: In a way, lack of profit motive breeds fraud and corruption in management. This is reflected in misappropriations of funds by the officials for their personal gains. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 66. Federal Co-operative Society  Federal cooperative society means a co- operative society whose membership is available only to co-operative societies and in the case of a federal co- operative society formed with the main objective to propagate and promote activities in the field of art, culture, education, information technology, training, industry, etc., shall also include experts in the respective fields in individual capacity not exceeding one-fifths of the total strength of such society or twenty, whichever is less PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 67. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol PUBLIC ENTERPRISE
  • 68. Public Enterprise: Meaning “A public corporation is that form of public enterprise which is created as an autonomous unit, by a special Act of the Parliament or the State Legislature.” PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 69. Public Enterprise: Characteristics  Special Statute: A public corporation is created by a special Act of the Parliament or the State Legislature. The Act defines its powers, objectives, functions and relations with the ministry and the Parliament (or State Legislature).  Separate Legal Entity: A public corporation is a separate legal entity with perpetual succession and common seal. It has an existence, independent of the Government. It can own properly; can make contracts and file suits, in its own name. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 70.  Capital Provided by the Government: The capital of a public corporation is provided by the Government or by agencies controlled by the government. However, many public corporations have also begun to raise money from the capital market.  Financial Autonomy: A public corporation enjoys financial autonomy. It prepares its own budget; and has authority to retain and utilize its earnings for its business. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 71.  Management by Board of Directors: Its management is vested in a Board of Directors, appointed or nominated by the Government. But there is no Governmental interference in the day-to-day working of the corporation.  Service Motive: The main objective of a public corporation is service-motive; though it is expected to the self-supporting and earn reasonable profits. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 72. Public Enterprise: Merits  Legislative Control: Affairs of a public corporation are subject to scrutiny by Committees of Parliament or State Legislature. The Press also keeps a watchful eye on the working of a public corporation. This keeps a check on the unhealthy practices on the part of the management of the public corporation.  Qualified and Contented Staff: Public corporation offers attractive service conditions to its staff. As such it is able to attract qualified staff. Because of qualified and contented staff, industrial relations problems are not much severe. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 73.  Not Affected by Political Changes: Being a distinct legal entity, a public corporation is not much affected by political changes. It can maintain continuity of policy and operations.  Reasonable Pricing Policy: A public corporation follows a reasonable pricing policy, based on cost- benefit analysis. Hence, public are generally satisfied with the provision of goods and services, by the public corporation. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 74. Public Enterprise: Demerits  Misuse of Monopolistic Power: Public corporations often enjoy monopoly in their field of operation. As such, on the one hand they are indifferent to consumer needs and problems; and on the other hand, often do not hesitate to exploit consumers.  Rigid Constitution: The constitution of a public corporation is very rigid. It cannot be changed, without amending the Statute of its formation. Hence, a public corporation could not be flexible in its operations. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 75.  Low Managerial Efficiency: Quite often civil servants, who do not possess management knowledge and skills, are appointed by the government on the Board of Directors, of a public corporation.  Clash of Divergent Interests: In the Board of Directors of public corporation, conflicts may arise among representatives of different groups. Such clashes tell upon the efficient functioning of the corporation and may hamper its growth. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 76. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol ROLE OF PUBLIC ENTERPRISES IN INFRASTRUCTURE AND SOCIAL DEVELOPMENT
  • 77. Role of Public Enterprises  Maximizing the rate of economic growth: The public enterprises have firmly established the foundation for the construction of a self- generating, industrial economy. During the planned era, the public sector has-diversified its activities to cover a wide spectrum of industries.  Development of capital-intensive sector: Industrial development of a country necessitates the foundation of an infrastructure! base. This foundation is provided by the development of capital-intensive industries and the basic infrastructure. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 78.  Development of agriculture: The public sector has an important role in the field of agriculture as well. The public sector assists in the manufacture of fertilizers, pesticides, insecticides and mechanical implements used in agriculture.  Balanced regional development: In the pre- independence period a major problem was regional economic disparities. Through the extension of public sector enterprises the Government desired to remove such regional imba-lances. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 79.  Development of ancillary industries: Establishment of a few big public enterprises is not enough to unleash forces of industrial develop-ment in an area. There are states like Bihar where in spite of lavish public sector investment, industrial development has not been satisfactory.  Increasing employment opportunities: The growth of the public sector has led to the expression of gainful employment opportunities. In addition to the primary effect of the public sector in creating employment opportunities, public sector investments also have a multiplier effect on other sectors of the economy. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 80.  Export promotion: The public sector enterprises are substantially contributing to the country‟s export earnings. The public sector has-built up a reputation abroad in selling plants, heavy equipment‟s, machine-tools and other industrial products.  Research and development: Today no country can industrially prosper without research and development. Such research is highly essential for the introduction of new goods and new technologies of production, lowering the cost of production and improving the quality of the product. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 81. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol NON-PROFIT ORGANISATION [NGOs]
  • 82. NGO: Meaning  Non-governmental oraganisations are groups and institutions that have primarily humanitarian or cooperative rather than commercial objectives.  NGOs include charitable and religious associations to mobilize private funds for development, distribute food and family planning services and promote community organizations. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 83. NGO: Characteristics  Voluntary associations: NGOs are voluntary associations which are created by people having a common interest.  Autonomous: NGOs are autonomous bodies free from the interference of government. They are regulated by their own policies and procedures.  Service Motive: NGOs are not profit making business organisations. Rather they show a lot of concern in social welfare aspects such as education of children, protection of animals, wildlife, environment, improving the status of women etc. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 84.  Own funds: NGOs create and maintain their own funds. They often collect contribution from the public. Some NGOs are also financed by private business organisations. Some NGOs are also financed by international authorities. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 85. NGO: Merits  Easy Formation: Compared to the formation of a company, formation of a NGO is easy.  Govt. Subsidies: NGOs are formed for serving the society hence government providing more subsidies to these organisations.  Easy Fund Raising: compare to other forms of business organisation, raising fund in NGOs is easy and free from any interest.  Liberal Govt. Rules: As NGOs are working for society and welfare they are liberalized with govt. regulations. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 86. NGO: Demerits  Lack of financial resources: Most of the NGOs suffer from serious shortage of funds. They have to depend on Public contributions or sponsorship by corporates which makes it difficult to mobilise financial resources.  Lack of trained staff: The volunteers of NGOs are not specifically trained in handling problems concerning people. Lack of accountability on the part of the staff hinders the growth of NGOs. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 87.  Mismanagement of funds: NGOs have lost confidence of the general public, quite often, it is noticed that the NGOs misappropriate the funds.  Limited territory: Most NGOs do not take up nationwide programmes. They operate only in a limited territory.  Unhealthy Competition: The increasing number of NGOs has created an unhealthy competition among themselves which has defeated the real objectives. PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 88. Role of NGOs in development of society  Education of Children: Some NGOs have played an important role in the education of children, eg. : Infosys foundation is providing free text books and computers to rural schools. Voice a NGO at Mumbai teaches under- privileged children at Mumbai.  Protection of animals: NGOs are taking sufficient care in preventing cruelty and protecting animals. Eg.: Prani Daya Sangha. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 89.  Betterment of disabled: Spastic Society of India, Alert working for the leprosy patients.  Development and operation of infrastructure: NGOs can acquire and develop land, construct housing. They provide basic amenities like wells, public toilets, and waste collection services. E.g: Infosys has constructed Public toilets called “Nirmal” at many places in Bangalore city.  Technical assistance and training: NGOs provide technical assistance and training in various fields. E.g.: “Awake” is a NGO providing development programmes for women entrepreneurs. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
  • 90.  Emancipation of women: Some NGOs have engaged in activities pertaining to upliftment of women. E.g.: Chaitanya, Yuvatiyara Sangha is helping the women in distress.  Protection of environment: Some NGOs are playing a key role in protecting the environment. They have taken up activities like afforestation, prevention of water and air pollution etc. E.g.: Nasa Foundation, Ahmadabad, India. Cont…PRAKASHRAJ P KUMAVAT, Assist. Prof. KIM, Kalol
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