Company • Company means a company formed and registered under

this Act or under any previous company law.

Company v. Body Corporate

Company• A narrow term• Every company is a BC.• Company means a company

registered in India only.• Company is a separate Legal

Entity.

Body Corporate• A wider term• Every BC is not a company.• BC includes a company

registered in India, O/s India as well as LLP.

• BC includes all separate Legal Entities.

Body Corporate

Body Corporate includes a company registered outside India but does not include• a co-operative society• Any other organisation

prescribed by CG

Every Separate Legal Entity is a Body Corporate.• Company registered in

India• Company registered

outside India• LLP

Main Decision Making Authority

• Board of Directors• Committees of Directors• Members/Shareholders

Types of Board Resolution

• Board Resolution – Simple Majority• Unanimous Board Resolution - 100% Majority

Types of Member’s Resolution

• Ordinary Resolution• Special Resolution

Members Resolutions

• Ordinary Resolution - Simple Majority• Special Resolution - 3 Times Majority

Voting Rights

Board/Committees Resolution 1 Director = 1 VoteMember’s Resolution By Show of Hands 1 Member = 1 Vote By Poll 1 Share = 1 Vote

Types of General Meetings

• Annual General Meeting – Once in a Financial Year

• Extra-ordinary General Meetings – Any Number of Times

Convening Authority

• AGM - Board of Directors• EGM - Board of Directors - Members u/s 100 - Tribunal

Process of Taking a Decision in GM

• Motion - Proposal• Agenda - Business to be discussed in the Meeting• Resolution - Decision

Types of Businesses in GM

• Ordinary Business• Special Business

Businesses Ordinary Business- Following 4 Businessesa) Declaration of Dividendb) Approval of Financial Statementsc) Appointment of Directorsd) Appointment of Auditors

Special Business- All Businesses in AGM other than above 4 businesses

are Special Businesses.- All Businesses in EGM are Special Businesses.

Authorities to implement Company Law

• MCA – Ministry of corporate Affairs• RD – Regional Directors• ROC – Registrar of Companies

Numbers & Jurdisdiction

• MCA – 1 – Covers entire India• RD – 7 – Each RD is in-charge of respective

region, each region comprising a number of States & Union Territories.

• ROC -

Different ROCs In India1) Andhra Pradesh & Telangana – Hyderabad2) Bihar & Jharkhand – Patna & Ranchi3) Goa, Daman & Diu – Panaji, Goa4) Jammu & Kashmir – Jammu5) Kerala – Kochi6) Maharashtra – Mumbai & Pune7) Puducherry – Puducherry8) Rajasthan – Jaipur9) Uttar Pradesh & Uttarakhand – Kanpur, UP10) Assam, Meghalaya, Manipura, Tripura, Mizoram, Nagaland & Arunachal Pradesh – Shillong11) Chattisgarh – Bilaspur ,Chattisgarh 12) Delhi & Haryana – New Delhi13) Gujarat – Ahmedabad14) Karnataka – Bangalore15) Madhya Pradesh – Gwallior, MP16) Orissa – Cuttak17) Punjab, Chandigarh & Himachal Pradesh – Chandigarh 18) Tamil Nadu – Chennai & Coimbatore19) West Bengal - Kolkata