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Presentation on theme: "Company."— Presentation transcript:

1 Company

2 Features of Company Separate legal entity Limited liability
Perpetual succession Common seal Transferability Separate property Capacity to sue

3 Kinds of Company Statutory companies Registered companies
Limited companies Limited by guarantee Unlimited companies Private limited Public limited Holding company

4 Kinds of Company Subsidiary company Government Foreign company

5 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

6 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

7 Advantages of Company Limited liability Capital Public confidence
Perpetual existence Economies of large scale Democratic principles Ensures liquidity Benefits to the society

8 Memorandum of Association
Name clause Registered clause Object clause Capital clause Liability clause

9 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

10 Articles of Association
Alteration of capital General meetings Voting rights Directors Dividends and reserves Borrowing powers Capitalization of profits Winding up

11 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

12 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

13 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

14 Winding of Company Modes of winding up Compulsory
Voluntary winding up – Members, Creditors Subject to supervision of court

15 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

16 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

17 Petition for Winding of Company
By company By creditors By contributors By all the parties together By registrar By central govt

18 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

19 Voluntary Winding up By ordinary resolution By special resolution

20 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

21 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

22 Consequences of Winding up
Share holders Creditors – secured and unsecured, preferential payments Officers and employees Proceedings against the company Consequences as to costs

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