Penalty Every officer of the company whose duty is to give notice as aforesaid and who fails to do so shall be punishable with fine which may be extend to one thousand rupees. Slide 8: Management and Administration Atleast one director of a company shall be a person who has stayed in India for 182 days or more in a previous calendar year. Declaration of dividend in case of inadequate profits In case of inadequacy or absence of profits in any F. Each subscriber to Memorandum of Association must sign the articles in the presence of at least one witness. Subscribers are required to pay for these shares after the company is incorporated. Articles of Association is a document that contains the rules and regulation for the administration of the company.
It is defined under section 2 5 of Articles of association are not compulsory document to the but it is subsidiary document which contain rules of the. The actions and objects of the company are limited by its and articles. Failure to comply with provisions relating to acceptance and repayment of deposits will bar the company to declare any dividend during the period of non-compliance. In case company has incurred loss up to the preceding quarter of the current financial year, then interim dividend shall not be declared at a rate higher than the average dividends declared by the company during the immediately 3 preceding financial years. A company cannot enter into contracts relating to- Sale, purchase or supply of any goods or materials; Selling or disposing of ,or buying, property of any kind; Leasing of property of any kind; Availing or rendering of any services; Appointment of any agents for purchase or sale of goods, materials, services or property; Appointment to any office or place of profit in the company, its subsidiary co. The liberty to have articles or in a form as near thereto as circumstances admit, which was available in the 1956 Act is no longer available in the 2013 Act.
In case of any company, which is registered after the commencement of this Act, in so far as the registered articles of such company do not exclude or modify the regulations contained in the model articles applicable to such company, those regulations shall, so far as applicable, be the regulations of that company in the same manner and to the extent as if they were contained in the duly registered articles of the company. The objects must be divided into two sub clauses: the main objects : The main objects and objects incidental to attainment of it s objects must be stated The other objects not included in main objects can be stated in this. The amount guaranteed can be only demanded at the time of its wound up, hence it is a reserve capital. Public company in which a director or manager is a director or holds along with his relatives, more than 2% of its paid up share capital. Such companies are generally formed to promote art, science, commerce, sports etc. Shares which have not been subscribed by any person and diminish the amount of its authorized share capital by the amount of shares so cancelled. Each subscriber must written number of shares he shall take.
Many stakeholders had reserved names for the purpose of Company incorporation with 60 days prescribed validity expiring during the above mentioned period. This clause may be omitted in case of unlimited liability. They are related to the internal working or management of the company. Due importance and care should be given to ensure that the alteration of AoA does not conflict with the provisions of the Memorandum of Association or the Companies Act. In contrast, the acts done beyond the scope of artciles can be ratified by unanimous voting of all shareholders.
The Books of account and other relevant papers are to be kept at the registered office or such other place in India as Board of Directors may decide and such books can also be kept in electronic mode in the manner to be prescribed. This notification shall come into force from 26th January, 2016. Whereas, to shift the registered office to other state, Memorandum should be altered accordingly. Attention has, in particular, been drawn to the absence of the deeming provision of sub-section 7 of section 4 of the Companies Act, 1956 in the Companies Act, 2013 New Act. There a company is an immortal entity. By default, however, the Companies Act 2006 gives a company unlimited powers. Article shared by Memorandum of association must have the following clauses: 1.
Liability , but without the limited as par of its name. Share Capital: Number of Directorship Not more than 20 companies Maximum number of public companies in which a person can be appointed as a director shall not exceed 10. Form of Memorandum: The memorandum of a company shall be in respective forms as outlined below S. The objects clause must be constructed independently of each other so as to give full effect to each one of them. Articles of Association is a document containing all the rules and regulations that governs the company.
The subscribers to the Memorandum must take at least one share. . Holding and Subsidiary company — Where one company controls the management of another company, the former is called the holding company and the later over which the control is exercised is termed as a subsidiary company. Such a company derives its nature on the basis of the charter under which they are formed. To assist any other company under the same management within the meaning of the Companies Act, 2013 or any statutory modification thereof, in any manner and to any extent including the giving of loan and guarantees or the providing of securities of any kind whatsoever in connection with any loan given to the latter by any person, firm or body corporate. At least one share should be taken by each subscriber.
It guides them to work for achieving the objectives of company and restrains them from doing anything beyond memorandum. Reservation of name: A person may make an application in Form No. Signatures shall be attested by witnesses. They must also sign articles of association of the company. In addition, for charitable companies the Charity Commission has a set of model articles which can be used and the Community Interest Companies Regulator has a version for community interest companies.