LAW, CORPORATE LAW, COMPANY LAW, COMPANIES ACT, 1956; COMPANIES (AMENDMENT) ACT, 1988; COMPANIES (AMENDMENT) ACT, 2013.

1. COMPANY LAW,
1956
CHARAK RAY
libra.charak@gmail.com

2. COMPANIES ACT, 1956
COMPANIES (AMENDMENT) ACT,
1988
COMPANIES (AMENDMENT) ACT,
2013

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

4. FEATURES
• Separate legal entity
• Limited Liability
• Transferability of shares
• Perpetual Succession
• Can own and sell property
• Can sue and be sued

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

6. FORMATION
• PROMOTER and his role
• Pre – Incorporation Contracts
Documents for Incorporation
MOA
AOA
Agreement with MD/Director/manager
Qualification shares
Statutory Declaration.
• Effects of Incorporation

7. STEPS OF FORMATION
• PROMOTION
• INCORPORATION
• CAPITAL SUBSCRIPTION
• COMMENCE OF BUSINESS

8. COMMENCEMENT
• Not required in the case of Private Companies
• Link with prospectus
• Minimum subscription
• Director’s shares

9. DOCTRINES
• CONSTRUCTIVE NOTICE
• INDOOR MANAGEMENT
• CORPORATE GOVERNANCE

10. DIRECTORS
• ROLE
• TYPES
• APPOINTMENT
• POWERS

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

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

13. TYPES
• Managing Director
• Whole Time Director
• Part Time Director
• Independent Director
• Nominee Director
• Additional Director
• Alternate Director

14. APPOINTMENT
• By the Articles of Association
• By the Shareholders

15. METHODS OF RAISING CAPITAL
• INITIAL PUBLIC OFFER
• E- INITIAL PUBLC OFFER
• OFFER THROUGH PROSPECTUS
• PRIVATE PLACEMENT
• RIGHTS ISSUE
• EMPLOYEE STOCK OPTIONS

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

17. MEETINGS & PROCEEDINGS
1- Proper Authority
2- Notice of the Meeting
3- Quorum of Meeting
4- Chairman of the Meeting
5- Minutes of the Meeting

18. WINDING UP
• 1- Special Resolution by the Court
• 2- Default in holding Statutory Meeting or in delivering Statutory Report to
Registrar
• 3- Failure to commence business within a year from the date of Incorporation
• 4- Reduction in Membership below the Statutory Minimum
• 5- Inability to pay its debts

19. 19
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