• Characteristicsfeatures of business

• Features and evaluation of Sole Proprietorship

• Partnership
• Joint-Stock Companies
• Public Enterprises and their types
•Changing Business Environment in Post-Liberalization scenario
CHIEF CHARACTERISTICS OF BUSINESS
FORMS OF BUSINESS
ORGANIZATION
⚫ The following are the forms of business
organization based on ownership:

⚫ (a) Sole trader or Proprietorship

⚫ (b) Partnership

⚫ (c) Joint Stock Company

⚫ (d) Co-operative society

(a) Sole Trader or
Proprietorship
⚫ The sole trader is the simplest, oldest and natural form
of business organization.

⚫ It is also called sole proprietorship.

⚫ ‘Sole’ means one; ‘Proprietor’ means owner

⚫ ‘Sole Trader or Proprietor’ implies that there is

only one trader who is the owner of the business
 Features of Sole Trader or
Proprietor
⚫ It is easy to start a business under this form and also easy
to close.

⚫ He introduces his own capital.

⚫ He enjoys all the profits and in case of loss, he alone suffers.

⚫ He has unlimited liability which implies that his liability

extends to his personal properties in case of loss.

⚫ Little legal hassles to be observed by a sole trader. Except in

such business where licenses are required for ex: Medical
shops, Hotels and etc.
Continued..
⚫ All is he and he is all in all.

⚫ Business secrets can be guarded well.

⚫ Total operational freedom. He is owner, manager and

controller.

⚫ He can take decisions very fast and implement them

promptly.

⚫ High degree of flexibility to shift from one business to the

other.
 Sole Trader (or) Proprietorship Advantages and
⚫ DISADVANTAGES
⚫Disadvantages
ADVANTAGES

1. Easy to start & easy to close 1. Unlimited Liability

2. Personal contact with customers

directly 2. Limited amount of Capital

3. Prompt decision making 3. No Division of Labor

4. High degree of flexibility 4. Uncertainty

5. Secrecy
5. Inadequate for growth and expansion
6. Low rate of taxation
6. Lack of specialization
7. Direct motivation
7. More Competition
8. Minimum interference from
government
8. Low Bargaining Power
9. Total control
 PARTNERSHIP
⚫ When there are like-minded persons with resources, they
can come together to do the business and share the
profits/losses of the business in an agreed ratio.

⚫ Persons who have entered into such an agreement are

individually called ‘partners’ and collectively called
‘firm’

⚫ The relationship among partners is called ‘partnership’.

⚫ Indian Partnership Act, 1932 defines partnership as the

relationship between two or more persons who agree to
share the profits of the business carried on by all or any
 Features of Partnership
⚫ Relationship: Relationship among person based on
agreement.

⚫ Two or more person: There should be two or more persons.

⚫ There should be a business: Business should be conducted.

⚫ Agreement: Persons should agree to share the profits/losses

of the business.

⚫ Carried on by all or any one of them acting for all: Business

can be carried on by one person who is called the agent for
all the other person and the partnership is called
 Other Features
⚫ Unlimited Liability: The liability of the partners is unlimited. The partnership
and partner, in the eye of law are not different but one and same. Hence, the
partners have to bring their personal assets to clear the losses of the firm.

⚫ Number of Partners: According to the Indian Partnership Act, minimum 2

partners in both banking and non banking business and maximum 10 partners
in banking and 20 partners in non-banking business.

⚫ Division of labour: Because there are more than two persons, the work can be
divided among the partners based on their aptitude.

⚫ Personal Contact with customers: The partners can continuously be in

touch with the customers to monitor their requirements.

⚫ Flexibility: All the partners are likeminded persons and hence they can take
any decision relating to business.
 Other Features (Continued)…
⚫ Joint and Several Liability: All the partners are
equally responsible

⚫ Implied Authority: The act of every partner is deemed to be

an act of the firm. Hence he has to take the consent of other
partners before taking any decision.

⚫ Transferability of share/interest: The partners

cannot transfer their share/interest in partnership in
the firm to others without the consent of the other
partners.

⚫ Dissolution: the closure of partnership is called

‘dissolution’.
When any of the partners die, becomes insolvent or
 What is a Partnership Deed?
⚫ The written agreement among the partners is called ‘the partnership deed’.
It contains the terms & conditions governing the working of partnership.
⚫ It contains :
⚫ 1. Names & Addresses of the firm and partners

⚫ 2. Nature of business proposed.

⚫ 3. Amount of capital of the partnership and the ratio for contribution by each of the
partners

⚫ 4. Duration of business

⚫ 5. Their profit sharing ratio (used for sharing losses also)

⚫ 6. Procedure for dissolution of firm

⚫ 7. The amount of salary or commission payable to any partner

⚫ 8. special rights, obligations and liabilities of partner(s) if any.

 Kinds of Partners
⚫ Active Partner: Actively takes part in the affairs of the
partnership.

⚫ Sleeping Partner: Contributes capital but doesn’t take

part in the affairs of the partnership.

⚫ Nominal Partner: Nominal partner is partner just for

namesake. He neither contributes to capital nor takes
part in the affairs of business. People with good business
connections and well placed people in the society are
chosen.
 Kinds of Partners
⚫ Partner by Estoppel: Partner by Estoppel gives an impression to
(Continued)…
outsiders that he is the partner in the firm. In fact he neither
contributes to capital, nor takes any role in the affairs of the
partnership. Because he has misled the outsiders, partner by estoppel is
held liable for the claims, if any, of the outsiders.

⚫ Partner by Holding out: If partners declare a particular person

(having social status) as partner and this person does not contradict
even after he comes to know such declaration, he is called a partner by
holding out and he is liable for the claims of third parties.

⚫ Minor Partner: Minor has a special status in the partnership. A

minor can be admitted for the benefits of the benefits of the firm. A
minor is entitled to his share of profits of the firm. The liability of a
minor partner is limited to the extent of this contribution of the
capital of the firm.
 (c) Joint Stock Companies
⚫ A joint stock company is described as a voluntary association
of persons recognized by law, having a distinct name, a
common seal, formed to carry on business for profit, with
capital divisible into transferable shares, limited
liability, corporate body and perpetual succession.

⚫ In brief, it is like an artificial person created by law with

perpetual succession and common seal.

⚫ Section 3 (1) of the Companies Act, 1956 defines a company as

“COMPANY FORMED AND REGISTERED UNDER THE
ACT”
 Features of Joint-Stock Companies:
⚫ Artificial Person: The company has no form or shape. It is
an artificial person created by law. It is intangible, invisible
and existing only in the eyes of law.

⚫ Separate legal existence: It has an independent

existence. It is separate from its members. It can acquire
the assets. It can sue others if they are in default in
payment of
dues, breach of contract with it, if any. Similarly, it can be
sued by outsiders for any claim. A Shareholder is not liable
for the acts of the company.

⚫ Voluntary Association of persons: The company is an

association of voluntary association of person who want to
carry on business for profit. To carry on business, the y need
 Features of Joint-Stock Company
(Continued)…
⚫ Limited Liability: The Shareholders have limited liability
i.e., liability limited to the face value of the shares held by
him.

⚫ Capital is divided into shares: The total capital of the

company is divided into units. Each unit is called a share.
The price of each share is priced so low that every
investor would like to invest in the company.

⚫ Transferability of shares: In the company f0rm of

organization, the shares can be transferred from one
person to another. A share holder of a public compnay
can sell his holdings of shares. However, a share holder of
a privat company can not sell his holdings of shares.
 Features of Joint-Stock Company
(Continued)…
⚫ Common seal: As the company is an artificial
person created by law has no physical for, it cannot
sign its name on a paper. So, it has a common seal on
which its name is engraved. Every document or
contract should be affixed by the common seal,
otherwise the company is not bound by such a
document or contract.

⚫ Perpetual Succession: Members may come and

members may go, but the company continues for
ever and ever.
 Features of Joint-Stock Company
(Continued)…
⚫ Ownership and Management separated: The
shareholders are spread over the length and breadth of the
country, and sometimes, they are from different parts of
the world. To facilitate administration, the shareholders
elect some among themselves or the promoters of the
company as directors to a board, which looks after the
management of the business.

⚫ Winding Up: Winding up refers to the putting an end to

the company. Because law creates it, only law can put an
end to it in special circumstances such as representation
from creditors or financial institutions. The company is not
affected by the death or insolvency of any of its members.
 Kinds of Companies:
I. Kinds of companies based on incorporation:
⚫ 1. Chartered Company
⚫ 2. Statutory Corporation
⚫ 3. Registered Company

II. Kinds of companies based on public interest:

⚫ 1. Private Limited Company
⚫ 2. Public Company

III. Kinds of companies based on liability:

⚫ 1. Unlimited Company
⚫ 2. Limited Company
⚫ 3. Companies limited by guarantee

IV. Kinds of companies based on interest:

⚫ 1. Holding Company
⚫ 2. Subsidiary Company

V. Kinds of Companies based on nationality:

⚫ 1. Foreign Company
⚫ 2. Indian Company
 Kinds of companies based on incorporation:
⚫ Chartered Company: Created by the Royal Charter of the
state. Charter contains the rights, privileges, powers etc..
Example: British East India Company formed in England in
1600 to trade with India and East.

⚫ Statutory Corporation: Created by an Act of the

state legislature or parliament. The
objective, scope, powers, responsibilities are clearly defined
by the act. Example: Industrial Development Bank of India
(IDBI), Food Corporation of India (FCI), APSRTC.

⚫ Registered Company: A registered company is one that is

registered under Indian Companies Act, 1956. A Registered
Company may be public limited company, private limited
company, government company, company limited by
guarantee or unlimited company.
 Kinds of Companies based on public
interest:
⚫ Private Limited Company: According to sec. 3 of
Indian Companies Act, a private company means a
company that has a minimum paid up capital of
one lakh rupees or such higher paid up capital as
may be prescribed, and by its articles
(a) Restricts the right of transfer its shares, if any
(b) Limits the number of its members to fifty
(c) Prohibits any invitation to the public to
subscribe any shares in or debentures of, the
company
(d) The name of a private company should
necessarily end with the words ‘private limited’
 Kinds of Companies based on Public
interest:
⚫ Public Company: This means a company that
(a) Is not a private company
(b) has a minimum paid up capital of five lakh rupees or
such higher paid up capital, as may be prescribed.
(c) Can have any number of members but
minimum, there should be seven members
(d) Can issue the prospectus to raise the capital
(e) The name of the public company ends with the
word ‘limited (Ltd.)
 Distinction between Public company and Private company:
Points of difference Public Company Private Company
1. Minimum and Minimum 7 Minimum 2
Maximum number of Maximum: Unlimited Maximum: 50
members
2. Transfer of Shares No restrictions Restricted
3. Issue of Prospectus Prospectus can be issued Prohibited from issue of
Prospectus
4. Acceptance of deposits Can Accept Prohibited from accepting
deposits from public.
However, it can accept
deposits from its
members, directors or
their relatives
5. Minimum Paid up Rs. 5 lakh or higher, as Rs. 1 lakh or higher, as
Capital prescribed prescribed
 Kinds of companies based on public interest:
⚫ Government Company: Section 617 of Indian
Companies Act, 1956 defines a government company as
“any company in which not less than 51 percent of
paid- up share capital is held by central government,
or by any state government.
⚫Example: National Thermal Power Corporation (NTPC)
Bharat Heavy Electricals (BHEL)
Hindustan Machine Tools (HMT)
Steel Authority of India (SAIL)
 Kinds of Companies based on Liability:
⚫ Unlimited Company: An unlimited company is a
company in which the liability of every member is
unlimited. This implies that the personal property of
every member is also liable for the debts of the company.
Unlimited Companies are rarely found in practice even
though as per Indian Companies Act, Unlimited
Companies can be incorporated.
⚫ Limited Company: A company is said to be limited
liability company where the liability of its member is
limited by the unpaid amount on the shares
respectively held by them.

⚫ Companies Limited by Guarantee: A Company is said

to be limited by guarantee where the liability of the
members is limited to such an amount as they agreed upon
to contribute to the assets of the company in event of being
wound up.
Kinds of companies based on controlling
interest:

⚫ Holding Company: A Holding company is a

company that controls the composition of the board
of directors of another company or holds more than
half of the nominal value of the equity share capital of
another company.

⚫ Subsidiary Company: A Subsidiary company is that

company that is controlled by the holding company.
Formation of a joint stock company (or) Procedure
for incorporation of company:
⚫ There are two stages in the formation of a joint
stock company. They are:
⚫ (A) To obtain Certificate of Incorporation
⚫ (B) To obtain Certificate of Commencement of
business
- The Certificate of Incorporation is just like a ‘date of
birth’ certificate. It certifies that a company with such
a name is born on a particular date
- Where as, Certificate of Commencement of Business
authorizes a public company to start its commercial
operations officially.
(Continued)
…
⚫ A private company can start it’s commercial
operations immediately after obtaining a Certificate
of Incorporations.
⚫ However, A Public Company has to obtain a Certificate
of Commencement of Business to start commercial
operations
⚫ The persons who conceive the idea of starting a
company and who organize the necessary initial
resources are called Promoters. The vision of the
promoters form the backbone for the company.
Obtaining Certificate of
Incorporation:
⚫ The promoters have to file the following
documents, along with necessary fee, with the
Registrar of Joint Stock Companies to obtain
Certificate of Incorporation.
⚫ (a) Memorandum of Association
⚫ (b) Articles of Association
⚫ (c) Prospectus
 (a) Memorandum of
⚫ Association:
Also called the charter or constitution for the company.
⚫ It lays down in precise and clear terms the objectives of the
company, defines the scope of its operations and its relations
with the investors and outside world.
⚫ The contents of Memorandum of Association are classified
into six clauses. They are:
⚫ (i) Name Clause
⚫ (ii) Registered or Situation Clause
⚫ (iii) Objects Clause
⚫ (iv) Liability Clause
⚫ (v) Capital Clause
⚫ (vi) Subscription Clause
 (b) Articles of
Association:
⚫ Articles of Association contains the rules of
procedure for internal management and control of
the affairs of the company.
⚫ It is concerned with the procedural matters in
conducting the routine matters of the
company.
⚫ It supplements the Memorandum of Association
and hence it cannot include that which is
prohibited by Memorandum
⚫ The Memorandum of Association – Relationship of
the company with outsiders Whereas, The Articles of
Association – Rules of procedure in the internal
 Contents of Articles of
Association:
⚫ Amount of share capital and different types of
capital
⚫ Methods of increase, reduce or alter capital
⚫ Different types of shares, their
respective rights, conversion of shares
⚫ Procedure in respect of transfer and transmission
of shares
⚫ Procedure in conducting board meetings and
general body meetings
⚫ Powers, rights and duties of directors in board
⚫ Procedure in appointment and removal of a director
⚫ Remuneration of directors
 (c) Prospectus
⚫ Prospectus is the first and basic document that
supports the structure of the company. An investor
will go through prospectus to assess the feasibility of
his investment in the company.

⚫ It is generally defined as a
‘notice, circular, advertisement that discloses full
information relating to the amount of shares
issued, the rights attached to each type of shares
issued etc..
Contents of Prospectus:
⚫ The following are the contents of the prospectus:
⚫ (a) The name of the company and addresses of its
registered office
⚫ (b) the nature and business of the company
⚫ (c) the main objectives of the company
⚫ (d) the number and types of shares and debentures issued in
the past
⚫ (e) the list of promoters with their names, addresses
⚫ (f) the list of directors with their names, addresses
and occupations
⚫ (g) Opening and closing date of public offer
⚫ (h) details of the brokers, underwriters, merchant bankers etc.
⚫ (i) Rights and restrictions as applicable to each class of shares.
⚫ (j) Minimum number of shares to be applied and how much is
 ADVANTAGES OF JOINT STOCK
⚫ Mobilization
COMPANY: of larger resources
⚫ Separate legal entity
⚫ Limited Liability
⚫ Transferability of shares
⚫ Liquidity of investment
⚫ Inculcates the habit of savings and investments
⚫ Democracy in management
⚫ Economies of large scale production
⚫ Continued existence
⚫ Institutional Confidence
DISADVANTAGES OF JOINT – STOCK
COMPANIES:

⚫ Formation of company is long drawn procedure

⚫ High degree of government interference
⚫ Inordinate delays in decision making
⚫ Oligarchy in management
⚫ Lack of initiative
⚫ Lack of responsibility and commitment
⚫ Conflicting interests
⚫ Lobbying with government departments
⚫ Higher taxes
 PUBLIC SECTOR ENTERPRISES
⚫ A Public sector enterprise or a public enterprise is one
which is owned, managed and controlled by the
Central Government or any State Government or any
Local Authority.

⚫ They are also called as “Public Undertakings” or “Public

Sector Undertakings”.

⚫ The forms of organizing enterprises are as follows:

(a) Department Undertaking
(b) Public Corporations
(c) Government Companies
Objectives of Public Enterprises:
⚫ To achieve rapid economic development through
industrial growth in accordance with the development
plans.

⚫ To channelize resources in the best possible manner

for economic growth.

⚫ To ensure balanced regional development of industry and trade.

⚫ To prevent the growth of monopoly and monopolistic

tendencies in the private sector.

⚫ To control the prices of essential consumer goods in the market

to prevent public hardship.

⚫ To secure public welfare and to reduce inequalities in

 Departmental Undertakings
⚫ Departmental Undertakings is a public enterprise which is
organized, controlled and financed by the government. For Ex: Post &
Telegraphs, Railways etc.

FEATURES OF DEPARTMENTAL UNDERTKINGS:

1. Formation: Created by government attached to a particular ministry

2. No Separate Legal Entity: Cannot sue & Cannot be sued

without government’s consent.

3. Management & Control: Managed & Controlled by the

concerned ministry of the government.

4. Finance: Financed by government

5. No Borrowing Power

6. No Authority to use revenue: Revenues are paid into the treasury.

 Public Corporation:
⚫ Public corporation is an autonomous organization, which is established by
a Special Act of the Center or State Legislature. This Special Act defines its
powers, duties, functions. It is also known as Statutory Corporation. Ex:
LIC, Air India, SBI etc.

FEATURES OF PUBLIC CORPORATION:

⚫ Formation: Created by a special act of central or state legislature

⚫ Separate Legal Entity: Has a separate legal entity.

⚫ Management and Control: Managed by Board of Directors which is

constituted according to the provisions of the Special Act.

⚫ Finance: Financed by Government

⚫ Borrowing Powers: Has the power to borrow funds from govt

⚫ Authority to use Revenue: can use revenue to meet its expenditure

 Government Company:
⚫ A Government company is a company in which at least 51 %
of the paid up share capital are held by:
(a) Central Government (b) State Government (c) Partly by
central
and partly by one or more state governments
Government Company includes HMT, BHEL etc.

FEATURES OF GOVERNMENT COMPANY:

1 Formation: formed complying with the provisions of companies
Act of 1956
2. Separate Legal Entity: It has a separate legal entity
3. Management & Control: Managed by Board of
Directors elected by shareholders
4. Ownership: 51% Ownership by State, Central or both
5. Finance: Funded by government or public
6. Has borrowing Powers
7. Power to use Revenue
 Forms of Public Enterprises: Features at a Glance
Features Departmental Public Government Company
Undertaking Corporation
1. Formation Executive Order of Statute of Registered under
Govt Parliament or Companies Act, 1956
State Legislature
2. Legal Position An extension to a Separate legal Separate legal entity
govt department entity
3. Finances Budget of the Government Govt provides a minimum
concerned ministry Provides the initial of 51% of capital and the
capital balance is raised from
public

4. Degree of Nil Fairly Good High

Autonomy
5. Power to Manned by govt It can recruit its It can recruit its own staff
recruit staff employees and civil own staff
servants
Forms of Public
Enterprises
Features Departmental Public Government
Undertaking Corporation Company
6. Control Controlled by the Government Government
Mechanism officials of the nominates the appoints the
concerned directors directors
Ministry
7. Power to borrow It can borrow It can borrow from It can borrow from
subject to prior government and government and
approval of also from public also from public
government
8. Flexibility Nil. It has to More flexibility in Total flexibility. It
adhere to the rules its internal can frame its own
and regulations of operations within rules and
the ministry the framework of regulation
the statute