The Companies Act Final

7/31/2019 The Companies Act Final

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THE COMPANIES ACT

Bachelor of Commerce

(Banking & Insurance)

Semester IV

(2011-12)

Submitted

In Partial Fulfillment of the requirements

For the Award of Degree of Bachelor of

CommerceBanking & Insurance

By

JAIKISHAN GUPTA

HARDIK HARIYA

NIKHIL FATNANI

YOGI RAGHANI

AMIT RAJPAL

SMT.M.M.K. COLLEGE OF COMMERCE AND ECONOMICS

BANDRA (W)

MUMBAI-50


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SMT.M.M.K. COLLEGE OF COMMERCE AND ECONOMICS

BANDRA (W)

MUMBAI-50

(2011 2012)

This is to certify thatwe the students of B.com (Banking & Insurance) Semester IV

(2011-12) have successfully completed the project on THE COMPANIES

ACT under the guidance ofProf. FARZIN DARUWALA.

Date:-

Place:-

(Prof. Mr. VISHAL TOMAR) (Dr. ASHOK VANJANI)

Course Co-ordinator Principal

(Prof. Ms.FARZIN DARUWALA)

Project Guide External Examiner


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DECLARATION

Date:- 15/01/2012

We, the student of B.Com (Banking & Insurance) Semester IV (2011-12) hereby

declare that we have completed the project on THE COMPANIES ACT

successfully.

The information submitted is true and original to the best of my knowledge.

Thank you,

Yours faithfully,

JAIKISHAN GUPTA

HARDIK HARIYA

NIKHIL FATNANI

YOGI RAGHANI

AMIT RAJPAL


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ACKNOWLEDGEMENT

At the beginning, we would like to thank Almighty God for his shower of blessing.

The desire of completing this dissertation was given a way by my guide

Prof. FARZIN DARUWALA. We are very much thankful to him for the

guidance, support and for sparing his precious time from a busy and hectic

schedule.

We are thankful to Dr. ASHOK VANJANI, Principal of Smt.M.M.K. College.

We sincere thanks to Prof. FARZIN DARUWALA who always motivated and

provided a helping hand for conceiving higher education.

We would fail in my duty ifI dont thank my parents who are pillars of my life.

Finally, I would express my gratitude to all those persons who directly and

indirectly helped me in completing dissertation.

JAIKISHAN GUPTA

HARDIK HARIYA

NIKHIL FATNANI

YOGI RAGHANI

AMIT RAJPAL


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DECLARATION

Date: -

I the undersigned Prof. FARZIN DARUWALA, have guided them for this

project, they have completed the project THE COMPANIES ACT

successfully.

I hereby, declared that information provided in this project is true as per the best of

my knowledge.

Thank you,

Yours faithfully,

FARZIN DARUWALA


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The Companies Act, 1956

An Act to consolidate and amend the law relating to

companies and certain other associations

Citation- Act No. 1 of 1956

Territorial Extent Enacted by- Whole ofIndia

Date enacted- 18 January, 1956

Date commenced- 1 April, 1956
http://www.mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_1.pdfhttp://en.wikipedia.org/wiki/Indiahttp://en.wikipedia.org/wiki/File:Emblem_of_India.svghttp://en.wikipedia.org/wiki/Indiahttp://www.mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_1.pdf


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Introduction

In India, the Companies Act 1956 is the most important piece of

legislation that empowers the Central Government to regulate the formation,

financing, functioning and winding up of companies. The Act contains themechanism regarding organizational, financial, managerial and all the relevant

aspects of a company. It empowers the Central Government to inspect the books of

accounts of a company, to direct special audit, to order investigation into the affairs

of a company and to launch prosecution for violation of the Act. These inspections

are designed to find out whether the companies conduct their affairs in accordance

with the provisions of the Act, whether any unfair practices prejudicial to the

public interest are being resorted to by any company or a group of companies and

to examine whether there is any mismanagement which may adversely affect any

interest of the shareholders, creditors, employees and others. If an inspection

discloses a prima facie case of fraud or cheating, action is initiated underprovisions of the Companies Act or the same is referred to the Central Bureau of

Investigation.

The Companies Act is administered by the Central Government

through the Ministry of Corporate Affairs and the Offices of Registrar of

Companies, Official, Public Trustee, Company Law Board, Director of Inspection,

etc. The Registrar of Companies (ROC) controls the task of incorporation of new

companies and the administration of running companies.

Under the Companies Act, 1956, the term 'company' means acompany formed and registered under the Act or an existing company i.e. a

company formed or registered under any of the previous company laws". The basic

objectives underlying the law are:

A minimum standard of good behavior and business honesty in companypromotion and management. Due recognition of the legitimate interest of shareholders and creditors andof the duty of managements not to prejudice to jeopardize those interests.

Provision for greater and effective control over and voice in the managementfor shareholders. A fair and true disclosure of the affairs of companies in their annualpublished balance sheet and profit and loss accounts. Proper standard of accounting and auditing.
http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=195601http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=195601


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Recognition of the rights of shareholders to receive reasonable informationand facilities for exercising an intelligent judgment with reference to the

management. A ceiling on the share of profits payable to managements as remunerationfor services rendered. A check on their transactions where there was a possibility of conflict ofduty and interest. A provision for investigation into the affairs of any company managed in amanner oppressive to minority of the shareholders or prejudicial to theinterest of the company as a whole.

Enforcement of the performance of their duties by those engaged in

the management of public companies or of private companies which are

subsidiaries of public companies by providing sanctions in the case of breach and

subjecting the latter also to the more restrictive provisions of law applicable topublic companies

The Companies Act, 1956 has been amended from time to time in

response to the changing business environment. These amendments include:-

The Companies (Amendment) Act, 2000 The Companies (Amendment) Act, 2001 The Companies (Amendment) Act, 2002 The Companies (Amendment) Act, 2006
http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=200157http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=200301http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=200623http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=200623http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=200301http://business.gov.in/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=200157


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Memorandum of Association

The memorandum of association of a company, is the document that

governs the relationship between the company and the outside. It is one of the

documents required to incorporate a company in the United Kingdom, Ireland,India, Bangladesh, Pakistan and Sri Lanka, and is also used in many of the

common law jurisdictions of the Commonwealth.. The memorandum of

association clearly lays down the name of the company, the type of company theobjectives of the company, and the authorized capital.

Article of Association

The term articles of association of a company, or articles of

incorporation, of an American or Canadian Company, are often simply referred to

as articles The Articles are a requirement for the establishment of a company under

the law ofIndia, the United Kingdom and many other countries. Together with the

memorandum of association, they constitute the constitution of a company.

The Articles can cover a medley of topics, not all of which is required in a

country's law. Although all terms are not discussed, they may cover:

The issuing ofshares (also called stock), different voting rights attached todifferent classes of shares Valuation of intellectual rights, say, the valuations of the IPR of one partnerand, in a similar way as how we value real estate of another partner The appointments of directors - which shows whether a shareholderdominates or shares equality with all contributors Directors meetings - the quorum and percentage of vote Management decisions - whether the board manages or a founder Transferability of shares - assignment rights of the founders or othermembers of the company do

Special voting rights of a Chairman and his/her mode of election The dividend policy - a percentage of profits to be declared when there isprofit or otherwise Winding up - the conditions, notice to members Confidentiality of know-how and the founders' agreement and penalties fordisclosure First right of refusal - purchase rights and counter-bid by a founder
http://en.wikipedia.org/wiki/Company_(law)http://en.wikipedia.org/wiki/Company_(law)http://en.wikipedia.org/wiki/Common_lawhttp://en.wikipedia.org/wiki/Jurisdictionhttp://en.wikipedia.org/wiki/Commonwealth_of_Nationshttp://en.wikipedia.org/wiki/Articles_of_incorporationhttp://en.wikipedia.org/wiki/Articles_of_incorporationhttp://en.wikipedia.org/wiki/Company_(law)http://en.wikipedia.org/wiki/Indiahttp://en.wikipedia.org/wiki/United_Kingdomhttp://en.wikipedia.org/wiki/Memorandum_of_associationhttp://en.wikipedia.org/wiki/Shareshttp://en.wikipedia.org/wiki/Stockhttp://en.wikipedia.org/wiki/Dividend_policyhttp://en.wikipedia.org/wiki/Dividend_policyhttp://en.wikipedia.org/wiki/Stockhttp://en.wikipedia.org/wiki/Shareshttp://en.wikipedia.org/wiki/Memorandum_of_associationhttp://en.wikipedia.org/wiki/United_Kingdomhttp://en.wikipedia.org/wiki/Indiahttp://en.wikipedia.org/wiki/Company_(law)http://en.wikipedia.org/wiki/Articles_of_incorporationhttp://en.wikipedia.org/wiki/Articles_of_incorporationhttp://en.wikipedia.org/wiki/Commonwealth_of_Nationshttp://en.wikipedia.org/wiki/Jurisdictionhttp://en.wikipedia.org/wiki/Common_lawhttp://en.wikipedia.org/wiki/Company_(law)http://en.wikipedia.org/wiki/Company_(law)


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Documents Required for Registration

Memorandum of Association of the proposed company duly stamped.Articles of Association of the proposed company duly stamped.Form no. 1 (Declaration of Compliance) as per the Companies GeneralRules & Forms 1956.Form no. 18 (notice of situation of registered office) as per the CompaniesGeneral Rules Forms 1956.Form no. 29 (for consent to act as director of a company) as per theCompanies General Rules Forms 1956.

Form no.32 (particulars of directors, manager, or secretary) (in duplicate) asper the Companies General Rules Forms 1956.Copy of the name availability letter issued by the ROC earlier.Power of Attorney on a stamp paper of the representative who appears forcorrection/alteration of any document.Other documents as ROC may require to be furnished.

Registering of companyRegistering a company in India can take

anything from 15 days to as many as 35 days, though instances of getting the

certificate of incorporation in a day to a week are also there.

Before you start the process, you have to decide on what kind of

company you plan to set upa private limited company, a public limitedcompany, a producer company or a branch of a foreign company in India.

If you are planning to start a business and looking forward toregistering your company, here is a step-by-step guide to help you in your pursuit.


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Registration Process

ProcedureTime to

completeCost to complete (Rs.)

Obtain directoridentification number

(DIN) online

1 day 100

Obtain digitalsignature certificate

online

1-6 days 400-2,650

Reserve the companyname with the

Registrar of

Companies (ROC)online

2-3 days 500

Memorandum andArticles of

Association vetted

and printed

Has to be done

within six

months of name

approval

Nil

Stamp the companydocuments either at

the superintendents

or an authorized bank

1 dayCharges vary from state to

state

Get the Memorandumand Articles signed

by at least two

subscribers

1 day Nil

Get the certificate ofincorporation

3-7 days

4,000 for a company with

authorized capital of Rs 1

lakh (Fee keep on

reducing successively in

slabs after this) Make a seal 1 day 350 Obtain a PermanentAccount Number

(PAN) from UTI or

NSDL

15 days

66 for fee and 5 for

application form (if not

downloaded)


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Obtain a tax accountnumber (TAN) for

income taxes

deducted at source

from the AssessingOffice

15 days,

simultaneously

with procedure

9

55

Register for VATwith the sales tax

officer

12 days

simultaneously

with procedure

10

5,000 (registration) + 100

(stamp duty)

Register withEmployees ProvidentFund Organization

2 days,

simultaneous

with procedure

11

Nil

Register with ESIC(medical insurance)

1 day,

simultaneously

with procedure

11

Nil

Filing for government 15 days Nil

Rules for a Private Limited Company

1) There can be maximum of 50 shareholders.2) Minimum paid-up capital required is Rs 100,000.3) A minimum of two directors and two shareholders are required.4) No limit on maximum number of directors. Articles of Association of a

particular company can fix a maximum number for itself.

5) There can be no invitation to the public for subscription of shares ordebentures.

6) There can be no acceptance of deposits from public. However, deposits canbe accepted from members, directors and their relatives.7) Transfer of shares is restricted as per the Articles of Association.


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Rules for a Public Limited Company

1) Minimum number of shareholders is seven. No restriction on maximumnumber of shareholders.

2) Minimum paid up capital requirement is Rs 500,000.3) Minimum number of directors is three. Company with paid-up capital andreserves of Rs 5 crore or more or turnover of Rs 50 crore or more should

have a minimum of seven directors.

4) No limit on the maximum number of directors, the limit of which can befixed by the Articles of Association of the company, though in order to have

more than 12 directors permission of the central government is required.5) No restriction on transfer of shares.

Private Company v/s Public CompanyDescription Private Public

Shareholders Minimum 2,maximum 50

Minimum 7, no limit on

maximum

Director Minimum 2 Minimum 3 Paid-up capital Minimum Rs

100,000Minimum Rs 500,000

Public deposits Restriction onpublic deposits

No restriction

Transfer ofshares

Restricted as

per Articles of

Association

No restriction

Compliancerequirements

Lesser in

numberMore in number

Commencementof businessPossible on

obtainingcertificate of

income

Possible only after getting

commencement of businesscertificate within six months


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For e.g. Certificates of Reliance


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Share capital

Capital refers to the amount invested in the company so that it can

carry on its activities. In a company capital refers to "share capital". The capital

clause in Memorandum of Association must state the amount of capital with whichcompany is registered giving details of number of shares and the type of shares of

the company. A company cannot issue share capital in excess of the limit specified

in the Capital clause without altering the capital clause of the MA.

The following different terms are used to denote different aspects of

share capital:-

1) Nominal, authorized or registered capital means the sum mentioned in thecapital clause of Memorandum of Association. It is the maximum amount

which the company raises by issuing the shares and on which the registrationfee is paid. This limit is cannot be exceeded unless the Memorandum of

Association is altered.

2) Issued capital means that part of the authorized capital which has beenoffered for subscription to members and includes shares allotted to members

for consideration in kind also.

3) Subscribed capital means that part of the issued capital at nominal or facevalue which has been subscribed or taken up by purchaser of shares in the

company and which has been allotted.

4)Called-up capital means the total amount of called up capital on the sharesissued and subscribed by the shareholders on capital account. I.e. if the face

value of a share is Rs. 10/- but the company requires only Rs. 2/- at present,

it may call only Rs. 2/- now and the balance Rs.8/- at a later date. Rs. 2/- is

the called up share capital and Rs. 8/- is the uncalled share capital.

5) Paid-up capital means the total amount of called up share capital which isactually paid to the company by the members.


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Types of Shares

Shares in the company may be similar i.e. they may carry the same

rights and liabilities and confer on their holders the same rights, liabilities and

duties. There are two types of shares under Indian Company Law:-

1) Equity shares means that part of the share capital of the company which arenot preference shares.

2) Preference Shares means shares which fulfill the following 2 conditions.Therefore, a share which is does not fulfill both these conditions is an equity

share. It carries Preferential rights in respect of Dividend at fixed amount orat fixed rate i.e. dividend payable is payable on fixed figure or percent

and this dividend must paid before the holders of the equity shares can

be paid dividend. It also carries preferential right in regard to payment of capital onwinding up or otherwise. It means the amount paid on preference

share must be paid back to preference shareholders before anything in

paid to the equity shareholders. In other words, preference share

capital has priority both in repayment of dividend as well as capital.

Types of Preference Shares1) Cumulative or Non-cumulative: A non-cumulative or simple preference

shares gives right to fixed percentage dividend of profit of each year. In case

no dividend thereon is declared in any year because of absence of profit, the

holders of preference shares get nothing nor can they claim unpaid dividend

in the subsequent year or years in respect of that year. Cumulative

preference shares however give the right to the preference shareholders to

demand the unpaid dividend in any year during the subsequent year or years

when the profits are available for distribution. In this case dividends which

are not paid in any year are accumulated and are paid out when the profits

are available.

2) Redeemable and Non- Redeemable: Redeemable Preference shares arepreference shares which have to be repaid by the company after the term of

which for which the preference shares have been issued. Irredeemable

Preference shares means preference shares need not repaid by the company


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except on winding up of the company. However, under the Indian

Companies Act, a company cannot issue irredeemable preference shares. In

fact, a company limited by shares cannot issue preference shares which are

redeemable after more than 10 years from the date of issue. In other words

the maximum tenure of preference shares is 10 years. If a company is unable

to redeem any preference shares within the specified period, it may, with

consent of the Company Law Board, issue further redeemable preference

shares equal to redeem the old preference shares including dividend thereon.

A company can issue the preference shares which from the very beginning

are redeemable on a fixed date or after certain period of time not exceeding

10 years provided it comprises of following conditions :- It must be authorized by the articles of association to make such anissue. The shares will be only redeemable if they are fully paid up.

The shares may be redeemed out of profits of the company whichotherwise would be available for dividends or out of proceeds of new

issue of shares made for the purpose of redeem shares. If there is premium payable on redemption it must have provided outof profits or out of shares premium account before the shares are

redeemed. When shares are redeemed out of profits a sum equal to nominalamount of shares redeemed is to be transferred out of profits to the

capital redemption reserve account. This amount should then be

utilized for the purpose of redemption of redeemable preference

shares. This reserve can be used to issue of fully paid bonus shares to

the members of the company.

3) Participating Preference Share or non-participating preference shares:Participating Preference shares are entitled to a preferential dividend at a

fixed rate with the right to participate further in the profits either along with

or after payment of certain rate of dividend on equity shares. A non-

participating share is one which does not such right to participate in the

profits of the company after the dividend and capitals have been paid to the

preference shareholders.


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Alteration of Capital

A company limited by shares can alter the capital clause of its

Memorandum in any of the following ways provided that such alteration isauthorized by the articles of association of the company:-

1) Increase in share capital by such amount as it thinks expedient by issuingnew shares.

2) Consolidate and divide all or any of its share capital into shares of largeramount than its existing shares. E.g., if the company has 100 shares of Rs.10

each (aggregating to Rs. 1000/-) it may consolidate those shares into 10

shares of Rs100 each.

3) Convert all or any of its fully paid shares into stock and re-convert stock intofully paid shares of any denomination.

4) Subdivide shares or any of shares into smaller amounts fixed by theMemorandum so that in subdivision the proportion between the amount paid

and the amount if any unpaid on each reduced shares shall be same as it wasin case of from which the reduced share is derived.

Cancel shares which have been not been taken or agreed to be taken

by any person and diminish the amount of share capital by the amount of the shares

so cancelled The alteration of the capital of the company in any of the manner

specified above can be done by passing a resolution at the general meeting of thecompany and does not require any confirmation by the court.

Reduction of the share capital can be effected only in the manners

specified in Section 100-104 of the Act or by way of buy back under Section 77A

and 77B of the Act. Notice of alteration to share capital is required to be filed with

the registrar of the company in Form no 5within 30 days of the alteration of the

capital clause of the MA. The Registrar shall record the notice and make necessary

alteration in Memorandum and Articles of Association of the company. Any

default in giving notice to the registrar renders company and its officers in default

liable to punishment with fine which may extend to the Rs50 for each day ofdefault.


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Conversion of Shares into Stocks

Conversion of fully paid shares into stock may likewise be affected by

the ordinary resolution of the company in the general meeting. Notice of the

conversion must be given to the Registrar within 30 days of the conversion; thestock may be converted into fully paid shares following the same procedure and

notice given to the Registrar in Form no 5. In this connection, the following

provisions are important:-

1) Only fully paid shares can be converted into stocks2) Direct issue of stock to members is not lawful and cannot be done.3) The difference between shares and stock is that shares are transferable only

in complete units so that transfer of half or any portion of share is not

possible whereas stock is expressed in terms of any amount money and is

transferable in any money fractions.4) Articles may be giving the Board of Directors authority to fix minimum

amount of stock transferable.

5) Since stock is not divided into different units it is not required to benumbered. Shares on the other hand must be numbered.

Reduction of Share Capital with Sanction of the Court

A company limited by the shares or a company limited by guarantee

and having share capital can if authorized by its articles, by special resolution and

subject to confirmation by the court on petition reduce its share capital. It may

affect reduction of its share capital in any of following circumstances:-

1) Where the company is overcapitalized:- It may extinguish or reduce the liability of member in respect ofuncalled or unpaid capital. For example, where shares are of Rs100

each with Rs60 paid up, the company may reduce them to Rs60 fully

paid and thus release the shareholder from the liability on uncalledcapital of Rs. 40/-. Pay off or return part of the unpaid capital not wanted for the purposeof the company. For example, where the shares are fully paid of

Rs100 they may be reduced Rs40 each and Rs60 may be paid back to

the shareholders.


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Pay off part of the paid up share capital on the footing that it may becalled up again. If shares are of Rs100 each the company may pay off

Rs25 per share on condition that when desired the company may call

it again without extinguishing the liability of shareholders to pay the

uncalled share capital. Reduce by a combination of the aforesaid methods2) Where has suffered loss of capital, in such situation the company can write

off or cancel the share capital which has been lost or is unrepresented by

available assets.

Where the company has passed the resolution for reducing the share

capital, it must, by petition, apply to the court in the prescribed form to the court

for an order confirming the reduction. Where the proposed reduction of share

capital involves the either diminution of liabilities in respect of unpaid share

capital or the payment to any shareholder of any paid-up share capital or in anyother case if the court so directs the following provisions shall have effect:-

1) Every creditor of the company who on the date fixed by the court is entitledto debt from or any claim against the company shall be entitled to object to

the reduction.

2) The Court shall settle a list of creditors so entitled to object and for thatpurpose shall ascertain as far as possible without requiring an application

from any of the creditors, the names of creditors and the nature and amount

of debt or claims and publish notices fixing the day or days within which

creditors not entered in the list are to be entered if they so desire.3) Where a creditor entered on the list whose debt or claim is not discharged or

has not been determined does not consent to the reduction, the court may, if

it thinks fit, dispense with the consent of the creditors if the company

secures payment of this debt or claim by appropriating the following

amounts as the court may direct:-

The company admits the full amount claim or debt or though notadmitting it is willing to provide for it, then the full amount of debt or

claim. If the company does not admit and is not willing to provide for the fullamount of debt or claim or if the amount is contingent or not

ascertained, then amount fixed by the court after due enquiry.

1) Where the proposed reduction of share capital involves either diminution ofany liability in respect of the unpaid share capital or payment of any


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shareholder of any paid share capital, the Court may, having regard to any

special circumstances of the case as it thinks proper so to do, direct that the

above provisions shall not apply to any class or classes of creditors.

2) If the court is satisfied with respect to every creditor of the company entitledto object to reduction that either his consent to the reduction has been

obtained or his that debt or claim has been discharged or has been

determined or has been secured, make an order confirming the reduction on

such terms and conditions as it thinks fit.

3) Where the court makes such an order, it may, if for any special reasonsthinks fit and proper to do so, make an order directing that the company shall

during such period commencing on and any time after the date of the order

as is specified in the order add to its name as the last words the words "&

Reduced" and make an order requiring the company to publish the same

along with the reasons for the reduction or such other information in regard

thereto as the court may think expedient with view to giving properinformation to the public and if the court thinks fit the causes which led to

reduction.

4) Where the company is ordered to add to its name the words "& Reduced"those words shall until the expiry of period specified in the order shall be

deemed to be part of the name of the company.

5) The registrar, on the production to him, of an order of the court confirmingthe reduction of the share capital of the company and on delivering to him

the certified copy of the order and of minutes approved by the court showing

with respect to the share capital of the company as altered by the order

register the reduction of share capital. On registration of order and minutes,

the reduction of share capital shall take effect.

6) Notice of the registration shall be published in such manner as the court maydirect.


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Reduction of Capital without the Sanction of the

Court

Reduction of capital can take place without the sanction of the court in

the following cases:-

1) Buy back of shares in accordance to the provisions of Section 77A and 77B2) Forfeiture of shares - A company may if authorized by its articles forfeit

shares for non-payment of calls by the shareholders. Such proceedings

amount to reduction of capital but the act does not require court sanction for

this purpose.

3) Valid surrender of the shares - A company may accept the surrender ofshares

4)Cancellation of capital - A company may cancel the shares which has notbeen taken up or agreed to be taken by the person and diminish the amount

of its share capital.

5) Purchase of shares of member by the company under Section 402B. TheCompany Law Board may, on application made under Section 397 or

Section 398, order the purchase of shares or interest of any member of the

company by the company. These provisions come in force when a

prescribed number of members make a complaint to the CLB for mis-

management or oppression of the minority shareholders in the company.

6) Redemption of redeemable preference shares. Where redeemable preferenceshares are redeemed, it actually amounts to reduction of the capital.However, this does not require the sanction of the court.


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Variation of Shareholders Rights

The rights, duties and liabilities of all shareholders are clearly defined

at the time of issue of the shares. Once the rights of shareholders are fixed, theycannot be altered unless the provisions of the Companies Act for this purpose are

complied with. The rights attached to the shares of any class can be varied only

with the consent in writing of shareholders holding not less than 75 % of the issued

shares of that class or with the sanction of special resolution passed at a separate

meeting of the holders of issued shares of that class. However, the followingconditions also must be complied with:-

1) The variations of rights are allowed by the Memorandum or Articles ofAssociation of the Company.

2) In absence of such provision in the Memorandum or Articles of company,such variation must not be prohibited by the terms of issue of shares of thatclass.

Rights of Dissenting Shareholders

The rights of the shareholders who did not consent to or vote for

variation of their rights are protected by the Companies Act. If the rights of any

class of the shareholders are varied, the holders of not less than 10 per cent of the

shares of that class, being persons who did not consent to or vote in favor of

resolution for variation of their rights can apply to the court to have the variation

cancelled. Where such application is made to the court, such variation will not be

given effect unless and until it is confirmed by the court.


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Voting Rights of the Members

Every member of a public company limited by shares holding equity

shares will have votes in proportion to his share in paid up equity capital of the

company.

Generally, preference shareholders do not have any voting rights.

However, they can vote on matters directly relating to the rights attached to the

preference share capital. Any resolution for winding up of the company or for the

reduction or repayment of the share capital shall be deemed to affect directly the

rights attached to preference shares. Where the preference shares are cumulative

(in respect of dividend) and the dividend thereon has remained unpaid for an

aggregate period of two years before date of any meeting of the company, the

preference shareholders will have right to vote on any resolution. In case of non-

cumulative preference shares, preference shareholders have right to vote on everyresolution if dividend due on their capital remains unpaid, either in respect of

period of not less than two years ending with the expiry of the financial year

immediately preceding the commencement of the meeting or in respect of

aggregate period of not less than three years comprised in six years ending with the

expiry of concerned financial year.

Every equity shareholder has a right to vote at a general meeting. No

company can prohibit any member from exercising his voting right any ground

including the ground that he has not held his shares for a minimum period beforehe becomes eligible to vote. However, a members voting rights can be revoked if

that member does not make payment of calls or other sums due against him orwhere the company has exercised the right of lien on his shares.


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Further issue of the capital

1) Rights Issue of SharesIf, at any time after the expiry of 2 Years from the date ofincorporation of the company or after one year from the date of first allotment of

shares, whichever is earlier, a public company limited by shares issues further

shares within the limit of authorized capital, its directors must first offer such

shares to the existing holders of equity shares in proportion to the capital paid up

on their shares at the time of further issue. This is commonly known as "Rights

Issue of shares". The company must give notice each of the equity shareholders

giving him the option to buy the shares offered to him. The shareholders must be

informed of the number of shares he has the option to buy. He must be given at

least 15 days to decide for exercising his option. The directors must state in the

notice of the offer the fact that the shareholder also has the right to renounce theoffer in whole or part in favor of some other person. This is commonly known as"Renunciation of Rights".

If the shareholder does not inform the company of his decision to take

the shares, it is deemed that he has declined the offer. In case where the rights

shares are not taken by the shareholders, the directors of the company may dispose

of the shares in the manner they think fit.

A company may by special resolution in the general meeting decide

that the directors need not offer the shares to the existing shareholders of the equity

shares and that they may dispose them off in a manner thought fit by them. This is

known as "preferential offer of shares" where third parties or only certain

shareholders are given shares in priority over the other shareholders.

However, if a special resolution for preferential issue of shares is not

passed but merely an ordinary resolution is passed, preferential issue of shares may

be done provided sanction of the Central Government is obtained. The price at

which the preferential shares are to be offered are governed by the SEBI guidelines

in case of listed companies. Such shares cannot be issued at a price which is lessthan the higher of the following:-

The average of the weekly highs and lows of the closing prices of the shareson the stock exchange during 6 months preceding the date of issue ; or The average of the weekly highs and lows of the closing prices of the shareson the stock exchange during 2 weeks preceding the date of issue


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The above provisions of preferential allotment do not apply to

conversion of loans or debentures in equity shares provided the terms of the loan or

terms of issue of debentures give an option to convert such loans or debentures into

shares of the company. Such terms and conditions must be approved before the

issue of debenture or rising of the loan by the Central Government or must be in

conformity with the rules made by the Government for this purpose. The proposal

must be approved by the special resolution passed by Company at the general

meeting before the issue of debentures or raising of the loan. For this purpose the

Central Government has framed the Public Companies (Terms of issue of

debentures and rising of loans with option to convert such debentures or loan into

equity shares) Rules, 1977. The following is the broad gist of these rules:-

The debenture or loan is raised or issued either through private subscriptionor through issue of the prospectus to the public.

The financial institutions specified for this purpose either underwrite orsubscribe to the whole or part of the issue of debentures or sanction theraising of loan. Having regard to financial position of the company, the terms of issue ofdebentures or terms of loan (e.g. rate of interest payable on debenture and

loan the capital of the company, its liabilities and its profits during

immediately preceding five years and the current market price of shares of

the company), the conversion must be either at par and or at premium not

exceeding 25 percent of the face value of the shares.

The provisions of rights and preferential issue do not apply in thefollowing cases:-

Increase in share capital by a private company. Increase in share capital by a deemed public company.2) Issue of shares at discount

A company may issue shares at a discount i.e. at a value below its par

value. The following conditions must be satisfied in connection with the issue ofshares at a discount:-

The shares must be of a class already issued Issue of the shares at discount must be authorized by resolution passed in thegeneral meeting of company and sanctioned by the company law board. The resolution must also specify the maximum rate of discount at which theshares are to be issued


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Not less than one year has elapsed from the date on which the company wasentitled to commence the business. The shares to be issued at discount must issued within 2 months after thedate on which issue is sanctioned by the company law board or within

extended as may be allowed by the Company Law Board. The discount must not exceed 10 percent unless the Company Law Board isof the opinion that the higher percentage of discount may be allowed inspecial circumstances of case.

3) Issue of shares at premiumA company may issue shares at a premium i.e. at a value above its par

value. The following conditions must be satisfied in connection with the issue of

shares at a premium:-

The amount of premium must be transferred to an account to be called sharepremium account. The provisions of this Act relating to the reduction of

share capital of the company will apply as if the share account premium

account were paid up share capital of the company. Share premium account can be used only for the following purposes :-a. In issuing fully paid bonus shares to members.b. In Writing off preliminary expenses of the company.c. In writing off public issue expenses such as underwriting commission,

advertisement expenses, etcd. In providing for the premium payable paid on redemption of any

redeemable preference shares or debentures.

e. In buying back its shares4) Issue of bonus shares

Bonus shares are issued by converting the reserves of the company

into share capital. It is nothing but capitalization of the reserves of the company.

Bonus shares can be issued by a company only if the Articles of Association of the

company authorizes a bonus issue. Where there is no provision in this regard in thearticles, they must be amended by passing special resolution act at the general

meeting of the company. Care must be taken that issue of bonus shares does not

lead to total share capital in excess of the authorized share capital. Otherwise, the

authorized capital must be increased by amending the capital clause of the

Memorandum of association. If the company has availed of any loan from the

financial institutions, prior permission is too obtained from the institutions for


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issue of bonus shares. If the company is listed on the stock exchange, the stock

exchange must be informed of the decision of the board to issue bonus shares

immediately after the board meeting. Where the bonus shares are to be issued tothe non-resident members, prior consent of the Reserve Bank should be obtained.

Only fully paid up bonus share can be issued. Partly paid up bonus

shares cannot be issued since the shareholders become liable to pay the uncalled

amount on those shares.

5) Sweat Equity and Employee Stock OptionsSweat Equity Shares mean equity shares issued by the company to its

directors and / or employees at a discount or for consideration other than cash for

providing know how or making available the rights in the nature of intellectual

property rights or value additions.

A company may issue sweat equity shares of a class of shares alreadyissued if the following conditions are fulfilled:-

A special resolution to the effect is passed at a general meeting of thecompany The resolution specifies the number of shares, the current market price,consideration, if any, and the class of employees to whom the shares are to

be issued

At least 1 year has passed since the date on which the company becameeligible to commence business. In case of issue of such shares by a listed company, the Sweat Equity Sharesare listed on a recognized stock exchange in accordance with SEBI

regulations and where the company is not listed on any stock exchange, theprescribed rules are complied with.


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Share Certificate

A share certificate is a document issued by the company stating that

the person named therein is the registered holder of specified number of shares of a

certain class and they are paid upto the amount specified in the share certificate.The share certificate must bear the common seal of the company and also must be

stamped under the relevant stamp act. One or more directors must sign it .It should

state the name as well as occupation of the holder and number of shares, theirdistinctive number and the amount paid up.

Every company making allotment of shares must deliver the share

certificate of all shareholders within three months of allotment. In case of transfer

of shares, the share certificate must be ready for delivery within two months after

the shares are lodged with the company for transfer. If default is made in

complying with the above provisions, the company and every officer of companywho is in default is liable to punishment by way of fine which may extent to Rs500

for every day of default. The allotee must give notice to the company reminding of

its obligation and even then, if default is not made good within 10 days of the

notice, the allotee may apply to the Company Law Board for direction to the

company to issue such share certificate in accordance with the Act. Application for

this purpose must be made with the concerned regional bench of the Company Law

Board by way of petition. The petition should be accompanied by the followingdocuments:-

Copy of the letter of allotment issued by the company Documentary evidence for the allotment of the shares or debentures fortransfer Copy of the notice served on the company requiring to make good thedefault Any other correspondence Affidavit verifying the petition Bank draft evidencing payment of application fee Memorandum of appearance with the Board copy of resolution of the boardfor the executive Vakalat Nama as the case may be Companies act does notprescribe any form for share certificate.

A Shareholder must keep his share certificate in safe custody or in

case of shares which are traded in demat mode, with the depository. The company

may renew or issue a duplicate certificate if such certificate is proved to have been

lost or destroyed or having being defaced or mutilated or torn or is surrendered to


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the company. However, if the company, with the intention to defraud issues

duplicate certificate, the company shall be punishable with the fine upto Rs10000

and every officer of the company who is in default with imprisonment upto 6months or fine upto Rs10000 or both.

Once a share certificate is issued by the company, the name of the

person in whose favor it has been issued becomes the registered shareholder.

Nobody can then deny the fact of his being the registered shareholder of the

company. Similarly, if the certificate states that on each of shares a certain amounthas been paid up, nobody can deny the fact that such amount has been paid up

Transfer Vs Transmission

Transfer Transmission

1. By a deliberate act. 1. By the operation of law.

2. Requires the execution of formal

instrument of transfer.

2. Requires evidence showing

the legal entitlement.

3. There must be adequate consideration. 3. There is no question ofconsideration.

4. Stamp duty is payable. 4. Stamp duty is not payable.


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Procedure for Transmission

There are two alternatives open to the legal representative. Either he

may get himself registered as the member or he may transfer the shares to some

other person. If he chooses the first option then the company will check thegenuineness of the share certificates and the succession certificate and if satisfied

the company will delete the name of the deceased member and include the name of

the legal representative and issue fresh certificates to him.

If he chooses option two, he can follow the usual process for transfer

of shares but he has to attach one more document with it i.e., the succession

certificate. If the company refuses to register the transmission then the 'Right ofAppeal' to the Company Law Board is available to the legal representative.

Procedure for the Transfer of Shares

When a share warrant to bearer has been issued, no procedure for

transfer of such shares is to be followed. In the case of registered shares for which

a share certificate has been issued, certain legal requirements have to be complied

with, share can be transferred by a person, whose name appears in the Register of

Members; but a legal representative of a deceased member, can also transfer

shares. Oral transfers are not recognized by the Act. Transfers made duringwinding up are void unless sanctioned by the Liquidator (in case of voluntary

winding up) or by the Court (in other types of winding up). In addition to

complying with the provisions of the Articles relating to transfer of shares the

following procedure must be followed:

1) An instrument of transfer should be executed in the 'form' prescribed by theGovernment, and before it is signed by the transferor and before any entry is

made in it, it should be presented to the prescribed authority, which will stamp

the date of presentation thereon.

2) The instrument of transfer must be duly filled and signed by the transferor andthe transferee. It must also be duly dated and stamped and the relative share

certificate must be attached to it. If no such certificate has yet been issued, the

letter of allotment must be attached to the transfer form.

3) The completed transfer form along with the registration fee, if any, should bedelivered at the company's head office, for registration, either by the transferor

or the transferee


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In case of quoted shares on the stock exchange, before the first closure ofthe register of members after the stamped date, or within 12 months from

the date of such presentation, whichever is later; In the case of unlisted shares, within 2 months from the date ofpresentation to the prescribed authority. The Central Government may

extend these time periods on application to avoid hardship. The

application should be made to the Regional Director of the CLB by the

purchaser or his broker. These time limits have been prescribed to do

away with the evil of Blank Transfers.

4) Next, in case the application is made by the transferor and relates to partly paid-up shares, the company must give notice of the application to the transferee and

register the transfer only if the transferee makes no objection to transfer within

2 weeks from the receipt of the notice. No response from transferee shall be

presumed his consent for registration. No such consent need be given where theapplication for registration of transfer is made by the transferee himself, but in

order to be sure that the instrument of transfer is genuine, a notice should be

sent to the transferor, informing him about the lodgment of the instrument of

transfer and stating that if no objection is raised within the specified time, the

company will proceed to register the transfer.

5) If no objection is received either from the transferor or transferee within thespecified time, then the work of registration of transfer is taken up. Now the

secretary enters the details of the transfer in the Register of Transfers.

6) The secretary then convenes a meeting of the Board of Directors and placesbefore it the Instruments of Transfer along with the share certificates and the

Register of Transfers for their approval. If satisfied, the Board passes a

resolution approving the transfer(s).

7) After all the steps have been duly complied with, the company registers thetransfer by striking off the transferor's name from the Register of Members and

entering the name of the transferee in its place. An endorsement is made on the

back of the share certificate, recognizing the transferee as the new holder for it

and the same is issued to the transferee within 2 months of the date of lodgment

of the transfer. A listed company is, required to issue Certificates within 1

month. The procedural requirements associated with transfer, shall not apply tothe transfer affected by the transferor and transferee who have availed theservices of 'depository' since there is no need of executing a transfer deed.


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Management

1) Management in all business and organizational activities is the act of gettingpeople together to accomplish desired goals and objectives using available

resources efficiently and effectively. Management comprises planning,organizing, staffing, leading or directing, and controlling an organization (a

group of one or more people or entities) or effort for the purpose of

accomplishing a goal. Resourcing encompasses the deployment and

manipulation of human resources, financial resources, technological

resources and natural resources.

2) Since organizations can be viewed as systems, management can also bedefined as human action, including design, to facilitate the production of

useful outcomes from a system. This view opens the opportunity to 'manage'

oneself, a pre-requisite to attempting to manage others.

Nature of Managerial Work

In for-profit work, management has as its primary function the

satisfaction of a range ofstakeholders. This typically involves making a profit (for

the shareholders), creating valued products at a reasonable cost (for customers) and

providing rewarding employment opportunities (for employees). In nonprofit

management, add the importance of keeping the faith of donors. In most models ofmanagement/governance, shareholders vote for the board of directors, and the

board then hires senior management. Some organizations have experimented with

other methods (such as employee-voting models) of selecting or reviewingmanagers; but this occurs only very rarely.

In the public sector of countries constituted as representative

democracies, voters elect politicians to public office. Such politicians hire many

managers and administrators, and in some countries like the United States political

appointees lose their jobs on the election of a new president/governor/mayor.
http://en.wikipedia.org/wiki/Objective_(goal)http://en.wikipedia.org/wiki/Planninghttp://en.wikipedia.org/wiki/Organizinghttp://en.wikipedia.org/wiki/Human_resourceshttp://en.wikipedia.org/wiki/Leadershiphttp://en.wikipedia.org/wiki/Control_(management)http://en.wikipedia.org/wiki/Organizationhttp://en.wikipedia.org/wiki/Resourcinghttp://en.wikipedia.org/wiki/Human_resourceshttp://en.wikipedia.org/wiki/Financialhttp://en.wikipedia.org/wiki/Technologicalhttp://en.wikipedia.org/wiki/Natural_resourceshttp://en.wikipedia.org/wiki/Systemshttp://en.wikipedia.org/wiki/Stakeholder_(corporate)http://en.wikipedia.org/wiki/Governancehttp://en.wikipedia.org/wiki/Board_of_directorshttp://en.wikipedia.org/wiki/Public_sectorhttp://en.wikipedia.org/wiki/Representative_democracyhttp://en.wikipedia.org/wiki/Representative_democracyhttp://en.wikipedia.org/wiki/United_Stateshttp://en.wikipedia.org/wiki/United_Stateshttp://en.wikipedia.org/wiki/Representative_democracyhttp://en.wikipedia.org/wiki/Representative_democracyhttp://en.wikipedia.org/wiki/Public_sectorhttp://en.wikipedia.org/wiki/Board_of_directorshttp://en.wikipedia.org/wiki/Governancehttp://en.wikipedia.org/wiki/Stakeholder_(corporate)http://en.wikipedia.org/wiki/Systemshttp://en.wikipedia.org/wiki/Natural_resourceshttp://en.wikipedia.org/wiki/Technologicalhttp://en.wikipedia.org/wiki/Financialhttp://en.wikipedia.org/wiki/Human_resourceshttp://en.wikipedia.org/wiki/Resourcinghttp://en.wikipedia.org/wiki/Organizationhttp://en.wikipedia.org/wiki/Control_(management)http://en.wikipedia.org/wiki/Leadershiphttp://en.wikipedia.org/wiki/Human_resourceshttp://en.wikipedia.org/wiki/Organizinghttp://en.wikipedia.org/wiki/Planninghttp://en.wikipedia.org/wiki/Objective_(goal)


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Accountancy

Accountancy is the process of communicating financial information

about a business entity to users such as shareholders and managers. The

communication is generally in the form offinancial statements that show in moneyterms the economic resources under the control of management; the art lies in

selecting the information that is relevant to the user and is reliable. The principles

of accountancy are applied to business entities in three divisions of practical art,named accounting, bookkeeping, and auditing

.

Accountancy is defined by the Oxford English Dictionary (OED) as

"the profession or duties of an accountant".

Accounting is defined by the American Institute of Certified Public

Accountants (AICPA) as "the art of recording, classifying, and summarizing in asignificant manner and in terms of money, transactions and events which are, in

part at least, of financial character, and interpreting the results thereof."

Accounting is thousands of years old; the earliest accounting records,

which date back more than 7,000 years, were found in Mesopotamia (Assyrians).

The people of that time relied on primitive accounting methods to record the

growth of crops and herds. Accounting evolved, improving over the years andadvancing as business advanced.

Early accounts served mainly to assist the memory of thebusinessperson and the audience for the account was the proprietor or record

keeper alone. Cruder forms of accounting were inadequate for the problems

created by a business entity involving multiple investors, so double-entry

bookkeeping first emerged in northern Italy in the 14th century, where trading

ventures began to require more capital than a single individual was able to invest.
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Meetings

An act or process of coming together as an assembly for a common

purpose.

A meeting is a gathering of two or more people that has been

convened for the purpose of achieving a common goal through verbal interaction,

such as sharing information or reaching agreement. Meetings may occur face to

face or virtually, as mediated by communications technology, such as a telephone

conference call, a skyped conference call or a videoconference.

Thus, a meeting may be distinguished from other gatherings, such as a

chance encounter (not convened), a sports game or a concert (verbal interaction is

incidental), a party or the company of friends (no common goal is to be achieved)

and a demonstration (whose common goal is achieved mainly through the numberof demonstrators present, not verbal interaction and the consumption of

doughnuts).

Commercially, the term is used by meeting planners and other

meeting professionals to denote an event booked at a hotel, convention center or

any other venue dedicated to such gatherings. In this sense, the term meeting

covers a lecture (one presentation), seminar (typically several presentations, small

audience, one day), conference (mid-size, one or more days), congress (large,

several days), exhibition or trade show (with manned stands being visited by

passers-by), workshop (smaller, with active participants), training course, team-

building session and kick-off event.
http://en.wikipedia.org/wiki/Conference_callhttp://en.wikipedia.org/wiki/Conference_callhttp://en.wikipedia.org/wiki/Skypehttp://en.wikipedia.org/wiki/Videoconferencinghttp://en.wikipedia.org/wiki/Videoconferencinghttp://en.wikipedia.org/wiki/Skypehttp://en.wikipedia.org/wiki/Conference_callhttp://en.wikipedia.org/wiki/Conference_call


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Types of Meetings

This article contains embedded lists that may be poorly defined, unverified or

indiscriminate. Meetings are often held in conference rooms

Common types of meeting include:

Investigative Meeting, generally when conducting a pre-interview, exitinterview or a meeting among the investigator and representative Work Meeting, which produces a product or intangible result such as adecision Staff meeting, typically a meeting between a manager and those that reportto the manager Team meeting, a meeting among colleagues working on various aspects of ateam project Ad-hoc meeting, a meeting called for a special purpose Management meeting, a meeting among managers Board meeting, a meeting of the Board of directors of an organization One-on-one meeting, between two individuals Off-site meeting, also called "offsite retreat" and known as an Awaydaymeeting in the UK Kickoff meeting, the first meeting with the project team and the client of theproject to discuss the role of each team member Pre-Bid Meeting, a meeting of various competitors and or contractors tovisually inspect a jobsite for a future project. The meeting is normally hosted

by the future customer or engineer who wrote the project specification to

ensure all bidders are aware of the details and services expected of them.

Attendance at the Pre-Bid Meeting may be mandatory. Failure to attend

usually results in a rejected bid
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Meeting Frequency Options

Training meeting about sustainable design. The photo shows a

training meeting with factory workers in a stainless steel ecodesign company fromRio de Janeiro, Brazil. This meeting is a recurring type that occurs every two

weeks

Since a meeting can be held once or often, the meeting organizer has

to determine the repetition and frequency of occurrence of the meeting. Optionsgenerally include the following:

A one-time meeting is the most common meeting type and covers events

that are self-contained. While they may repeat often, the individual meeting is the

entirety of the event. This can include a 2006 conference. The 2007 version of theconference is a stand-alone meeting event.

A recurring meeting is a meeting that recurs periodically, such as an

every Monday staff meeting from 9:00AM to 9:30 AM. The meeting organizer

wants the participants to be at the meeting on a constant and repetitive basis. A

recurring meeting can be ongoing, such as a weekly team meeting, or have an end

date, such as a 5 week training meeting, held every Friday afternoon.

Aseries meeting

is like a recurring meeting, but the details differ frommeeting to meeting. One example of a series meeting is a monthly "lunch and

learn" event at a company, church, club or organization. The placeholder is the

same, but the agenda and topics to be covered vary. This is more of a recurring

meeting with the details to be determined.
http://en.wikipedia.org/wiki/Sustainable_designhttp://en.wikipedia.org/wiki/Stainless_steelhttp://en.wikipedia.org/wiki/Ecodesignhttp://en.wikipedia.org/wiki/Rio_de_Janeirohttp://en.wikipedia.org/wiki/Brazilhttp://en.wikipedia.org/wiki/File:Training_meeting_in_a_ecodesign_stainless_steel_company_in_brazil.JPGhttp://en.wikipedia.org/wiki/File:Training_meeting_in_a_ecodesign_stainless_steel_company_in_brazil.JPGhttp://en.wikipedia.org/wiki/File:Training_meeting_in_a_ecodesign_stainless_steel_company_in_brazil.JPGhttp://en.wikipedia.org/wiki/File:Training_meeting_in_a_ecodesign_stainless_steel_company_in_brazil.JPGhttp://en.wikipedia.org/wiki/Brazilhttp://en.wikipedia.org/wiki/Rio_de_Janeirohttp://en.wikipedia.org/wiki/Ecodesignhttp://en.wikipedia.org/wiki/Stainless_steelhttp://en.wikipedia.org/wiki/Sustainable_design


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Conclusion

The Companies Act 2006 (c 46) is an Act which forms the primary

source of company law. It had the distinction of being the longest in British

Parliamentary history: with 1,300 sections and covering nearly 700 pages, andcontaining 16 schedules (The list of contents is 59 pages long) but it has since beensuperseded, in that respect, by the Corporation Tax Act 2009.

The Act was brought into force in stages, with the final provision

being commenced on 1 October 2009. It superseded the Companies Act 1985.

The Act provides a comprehensive code of company law for the

United Kingdom, and made changes to almost every facet of the law in relation to

companies. The key provisions are:

The Act codifies certain existing common law principles, such as those relatingto directors' duties. It implements the European Union's Takeover and Transparency ObligationsDirectives. It introduces various new provisions for private and public companies. It applies a single company law regime across the United Kingdom, replacingthe two separate (if identical) systems for Great Britain and Northern Ireland. It otherwise amends or restates almost all of the Companies Act 1985 tovarying degrees.
http://en.wikipedia.org/wiki/Act_of_Parliamenthttp://en.wikipedia.org/wiki/UK_company_lawhttp://en.wikipedia.org/wiki/Corporation_Tax_Act_2009http://en.wikipedia.org/wiki/Companies_Act_1985http://en.wikipedia.org/wiki/Common_lawhttp://en.wikipedia.org/wiki/Board_of_directors#Dutieshttp://en.wikipedia.org/wiki/European_Unionhttp://en.wikipedia.org/wiki/Takeoverhttp://en.wikipedia.org/wiki/European_Union_directivehttp://en.wikipedia.org/wiki/Private_limited_companyhttp://en.wikipedia.org/wiki/Public_companyhttp://en.wikipedia.org/wiki/Public_companyhttp://en.wikipedia.org/wiki/Private_limited_companyhttp://en.wikipedia.org/wiki/European_Union_directivehttp://en.wikipedia.org/wiki/Takeoverhttp://en.wikipedia.org/wiki/European_Unionhttp://en.wikipedia.org/wiki/Board_of_directors#Dutieshttp://en.wikipedia.org/wiki/Common_lawhttp://en.wikipedia.org/wiki/Companies_Act_1985http://en.wikipedia.org/wiki/Corporation_Tax_Act_2009http://en.wikipedia.org/wiki/UK_company_lawhttp://en.wikipedia.org/wiki/Act_of_Parliament

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