1bd14company law -2

8/7/2019 1bd14COMPANY LAW -2

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Amity Business School

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MBA -G, Semester I

Economic and Business Legislation

Monica Suri


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COMPANY LAW


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MEMORANDUM OF ASSOCIATION

IS THE CHARTER OF THE COMPANY

DEFINES THE RELATIONSHIP OF THE COMPANY WITHTHE OUTSIDE WORLD.

BASED ON TABLES B,C,D AND E OF SCHEDULE I OF THE

COMPANIES ACT , 1956

BASED ON THE DOCTORINE OF ULTRA VIRESIT IMPLIES BEYOND THE POWERS . THEREFORE IF

ANYTHING IS DONE BEYOND THE OBJECTS OF

MEMORANDUM IT IS ULTRA VIRES.


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Has Six Clauses:

-NAME CLAUSE

-REGISTERED OFFICE CLAUSE

-OBJECTS CLAUSE

-LIABILITY CLAUSE

-SHARE CAPITAL CLAUSE

ASSOCIATION CLAUSE

All the clauses are subject to alteration in theAGM


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ARTICLES OF ASSOCIATION

Are the bye laws of the company.

Defines the internal rules and regulations of the

company. Mandatory for a public ltd. Company to register

articles else TABLE A of Schedule I comes intoexistence.

TABLE A could be adopted in full

Or in part

Or wholly exclude TABLE A through a clauseand adopt its own byelaws.


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CONTAINS DETAILS RELATING TO :

-SHARES

-MEETINGS-DIRECTORS

-CAPITAL

-PROXIES

AND ANY OTHER RELEVANT TO THEFUNCTIONING.

A COMPANY MAY ALTER ITS ARTICLES WHEN

NEEDED


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COMPANY FORMATION

PROMOTION

REGISTRATION

FLOTATION


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INCORPORATION

-AVAILABILTY OF NAME IN FORM IA

-PREPARATION OF MEMORANDUM AND ARTICLES OF

-ASSOCIATION: MOA CONTAINS CLAUSES AND AOADETAILS ABOUT DIRECTORS, MEETINGS ETC.

-VETTING OF MOA AND AOA

-POWER OF ATTORNEY

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FLOATATION

After the certificate of incorporation

company can float. A pvt. Ltd. Company can float after

Certificate of incorporation.

A public ltd company must obtain thecertificate of commencement of

business after floatation.


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MCA 21: DSN

DIN

ONLINE REGISTRATION OF

COMPANIES


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Types of Meetings:

ANNUAL GENERAL MEETING

BOARD MEETING

STATUTORY MEETING

EXTRA ORDINARY GENERAL MEETING


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FAQ

Q1.Define Doctorine of Ultra Vires.

Ans. - ( explianed in the slide)

Q2. Difference between Motion and resolution.

Ans-A motion is a offer / proposal submitted by

the mover for discussion in the meeting . It isthereafter put to vote by the chairman.


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Motion becomes a resolution only after arequisite majorityhas passed orapproved it in AGM/EGM.

Q3. Whet are the various types of

resolutions ?Ans. Ordinary 2. Special

3. Special requiring notice

1bd14company law -2

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