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Company - PowerPoint PPT Presentation


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Company. Features of Company. Separate legal entity Limited liability Perpetual succession Common seal Transferability Separate property Capacity to sue. Kinds of Company. Statutory companies Registered companies Limited companies Limited by guarantee Unlimited companies

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Presentation Transcript
features of company
Features of Company
  • Separate legal entity
  • Limited liability
  • Perpetual succession
  • Common seal
  • Transferability
  • Separate property
  • Capacity to sue
kinds of company
Kinds of Company
  • Statutory companies
  • Registered companies
  • Limited companies
  • Limited by guarantee
  • Unlimited companies
  • Private limited
  • Public limited
  • Holding company
kinds of company1
Kinds of Company
  • Subsidiary company
  • Government
  • Foreign company
formation of company
Formation of Company
  • Steps for incorporation
  • Memorandum of association
  • Articles of association
  • The agreement if any proposing an individual as Managing director
  • A list of directors who agreed to be the first directors
  • Declaration
formation of company1
Formation of Company
  • Steps for commencement of business
  • Prospectus or a statement in lieu of prospectus
  • Minimum subscription
  • Directors have paid application and allotment money
  • Situation of registered office
  • Final declaration
advantages of company
Advantages of Company
  • Limited liability
  • Capital
  • Public confidence
  • Perpetual existence
  • Economies of large scale
  • Democratic principles
  • Ensures liquidity
  • Benefits to the society
memorandum of association
Memorandum of Association
  • Name clause
  • Registered clause
  • Object clause
  • Capital clause
  • Liability clause
articles of association
Articles of Association
  • Share capital
  • Lien on shares
  • Call on shares
  • Transfer of shares
  • Transmission of shares
  • Forfeiture of shares
  • Conversion of shares into stock
  • Share warrants
articles of association1
Articles of Association
  • Alteration of capital
  • General meetings
  • Voting rights
  • Directors
  • Dividends and reserves
  • Borrowing powers
  • Capitalization of profits
  • Winding up
prospectus
Prospectus
  • Contents
  • Part I of Schedule II
  • General information – Name & address, Stock exchanges for listing, punishment for fictitious application, Min subscription, refund, opening & closing dates, auditors & lead managers, trustees, CRISIL rating, underwriting
  • Capital structure
prospectus1
Prospectus
  • Terms of the issue
  • Particulars of the issue
  • Company Management
  • Risk factors

Part II of Schedule II

  • General information – Consent of directors, experts opinion, change of directors, resolution for issue, names & address of key personnel
prospectus2
Prospectus
  • Financial information
  • Report by Chartered Accountant
  • Statutory information, issue expenses, issue other than for cash, revaluation of assets if any
  • Reasonable time and place for inspection of key documents
  • Statement by experts
  • Disclosure by SEBI
winding of company
Winding of Company

Modes of winding up

  • Compulsory
  • Voluntary winding up – Members, Creditors
  • Subject to supervision of court
winding of company1
Winding of Company

Compulsory

  • Special resolution
  • Default in delivering the statutory report or holding the SM
  • Failure to commence or suspends business
  • Reduction in membership
  • Inability to pay its debts – demand for payment, Decreed debt unsatisfied, Commercial insolvency
winding of company2
Winding of Company

Compulsory

  • Just & equitable – Substratum of company is gone, object of the company failed
  • Business can be carried on only for losses
  • Assets are insufficient to meet its existing liabilities
  • Oppression of minority interest
  • Dead lock in management
  • Public interest prejudiced
  • Illegal business
petition for winding of company
Petition for Winding of Company
  • By company
  • By creditors
  • By contributors
  • By all the parties together
  • By registrar
  • By central govt
consequences of winding up order
Consequences of Winding up order
  • Intimation to Registrar
  • Copy of the order to be filed to the registrar
  • Suits stayed
  • Powers of the court
  • Effect of winding up order
voluntary winding up
Voluntary Winding up
  • By ordinary resolution
  • By special resolution
member s voluntary winding up
Member’s Voluntary Winding up
  • Declaration of solvency
  • Appointment of liquidator
  • Board powers to cease on appointment of liquidator
  • Power to fill vacancy
  • Notice of appointment of liquidator to registrar
  • Call creditors meeting in case of insolvency
  • Call general meeting at the end of each year
  • Final meeting and dissolution
creditor s voluntary winding up
Creditor’s Voluntary Winding up
  • Meeting of creditors
  • Notice of the resolution
  • Appointment of liquidator
  • Committee of inspection
  • Liquidator’s remuneration
  • Board power ceases on appointment
  • Power to fill vacancy
  • Call for meeting
  • Final meeting and dissolution
consequences of winding up
Consequences of Winding up
  • Share holders
  • Creditors – secured and unsecured, preferential payments
  • Officers and employees
  • Proceedings against the company
  • Consequences as to costs