companies act-1986

8/7/2019 Companies Act-1986

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Companies Act, 1956

Definition & Nature Kinds of Companies Incorporation

Definition:

A voluntary association of persons formed for some purpose, with capitaldivisible into parts, known as shares, and with a similar liability.

Characteristics:

1. Separate legal entity (Salomon Vs Salomon & Co)

Co is separate from its members, A person can be employee/shareholders/ Lender

2. Limited Liability

3. Perpetual succession and a common seal4. Transferability of shares

5. Separate property

6. Capacity to sue

S.2(7) Body corporate or Corporation includes a company


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Excludes

A Corporation sole

Co-op. society (regd.)

Any other body corporate specified by central govt.A company is not a citizen.

Lifting of Corporate veil

1. Prevention of Revenue (Sir Dinshaw Maneckejee pefit)

2. Prevention of fraud or improper conduct (Jones Vs Lipman) (Land sold toco to avoid sale) Corporate veil used for fraudulent purpose

3. Where the company is a sham [Gilford Motor Co. ltd Vs Horne] [Horneformer employee formed a company and solicited customers corporateentity considered a sham]

4. Company avoiding legal obligations

5. Company acting as agent or trustee of the shareholders.6. Determination of character of a company whether it is enemy.

[Daimler Co. Ltd Vs. continental Tyre & Rubber Co. Ltd]

[Co. incorporated in England To sell tyres made in Germany by Gev.Company German Co held bulk of shares in Eng. Co. During World War IEng. Co. filed suit against Gev. Co. Held not valid since Ger.Co is alien

enemy]


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7. Where the doctrine conflicts with public policy

Statutory Exceptions:

1. Number of members below statutory minimum beyond 6 months. Joint& Several liability (Sec 45)

2. Failure to refund application money S.69

Directors responsible (principal + Int.)

(Max. period 130 days. From issue of prospectus

3. Misdescription of companys name S.147

4. Fraudulent trading

during winding up (Sec. 542)5. Misdescription in prospectus (sec. 62 & 63)


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Company & Partnership

1. Regulation

2. Mode of creation

3. Legal status

4. Liability of Members

5. Management

6. Transferability of Interest

7. Authority of members Partner agent

8. Powers (Co. limited)

9. Dissolution10. Number of Members


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Kinds of Companies

I. On the basis of Incorporation

1. Charted companies2. Statutory companies

3. Registered companies

II. On the basis of Liability (S.12(2))

1. Companies Ltd. by shares

2. Companies Ltd by Guarantee

3. Companies with unlimited Liability

III. On the basis of number of members and other features (S.12(1))

1) Private Ltd. Cos.

Transferability (restricted)

Ltd. Liability

Limits the max. number of members to 50


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2) Public Ltd.Co.

Minimum members 7

Maximum number no limit

Distinction between Pvt. Ltd. Co & Public Ltd. Co.

Pvt. Ltd Pub. Ltd.

1. No of members S. 12(1) 2 & 50 7 & no limit2. Directors S.252 Min 2 Min 3

3. Consent of directors Need not be filed withROC

To be filled with ROC

4. Invitation forsubscription of share3(i) (iii)

Restricted Not restricted

5. Transferability S.82 Restricted by articles No restricted

6. Quroum for Generalmeetings S.174

2 persons 5 persons

7. Manageral remuneration No restriction Max 11% of net profit


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Special Privileges to Pvt. Ltd. Co

1. Members

2. Allotment before Min subscription s.693. Statement in lieu of prospectus can be filed S.70

4. Issue of new shares to existing members after 2yrs of incorporationor one year after first allotment whichever is earlier.

5. Commencement of business

6. Index of Members7. Statutory meeting & statutory report

8. Mgrl. Remuneration

9. No of directors

When a Pvt. Ltd. Co becomes pub. Ltd. Co?

1. Default in compliance of law S.43

2. Conversion by operation of law S.43-A

a. > 25% of share capital held by bodies corporate

b. Average turnover is more than Rs. 10 crore during relevantperiod (3 financial yrs)


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c) Where pvt. Co holds atleast 25% of share capital of a public ltd. Co

d) Pvt. Co accepts deposits

3. Conversion by choice S.44

IV Classification on the basis of control

1. Holding company S.4

2. Subsidiary company

Conditions for Holg. & Sub. Co.

a) Company controlling composition of Board of Directors (Appoint orRemove)

b) Holding majority of shares (>50%)c) Subsidiary of another subsidiary

A sub. Of B

C sub. Of B


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Govt. Company S.617.

Where more 51% of paid up capital is held by central govt. state govt(Govts) or partly by CF and partly by SGs.

Rules:

1. Appointment of Auditor (S.619) by CG on the advice of C & AG. C &AG direct the audit

2. Audit reports to be submitted to comptroller and Auditor Generalof India (A copy). C & AG may comment/Supplement the same shallbe placed before AGM

3. Audit report to be placed before parliament / State Assembly.

Foreign Companies S.509-602Incorporated outside India having a place of business in India.

Rules Applicable to foreign Co.


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1. Documents to be filed with ROC.

Charter

Address of Regd. Office

List of Directors

Authorised persons (Address in India)

Address of principal place of business in India.

2. Books of Accounts (S.209)

3. Name Principal place / Regd. Office (S.595)4. Registration of charges Annual Returns

Formation of Company

1. Documents to be filed Memorandum of Association

Articles of Association S26 - 30

Agreement with Mgrl. Personnel

2. List of directors & their consent


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3. A declaration of compliance of regn.

Advocate (HC/SC)

Charted Accountant Company Secretary

4. Regn. Fees.

Certificates of Incorporation

Conclusiveness of Certificate

Compliance of Law Association regd.

Date of Incorporation

(Illegal objects p Not valid)

Effects of Regn. S.34 Company becomes a distinct legal entity

Acquires perpetual succession

Can own it property


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Preliminary or Pre-incorporation contract

Company not bound by Pre-contracts

Company cannot enforce pre-contracts after incorporation.

Promoters Personally liable for Pre-contracts

A co. company cannot ratify pre-incorporation contracts

A co. can make fresh contracts

Memorandum of Association Fundamental document

Regulates the external affairs of the co.

Investors / Outsiders can know the objects of the company

Basic requirements S.13 to 15

Printed

Divided into paragraph and numbered (S.15)


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Form (S.14)

Tables B, C, D and E in schedule 1 as may be applicable

Contents (Five clauses) sec. 13

1. Name clause

2. Situation clause

3. Objects clause

Main objects

Objects incidental

Other objects

4. Liability clause5. Capital clause


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Undesirable name to be avoided

Ltd or Pvt Ltd

Prohibition of use of certain names Eg. UNO, WHO

Use of certain key words according to authorised capital

Min. Authorised cap. Key words

Rs. 5 crores Corporation

Rs. 1 crore International Globe, Asia Universal

Publication of Name S.147

Name (Regd office/ Other places)

Engraved in common seal

On letter heads, notices official publications, invoices receipts

2. Regd. Office Clause 2. 146

Address with in 30 days


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3. Objects Clause

Main objects

Other objects

Positive meanings p Limit / Ambit

Negative p beyond objects no attempt shall be made to use.

Capital Clause Regd. Capital

Authorised capital

Nominal capital

Pub. Ltd p Equity & Preference shares

Pvt. Ltd p also shares with disproportionate rights.

Liability clause S.13 Ltd by shares Ltd by Guarantee

Unlimited liability


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Association clause:

Signatories, Addresses

Alteration of Memorandum1. Change of Name: Special Resolution + Approval of Govt.

Inadvertently regd. with identical name

ordinary resolution + Approval of govt.

Fresh certification to be obtained

2. Change of Regd. Office:

a) Same city / town / village Note to ROC within 30 days.

b) One town to another town/city/village within the state.

- Special resolution , RD of CLB, Filing within

30 days with ROC

c) Outside the state: (has to satisfy the purpose of objects

u/s 17) Special Resolution + Confirmation by CLB

(Filing at both ROCs)


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3. Alteration of Objects:

It must comply with requirements of sec 17

To carry on business more economically or more efficiently To attain its main purpose by new improved means

To enlarge or change local area of its operations.

To carry on some business (new) advantageously.

To sell, dispose off

To amalgamate

Spl. Resolution + confirmation by CLB

Filed with ROC with in 3 months

4. Change in liability clause: Not permitted unless members agree in

writing.5. Change in Capital clause

Doctrine of ultravires (Asbury Rly cerrige vs Riche)

Doctrine of constructive notice

Doctrine of Indoor Management


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Constructive Notice

Every outsider is deemed to have notice of MA & AA

Office of registrar is public office Presumption an outsider has read.

Doctrine of Indoor Management

As far as the Internal proceedings of the company are concernedeverything has been regularly done as per law/ procedures laid won.

Royal British Bank Vs Turquand.

(Share holders resolution for bond).

Exceptions

Knowledge of irregularity

Negligence

Forgery

Acts outside the scope of apparent authority


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Articles of Assn.

Rules, Regulations, bye-laws for the internal Mgnt. Of the affairs ofthe co.

Cannot over ride MA

Subordinate to MA

Contents

Transfer of shares

Transmission

Accounts

Alternation of capital

Calls on shares

Meetings Quorum

Dividends / appointments of directors

For unlimited Co.: must state

No of Members

Amt. Of share capital (if any)

CO

AA

MA

Companies


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Limited Gaurantee: No of Members

Pvt. Company (S. 3(i), (iii))

Companies which must have articles (S.26)

Unlimited Cos

Companies Ltd. Guarantee

Private companies Ltd. Shares

Pub. Ltd companies options

May adopt table A

Modify table A (complete)

Partly Modify table A

Form & Signatories

Printed

Divided into Paragraph

Signed by each subscriber of MA


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Alternation of Articles S.31

Wide powers under the Act

No restriction clause in Articles possibleProcedure p Spl. Resolution

Limitations:

Not inconsistent with the Act Must not conflict with Memorandum

Must not sanction anything illegal

Must be for the benefit of the company

Must not increase the liability of the members

Alteration by special resolution only

Approval of CG conversion of Pub. Co into Pvt. Co

No powers to the court to amend articles

Alteration may be with retrospective effect.


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Articles & Memorandum Relationship

1. The articles are subordinate to Memorandum

2. The memorandum must be read in conjunction with articles.E

g: Toexplain any ambiguity in MA to supplement the MA

3. The terms of MA cannot be modified or controlled by the Articles

MA AA

1. It is the charter 1. Regulations for internalmanagement

2. Define the scope 2. Rules for carrying the objectsset out in MA

3. Supreme Document 3. Subordinate to MA

4. Every Co. must have 4. Co. Ltd by shares need not file(Table A is applicable)

5. Strict restrictions onalterations

5. Freely alterable by spl. Res.Can be ratified.


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Legal effect of MA and AA

On registration

Binds the company and its members as if each member hassigned on these documents

1. Members to the company

Each member is bound

Eg: Articles providing guidelines to transfer shares on bankruptcy of a

member (Borlands Trustee Vs Steel Bros. & Co. Ltd.)

2. Company to the Members

Eg: Declearation of Dividend as per the approval of shareholders (underAA) Directors allotting debenture in place of B. heldnot valid as it does not comply AA

3. Members interse:

Eg: As per Articles transfer of shares of a co. envisaged. Directors tobuy shares (in the capacity as members). Directors refused courtheld they are liable (Members interse) to abide by AA (Rayfield VsHands)


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Prospectus

S. 2(36)

Any document described or issued as a prospectus and includes anynotice. Circular, advertisement or other document inviting deposits fromthe public or inviting offers from the public for the subscription orpurchase of any shares in or debentures of a body corporate.

Dating of prospectus S.55

Signed by the proposed Directors/or Agents Registration of prospectus S.60

Can be issued only on registration

Prospectus must be issued within 90 days of copy of it isdelivered to ROC.

Contents of Prospectus

Matters specified in Part I of Sch II

Setout reports specified in Part II of sch II subject to provisionsprovided in part III of sch II


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I

Genl. Infn

Capital structure Management

Company details

Risk factor Mgnt perception

II Consent of Directors/ Auditors etc.

Report of Auditors

Report by the accountants

Statutory Information

Minimum subscription Details of property / Directors

Rights of Members

Restrictions on Transfer of shares


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III

Inspection of Documents

Obligation of persons entering contract with the Co.Consent of Experts

Membership in a Company.

A share may be distinguished from a member:1. A regd. Shareholder is a member but a regd. Member may not be a

shareholder.

2. A bearer share warrant is a shareholder but he is not a member.

3. A legal representative of a deceased member is not a member until

he applied for registration.Who can become a member?

Any person who is competent to contract, subject to memorandumand articles of the company.


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A minor through guardian

Insolvent (till such time his name appears in the register)

A company

A partnership firm Individually

A foreigner can hold membership but loses rights in case ofalien enemy.

How to become a Member

By subscription (MA) (S.41)

By application and registration

By Transfer

By Succession


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Management and Administration

Board of Directors:

Company Artificial entity Acts through Board

Directors brain of company

Definition

S.2(13) Any person occupying the position of director by whatever namecalled

Nature of office/ duties is important

Not the person who holds the office

A person having control over the direction, conduct, management orsuperintendence of the affairs of the company.

Explanation I to sec 303.

Any person in accordance with whose directions or instructions theboard of directors of a company is accustomed to act is deemed to be adirector of the company.


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Only individual can be directors . S. 253.

No of Directors.

pub Ltd. Co 3 Pvt. Ltd 2Subject to this statutory minimum restriction AA may provide for

maximum and minimum no of directors (max. 12)

The no so fixed is the ceiling within this limit the no may beincreased/reduced by passing an ordinary resolution. S.258

Any limit above the ceiling (beyond 12 directors) Requires CGSapproval S.259

Appointment of Directors

1. First Directors

a) Usually Articles name the first directors

b) Alternatively articles prescribe the method of appointing them

c) If (a) & (b) is not applicable, subscribers decide.

d) If (a), (b) or (c) is not applicable Subscribers to MA becomedirectors. S.254.


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2. Appointment of Directors by Company

Company in general meeting

Pub. Ltd. Co. Min. of 2/3rd Directors of will retire by rotation(minimum) articles may provide for all directors to retire (S.256).

1/3rd can be permanent directors (Articles may provide that all

directors will retire by rotation)

Every AGM 1/3rd of 2/3rd will retire by rotation.

Eg.: Total 9 directors 3 directors can be permanent. 6 directors retire

by rotation (necessarily). Out of 6 directors 2 directors retire by

rotation.

Directors who retire who hold office for longest period.

After ration AGM can fill up the vacancy (either retiring directoror someone).

If meeting does not decide the appointment the meeting stands

adjourned to next week.


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If at the adjourned meeting does not appoint, the retiring directorsshall continue (deemed to have been appointed)

(unless the resolution was lost

Dr. given his unwillingness

Dr. disqualified

Not holding AGM will not prolong the tenure

(Delhi HC BR Kundra Vs Motion Pictures Assn)

Resolution through special notice (s.257)Not to fill / appoint a new director

Consent on appointment u/s 264

(not regd. For first directors, appt. under 260, 262 etc.)

Appointment of Director by resolution individually for everydirector S.263.

(Pvt. Company articles may provide for modalities permanent /rotation directors)


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Appointment of Directors by Board (S.260)

a) Addl. Directors (S.260)

Hold office upto next AGM

Shall not exceed ceiling fixed by Articles

Addl. Directors are not included in directors retire by rotation.(Resolution by circulation is valid)

b) In a casual vacancy (s.262)

(any vacancy arises before the term of office of a Director) (Not

applicable to Pvt. Co Articles) By board subject to articles

Retirement by rotation is not a casual vacancy

A person appointed in casual vacancy will hold office only upto thedate upto which the director in whose place he is appointed would

have held office. (must be taken up only at board meeting)c) As Alternate Director (S.313)

If authorized by articles

An alternate director is appointed in place of original director who isabsent for a period (atleast) of 3 months. Holds office till original

directive returns/Max. terms


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d) Appointment of Directors by third parties (S.255)

(e) Appointment by central Govt. (S.408)

Max. period 3yrs

On the recommendation of CLB (On apression & mismanagementprovisions)

Position of Directors:

As agents

Com. Artificial entity can act only through agents But directors have powers much above what an agent can

acquire

As employees

As officers (u/s) companies act 1956.

As Trustees For companys money and property

Of the powers entrusted to them

[Alexander Vs Automatic Telephone Co

- Call money not paid Directors held breach of Trust]


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(but not trustees for individual shareholders)

They stand in a fiduciary relationship i.e., quasi trustees

Other regulations

Max no of directorships p 20 (twenty) u/s 275

Any vacation of office need to be informed to ROC (15 days) toaccommodate new directorship.

Disqualification of Directors (S.274)

A person of unsound mind

An undischarged insolvent

Application for insolvency is pending Convicted by a court of any offence involving moral turpitude

Has calls in arrears for more than 6 months

Disqualified by a court for appointment


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Vacation of office of Director S. 283

(a) Failed to hold qualification shares (2 months)

(b) Unsound mind

(c) Applied for insolvency

(d) Adjudged insolvent

(e) Convicted by a court of an offence

(f) Absent for 3 consecutive Board meetings

(g) Failed to pay call money (within 6 months) etc.

Removal of Directors

By shareholders S.284

Central Govt. (S.388 to 388E)

Fraud

Damage to industry/firm

Negligence

Inefficiency


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Company Law Board (S.402)

For oppression & Mismanagement

Remuneration to Directors S. 198 & 309

Max. overall Rem p 11% of net profits

(MD/WTD + Other Directors)

In the event of no profits

(Subject to sch XIII)

Powers of Board S.291

Has All powers (and acts) which the company is authorised to exerciseand do

Board shall not act for which members approval is required.

Meetings of Directors

1. No of Meetings : 4 meetings in a calender year & one meeting perquarter. (if not held for Lack of Quorum) (S.285)

2. Notice of Meetings: (S.286)


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In writing (usual address in India)

Reasonable period

3. Quorum: 1/3rd of total strength or 2 directors whichever is higher

Lack of quorum p meeting gets adjourned to next week.

Powers of the Board

General Powers S.291

Powers to be exercised only at meeting Sec. 292

General Powers (291)

Exercise all powers and to do all acts which the co. is authorised,(under the Act) subject to MA & AA.

Shall not act which shareholders only can exercise

(b) Powers to be exercised only at Meeting (S.292)/(Resolution bycirculation)

i) Make calls on shares

ii) Issue of Debentures

iii) Invest funds

iv) Make Loans


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The following powers can be exercised only at the meeting.

To fill vacancies 4/3 262

To sanction contracts in which directors/ relatives are interestedu/s 297

To receive notice of disclosure of interest from a director / orshareholding of director (S.299)

To appoint a managing director, Mgr. Who is already holding such a

position in another Co. (S.316) To make investments in companies in the same group (S.372)

Restrictions on the powers S.293

Subject to prior approval of Members

Sell, lease

Borrowings beyond paid up capital


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To contribute to pot charitable or other funds

To mortgage the property

Meetings and Proceedings

Meetings of share holders

Class Meetings

Meetings of Directors

Meetings of Shareholders

1. Statutory Meeting S.165

by Pub. Ltd company only

Time period: be held not less than 1 month nor more than the 6months from date of entilement to commence business.

Field once in the life time of a company

21 days notice


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Statistory Report to be circulated

Total shares allotted

Cash received

Particulars of Directors/Auditors

Underwriting contract

Arrears on calls from Directors

Commission & Brokerage to Directors

Contracts placed at genl. Meeting for approval.

Purpose of the meetings

Reporting important facts about the new co.

Certification of SR

By 2 directors

Auditors

Report to ROC


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Procedure at the meeting

List of Members & their shareholding

Members can discuss any issue relating to formation of company

Default: Punishment

2. Annual General Meeting S.166, 167

One atleast in each calender year (Meenakshi Mills)

21 days notice / Business hours Max interval between 2 AGMs 15 months / 18 months for Ist AGM

ROC may extend/give permission for 3 months

Venue p in the city/town where Regd. office is situate

Business for discussion: Ordinary + other issues

Default consequences

Member/s request for holding AGM

(CLB) CLB may direct for holding AGM (S.167)

Company officer Punishable (Rs. 5000) for default


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Extraordinary General Meeting S.169 (EGM)

Any general meeting other than AGM (Art 47 to tab A)

Purpose p to transact urgent matters

Convened by whom

By the board on their own

By the requisitionists

By board

On their own

On the requisition of members

Minimum no of members Members holding 1/10th of voting rights

On requisition board shall proceed calling EGM with in 21 days of filingrequisition.

The meeting must held within 45 days.

If the Board fails to hold the meetings requisitionists themselves maycall for the meeting.

Such meeting shall be held within 3 months however meeting onceconvened can be adjourned.


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Venue: Either at regd. Office or any other place even on a public.Public holiday. Even outside business hours.

Quorum not present p

EGM by CLB (S.186)

Where holding EGM is impracticable

Apply to CLB/or on its own

Impracticable reasonably impossible/impracticable(Cricket club of India Vs madhav Aptc.)

CLB gives direction for holding EGM.

CLB has no power to conveune AGM

Class Meetings

Meetings of preference shareholders

Meetings of Debenture holders

For discussing issues of their concern Eg: Scheme u/s 394arrangement winding up of company.


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Requisites of a valid Meeting

1. Proper authority

For Genl. Meeting AGM Board is the authority

For EGM - Board requisitions CLB

2. Notice of meeting S171

To all members

To auditors

Period: 21 clear days. 21 + 2 days for postal transmission (23 days)

(However meeting can be called with 21 days with the consent of 100%members for AGM)

Contents of Notice: S.172

Place

Day

Time

Statement of Business


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Ordinary Business

Accounts

Dividend

Appointment of Auditor / Fixing Remuneration

Appointment of Director/s

Special Business

State the purpose

Disclosure of information Draft resolution

Explanatory Statement

Quroum for Meeting S.174

Quorum is must for valid meeting

Fixed by articles

5 members/more personally present Pub. Ltd

2 Member- Pvt. Ltd.


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Representative of body corporate counted as a person personally present

Subject to Articles:

Quorum not present beyond hr.

If Meeting called requisitions meeting stands dissolved

In any other case stands adjourned to the same day in the next week(same time & place)

If quorum is not present at adjourned meeting also, members presentshall form quorum.

Articles cannot reduce min. quorum of 5/2 as per the act.

Total no of members available & present in below quorum. Then suchreduced no becomes quorum

One person cannot form quorum (Rule in sharp Vs Dawes)

Exceptions Class meeting (all shares are held by a single individual)

Where CLB directs S.167 (Even proxy form quorum)


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Where quorum not present within hour

Meeting stands adjourned to next week

If quorum is not present at adjourned meeting. Members present (even one

member) form quorum. Where CLB directs EGM to be held Even a single member can form

quorum.

4. Chairman of meeting:

Ch. Necessary to conduct a meeting Unless articles provide otherwise

Members present (personally) elect chairman by show of hands

Later poll may take place.

Dutes

Act bonafied interest of the co

Ensure Meeting property

Convened - conducted


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Proper notice

Rules as to quorum

His own appointment

3. Ensure the conduct of proceeding of the meeting

Compliance of Articles/MA

Compliance of the Act

Business as per agenda

4. Preserve order in the meeting

5. Ascertain the sense of the meeting on any issue / question declareresults.

6. Other duties during meetings

Decide incidental questions

Exercise casting vote bonafide in the interest of the company

Exercise powers of adjournment judicially.


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7. Give fair opportunity to majority of the shareholders to expressthemselves.

Proxy S.176

(a) Instrument (b) A person authorised Members are entitled to appoint proxy

Co. must have share capital (Articles)

Only member proxy can speak (Articles)

E

ntitled to vote on poll

Voting Rights

Subject to articles (Eg. Calls in arrears)

Voting show of hands or by poll

Period of holding has no relevance

By show of hand (S.177)

Each member one vote

Proxies not entitled (Articles)


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By Poll (S.179)

In accordance with voting rights articles

In proportion to paid up equity

On polling results decision on show of hands gets cancelled

Who can demand poll

By chairman on his own motion or by members (min 1/10th voting rights) orby a member/s having sh. Capital paid up (Rs. 50,000)- whichever is less or1/10th paid up capital.

Poll demanded must be taken up within 48 hrs.

Resolutions

Types:

Ordinary Resolution (S.189)

Special Resolution (S.189)

Ordinary Resolution

Simple majority

Due notice served


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Special Resolution

Majority of 3/4th of votes in person/proxy.

Intention of spl. Res. Be mentioned Eg. Articles Alteration

Resolution requiring spl. Notice (S.190)

Atleast 14 days before the meeting

Co shall inturn give notice (21 days),

If not possible give seven days notice/advertisement

Eg: Replace Auditor S.225

Appoint a person as director (other than the retiring director) (S.257)

Remove a director (S.284) and appoint another person.


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