The articles of association contain the internal rules and regulations that govern a company's management and operations. They cover topics like shareholder rights, capital structure, director duties and powers, meetings, financial reporting, and winding up procedures. The articles are an internal agreement that binds the company and its members but does not apply to outsiders. They can be altered by special resolution but must not contradict the company's memorandum or applicable laws. Anyone dealing with the company is assumed to have constructive notice of the articles' contents.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
1. Origin Of Companies Act in India
2. What is a Company?
3. Definition & Characteristics
4. Different Type Of Entities:
a. On Basis Of Liability
b. On Basis Of Registration
5. Small Company
6. Private Company
7. Public Company
8. Unlimited Company
9. Foreign Company
10. Government Company
11. Holding, Subsidiary, Associate Company
12. Investment Companies
13. Promoters
14. Incorporation Of Registration
15. MOA, AOA
16. Tata Sons Vs Cyrus Mistry
17. Vodafone Tax Case
Appointment & Remuneration of Managerial PersonnelJitender Ahlawat
This Presentation explains the detailed provisions of Companies Act, 2013 relating to the appointment and remuneration of Managing Director, Whole Time Director or Manager (Managerial Personnel) (Managerial Remuneration).
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
1. Origin Of Companies Act in India
2. What is a Company?
3. Definition & Characteristics
4. Different Type Of Entities:
a. On Basis Of Liability
b. On Basis Of Registration
5. Small Company
6. Private Company
7. Public Company
8. Unlimited Company
9. Foreign Company
10. Government Company
11. Holding, Subsidiary, Associate Company
12. Investment Companies
13. Promoters
14. Incorporation Of Registration
15. MOA, AOA
16. Tata Sons Vs Cyrus Mistry
17. Vodafone Tax Case
Appointment & Remuneration of Managerial PersonnelJitender Ahlawat
This Presentation explains the detailed provisions of Companies Act, 2013 relating to the appointment and remuneration of Managing Director, Whole Time Director or Manager (Managerial Personnel) (Managerial Remuneration).
Articles of Association and its Alterations Simplified.Ankit Shah
Articles of Association and its Alterations Simplified is a presentation which help in better understanding of complex company law. This presentation was made & presented by me during my MBA in Corporate Law.
It is a presentation on basic introduction to the subject of CLSP - Documents of a Company.
This is published only for education and information purpose.
Articles of association - Legal Environment of Business - Business Law - Comm...manumelwin
Articles are the regulations or bye-laws of a company for carrying into effect the objects of the company as defined by the company in its memorandum of association and for the management of its internal affairs.
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Inter - I Year - Commerce - Formation of a company - Important documents - Memorandum of Association - Its Clauses - Articles of Association - Contents - Prospectus
2. WHAT ARE THE ARTICLES OF ASSOCIATION ?
CONTAINS THE RULES RELATING TO THE MANAGEMENT OF THE COMPANY’S
INTERNAL AFFAIRS
ACC . TO SECTION 26, REGISTRATION OF ARTICLES IS
• OPTIONAL FOR
• COMPULSORY FOR
- PUBLIC COMPANIES LIMITED BY SHARES
- ALL OTHER COMPANIES
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3. CONTENTS OF ARTICLES
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DIFFERENT CLASSES OF SHARES AND THEIR RIGHTS
PROCEDURE OF MAKING AN ISSUE OF SHARE CAPITAL & ALLOTMENT
PROCEDURE OF ISSUING SHARE CERTIFICATES & WARRANTS
FORFEITURE OF SHARES & PROCEDURE FOR RE-ISSUE
PROCEDURE FOR TRANSFER & TRANSMISSION OF SHARES
TIME LAG IN BETWEEN CALLS ON SHARES
CONVERSION OF SHARES INTO STOCK
LIEN ON SHARES
PAYMENT OF COMMISSION ON SHARES & DEBENTURES TO UNDERWRITERS
RULES FOR ADOPTION FOR PRELIMINARY CONTRACTS
RE ORGANISATION & CONSOLIDATION OF SHARE CAPITAL
ALTERATION OF SHARE CAPITAL
BORROWING POWER OF DIRECTORS.
GENERAL MEETING, PROXIES & POLLS
VOTING RIGHTS OF MEMBERS
PAYEMENT OF DIVIDENDS & CREATING OF RESERVES
APPOINTMENT, POWERS, DUTIES, QUALIFICATION, & RENUMERATION OF DIRECTORS
USE OF THE COMMON SEAL OF THE COMPANY
KEEPING BOOKS OF ACCOUNT & THEIR AUDIT
APPOINTMENT , POWERS, DUTIES , RENUMERATION OF AUDITORS
CAPITALISATION OF PROFITS
BOARD MEETINGS AND PROCEEDINGS
RULES AS TO RESOLUTIONS
ARBITRATION PROVISIONS
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4. DIFFERENCES: MEMORANDUM & AOA
Memorandum
Articles of Association
• Conditions upon which company is
incorporated
• Internal regulations of the company
• It is subordinate to act only
• It is subordinate to act as well as the
memorandum
• It is to be filed by all types of companies
• Public companies limited by shares
need not file
•Can not be easily altered
• Can be easily altered
• Defines relation b/w company and
outsiders i.e. creditors, buyers etc
• Governs internal relationship between
the company & members
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5. ALTERATION OF ARTICLES
BEING THE INTERNAL REGULATIONS, THE COMPANY CAN ALTER IT BY PASSING A
SPECIAL RESOLUTION ONLY, ACCORDING TO SECTION 31.
LIMITATIONS:
THE ALTERATION MUST NOT BE INCONSISTENT WITH
•THE PROVISIONS OF THE COMPANIES ACT
•THE CONDITIONS CONTAINED IN THE MEMORANDUM
•ALTERATION ORDERED BY THE COMPANY LAW BOARD
MUST NOT DEPRIVE ANY PERSON OF HIS RIGHT UNDER A CONTRACT
MUST NOT CONSTITUTE A FRAUD ON THE MINORITY
MUST BE BONAFIDE FOR THE BENEFIT OF THE COMPANY AS A WHOLE
CENTRAL GOVERNMENT APPROVAL HAS TO BE OBTAINED IN CERTAIN CASES
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6. BINDING FORCE OF MEMORANDUM &
ARTICLES
• COMPANY TO MEMBERS
• MEMBER TO COMPANY
• MEMBER TO MEMBER
• NO BOUNDATION TO
OUTSIDERS
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7. COMPANY TO MEMBERS
1.
2.
The company is bound to comply with the provisions of the AOA documents.
The member can restrain the company from committing a breach of the articles.
(e.g the member can enforce his right to vote or his right to recover dividend.)
MEMBER TO COMPANY
1.
2.
3.
Members are bound to follow the provisions of the memorandum and articles.
All money payable by a member under the articles is a debt due from him.
In this regard a company can sue it’s member(s) for the enforcement of it’s
articles as well as for restraining their breach.
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8. MEMBERS TO MEMBERS
1. Members are not bound to each other by default.
2. Any member is not allowed to sue another member for any wrong done by latter
to the company.
3. Exception – When the person against whom relief is sought controls the majority
share and will not allow an action to be brought in the name of the company.
NO BOUNDATION TO OUTSIDERS
1. The articles create no contact with any person/entity external to the organization.
2. A member is also an outsider if the matter in question is not concerned with his
membership rights.
3. An outsider therefore cannot take advantage of these documents to find a claim
against the company.
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9. DOCTRINE OF CONSTRUCTIVE NOTICE
•
After registration memorandum and articles become “public documents”.
•
The legal effect of this doctrine is that if a person deals with the company in a
manner inconsistent with the provisions of AOA, he is deemed to have dealt with
the company at his own risk.
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10. DOCTRINE OF INDOOR MANAGEMENT
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Person dealing with company can assume that internal requirements have been
observed
No one is presumed to know company’s internal work process
Proposed dealings should be regular and consistent
EXCEPTIONS:
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Knowledge of irregularity
Negligence
Forgery
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