Page 1 PRESENTED BY

Page 2 Definition as per Companies Act,  Company means a company formed and registered under this act or an existing Company as defined in Sec 3(1)(ii).  Sec 3(1)(ii) Says Existing company means a Company formed and registered under any of the previous companies laws.

Page 3 Characterstics of a Companies Act Existence by the operation of law Granted certain Rights and obligations Artificial Person Body corporate by the name contained in MOA Distinct and Separate.(Solomon &Soloman ) Lee vs Lee Air Farming Limited. Separate Legal Entity Status does not change and continues to exist,till it is wound up and displayed Perpetual Succession Co Entitled to hold the property in its own name (MacauraVs Northern Assurance co. Ltd.) Separate Property Official Signature of the company Maintain the Register for the use Common Seal

Page 4 Members can dissociate themselves from transferring their shares at any time. Private companies are having some resistrictions Transferability of share The liability of the co is also its own and not that of its members. Limited Liability When the Cr remain unpaid, their action as to claim stops with the co. they cannot proceed against the shareholders, individually or as group. Limitation of Action

Page 5 According to the number of Members Private Companies Public Companies According to Ownership Government Companies According to Control Holding companies Subsidiary companies

Page 6 FORMATION STAGES 1. Promotion Stage. 2. Incorporation Stage. 3. Commencement of business stage.Promotion StageIncorporation StageCommencement of business stage.

Page 7 FORMATION OF A COMPANY The requirements are as follows –Application for availability of name –Preparation of MOA and AOA –Selection and finalization of MOA and AOA- Its printing, stamping and signing –Preparation of other necessary documents –Filling of the required documents for Registration to obtain certificate of incorporation and Certificate of commencement of business

Page 8 Memorandum of association The Compulsory Clauses in MOA –The Name Clause –The Registered Office Clause- –The Object Clause- –The Liability Clause- –The Capital Clause - –The Association or Subscription clause-

Page 9 Contents of the AOA may be as follows: Share capital Lien on shares Calls on shares Transfer and transmission of shares Forfeiture of the shares Surrender of the shares General meetings Alteration of the capital Directors etc.. Dividends and reserves Account and audit Borrowing powers Winding up Adoption of the preliminary contracts etc….

Page 10 Promoters Legal Position of the Promoters Liabilities of promoters under the Companies Act, 1956

Page 11 Director The Legal Status Of The Director Disqualification Appointment Of Director Duties And Liabilities Of Director –Civil Liabilities –Criminal Liabilities

Page 12 Classification of meetings Shareholders meetings –Statutory Meetings – EGM –Class Meetings AGM Board Meetings

Page 13 How to conduct meeting? Written notice to be given Notice to be issued under the authority of the company In case of failure to give a notice, the persons concerned may be punished with fine and the proceedings of the meeting will be rendered invalid.

Page 14 Company audit Basic Provisions relating to authentication, circulation, Adoption and filing of annual Accounts

Page 15 First Auditor 15 Special Resolution Casual Vacancy Subsequent Auditor –in AGM

Page 16 Auditor contd… Who Cannot Be Appointed As An Auditor? Ceiling On Number Of Audit Rights And Duties Of An Auditor

Page 17 Appointment of an Auditor BOD (a) First Auditor (b) Casual Vacancy other than resignation SHARE HOLDERS (a) Subsequent Auditor (b) Casual Vacancy by resignation (c) First Auditor not appointed by BOD C. Govt. (a) Auditor of Govt. Co.’s (b)Auditor not appointed by SH Lets Summarize 17 Appointment of an Auditor BOD (a) First Auditor (b) Casual Vacancy other than resignation SHARE HOLDERS (a) Subsequent Auditor (b) Casual Vacancy by resignation (c) First Auditor not appointed by BOD C. Govt. (a) Auditor of Govt. Co.’s (b)Auditor not appointed by SH

Page 18 Removal of Auditor 1 st Auditor After Term No reappointment In Between Term In GM Subsequent Auditor After Term No reappointm ent In Between Term In GM with approval of C. Govt. 18