Epson Stylus Sx100_tx100 Manual

8/8/2019 Epson Stylus Sx100_tx100 Manual

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PRESENTATION ON : -

Introduction to Companies Act,1956;

Structural Break-up of C.A. 1956;

Preparation of the MOA;

Regstr. Procedure & Change of Name;

Preparation of AOA;

Membership of the Co. Contracts, Deeds,

Investments & Service of Docs.

Legal provisions for Holding Companies, Private

Companies & Unlimited Companies.

August, 9, 2010 PGDM -SEM III CORP. LAW 1


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Some Basic facts of the Companies Act, 1956

Most voluminous Legislation in the world;

The Act has 658 Sections, XV Schedules;

The entire Act is split into XIII Parts with eachPart further being split into Chapters;

The Rules and Forms are further stated in the

Guidelines / Rules, 1957;

There are many other Rules / Guidelines for

supporting the provisions of the Sections.



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Functional Division of the Act

Part I - Definitions, CLB, National Company Law

Tribunal(NCLT);

Part II Incorporation of a Co. & matters incidental thereto;

Part III Prospectus & Allotment relating to issue of shares

& Debentures;

Part IV- Share Capital & Debentures;

Part V Registration of Charges;

Part VI Management & Administration;

Part VII Winding Up;

Part VIII Companies formed under Previous Co, Law;



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Functional Division of the Act (contd..)

Part IX Cos. Authorised to Register under this

Act;

Part X Winding up of Unregistered Companies;Part XI- Cos. Incorporated outside India;

Part XII- Registration Offices,& Officers & Fees;

Part XIII- General- collection of Info. & statistics;

The XV SCHEDULES follows thereafter.



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For the interpretation of each Section, there are

innumerable Case Laws from the various Courts

that have pronounced judgment supporting or

contradicting an earlier decision;

Company Law is the source from which the

subject of Auditing gets its identity, importance

and procedures to initiate Corporate Audit; The Act is heavily based on interpretation and

justification, which decides the case.



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The Administrative Machinery to monitor the

affairs is vested with the Ministry of Company

Affairs(MCA), the Company Law Board(CLB);

The routine functions are managed by the

Registrar of Companies(ROC), having Regional

Directors (RD), located in various states, where

the companies are required to file documents andReturns, and the public is authorised to inspect

the same according to the provisions of law.



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The other Regulatory Authority is the Securities

& Exchange Board of India (SEBI). Section 55A

of CA, 1956, gives exclusive powers to SEBI to

administer the issue and transfer of securities and

the non-payment of dividends as is stated in

various Sections of the Act.

In the 2006 Amendment, MCA introduced e-Governance ( known as MCA-21), u/s 610

B,C,D for filing of Returns & payments.



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u/s 266A to G, Director Identification Number

(DIN) in 2006, to ease in the correspondence

with the ROCs and quick identification in e-Filing;



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A Company, its Nature and Kind

Section 3(1)(i) defines a Company as A

Company formed and registered under the Act or

an existing Company. or

A company is an incorporated Association,

which is an artificial juridical person, having a

separate legal entity, with a perpetual succession

and a common seal, a common capital comprisedof transferrable shares, and carrying limited

liability. ( Saloman vs Saloman & Co. Ltd.)



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A Company, its Nature and Kind( contd.)

Section 11 defines an Illegal Association which

states that No Company, Association or

Partnership consisting of more than 20 persons

( 10 in the case of Banking Business) be formed

to carry on any business for gain unless it is

registered under the Companies Act or under any

other law. Here the Liability is unlimited andpersonal.



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Types of Companies (contd.)

PUBLIC COMPANY Sec 3(1)(iv):- It means a

company which :-

1) Which is not a Private Co.;

2) Has a min PUC of Rs. 5 lacs or such higher PUC, as

may be prescribed;

3) Can invite the public to subscribe to its shares & debs;

4) Does not limit the max. number of members;

5) Can invite or accept deposits from the public; and

6) Is a Pvt. Co. but subsidiary of a Public Co.



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STATUTORY CO. :- It is incorporated by a

special Act passed either by the Central or the

State Legislature;

GOVERNMENT CO. :- Section 617 defines a

GC as any Company in which not less than 51%

of the PUC is held by the Central / State Govt.

FOREIGN CO. :- Section 591 to 596 discussesabout such companies.



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Section 25 CO. :- These are Companies having

obtained the prior permission of the CG not to

include the words Ltd or Pvt. Ltd. behind

their names since they have been formed to

promote commerce, art, science, religion or any

other charitable purposes and not to distribute the

profits as dividends but to plough them back for

the aforesaid activities.



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Types of Companies based on Liability of Members:-

Companies limited by shares;

Companies limited by Guarantee Sec 12(2)(b); and

Unlimited Companies - Sec 12(2)(c).

Holding and Subsidiary Company Section 4(4) states

that a company shall be deemed to be the Holding

Company of another, if the other is its Subsidiary.



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Exemptions & Privileges of Pvt. Co

a) Only 2 Members can start a Co. which is 7 for Pub. Ltd.

Co. Sec 12;

b) It can commence business immediately on incorporation

as it need not wait to obtain the Certificate forcommencement of business

Sec 149(7);

c) Can function with 2 Directors while three are required

otherwise Sec 252(2);d) For General Meetings, the Quorum is 2 persons

personally present which is five for pub Co Sec174(1);



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Formation of a Company

It is a lengthy process involving:

Promotion

Incorporation or Registration;

Capital Subscription; and

Commencement of Business.



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Memorandum Of Association (MOA)

MOA can be defined as the Charter which

defines the limitation of the powers of the

company. The MOA contains the fundamental

conditions upon which alone the company is

allowed to be incorporated.

The contents of the MOA NAME clause,REGISTERED OFFICE clause, OBJECTS

clause, LIABILITY clause, CAPITAL clause &



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Memorandum Of Association (MOA)

ASSOCIATION/SUBSCRIPTION clause.

Under the Objects Clause, the MAIN and OTHER

objects shall be separately stated.Alteration of the NAME Clause:

A company may, by passing a Special Resolution,

and with the approval of the C/G, in writing,

change its name ( Sec 21). However, no suchpermission is required for dropping/addition of



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MOA ( contd..)

the words Limited or Pvt. Ltd. to the

Companys name.

Spl Res requires 21 days notice and with 75% of

the Members present ( or through Proxy ) and

voting are in favour of the Resolution.



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MOA ( contd..)

The Doctrine of Ultra Vires:-

According to this Doctrine, all such acts or

transactions of a Company which are ultra vires( beyond the powers of) the objects clause of its

MOA, SHAL BE WHOLLY NULL & VOID,

and can never be subsequently ratified and

validated, even though all the shareholdersconsent or purport to ratify such transaction.



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Articles of Association (AOA)

The AOA contains regulations for the internal

administration of the Companys Affairs. It

prescribes the Rules and Bye-Laws for the

General Management of the Company and for the

attainment of its objects as given in its MOA.

Being subordinate to the MOA, the AOA cannot

extend the objects as defined in the MOA.



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Contents of the AOA

The extent to which TABLE A is applicable;( Table A-Regulations for management of a company limited by shares)

Different classes of shares and their rights;

Borrowing powers of Directors;

Maintainance of Books of Accts and their Audit;

Matters relating to Board Meetings;

Winding Up; and many other Issues.



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The Actual Reality

Facts, as such, never settled anything.

They are working tools only. It is the

implications that can be drawn from factsthat count, and to evaluate these requires

wisdom and judgment that are unrelated

to the computer approach to life.

CLARENCE B. RANDALL



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Registration of the MOA



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Preparation of AOA



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Concepts in Accounting

ACCRUAL BASIS VS CASH BASIS In

Accrual basis, accounting is done as and when

they accrue. This can relate to deferrals,

allocation, depreciation and amortisation.

Tangible Fixed Assets are those assets



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BASIC ASSUMPTIONS OF ACCOUNTING

ACCOUNTING ENTITY CONCEPT:- the company and

its Promoters are distinct persons;

MONETARY UNIT CONCEPT:- Transactions that can

be expressed in monetary terms are to be included inAccounting records;

ACCOUNTING PERIOD CONCEPT:- this is also

known Periodicity or Time-Period Assumption. Here the

commercial life of the Co. is split into INCOMESTAT. & POSITION STATEMENT.

GOING CONCERN CONCEPT:- A Co. is supposed



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BASIC ASSUMPTIONS OF ACCOUNTING

to be operating in the forseeable future. It is on

this basis that the Assets and Liabilities are

further classified.

GOLDEN RULE OF ACCOUNTANCY

1. Debit what comes in, credit what goes out;

2. Debit the Receiver, credit the Giver;

3. Debit all expenses and losses, credit all incomesand gains.



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August, 9, 2010 PGDM -SEM III CORP. LAW

Compliance Matters

(Under the Security Laws)

SCRA SEBI Depositories Act Other Laws

Compl of Rules & Reg.

Insp & Investigation

Appearing before SAT

Issue Mgnt.

Demat Procedures

Corporate Activity

Securities Recon. Certf.

Companies Act 1956,

FEMA

Stamp Act

Income tax Act

Competition Act

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Some concepts

Reserves can be of two types CAPITAL &

REVENUE.

CR are not created out of Profits but arise due tosale of capital assets.

RR are created out of Profits and can be a

General Reserve for general purposes and

contingencies; and

Revenue Reserves Div Equal Res / Deb Redmp.

August, 9, 2010PGDM -SEM III CORP. LAW

33


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Some concepts

For Fixed Assets, Fixed Tangible Assets are

depreciated, while Intangible assets are

amortised.

Contingent Assets have been defined by Kohler as

an asset, the existence, value and ownership of

which depend upon the occurance/non-occurance

of a specific event or upon the performance ornon-performance of a specific act for eg.

Disputed Property coming in Cos favour.



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AS -1 Contents Summary

Areas of different Accounting Policies:-

Methods of Depreciation / Amortisation;

Conversion & Translation of Foreign currency;Recognition of Profit on long-term contracts;

Treatment of Expenditure during constr. period,

Goodwill, Retirement benefits, & Contingent

liabilities;

Valuation of Inventories, investments & Fixed

Assets;August, 9, 2010 PGDM -SEM III CORP. LAW 35


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Practical Examples

Balance Sheets of Public Limited Companies.

Auditors Certificate;

Notes to the Accounts; Qualified / Clean Report;

Management Discussion & Analysis;

Directors Report; and

Chairmans Speech.



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GAAP

RELEVANCE:- the information has to be

useful

for Accounting;

OBJECTIVITY:- this denotes the reliability of

of the transaction;

FEASIBILITY:- that which can be implemented

without much complexity or cost.



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INDIAN AS, IAS / IFRS & US GAAP

A COMPARISON

Basis Indian AS IAS / IFRS US GAAP

Principal vs Rule Rule based

Standard

Principle based

Standardswith

Limited

Applicationguidance

More Rule

based Standard

with specific

applicationguidance

Historical

Cost or

valuation

Revaluation is

permitted, subject

to certain

conditions

Generally uses

Historical Costs, but

Intangible assets,

plant & equp. and

Investment Property

may be revalued tofair value.

No Revaluations

except for certain

types of Financial

Instruments.



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A COMPARISON



Standard

Principle based

Standardswith

Limited

Applicationguidance

More Rule based

Standard with

specific

applicationguidance

Derivatives,

certain other

Financial

Instruments are

revalued to FairValue.

First time

Adoption

No specific std.

Principles as per

General Principle

is full retrospec-

General Practice

is full retrospec-



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A COMPARISON



Standard

Principle based

Standardswith

Limited

Applicationguidance

More Rule based

Standard with

specific

applicationguidance

Transitional prov.

in the relevant std.

should be adhered

to.

tive application of

IFRS,in force at the

time of adoption, unless

the specific exceptions

& exemptions in IFRS -1 permit or require

otherwise.

tive application

unless the

transitional

provisions in aspecific standard

require otherwie.


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