Professional Documents
Culture Documents
Nature of a company:
A Company, in common parlance
means a group of persons
associated together for the
attainment of a common end.
Definition of a Company
A Company is defined as an
artificial person created by Law
with perpetual succession and
a common seal.
Characteristics of a Company
Registered Companies:
These are companies which are formed and
registered under the companies Act 1956.
2. On the basis of liability
1) Companies with liability may be:
a. Companies limited by shares or
b. Companies limited by guarantee
Cont……
d
3. Unlimited Companies: A Company without
limited liability is known as company with
unlimited liability. In such a company every
member is liable for the debts of the company
as in a partnership is proportion to his interest
in the company.
III On the basis of Number of members.
Cont……d
3.Minimum capital:-
A public company must have a minimum of
Rs. 5, 00,000 as capital.
A private limited company must have a minimum
capital of Rs. 1,00,000/-
4. Number of Directors:-
A public company must have at least 3
directors whereas private directors must have 2
directors.
5. Restriction on appointment on directors:-
In the case of public company the directors
must file wit the Registrar consent to act the directors or
sign as undertaking for their qualification shares. The
directors of a private company need not to do so.
Cont……d
7.Transferability of shares or debentures:-
In a public company the shares and
debentures
are freely transferable. In a private company
the right to transfer shares and debentures is
restricted by the articles.
8.Special privileges:-
A private company enjoys some special
privileges. A public company enjoys no such
privileges.
9.Quorum:-
If the articles of a company do not provide for a
larger Quorum, five members personally present in
the case of Public company is Quorum for a
meeting of the company. It is 2 in the case of
private company.
10.Managerial remuneration:-
Total Managerial Remuneration in a public
company cannot exceed 11% on the net profits. No
such restriction applies to a private company.
IV On the basis of control.
Subsidiary company:
A company is known as a subsidiary of another
company
when control is exercised by the latter (called
holding company) over the former called a
subsidiary
company.
V On the Basis of ownership:
Cont……d
11. Voting rights of members, voting & poll, proxies
12. Directors, their appointment, remuneration,
qualifications, powers & proceedings of board of
directors.
13. Manager
14. Secretary
15. Dividends & reserves.
16. Accounts, audit & borrowing powers.
17. Capitalization of profits.
18. Winding up.
Distinction between Memorandum of
Association & Articles of Association
Rescission of contract Claim for damages Damages Compensation under Damages for non-
sec. 62 with sec. 56 compliance
1. Membership by subscription
2. Membership by application & registration
3. Membership by beneficial ownership
4. Membership by qualification shares
CESSATION OF MEMBERSHIP
Directors as agents:-
Directors are not prevented from being employees by entering into a contract
of employment with the company.
For certain matters under the Companies Act, the directors are treated as
officers of the company.
The shareholders,
Cont……d
Voluntary Winding up
Cont……
d
Types of partners.
Cont……d
Types of partners.
• Minor partner. With the consent of all the partners
for
the time being, a minor may be admitted to the
benefits of partnership. A minor partner has a right
to such share of the property and of the profits of
the firm as may have been agreed upon. He has
also a right to have assess to and to inspect and
copy any of the accounts but not the books, of the
firm. His liability is, however, confined only to the
extent of his share in the profits and property of
the firm. He may, at any time within six months of
his attaining majority, give public notice that he
has elected to
• Become, or
• Not to become a partner in the firm. If he fails
to give a public notice, he is deemed to have
become a partner in the firm on the expiry of the
said six months.
RECONSTITUTION OF A FIRM
• Introduction of a new partner (Sec. 31).
Subject to contract between the partners, no
person can be introduced as a partner into a
firm without the consent of all the existing partners. An
incoming partner is not liable for any act of the firm done
prior to his admission
• Retirement of a partner (Sec. 32).A partner may retire
from a firm with the consent of all the other partners.
Where the partnership is at will, a partner may retire by
giving notice in writing to all the other partners of his
intention to retire
• Explusion of partner (Sec. 38). A majority
of partners can expel a partner only if such
power is conferred by contract
between the partners, and the power is
exercised bona fide by the majority of
partners.
Cont……d
• Insolvency of a partner (Sec. 34).
where a partner in a firm is adjudicated
insolvent, he ceases to be a partner on the
date on which the order of adjudication is
made, whether or not the firm is thereby
dissolved.
• Death of a partner [Sec. 42 (c)]. Subject to
contract between the partners, a firm is
dissolved by the death of a partner.
Dissolution of Firm
Sovereignty
Sovereign Immunity
Act of State
Extraterritoriality
Sovereignty And Independence of State
Sovereignty is a legal term signifying the supreme power
by which any state is governed. It denotes in ordinary
parlance the unrestricted power of self-determination by
the individual state of its external and domestic affairs.
‘Austin’ termed sovereignty as essential, indivisible and
illimitable.
Independence is a fundamental principles of international
law, in as much as no state can, without its consent, be
compelled to submit its disputes with other states either to
mediation or to arbitration, or to any other kind of
pacific settlement.
Jurisdiction of a State
A state had jurisdiction over all persons and things within its territory.
Such persons may be natural born subjects, naturalized subjects or
domiciled aliens. With regard to things –they include all property
under the control of the state. Its jurisdiction also extends over its own
ships in its territorial waters and over all acts committed on them.
TREATMENT AND RIGHTS OF
ALIENS
Concepts of Treaty
A treaty is an agreement or a contract entered into
between two or more states whereby hey undertake
to carry out obligations imposed on each of them.
Treaties form an important source of International
law. They may determine legal relations between
parties on a footing different from the pre existing
international law.
Kinds of Treaties:
Law making Treaties
Other Treaties
Treaties Classified According to subject Matter
Treaties of Alliance
Treaties of Guarantee
Treaties of Commerce
Treaties Neutralizing a State
Vattel classifies treaties as equal and unequal
and real and personal
Treaties may be distinguished as unilateral and
bilateral, such treaties may be either political
or non political
Power to Enter into Treaties
A sovereign state had not parted with any portion of its
sovereignty either by confederation or treaty of Alliance,
possesses full treat-making power.
Cont……d
Vienna Convention on The Law Of Treaties, 1969:
Cont……d
Invalid Treaties:
In accordance with international law treaties may be
deemed invalid if:
the object of the treaty is illegal
where fraud or misrepresentation has been practiced on the
parties
the treaty has been concluded by intimidation or coercion or by
terrorizing the negotiator.
there is an error produced by fraud in the conclusion of the
treaty
the treaty provided for obligations-the performance of which is
impossible.
there is an incapacity from status of the contracting parties to
the
treaty.
treaties are concluded in violation of the principles
of international law or in derogation of the
principles of the charter.
Cont……d
Termination of Treaties:
Treaties can be terminated on any of the following
grounds:
On expiry of the specified period for which a treaty was
concluded
In case of treaties imposing no continuing obligations, they
cease to operate on the fulfillment of the object.
A material breach of a bilateral treaty by one of the parties
entitles the other to invoke the breach as a ground for
terminating the treaty or suspending its operation in whole or in
part.
By mutual consent of the parties of the treaty
Termination of Treaties:
Principles of GATT
• Defect
• Manufacturing defect
• Instruction defect
Complaints are relied upon evidences
• Expert opinion
• Manufacturer’s records
• Government and industry standard
• Post accident changes
• Report of Govt. and other agencies
• Past records
Complaints
• District forum
• State commission
• National commission
How to file a complaint
National Commission