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INTRODUCTION y Cherished child of English parents y First passed in India in 1850 y First amendment in the year 1857 y Amended several times later www.com .a2zmba.
THE COMPANIES ACT 1956 y Came into force on 1st april 1956 y Based largely on the recommendations of company law committee (Bhabha committee) y Largest piece of legislation (658 sections and 15 schedules) www.com .a2zmba.
com .FEATURES y Full and fair disclosure of various matters in the prospectus y Detailed information of financial affairs of the company to be disclosed in its accounts y Provision for intervention and investigations by the government into the affairs of the company www.a2zmba.
a2zmba.FEATURES (Contd«) y Restrictions on powers of managing agents and other managerial personnel y Enforcement of proper performance of their duties by company management y Protection of minority shareholders www.com .
a2zmba.FORMATION OF COMPANY y Documents to be filed MOA (Memorandum Of Association) AOA (Articles Of Association) A statement of the normal / authorized capital A notice of address of the registered office of the company List of directors* An undertaking* A declaration www.com .
FORMATION OF COMPANY ( contd« ) Certificate of Incorporation Certificate of Commencement of Business Promoter Liability of Promoters Remuneration of Promoters Preliminary or Pre-Incorporation contracts Provisional contracts www.a2zmba.com .
of members: 7 -Max no. of members: Unlimited -Doesn·t restrict right to transfer its shares -Doesn·t Prohibit public issue of shares or debentures www.com . of members: 2 -Max no. of members: 50 -Restricts right to transfer its shares -Prohibits public issue of shares or debentures Public Company -Min no.a2zmba.KINDS OF COMPANIES y BASED ON ´MEMBERSHIPµ Private Company -Min no.
com .·s act of 1956 www. level -Reserve Bank of India Registered Companies ² are companies which are registered under the co. -East India Company(1600) Statutory Companies -which are created by special act of parliament or state legislature at central or state govt.a2zmba.KINDS OF COMPANIES ( contd«) BASED ON ´INCORPORATIONµ Chartered companies -companies which are incorporated under a special charter granted by the king or queen in exercise of royal power.
Co.a2zmba.·s limited by GUARENTEE -the liability of members is limited to a fixed amount which members undertake to contribute to the assets of the company in case of its winding up. Unlimited Co.com .·s limited by SHARES ²companies in which the liability of its members is limited to the extent of the amount unpaid on the shares held by a particular member.·s ²wherein members are liable for the debts of the company irrespective of their interest in the company www.KINDS OF COMPANIES ( contd«) y BASED ON ´LIABILITIESµ Co.
com .y BASED ON ´CONTROLµ A) Holding Company -51% of the share capital Subsidiary Company ²less that 51% B) Govt.a2zmba. ONGC Foreign Companies ² IBM. MICROSOFT www. Companies ² MNTC.
com . VS.a2zmba.PUBLIC CO. y Number of members y Commencement of business y Invitation to public y Transferability of shares y Number of directors y Statutory meeting y Restrictions on appointment of directors y Managerial remuneration y Further issue of capital www. PRIVATE CO.
COMPANY y Liability y Creditors y Dissolution on death y Agency relationship y Transfer of interest y Statutory obligations www.PARTNERSHIP y Registration y Number of members y Legal status y Property y Contracts y Management y Life duration VS.com .a2zmba.
Sony Ericson. Nokia and Siemens www. NBC and Vivendi Universal Entertainment 2. NSN. with America West Airways 3.a2zmba.MERGERS AND ACQUISITIONS y MERGER: Combination of two companies to form new company or to run business under any one of the merging companies· name.:1.com . Eg. US Airways. Sony and Ericson 4. NBC Universal.
com .Vodafone acquires Hutch www. Google buys Youtube 4. Eg.:1. P&G buys Gillette 2. Tata steel acquires Corus 3.y ACQUISITION: Purchase of one company by another with no new company being formed.a2zmba.
a2zmba.MOTIVES AND BENEFITS OF M&A y Economies of scale y Improved market reach y Reduction in Tax liability y Diversification of risk y Limit competition y Eliminating the financial constraints y Synergy www.com .
com .a2zmba.TYPES OF MERGES y Horizontal merger y Vertical merger y Market-extension merger y Product-extension merger y Conglomerate merger www.
com .M&A -ITS FINANCING y All Shares Deals y Cash y Hybrids DEMERGER/SPIN-OFF/SPIN-OUT: -Effective opposite of a merger -One Co. splits into two www.a2zmba.