...registration under the Companies Act Pursuant to section 11(2) of the Companies Act, 1956, where more than twenty persons jointly desire to carry on any business (Ten person in case of banking company) with the object of acquisition of gain, they can go about to pursue that objective only if they form a company and get it registered under the provisions of the Act. What is a company? Company is a voluntary association of persons formed for the purpose of doing business having a distinct name and limited liability. It is a juristic person having a separate legal entity distinct from the members who constitute it, capable of rights and duties of its own and endowed with the potential of perpetual succession. As per definition given by Companies Act, 1956, a 'company' includes company formed and registered under the Act or an existing company i.e. a company formed or registered under any of the previous company laws. Advantages or features of a company (i) A company is a legal entity, distinct and independent of those persons who from time to time are its members. (ii) The liability of the company's members can be limited to the extent they have agreed to contribute towards the capital of the company with reference to the number of shares and/or the amount of guarantee respectively undertaken by them. (iii) Its members are not personally liable for any act or omission on the part of the company, unless the law expressly provides otherwise. (iv) The company being a juristic person...
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...MINISTRY OF LAW AND JUSTICE (Legislative Department) ———— New Delhi, the 30th August, 2013/Bhadrapada 8, 1935 (Saka). The following Act of Parliament received the assent of the President on the 29th August, 2013, and is hereby published for general information:— THE COMPANIES ACT, 2013 (NO. 18 OF 2013) [29th August, 2013.] An Act to consolidate and amend the law relating to companies. BE it enacted by Parliament in the Sixty-fourth Year of the Republic of India as follows:— CHAPTER I PRELIMINARY 1. (1) This Act may be called the Companies Act, 2013. (2) It extends to the whole of India. (3) This section shall come into force at once and the remaining provisions of this Act shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates may be appointed for different provisions of this Short title, extent, commencement and application. 2 THE GAZETTE OF INDIA EXTRAORDINARY [PART II— Act and any reference in any provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision. (4) The provisions of this Act shall apply to— (a) companies incorporated under this Act or under any previous company law; (b) insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insurance Act,...
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...THE COMPANIES ACT, 2063 (2006) Date of Authentication: 2063.7.17.6 7 kartik 2063 ( 3 November 2006) 1. The Act Amending Some Nepal Acts, 2064 2064.5.9 (26 August 2007) ACT NO. 18 OF THE YEAR 2063 (2006) An Act made to amend and consolidate the law relating to companies Preamble: Whereas, it is expedient to amend and consolidate the law relating to companies in order to bring about dynamism in the economic development of the country by promoting investment in the industry, trade and business sectors through economic liberalization and make the incorporation, operation and administration of companies much easier, simpler and more transparent; Now, therefore, be it enacted by the House of Representatives in the First Year of the issuance of the Proclamation of the House of Representatives, 2063 (2006). Chapter 1 PRELIMINARY 1. Short title and commencement: (1) This act may be called as the “Companies Act, 2063(2006)”. (2) This Act shall be deemed to have come into force on 20 Ashwin 2063 (6 October 2006). 2. Definitions: In this Act, unless the subject or the context otherwise requires, (a) “Company” means a company incorporated under this Act. 1 (b) “Private company” means a private company incorporated under this Act. (c) “Public company” means a company other than a private company. (d) “Holding company” means a company-having control over a subsidiary company. (e) “Subsidiary company” means a company...
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...THE COMPANIES ACT, 1956 DEFINITION AND NATURE OF A COMPANY Learning Objectives At the end of this chapter, you will be able to • Identify the meaning and nature of a company • Identify the important characteristics of a company Introduction Today, we will begin with the Companies Act that was passed in 1956. In the lecture of today we will discuss the meaning and nature of a company. Do you know what do we mean by company? In simple words, a company can be defined as a group of persons associated together for the purpose of carrying on a business, with a view to earn profits. The word ‘Company’ is an amalgamation of the Latin word ‘Com’ meaning “with or together” and ‘Pains’ meaning “bread”. Thus, a company is nothing but a group of persons who have come together or who have contributed money for some common person and who have incorporated themselves into a distinct legal entity in the form of a company for that purpose. Section 3(1)(i) of the Act provides that, “a company means a company formed and registered under this Act or an existing company.” Section 3(1)(ii) lays down that, “ An existing company means a company formed and registered under any of the previous companies laws specified below.” (a) any Act or Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1886), and repealed by that Act; (b) The Indian Companies Act, 1866 (10 of 1866); (c) The Indian Companies Act, 1882 (6 of 1882); (d) The Indian Companies Act, 1913...
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...A Critical Examination of the Impact of Section 172 of the Companies Act 2006 There has been a plethora of debate surrounding the approach to directorial decision making in the scheme of corporate governance. A divergence has emerged between numerous schools of thought as to whose interests the directors are to consider in conducting the company’s management. The approach under English law is codified under section 172 Companies Act 2006 (‘CA 2006’) which professes an ‘enlightened shareholder value’ approach to corporate governance. This has given rise to scrutiny and challenge from numerous critics but most notably from proponents of the ‘stakeholder management’ stance. The aim here is therefore to evaluate the scope and impact of section 172 and consider the possible alternatives whilst seeking to establish whether section 172 can be considered a positive development within company law. 1. Previous approach Under the common law, directors were required to act in good faith in what they believed to be in the company’s best interests. The main problem was that the company is a legal abstraction and acting in the ‘company’s interests’ is a fairly obscure and elusive concept; thus reform was necessary so that directors could ascertain what the ‘company’s interests’ actually entails i.e. whose interests it is referring to[1]. Moreover, under section 309 Companies Act 1985, directors were to have regard to the ‘interests of the company's employees in general...
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...Briefing note for the Human Resources Director: The organisations approach to collecting, storing and The use of H.R data. Purpose: The purpose of this briefing note is to review options to the business regarding the collection, storage and use of collected H.R data. Background: It has been requested that the organisations current policy regarding the above should be reviewed and where necessary, improved/amended based on the findings. Current situation: At present the following data is collected by the Human Resources department; * Personal Data. * Staff Turnover. * Absence Data. * Learning and Development Data. * Cost information. * Survey Data. * Performance of Employees. * Health and Safety. Some of the above data must be collected by law for legislative purposes. Other data is gathered and stored by H.R for use either as benchmarks or as an aide to future business growth. For instance Health and Safety data is stored for legal compliance and includes the storage of accident books and RIDDOR incidents (Appendix 1) that have occurred within the work place. This information may be used by the health and safety officer to reduce the number of accidents. If a number of incidents were reported involving staff using ladders, then a trend may be spotted from the stored accident data. This could then be used and less hazardous equipment utilised. An example of data which is not legally required to be kept, but may be useful...
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...month for her flat ANS) According to the background information provided we can say that Rachel was responsible for the pre-incorporate contract made on behalf of the company. As Rachel put her name in the contract so she is fully responsible for the contract. This can be backed up by First EEC Company law Directive, Art.7 “if before a company being formed has acquired legal personality, action has been carried out in its name the company does not assume the obligations arising from such actions, the persons who acted shall, without limit, be jointly and severally liable therefor unless otherwise agreed” This was implemented by the European Communities Act 1972,s,9(2) and is currently in effect as the Section 5.1 of the Companies Act 2006. s.51 (1) CA 2006; “a contract which purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly.” Kevin on the other hand is also the part of the contract, so he is the one who can take action against the company in the event of contract not being fulfilled. On the other hand the other three directors think that the contract is not valid as the company did not exist at the time of the contract....
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...TUTORIAL :MEETING PART A H-wan N-wan Bhd is adopting Table A of the Fourth Schedule to the Companies Act 1965 except that proxy shall not be a quorum. Ahya Karim, a newly appointed company secretary, has received a memo issued by the chairman of the company reminding him to carry out board resolutions passed in previous Board meetings. The board meetings were held twice to: a. accept the retirement of Mr. Salmi Roslan as a director. b. authorize advance payment of RM50 000 to director Dato’ Kumar Rajan for official trip to South Korea. c. appoint of Dato Lim Goh Teng as a director to fill in casual vacancy to replace Mr Salmi Roslan. d. propose the retirement by rotation of Tan Sri Ooi Slim Tin and Dato’ Danial Sani Abdullah who agree to be re-elected. e. approve intention of Hafiz Faizal, a shareholder, to remove Mr Saju Kumar and replace him with Miss Rajen Kumaran. f. authorize company secretary to issue share certificate for allotment of 3,000 shares each to Zamani and Salami. g. approve reduction capital of RM0.20 for every existing ordinary share of RM1 each. h. approve the selling of company’s used trucks for RM 55,000 to Mr Bakri Hassan, son of the company’s chairman. i. authorize director to issue new share under Section 132D, Companies Acts 1965. j. approve the Audited Accounts for the year ended 30 June 2009 and the Reports of Auditors thereon. k. approve Directors’ Report and Chairman Statement for 2009...
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...1 COMPANIES ACT, 1956 FORMATION OF A COMPANY 2 I INCORPORATION OR PROMOTERS OF A COMPANY Before a Co. is formed, there must be some persons who have an intention to form a Co. & who take the necessary steps to carry that intention into operation. IMT NAGPUR - 2011-13 Such persons are called “Promoters”. 3 PROMOTERS OF A COMPANY IMT NAGPUR - 2011-13 It is they who : Conceive the idea of forming the Co.; Take the necessary steps to incorporate it; Provide it with Share & Loan Capital; Acquire the business or property; Negotiates the preliminary agreement; Prepare, execute & register the MOA & AOA; Finds the bankers, brokers, legal advisers, underwriters, first Directors; Prepares, advertises & Circulates the Prospectus for placement of capital 4 PROMOTERS OF A COMPANY IMT NAGPUR - 2011-13 But a person who merely acts in a professional capacity, such as solicitor who draws up an agreement or articles, an accountant or valuer who prepares figures or valuation and who is paid for the same is not a Promoter. 5 PROMOTION OF A COMPANY IMT NAGPUR - 2011-13 Incorporation of a Co. means a process by which a Co. is incorporated or brought into being as a Corporate body, and floated as a going concern, by the issue of prospectus. 6 REGISTRAR OF COMPANIES (ROC) IMT NAGPUR - 2011-13 Ministry of Corporate Affairs Registrar of Companies (ROC) 7 FORMATION OF COMPANIES ...
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...investment decisions’ and he emphasises that this can be achieved by high quality accounting standards. Up to 1970s, there was no uniform system for the preparation of financial statements and different companies used different policies, principles and bases according to their needs. This practice led to inconsistency between the financial statements of different entities or same entities prepared by different people, and made their comparison very difficult for different users. Dyson (2011) highlights this situation as ‘what was particularly puzzling to the public was that at the beginning of the week one set of accountants could decide that a company had made a profit and then by the end of that week another set of accountants would decide that it had actually made a loss’. This prompted the accountancy profession to regulate the accounting information and develop uniform principles and procedures which are today known as accounting standards. Accounting standards are statements of standard accounting practice issued by such body or bodies as may be prescribed by regulations (CA 2006, S464(1)). In the UK Financial Reporting Standards (FRSs) are issued by Accounting Standards Board (ASB) (Dyson, 2011). Companies Act 2006 (S393) requires that financial statements of a company show a ‘true and fair view’ of the transactions made during the accounting period. Accounting standards play an important role to comply with this statutory requirement by outlining the specific procedures...
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...Charges under Companies Act, 2013 What is a Charge? A charge is a right created by any person including a company referred to as “the borrower” on its assets and properties, present and future, in favor of a financial institution or a bank, referred to as “the lender”, which has agreed to extend financial assistance Section 2(16) of the companies act, 2013 defines charges so as to mean an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage. The following are the essential features of the charge which are as under: 1. There should be two parties to the transaction, the creator of the charge and the charge holder. 2. The subject-matter of charge, which may be current or future assets and other properties of the borrower. 3. The intention of the borrower to offer one or more of its specific assets or properties as security for repayment of the borrowed money together with payment of interest at the agreed rate should be manifested by an agreement entered into by him in favour of the lender, written or otherwise. A charge may be fixed or floating depending upon its nature. Need for creating a charge on company’s assets: Almost all the large and small companies depend upon share capital and borrowed capital for financing their projects. Borrowed capital may consist of funds raised by issuing debentures, which may be secured or unsecured, or by obtaining financial assistance from financial institution...
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...* What is this topic? A sustainability report considers the contribution and impact that non-financial issues have on the company, it can range from Governance to Climate Change. It is a complex concept, but in summary it is “meeting the needs of the present without compromising the ability of future generations to meet their own needs”. – www.sustain.ucla.edu Recently reporting on certain sustainability issues have now become mandatory to report – “UK government announces that under the Companies Act 2006, companies are now required to report their emissions in their directors’ report”. * Why is it important Along with the recent introduction of the G4 standards and the GRI recommendations, the significance of a sustainability report has become progressively more critical as pressures on companies both publically and institutionally to provide and publish reports increases in light of recent natural disasters. It is said that we “use about 40% more resources every year compared to what we put back”, some companies make it their mission to make it known that they give back to the environment e.g. Velvet. There is a need for a measurement system to be put in place to assess industry’s impact however currently accounting is inadequate for numerous reasons. - - http://ezproxy.bcu.ac.uk:2055/science/article/pii/S0155998210000128 The increase in awareness has meant that external users e.g. customers, investors and even shareholders are making decisions based...
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...auditors from Encik Zayed’s company should be protected from the unfair dismissals by Encik Zayed. First of all, Encik Zayed cannot simply terminate the auditor and appoint a new “friendly party” auditor. Based on the Companies Act 1965, under Section 172. Appointment and remuneration of auditors, an auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise. Furthermore, where special notice of a resolution to remove an auditor is received by a company whereby it shall send a copy of the notice to the auditor concerned and to the Registrar. Encik Zayed should do any of these things in order to terminate the auditor in his company by following all the rules and statutory provision of companies act. Furthermore, under the companies act1965, the auditor may, within seven days after the receipt by him of the copy of the notice make representations in writing to the company ( not exciding a reasonable length) and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the company to every member of the company to whom notice of the meeting is sent. Encik Zayed should do follow the rules by sending a notice to all the members of the company about the termination of the auditor of the company. This is because the member of the company should know each and every actions that have been taken in the company. In addition, unless the...
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...2.1 Introduction Good company reporting is absolutely necessary and vital as it provides valuable information to its shareholders, creditors and other stakeholder groups who may have the interest in knowing the position of the companies and their activities. It is equally important to maintain an equilibrium or balance between the cost of collecting and publishing the information and the cost of finding the information by the respective readers. It does not necessarily mean that adding bulks of information make the report a good one. It is the quality of information that counts. Government is highly dedicated to affirm that reports maintain a certain degree of quality rather than large and unwieldy information. Trade and Industry Committee (2002) 2.2 Corporate Reporting and Disclosure Concept Clarity of purpose is the key to economic success. The companies are most likely to pretend their motto is to maximise shareholders value. “For the business community to become more effective, companies need to be clear about the purpose of their reports and provide what their end-users need to know”. Company reports serve the useful information to those interested in the activities of the company, mainly the stakeholder groups. Stakeholders act as nucleus, around which the future activities and strategies would be framed. Company law explicitly guards stakeholder’s value in different areas of disclosure. Zairi, M., and letza, S. (1994) Disclosure system is recognised extensively...
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...extent practical, to ensure that managers of space system development programs in which Space Act Agreements are used provide detailed cost estimates for each year of the program based upon a complete analysis of the program over time before preliminary designs are completed. We also recommended that the Associate Administrator for the Human Exploration and Operations Mission Directorate examine whether more comprehensive costs estimates should be developed by the Commercial Crew Program before the completion of the Critical Design Reviews by NASA’s current commercial partners; routinely track adherence to the 90-day goal for responding to contractor requests for alternate requirement standards and variances and explore ways to facilitate the process; and, in conjunction with the FAA and the Air Force, formally establish a tri-agency Safety Steering Group for resolution of issues involving crew and public safety during commercial spaceflight operations. NASA’s efforts to facilitate the development of a commercial crew transportation capability began in earnest in February 2010 when the Agency awarded $50 million in Space Act Agreements to five commercial partners to help fund research and design of key technologies and systems. Known as Commercial Crew Development Round 1 (CCDev1), NASA awarded funded agreements to Sierra Nevada Corporation (Sierra Nevada) ($20 million), The Boeing Company (Boeing) ($18 million), United Launch Alliance ($6.7 million), Blue Origin, LLC ($3.7 million)...
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