Hi, Students, we are going to learn about the Introduction of Company Law in short. Firstly we are providing the key terms of the Company Law and Learning Objectives. They are
- Definition of Key terms as per the Company Law Which have an Important role in the management of companies and have bearing on the Entire Companies Act 2013.
- Steps in the Formation of Companies
- Documentation Required For Formation of Company, Relevance of such Documents and the process of amending them.
- Different types of Companies and the process of Changing From one type to another.
The Companies Act 1956 has been replaced by the New Companies Act 2013 So All provisions will be explained in the respect of the New Act. Students need to follow a clear overview of legal provisions as included in the act. Therefore students are required to understand each and every provision of the law language.
Short Notes of CA Inter-Company Law Introduction
The new companies act 2013 Focus on the
Improving Corporate Governance,
Empowering Members and Directors to Run Company,
Speedy Settlement of Company Disputes (NCLT & NCLAT)
Simplifying Company Law (Reduced Sections).
Increased Accountability in Corporate Governance (KMPS).
Stringent Punishments For Violations and Mismanagement.
In this chapter we are going to discuss Section 1 to 22 They are
Def of Key Terms in Company Law
Formation of Companies
MOA & AOA
Companies With Charitable Objectives
Amendment of MOA
Conversion of Companies
The Definition of the Company is given under the Companies Act 2013 Under Section 2 is Company means a Company Incorporated Under this Act or Under Any previous Company Law. Companies are classified into various categories they are
Company Limited By Guarantee:- The Liability of the Members are limited by the Memorandum to such amount as they are contributed to the assets of the Company in the event of its being wound up or Closed.
Key Terms of the Companies Act 2013
Company Limited By Shares:– It means the liability of the company is limited up to the share amount as prescribed in the Memorandum they are called up for unpaid share amount held by them.
Associate Company:- A Company that influences the other company but not a subsidiary company, for example, a Joint Venture Company.
Authorized Capital:- Authorised Capital or Nominal Capital means authorized by MOA
Called up Capital:- which has been called up for payment For Example original share price is 20 rupees but they issued for 15 rupees. Called up amount is treated as Called up Capital.
Board of Directors:- The Collective Body of the Directors of the Company.
Chief Executive Officer CEO:- Who has Designated as such by it.
CFO:- Appointed by the Company.
Company Secretary:- Who is Appointed by a Company to perform the functions of a Company Secretary under this Act.
Company Secretary In Practice:- Secretary who is deemed to be in practice under Sec 2 of Company Secretaries Act 1980.
Director:- Appointed to the Board.
Independent Director:- Referred to subsection 5 of the act.
Dividend:- Includes any Interim Dividend.
Debentures:- It includes Debenture Stock, Bonds, or any other instrument of a company evidencing the debt, Whether constituting a Charge on the assets of the Company or Not.
Free Reserves means such reserves which as per the latest audited balance sheet of a company are available for distribution as dividend provided that
Any amount representing unrealized gains, notional gains, or revaluation of assets whether shown as a reserve or otherwise or any change in the carrying amount of an asset or liability recognized in equity including surplus in profit and loss account o measurement of the asset or the liability at fair value shall not be treated as free reserves.
Financial Statement Sec 2(40)
Balance Sheet End of the Year.
P & L A/c
Non-Profit Organization Income and Expenditure Account.
Cash Flow Statement For Financial Year.
Statement of Changes in Equity if Applicable.
Manager Means an Individual Who subject to the Superintendence control and Direction of the Board of Directors has the Management of the Whole or Substantially the whole of the Affairs of a Company and Includes a Director or any other Person Occupying the Position of a Manager by whatever name called, whether a contract of service or not.
Registrar Section 2(75):- Registrar Means a
have to do the duty and various Functions under this Act.
Officer in Default Section 2(60)
For the Purpose of Penalizing an officer of the company has done default need to specifies any of the following officers of a company namely
Whole Time Director
Key Managerial Personnel
In case the Key Managerial Personnel or such Director or Directors as declared by the Board in this behalf and who has or have given his or their consent in writing to the board of such specification or all the directors.
In Case no director specified the officer in default will be
Any person who under the immediate authority of the Board or Any key Managerial Personnel.
is Charged with the responsibility including maintenance, Filing, or Distribution of Accounts or Records authorizes or
Actively Participates or
Knowingly Permits or Knowingly fails to take active steps to prevent any default shall be an officer in Default.