COMPANY LAW

PREPARED BY GROUP # 02
BCOM – PLM 2014 – 2015

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 Introduction to companies and
companies law
 A company is a legal person separate and distinct from its members, it has an

existence of its own . It can be sue or can be sued under its own name (see; Salomon
v Salomon Co. ltd (1897) AC 22). Also company can enter into the contract of
buying and selling of different products through its own name.
 As an expert of procurement must know the difference between partnership and

company. In accordance to that, company must be registered, it’s member is not an

agent of company or other members and has perpetual succession but for
partnership is not.

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 Types of companies
In accordance to the company act, 2002 of united republic of Tanzania, there are four
main types of companies;
Private companies; Are normally formed by persons with prior relationships other
than only business relationship e.g. Father and son’s and or daughter, friends etc.
Minimum number of membership is two and maximum number is fifty. (S.27(1) of cap
212) of company act.
Non private company (Public); Are open ended and there is no restriction on the
maximum number of members while the minimum number is seven and any person
can be a member.
Parastatal or state owned (statutory) companies; These are normally private
companies which have more than 50% stake in the government.

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 Types of Companies...
 Foreign company(companies incorporated out Tanzania); Are the company which is
formed abroad, but is registered in Tanzania. The registration procedures of this
type of company are

1. Certificate copies of Memorandum and Articles of Association.

2. Notice of the location of the registered office in the country of domicile.

3. List of director of the company.

4. Persons resident in the country who representative of the company.

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The Formation and Promotion of a
Company
 A company is formed through the process of registration under the provision of

company act .once the company registered become a corporate body or legal entity.
 Stages of forming a company

The process formation of a company can be discussed and divided into the
following stages

1. Promotion

2. Incorporation or registration

3. Capital subscription

4. Commencement of business

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The Formation and Promotion of a
Company….
1. Promotion; Is the process of bringing to life a company. this process is done by
person called promoter(s).Before registration of a company, promoter is responsible
for all activities including procurement and purchasing on behalf of a company.
• Duties of promoter including fiducially position where promoter are responsible to
act on a good faith, confidence, and trustfulness. refer a case of Erlanger v. new
sombrero phosphate co.1987 A.C 1218. And duty to disclose the profit and any
interest to the company in any cause of sales
• Rights of promoter; promoters has entitled to receive his expenses in during
promotion stage, recover promotion expenses is reasonable which has incurred and
might be provided from in articles of association. However, promotion stage does
not end at registration but it ends when the company does no longer need the
services of promoter(s).
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The Formation and Promotion of a
Company….
2. Incorporation/ registration of a company; This is the second stage. In respect of
registration form an incorporated company, with or without limited liability, the
promoter should prepare the following document and file to register a company.
• Memorandum of association; is the document that govern affair of a company with
external wealth or affairs of other company. It state the registered name, the address,
objective of a company, authorized share capital and agreement of people who agreed
to form a company.
• Articles of association; Is the document which regulate internal management of the
company and its members. It govern the rights and relationship of the company and
members, transfer of share and other rights attached to share.
• Consent of directors; This document shows information concerning with an agreement
of directors with their address and signature .
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The Formation and Promotion of a
Company….
3. Capital subscriptions; This stage is necessary for the formation of public limited
company because private commerce business immediately after they have received
a certificate of incorporation.

4. Commencement of business; A private company can commerce immediately after

incorporation. However in case of companies other than private company and a
company having no share capital further requirement is to be compiled.

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 Registration of Company and Its
Effects
 After the establishment of company name, memorandum and article of association,

the company promoter must register the company to the institution responsible for
registering the company.
 The promoter is given a certificate of registration which allows the company to start

its business. This certificate must contain name of company, type of business to be
conducted, residential are of the company and date of registration.
 The registration of a company has many legal effects on the business. Furthermore,

registration of a company requires the business to adhere to certain legalities in

order to maintain its corporate status. Also may have a significant impact on the
company's ability to attract investors.

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 Registration of Company cont...
 The following are legal effects of registration /incorporation of a company found in

s 16(5) ;

a) Company becomes legal personality; unlike partnership a company after being

registered is recognized as a person in law
 This means that a persons who owns and control the company

are legally separate from the company itself

 The idea that upon registration/incorporation of a company becomes a legal person

was first laid down in the case of SALOMON Vs SALOMON &CO, LTD
(1897)AC 22.

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 Registration of Company Cont..
b) Limited liability; Once the company is being registered, the members
/shareholders of that company have limited liability for the company’s debt and
other obligations that may arise while running the business.
 This eliminates the possibility that shareholders personal property can be used to
satisfy company’s liability
 The extent of liability that shareholders have in a company is limited to the share
they posses

c) Power to own property; A registered company may own property distinct from
the property of its member.
 Members own only shares in the company but do not have proprietary interest on
the property of the company.

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 Registration of Company Cont..
 Therefore change of membership of the company will have no effects on the

ownership of the company’s assets.

 The company’s property can be used to pay creditors during liquidation process.

d) Perpetual succession; After the company to come into existence, it can not die but
continue to exist until its name struck off or dissolves through legal process.
 This means that procuring entity (PE) can sue the company even if it does not have

directors, employees, and property until it dissolves legally.

 But after dissolution process, the name of the company and the business of that

company reaches to an end.

e) Suing and being sued; Because company is a legal separate entity, it may enforce
right by suing and to be sued by others.

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 Registration of Company Cont...
 Any procuring entity (PE) that can enter into contract with any company, has the

right to sue that company in case the contract went wrong but also the company can
sue in the court against procuring entity (PE) if fails to fulfill its responsibility.
 Since board of directors are the one who controls the company, also are the ones

who can sue on behalf of a company.

f) Common seal; This is the ability of company to enter into contract with any party
for example procuring entity or any supplier.
 The ones who signs the contract documents are board of directors but they do so on

behalf of company and in case of any failure to fulfill the contract requirements, the
company will be responsible and not board of directors who signed the contract.

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Memorandum of Association And
Article of Association14
 After the formation of the name of the company, the second step is to prepare the

Memorandum and the Articles of Association.

 Memorandum of association: - a document that stipulates rules, regulations by laws

for the external management of the affairs of a company. Memorandum of

association links the company and the external world, and must be printed in
English language (s.4 (1) Companies Act).It states the following:-
 The name of the company with limited as the last word of the name in case of
private companies; or with Public Limited Company as the last word in case of a
public company where the company is limited by shares or by guarantee.(s.3(3)
Companies Act)

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 Memorandum of Association
 Where the registered office of the Company will be situated

 The objectives of the company

 The liability of the members, by shares or by guarantee

 The name of each subscriber and the number of shares taken

 In the case of a Limited Company having a share capital, the amount of share
capital with which the Company proposes to be registered and the division thereof
into shares of a fixed amount
 In case of a company Limited by guarantee they must also state that each member
undertakes to contributes to the asset or the Company in the event of its being
wound up while he is a member or within one year after he ceases to be a member.
 The Memorandum must be divided into paragraphs, printed and signed by
subscribers, in presence of at least one witness

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 Article of Association
 The Articles of Association: - these are the rules, regulations by laws for the internal

management of the affairs of a company. They are framed with the aim of carrying
out the aims and object as set out in the Memorandum of Association. As to the
form they must be printed in English language and signed by each subscriber to the
Memorandum of Association (S.9 (2) of the Companies Act, 2002). As to the
content, although the promoters are free to write anything in their articles, a well
drafted articles shall contain the regulations on the following subjects:-
1. Share capital, rights of shareholders, variation of their rights.
2. Payment of commissions, share certificates
3. Calls on shares
4. Transfer of shares
5. Transmission of shares
6. Conversion of shares into stock
7. Share warrants

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 Article of Association……
8. Alternation of capital
9. General meetings and proceedings threat
10. Voting rights of members, voting and poll; proxies.
11. Manager, secretary/dividends/Accounts/borrowing powers/winding up.
12. Directors, their appointment, remuneration and qualification,
13. Powers and proceedings of the Board of Directors
 After preparation of the Memorandum and the Articles of Association should be
submitted to the registrar of Companies to be registered accompanied by forms
number 1, 14 and 15
1. Form number 1 - declaration of Compliance
2. Form Number 14 - List and particulars of directors and managers.
3. Form Number 15 - Notice of the situation of the registered office.

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Objects and power of company
 Object clause defines the objects of the company, as a company cannot do anything

beyond or outside its objectives and any act done beyond them will be ultra vires

and void. When we take into account the procuring entity its main objective in an

organization is to facilitate all activities related to purchases and sales as doing so

those activities must not be beyond the sated responsibility towards the entity.

 The company has power to do all such things as are incidental or conductive to the

carrying on. Procurement entity has power to carry all activities relating to their area

specialization such as providing all relevant material needed by company in order to

facilitate other day to day activities in a company.

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 Objects and power of company..
Powers of a company;
 monitoring of company directors, the management of both companies both in

Tanzania and elsewhere in world is based in the theory that all corporate governance
envisages the shareholders’ ownership as the base of power and authority. Such
power and authority is exercised collectively at periodic general meetings.
 But since the general meeting cannot easily run the company effectively , the

shareholders delegate their power and authority to the board of directors in

procurement entity power are delegated from the head of procurement entity to
other subordinates.

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 Objects and power of company..
 There are two types of board structures which soperate in Tanzania, namely the

single tier and a two tier board system

 Single tier system; this is where a company has only one board, which monitors the
executive directors, in turn the board is monitored by the shareholders through the
annual general meeting.
 Two-tier system; this system of board structure applies to all public corporations.

 Is Latin phrase meaning “beyond the power” Any act that lies beyond the authority

of a corporation to perform. But from this term indicate an act of the company
which is beyond the powers conferred on the company by the object clause of its
memorandum .Ultra vires acts fall outsides the powers that a specifically listed in a
corporate charter or state law

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 Ultra Vires Doctrine
 From this term show that procuring entity in the company should follow the
memorandum of the company. The head of the procuring entity will be responsible
for any act that goes beyond the authority of the company, because those acts cannot
legally defended in the court.
 Sometimes the expression ultra vires is used to describe the situation when the
directors of a company have exceeded the powers delegated to them. Also it has
been developed to protect the investors and creditors of the company . This doctrine
prevent to employ the money of the investor for the purpose other than those stated
in the objects clause of its memorandum between company’s. Examples from case
of Ashbury railway carriage and iron company limited vs. Hector Riche (1875).LR
7 H.L653

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Exceptions to the Doctrine of Ultra
Vires
There are however ,certain exception to this doctrine, as follows
 An acts which is ultra vires the company but outsides the authority of the directors

may be ratified by the shareholders in proper form.

 There are certain acts under the company law which thought not expressly stated in

the memorandum are deemed impliedly within the authority of the company and
therefore they are not deemed.
 If an act of the company is ultra vires the articles of association ,the company can

alter its articles in order to validate the act

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Contract Under Section 2(i) of Cap
212
 Insolvency practitioner

Means a certified public accountant certified by national board of accountants and

Auditor or other regulatory body of the profession as having the requisite experience
of insolvency.

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Capital and Rights of share Holders
 Shareholder’s Capital, these are funds raised by issuing shares in return to cash.

 The amount of share capital a company has can change over time because each time

a business issue new shares to the public in exchange for cash, the amount of share
capital will increase. Share capital can be composed of both common and preferred
shares.
 Preferred shares gives the holder a number of different rights, which may include

the right to dividend or right of redemption.

 While common shares refer to securities represent equity ownership in a

corporation, providing voting rights, and entitling the holders to share of the
company’s success through dividends and/ or capital appreciation.

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 Rights of shareholders in a
company
 To attend general meeting and vote;- Typically shares carry one vote each but

there may be non-voting shares or shares with multiple votes. Some shares may
carry the right to vote only in particular circumstances. Also the statutory rights a
shareholder has to appoint a proxy to attend and vote at a general meeting, to
requisite a general meeting, to have a written resolution circulated to the members.
 To share company’s profit;- The distribution of profit is paid by means of a

dividend of a certain amount paid on each share. A dividend may be paid only if the
company has made profit and to the extent that it decides to distribute them. In the
absence of any provision to the contrary, dividend must be paid in proportion to the
shares held by each shareholder.

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 Rights of shareholders in a
company
 To receive final distribution on winding up;- If the company is wound up and all the

creditors are paid, the remaining assets are available for division among the members. This
may be in two stages: (1) a return of capital; (2) distribution of surplus capital. Some shares
may be given a priority as to one or both of these, or exclude from participation of any
surplus.
 In case of default situation;- A company or any officer(director, secretary, and so on) is

in default when they do not obey the companies Acts. If this happens, a member can serve
a notice on the company demanding that the company or officer correct the default within
14days. If they do not do this, the member can ask the high court to order the company or
officer to correct the default. If an annual general meeting is overdue, a member can ask
the office of the Director of corporate Enforcement (ODCE) to direct that it be held.

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 Accounts and their Necessities
 Accounts, refer to information system that identify, measure, process and

communicate financial information to the decision makers.

 Every company shall keep in English or Swahili books of account which are

sufficient to show and explain the company’s transaction and also this books of
account reflect the financial uses that are performed by the procuring entity e .g,
purchasing of different materials, placing orders etc.
 The procuring entity shall have its books of account that show how the purchasing

or transaction with the buyer are performed in order to reflect transparency to the
organization. Accounts are very necessary in any company

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 Necessities of accounts
 Disclose with reasonable accuracy at any time the financial position of the company

at that time. Enable procuring entity to ensure that any balance sheet, profit and loss
account and cash flow statement prepared under this chapter complies with the
requirement of this act.
 The books of account contain entries from day to day of all sums of money received

and expended by the procuring entity in the company and the matters in respect of
which the receipt and expenditure takes place. For example all sales and purchasing
of goods by the procuring entity in the company, or assets and liabilities of the
company.
 The books of account are always kept in registered office of the company and in the

office of the PMU so that at any time can be inspected by the procuring entity or by
the directors.
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 Necessities of accounts…..
 If a procuring entity or a director of a company fail to take all reasonable steps to

secure compliance by the company with the requirements of section 151(5) or

section 153 or has by his own willful act been the cause of any default by the
company there under he shall in respect of each offence be liable on conviction to
imprisonment or to a fine or both.
 Procuring entity in every company shall prepare individual accounts for each

accounting period and lay before the directors and company’s meeting in
accordance with section 166, and such account shall indicate; balance sheet as at the
last day of the accounting period, cash flow statement profit and loss accounts etc.

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 Auditor
 An auditor is an individual who qualified and authorized to examine account and
accounting record, compare the charges with the voucher’s verify balance sheet,
incoming items and state the result.
 As far as to procurement function auditor is designed to support the accountable
officer responsible for checking the proper procedure and process as required in the
procurement process are followed. An auditor can be categorized as internal auditor
and external auditor
 internal auditor is an individual authorized by the state whose primary function is to
audit his or her own company as far as to procurement internal auditor is responsible
to verify tender document as well as to check the accuracy of book balance in the
store.
 External auditor is an individual from outside the company whose typically is
employed by the audit firm who handles different client.
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 Auditor…
 The head internal auditor shall be responsible for internal auditing of the authority’s

operation and shall submit to the audit committee with a copy to a chief officer
quarterly report in respect of every three months of financial year, with regarding to
the followings;-

1. Evaluation of operation of procuring entities in respect to compliance

2. Evaluation of complaints of the authority and annual management plan.

3. Audit finding complaints investigated and correct action taken.

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Director and Minority Protections
 Under section 2(1) of Company act, director is any person occupying the position of
director by whatever name called.
Other definitions regarding director
 Director is an appointed or elected member among shareholders of the board of
directors of a company who with other directors has responsibility for determining
and implementing the company policy. OR
 Director is the person appointed by shareholder to manage and control affairs of the
company either are human instruments with the management of affair of the
company.
 Director conduct his/her work with the help of procuring entity through buying and
selling the requirement needed for implementing the decisions and policy agreed by
directors and controlling company affairs.
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 Director and Minority
Protections….
 Company’s directors Is a group of people comprising government board of

corporation. Every company shall have at least two directors. S.186 of the company
act. In private company minimum number of director is one.
 The head of all directors is usually known as a Chief Executive Officer/Managing

director.
 Minority, we can call them supervisors or subordinate who receive direction from

director, and they are playing a big part for supporting implementation of the
company policy and controlling company affairs. Example procuring entity support
the control of company affairs through buying and issuing requirement needed by
all the departments in a company.

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 Director and Minority
Protections….
 These are rights regarding directors and their subordinates which give them the

power to claim for anything, also to conduct their responsibilities without any
obstacles apart from rules, regulations ,articles and memorandum of association of
the company.
 Some of the right regarding doing their job/duty can be provided/issued to them by

procuring entity.

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Protections to the Directors of the
Company
a) Director of the company has the power necessary for managing, directing and
supervising the management of the business and affairs of the company.

b) Director is a “trustee” and “agent” of the company. Is regarded as “trustee” because

they are entrusted with the money and power of the company, and they are regarded
as “agent” for the business transaction on behalf of the company.

c) Directors has the power to bind the company, S.37 of the company act. He is not
limited on controlling the company to ensure every thing is okay, the quantity to be
bought and the amount of money for buying them is bound by the directors.

d) Director who is by article of the company has the power to hold specified share
qualification. S.191(2) of the company act.
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 Protections to the minority of the
Company….
 a.) Right to be compensated for damage; any damage for minority need to be

compensated so as to encourage the efficiency.eg the damage during work time,

procuring entity can issue requirement for first aid in the company.
 b.) Right of getting a due care; since they are not affected by any loss of the

company, so caring for them in term of their health and living conditions can
remove stress from them and give them strength and efforts to focus in company
work. Procuring entity must ensure that they are provided with everything they
need at a right time.
 c.) They have the right to be enumerated/paid.

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 The Concept and Meaning of the
meeting
 Meetings may be defined as 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 a verbal interaction, such as sharing information or
reaching agreement. Example, In procuring entity during procurement by tender we
have different meeting but the common one are;-
Opening of tender;- where bidders meet with P.E during the submission deadline and the
exercise of opening of tender document done.
Evaluation meeting;- internal meeting where by evaluation team which comprises 5-8
members meet for evaluation of the bids. Also we have negotiation meeting, tender board
meeting, etc.

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 Types of Meeting
 Annual general meeting, every procuring entity shall in each year hold a
general meeting as its annual general meeting in addition to any other meetings in
that year, and shall specify the meeting as such in the notices calling it. At the
annual general meeting, the P.E shall, wherever practicable and subject to the
provisions of company Act.

 Kickoff meeting, the first meeting with the project team and the client of the
project to discuss the role of each team members.

 Pre-bid meeting, a meeting of various competitors and or contractors to visually

inspect a jobsite for the future project. The meeting is hosted by the P.E to ensure
all bidders are aware of details and services expected them. The attendance of pre-
bid meeting is mandatory. Failure to attend usually results in a rejected bid.

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 Types of Meeting
 Ad hoc meeting, refers to the meeting called for special purpose. example
management meeting, Boarding meeting, a meeting of board of directors of an
procuring entity, team meeting, work meeting or staff meeting.

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 Minutes of the Meeting
 Minutes, also known as notes are the instant written records of a meeting or
hearing. Minutes typically describe the events of the meeting, starting with the list
of attendees, a statement of the issues considered by the participants, and related
responses or decisions for the issues. Minutes may be created during the meeting by
a typist who may use shorthand notation and then prepare the minutes and issues
them to the participants afterwards. Nowadays minutes can be taken through audio
recorded or video recorded and then informally assigned secretary may prepare it
later.

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 Minutes of the Meeting
 Public institutions, are generally required to keep minutes of all proceedings of

general meetings, meetings of the board of directors or meetings of different

committee and of all proceedings at meetings to be entered in books kept for that
purpose. Minutes become the official written record for procuring entity after being
signed by the Chairman of the meeting at which the proceedings were held, or by
the Chairman of the next succeeding general meeting or meeting of directors, as the
case may be, shall be evidence of the proceedings.

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Annual Return to the Registrar
 After the company generate the profit from different sources, the company should
deliver to the Registrar , successive annual return each of which is made up to a
date not late than the return date.
 Each return should be in the prescribed form, contain the information under the
provision of company Act, and be signed by director or secretary of the company.
 Liabilities of company, if a company fail to deliver an annual return in accordance

with the with the law of company act within the 28 days of the return date, the
company and every officer of the company who is default shall be liable to a fine.
 The annual return shall state the number of share of each class held by each member

of the company, at the date to which return is made up and the number of share class
transferred since the date to which the last return was made or since the incorporate
of company.
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Annual Return to the Registrar
 Where the company has converted any of its share into stock the return shall gives

information, ( date address of company and type of company

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 Winding up of the Company
 Resolutions for and commencement of voluntary winding up There are

circumstances in which company may be wound up voluntary or by the court as

follow:-
 When the period, if any, fixed for duration of the company by the article expires,

and the company in general meeting has passed a resolution requiring the company
to be wound up voluntarily
 As the procurement officer or procuring entity it should look up for the period in

which the company it going to contract if it has a time to continue in its operation if
the general meeting or other factor passed a resolution to be wound the company,
they must be stop continuing with contacting. If the company resolves by special
resolution to effect that it
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 Winding up of the Company
 Cannot by reason of its liabilities continue its business, procurement process as vital
and spinal cord of the organization so before contracting it should analyze the
liabilities of the company which it’s going to contract by looking for financial
reports and the company’s position financially.
 During resolution of passed by the meeting responsible for that the information is
advertised in the gazette, and also in some newspaper circulating in Tanzania,
procuring entity or procurement officer must be aware of any news happening daily
especial business news to see what are the company become winding up.
 Insolvency of the company when the company become bankrupt it cannot be able to
supply anything. The procuring entity or procurement officer must pay attention to
see whether the intended company for supply is solvency otherwise must cancel
entering into the contract.

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 Winding up of the Company
 The company becomes illegal by running against the law and regulation of its

operation and registration set by the government or board related. No any tender
allowed to the illegal company so procuring entity or procurement officer should
also look careful for.
 Conflict within the company between managers and shareholders, this may lead to

the winding up of the company as procurement officer before selecting the company
for supply it advised to look for internal factors of the company to make sure that
the company going to select as a supplier.
 For goods, services, or work is stable for internal related issues. Running under loss,

for example mobile phones Company experiencing this situation for example one
company from celtel, zain and now is airtel this is caused by the factor of running
under loss. The procuring entity should not enter into.
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 Winding up of the Company
 The contract with the company running under loss to avoid the situation of stopping

in supply Liquidation of the company, when the companies selling its interest to
other company the procuring entity or officer must be communicate to a liquidator
who is going to deal with, in order to know well the situation during selecting the
supplier.
 In the case of wounding up of the company either made up by the court, or special

resolution passed by general meeting, the procuring entity or procurement officer

must made some procedures to avoid the loss of its right,
 They must sue the company to the court to claim the right against loss suffered, this

will be liquidated damage due to the situation this is where by the court will judge
what the amounts have to be paid by the company lead to the end of the contract.

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 Winding up of the Company
 During the contact agreement, procuring entity must set out liquidated damage

clause to the contract which identifies what the amount to be paid when the
company goes against the agreements.

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Regulatory Framework of the Company
Framework of the company has been explained by the article of association .

1. Member;- The number of member with which the company proposes to be

registered is but the directors may from time to time register an increase of member.

2. General meeting;- The company should in each year hold a general meeting.
Procurement department is responsible for supplying equipment's for the meeting
such as papers, pen and other necessary equipment's. All general meeting other than
annual general meeting shall be called extraordinary general meeting. The director
may whenever they think fit convene an extraordinary general meeting and
extraordinary general meeting shall also be convened such requisition.

3. Notice to general meeting;- Every general meeting shall be called by twenty days
notice in writing at the least. The notice shall specify the place, the day and hour of
meeting
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 Regulatory framework of the
company
4. Vote of members;- Every member shall have one vote, no member shall be entitled
to vote at any general meeting unless all money presents payable by him to the
company have been paid.

5. Audit;- Auditor shall be appointed and then be regulated in accordance with section
170 to 179 of the act. Procurement officer can also be an Auditor of the company

6. Notice;- Any notice to be given to or by any person pursuant to the article shall be
in writing except that a notice calling a meeting of directors needs not to be in
writing.

7. Secretary;- The secretary shall be appointed by the directors for such term at such
remuneration and upon such conditions as they may think of it, any secretary so
appointed may be removed by them.
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 Regulatory framework of the
company
8. The seal;- The seal shall only be used by the authority of the directors or
committee of the directors authorized by directors.

9. Corporations Acting By Representation at meeting;- Any corporation which is a

member of the company may by resolution of its directors or other governing body
authorizes such person may present his her corporation during the meeting.

10. Borrowing power;- The directors may exercise all the power of the company to
borrow money and to mortgage or charge its undertaking and properly or any part
thereof and to issue debenture, debenture stock and other securities whether outright
or as security for any debt liability or obligation of the company or any other third
party.

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 Regulatory framework of the
company
11. Account ;- The directors shall cause proper book of account to be kept with respect
to,

i. All sum money received and expanded by the company and the matter in respect of
which the receipt and expenditure takes place.

ii. All sales and purchase of goods by the company. Here Procurement department is
responsible for keeping all records related to sales and purchase conducted by the
company

iii. The assets and liabilities of the company;- the book of account shall be kept at
registered office of the company or any place as director think fit and shall always
be spent to the inspection of the director.

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