COMPANY LAW AND SECRETARIAL PRACTICE – I

UNIT-I
MEANING OF COMPANY:

The term “company” refers to a body corporate. In other words, it is a body incorporated in
accordance with the provisions of a specified Act. It is viewed to be a person created by law –
a jurisidical person. Its legal entity is distinct from its members and independent of even its
promoters who give birth to it.

DEFINITION COMPANY.

According to Haney’s definition, this brings out all its essentials. He observes, “A
company is an incorporated association; it is an artificial person created by law, having a
separate entity, with a perpetual succession and a common seal.”

According to sec 3 (1) (i) of Indian companies Act, a company is one “formed and
registered under this Act or an existing company”

According to Justice Cave “A corporation is a legal person just as much as an

individual, but with no physical existence”

SALIENT FEATURES COMPANY:

Separate legal entity
A company is a person created by law. It means that it comes into existence only by
complying with all formalities prescribed under the Companies Act, 1956.It enjoys a separate
personality of its own, different from the members composing it. This enables a company to
enter into valid contracts with others including its members and deal with the property in any
way it likes. It can sue others in its own name and be sued in its own name by others
including its members.
Perpetual Succession- Continuity of Life
“Members may come and go but the company can go on forever” (Lord Gower). This
is because company’s existence does not depend upon the existence of even promoters who
were instrumental in its formation. Neither change in the membership of the company nor the
death of its members has any impact on the continuity of its life.

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Common Seal
Though the separate personality of the company is legally recognised, it needs human
agency to act. Obviously it cannot sign. Any contract entered into by a company, to be valid,
must bear the official seal of the company.
Limited Liability
The liability of the members of a company is generally limited to the value of shares.
When once the full value of the shares is paid up, there is no more liability for the
shareholders. The feature of limited liability attracts a large number of investors to subscribe
to the shares of the company.
Easy Transferability of Shares
In the case of public limited companies, their fully paid shares can be transferred to others
without any difficulty. However, in the case of private limited companies, the right to transfer
the shares is subject to certain restrictions.

MERITS OF THE COMPANY

The distinctive features of a joint stock company are in fact its merits. They make this
form of organisation very popular and better fitted for starting large-sized business ventures.

Stability (Perpetual Life)

While certain contingencies such as death, insanity or insolvency of partners lead to
the dissolution of partnership, they do not have any effect on the continued existence of a
company. The company enjoys perpetual succession despite change in its membership or
change in its Board of directors. Large sized enterprises which take a long time to reach profit
earning stagcan be started only as company form of organisations which ensures long life.

Limited Liability
The liability of a member of a joint stock company is limited to the amount reaming
unpaid on his shares. Once the full value of the shares is paid, a shareholder will not be called
upon to contribute anything further even if the assets are inadequate to meet business debts.
In view of this feature of limited liability, people come forward readily to invest in the shares
of joint stock companies. Thus the savings of the community which lie scattered can be easily
mobilised for financing business enterprises.

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Easy and Speedy Transferability of Shares
The fully paid up shares of a public limited company can be easily transferred from
one person to another by following the procedure prescribed by the Companies Act, 1956.
This facility is another attraction for the investing public to subscribe to the shares of the
company.

Professionalization of Management
In a company form of organisation there is complete divorce between ownership and
management. Though shareholders are the real owners, they do not have any right to manage
its affairs. Management of a company is entrusted to a Board of Directors elected by the
shareholders from among themselves. The Board can secure the services of experts in various
fields of production and management.

Economies of large scale

In view of the suitability of the company form of organisation for undertaking large
sized industries, it can reap all the advantages of economies of large scale operation. Further
there is scope for tremendous growth through expansion of its activities as rising of capital is
not a problem for sound companies.

Better credit
A company enjoys greater public confidence and reputation in the capital market as its
functioning is subject to many legal restrictions with a view to protecting the interest of all
the shareholders. In view of these merits joint stock form of organisation is very popular and
is preferred to other forms especially for setting up large sized industrial undertakings.

DEMERITS OF THE COMPANY:

Complicated legal formalities

The legal formalities to be complied with at the time of forming a company are
complicated and difficult. Even after incorporation, its functioning is subject to severe
restrictions. A number of documents have to be filed with the Registrar of joint stock
companies from time to time and every failure in this regard invites penalties.

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Heavy cost of Floating a company
At the promotion and incorporation stage itself, the company has to get the services of
specialised professionals. Many documents are to be drafted and printed. Further, huge
expenditure is to be incurred for publicising the issue of prospectus, inviting the public to
subscribe to the shares of the company. Cost of merchant bankers to whom the entire issue of
shares is entrusted, also adds considerably to the cost of raising capital.

Separation of Ownership and Control

Though divorce of ownership and control is an advantageous feature of a company
form of organisation, it also acts as a setback in that the shareholders are not entitled to
participate directly in its management. Their interest may not be well taken furthering their
own selfish motives, and thereby harming the larger interest of the company and the
shareholders.

Fraudulent Promoters
Unscrupulous promoters may mobilise large capital through attractively designed
prospectus, swindle the money and disappear, despite the stringent legal restrictions.
Shareholders lose their entire money. Such companies, known as ‘fly by night companies’ are
a threat to a healthy capital market.

Oligarchic Management
In theory, the management of a company is democratic, as it is in the hands of the
Board of Directors who are elected by the shareholders from among themselves. However, in
reality it proves to be a case of oligarchy. Due to the apathy and ignorance of a vast number
of shareholders and because of their being widely scattered throughout the length and breadth
of the country, a very few shareholders tend to get themselves elected as directors and
manage the affairs of a company. Since the voting strength depends on the number of shares,
the power is concentrated in a few hands. Also the shareholders attending the meeting are far
less. They do not have any voice in the management and the general meetings prove to be
only a farce.

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LIFTING OF THE CORPORATE VEIL:

The Corporate Veil Theory is a legal concept which separates the identity of the
company from its members. Hence, the members are shielded from the liabilities arising out of
the company’s actions.

Therefore, if the company incurs debts or contravenes any laws, then the members are
not liable for those errors and enjoy corporate insulation. In simpler words, the shareholders are
protected from the acts of the company.

Corporate Veil Theory

The Corporate Veil Theory is a legal concept which separates the identity of the
company from its members. Hence, the members are shielded from the liabilities arising out of
the company’s actions. Therefore, if the company incurs debts or contravenes any laws, then the
members are not liable for those errors and enjoy corporate insulation. In simpler words, the
shareholders are protected from the acts of the company.

Piercing the Corporate Veil

Scenarios under which the Courts consider piercing or lifting the corporate veil are as below,

1. To Determine the Character of the Company

There are cases where the Courts need to understand if the company is an enemy or
friend. In such cases, the Courts adopt the test of control. The Courts usually avoid piercing the
corporate veil, unless the public interest is in jeopardy. However, to ascertain if a company is an
enemy company, the Court might choose to do so.

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2. To Protect Revenue or Tax

In matters concerning evasion or circumvention of taxes, duties, etc., the Court might
disregard the corporate entity.

Imagine a company that is used to evade tax. In such cases, piercing the corporate veil
allows the Court to understand the real owner of the income of the company and make the said
person liable for legitimate taxes.

3.If trying to avoid a Legal Obligation

Sometimes the members of a company can create another company subsidiary company
to avoid certain legal obligations. In such cases, piercing the corporate veil allows the Courts to
understand the real transactions.

Imagine a company liable to share 20 percent of its profits with its employees as a
bonus. This is a legal obligation. To avoid this, the company opens a wholly owned subsidiary
company and transfers its investment holdings to it.

The new company formed has no assets of its own and no business income either. It is
completely dependent on the principal company.

4. Forming Subsidiaries to act as Agents

Sometimes, the basis of the formation of a company is to act as an agent or trustee of its
members or of another company. In such cases, the company loses its individuality in favour of
its principal. Also, the principal is liable for the acts of such a company.

5. A company formed for fraud or improper conduct or to defeat the law

In cases where a company is formed for some illegal or improper purposes like defeating
the law, the Courts might decide to lift or pierce the corporate veil.

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KINDS OF COMPANY:

Joint Stock Companies can be classified on the basis of incorporation, nature of

liability, extent of public interest, ownership, nationality etc. Let us examine briefly the
different kinds of companies.

ON THE BASIS OF INCORPORATION:

Any company is to be incorporated under an Act. The provision of the particular Act
under which it is established governs its working. Companies of this kind are of three types.
They are:

Chartered Companies
Companies established as a result of a charter granted by the King or Queen of a
country is known as chartered companies. The charter issued, governs their functioning.
Examples: East India Company and Bank of England. The provisions of the Companies Act
are not applicable to them. In India, such companies do not exist now.

Statutory Companies
Companies established by Special Acts of Parliament or State Legislatures are called
statutory companies. The special Acts under which they are established regulate their
functioning. Reserve Bank of India, Life Insurance Corporation of India etc. is of this type.

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Registered Companies
Companies which are registered under The Companies Act, 1956 are called registered
companies. A vast majority of companies we come across belong to this category. Tata
Motors Limited, Satyam Computer Services Ltd, EID Parry Ltd, etc belong to this category.

ON THE BASIS OF LIABILITIES:

On the basis of the extent of liabilities of the shareholders such companies are divided
into three categories.

Companies Limited by Shares

Here the maximum liability of a shareholder is limited to the amount unpaid on the
shares held. Once he pays the full value of shares, he has no further liability. A vast majority
of companies in India are of this type.

Companies Limited by Guarantee

In a company limited by guarantee the liability of a shareholder is limited to the
amount he has voluntarily undertaken to contribute to meet any deficiency at the time of its
winding up. Such a company may or may not have a share capital. If it has a share capital a
member’s liability is limited to the amount remaining unpaid on his shares plus the amount
guaranteed by him. This type of company is started with the object of promoting science, arts,
sports, charity, etc. It is clear that its objective is not profit earning. It gets subscription from
its members and donations and endowments from philanthropists.

Unlimited Companies
The liability of the members of unlimited companies is unlimited. In other words,
their liability extends to their private properties also in the event of winding up. Unlimited
companies are almost non-existent.

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COMPANIES ON THE BASIS OF NATIONALITY:
They are of two types viz domestic companies and foreign companies.

Domestic Company
Companies registered under the Companies Act, 1956 or under earlier Acts are
considered domestic companies.

Foreign Company
Foreign company means a company incorporated outside India but having a place of
business in India. It has to furnish to the authorities the full address of the registered or
principal office of the company or a list of its directors or names and addresses of the
residents in India authorized to receive notices, documents, etc.

ON THE BASIS OF OWNERSHIP:

They are of three types viz holding company, subsidiary company and Government
Company.

Holding and Subsidiary Companies

A company becomes a holding company of another
i) If it can appoint or remove all or majority of the directors of the latter company or
ii) If it holds more than 50% of the equity share capital of the latter or
iii) If it can exercise more than 50% of the total voting power of the latter.
The other company which is so controlled is called subsidiary company.

Government Companies
A Government company is one in which not less than 51% of the paid up capital is
held by the Central Government or by any one or more State Governments or partly by the
Central Governments and partly by one or more State Governments. Examples: Bharat Heavy
Electricals Limited, Steel Authority of India Limited, etc A subsidiary of a Government
company is also treated as a Government company. A Government company also enjoys a
separate corporate existence. It should not be identified with the Government and its
employees are not Government employees.

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ON THE BASIS OF NUMBER OF MEMBERS:

Public Limited Companies

The public is invited to subscribe to the shares of the company usually by issuing a
prospectus. Shares are easily transferable. Minimum number of person is seven and there is
no limit to the maximum number of shareholders. The name must end with the word
‘limited’.

Private Limited Companies

A private limited company is a company which has a minimum paid up capital of
rupees 1, 00,000 or such higher paid up capital, as may be prescribed. The Articles of
Association may prescribe the following.

i. Restricts the right to transfer the shares, if any.

ii. Limits the number of its members to 200 not including its present or past
employee- members
iii. Prohibits any invitation to the public to subscribe to any shares in or debentures of
the company. The name of the company must end with the words “Private Limited”.

DIFFERENCES BETWEEN A PRIVATE LIMITED COMPANY AND A PUBLIC

LIMITED COMPANY
S.No Basis of Private Limited Public Limited Companies
Differences Companies
In the case of a private limited As for the public limited
company, the minimum company while the minimum
number of members is two number of members is 7, the
Number of
while the maximum is not to maximum is unlimited
Members
1 exceed 200 ( excluding its
employee members whether
past or present)

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 The words " Private Limited" The name of a public limited
must be added at the end of company must end with the word
2 Name
the name of the private limited "Limited "
company
A private limited company has A Public limited company can
to file the Articles of have either its own Articles or
Articles of
3 Association of its own with can adopt model set of articles as
Association
the Registrar of companies provided in Table A of the
companies Act.
The question of minimum A public limited company has to
subscription does not arise in collect minimum subscription as
Minimum
4 the case of a private limited specified in the prospectus, i.e.
Subscription
company minimum of 90 % of the Shares
issued by the company
Conditions to be satisfied In the case of public limited
before allotment of shares do companies only after collecting
Allotment of not apply to a private limited minimum subscription and after
5
Shares company allotting shares to existing
shareholders, allotment to new
applicants can begin
A private limited company In the case of a public limited
must have at least two company, it should have at least
directors. They need not retire three directors. They are subject
6 Directors
by rotation. One can act as a to retirement by rotation. A
director in any number of person can act as a director for a
private limited companies maximum of 15 companies

A Private limited A public limited company should

company need not hold hold it within six months from
Statutory
7 any statutory meeting the date of the commencement of
Meeting
business.

Company Law and Secretarial Practice – I Page 11

 The minimum number of Whereas it is five in a public
members to be present in a limited company
8 Quorum meeting so as to constitute a
valid meeting is two in a
private company
In a public limited company, the
overall managerial remuneration
shall not exceed 11 % of the net
In a private limited company,
Managerial profits. However, if there is no
9 no limit has been placed on
Remuneration profit in any year, or if the profits
managerial remuneration
are inadequate, such
remuneration shall not exceed the
limits prescribed in the act.
A private company is A public limited company can
Issue of
10 prohibited from issuing issue prospectus.
Prospectus
prospectus.
There is restriction on the Shares of public company are
Transfer of
11 transfer of shares in this freely transferable
shares
company
Issue of Rights issue does not arise Public company's new shares are
12 subsequent offered first to the existing
shares shareholders
Issue of share A private company cannot It can issue share warrants
13
warrants issue share warrant
In a private company a Public company directors have to
Retirement of director is not required to retire at the age of sixty five
14
directors retire at the age of sixty five years.
years.

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OVERVIEW OF COMPANY ACT 1956:

The Companies Act, 1956 constitutes the Company Law in India. It came into force
with effect from 1st April, 1956. It is a consolidating Act which presents the whole body of
the company law in a complete form and repeals earlier Companies Act and subsequent
amendments. It contains 658 sections and XV schedules and numerous forms.

MAIN OBJECTIVES OF COMPANY ACT 1956:

1. To protect the interest of shareholders.

2. To safeguard interest of creditors.
3. To help the development of companies in India on healthy lines.
4. To help the attainment of ultimate ends of the social and economic policy of the
government.
5. To equip the government with necessary powers to intervene directly into affairs
of a company in public interest.

SPECIAL FEATURES OF COMPANIES ACT 1956:

1. It provides more stringent provisions relating to the company promoters and company
management.

2. It provides elaborate provisions relating to the form and contents of a prospectus,

maintenance of accounts by companies, reduction of share capital, etc.

3. This Act recognizes the institution of ‘Government Companies’ (in which government
holds at least 51% share capital) and makes special provisions for them.

4. The Act also provides measures calculated to disintegrate the concentration of

economic power and wealth which affect the public interest adversely.

5. It gives extensive powers to the Central Government and the Company Law Board to
intervene directly in affairs of a company in public interest, in recognition of the fact
that a public company should be regarded as a national asset and not as something of
exclusive concern to the shareholders or the directors.

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 COMPANY LAW BOARD (CLB)

With a view to ensuring greater efficiency, cohesion and despatch in the day-to-day
administration of the Companies Act, an administrative authority, namely, the Board of
Company Law Administration (popularly known as the Company Law Board) was set up in
February 1964, by Central Government, in accordance with Section 10F. The CLB is to
exercise and discharge such powers and functions of the Central Government under this Act
or any other law as may be conferred on it by the Central Government, by notification in the
Official Gazette under the provisions of this Act or that other law.

Under the provision of Companies (Amendment) Act, 1988, the powers and functions
of CLB have been enlarged. The new Board is quasi-judicial body. It has been vested with
considerable powers and functions. Some of these are judicial while others are administrative
in nature. The Board has the power to regulate its own procedure and act in its own
discretion. The Board would be guided by the principles of natural justice in the conduct of
its business.

The new CLB, as reconstituted on 31st May, 1991, has framed the CLB Regulations,
1991, for regulating the proceedings before it. The government has also prescribed the fee
making an application to the Company Law Board vide CLB (Fees on Application and
Petitions) Rules, 1991.

The CLB is to consist of such number of members, not exceeding 9, as the Central
Government may appoint by notification in the Official Gazette, and one of such member
shall be appointed as its Chairman. The members of the CLB shall possess such
qualifications and experience as may be prescribed. They may be appointed for such period,
not exceeding 3 years, as may be specified in the notification.

APPEAL AGAINST THE ORDERS OF THE CLB

Section 10F, provides that an aggrieved person may file an appeal against any
decision or order of the CLB before the High Court, within 60 days from the date of
communication thereof, on any question of law. The said period of 60 days may be extended
by the Court to a further period up to 60 days on justifiable grounds. The order or decision of
the Board on any question of fact will be final and will not be appealable. The High Court to
which an appeal against the decision of CLB would lie.

Company Law and Secretarial Practice – I Page 14

OVERVIEW COMPANY SECRETARIES ACT 1980:

Short title, extent and commencement .- (1) This Act may be called The Company
Secretaries Act, 1980.
 It extends to the whole of India.
 It shall come into force on such date as the Central Government may, by
notification in the Official Gazette, appoint.
Incorporation of the Institute.- (1) All persons whose names are entered in the Register of
the dissolved company immediately before the commencement of this Act and all persons
who may hereafter have their names entered in the Register to be maintained under this Act,
so long as they continue to have their names borne on the Register to be maintained under
this Act, are hereby constituted a body corporate by the name of the Institute of Company
Secretaries of India and all such persons shall be known as members of the Institute.

Entry of names in the Register.-(1) Any of the following persons shall be entitled to have
his name entered in the Register, namely:—
(a) any person who immediately before the commencement of this Act was an Associate or a
Fellow (including an Honorary Fellow) of the dissolved company;
(b) any person who is a holder of the Diploma in Company Secretaryship awarded by the
Government of India;
(c) any person who has passed the examinations conducted by the dissolved company and has
completed training either as specified by the dissolved company or as prescribed by the
Council, except any such person who is not a permanent resident of India;

Associates and Fellows.- (1) The members of the Institute shall be divided into two classes
designated respectively as Associates and Fellows.
(2) Any person other than a person to whom the provisions of sub-section (4) apply shall, on
his name being entered in the Register, be deemed to have become an Associate and as long
as his name remains so entered, shall be entitled to use the letters "A.C.S." after his name to
indicate that he is an Associate.

Company Law and Secretarial Practice – I Page 15

(3) A person, being an Associate who has been in continuous practice in India as a Company
Secretary for at least five years and a person who has been an Associate for a continuous
period of not less than five years and who possesses such qualifications or practical
experience as the Council may prescribe with a view to ensuring that he has experience
equivalent to the experience normally acquired as a result of continuous practice for a period
of five years as a Company Secretary shall, on payment of such fees, as may be determined,
by notification, by the Council, which shall not exceed rupees five thousand, and on
application made and granted in the prescribed manner, be entered in the Register as a
Fellow:
Certificate of practice.- (1) No member of the Institute shall be entitled practise, whether in
India or elsewhere, unless he has obtained from the Council a certificate of practice. A
member who desires to be entitled to practise shall make an application in such form and pay
such annual fee, for his certificate as may be determined, by notification, by the Council,
which shall not exceed rupees three thousand, and such fee shall be payable on or before the
1st day of April in each year : Provided that the Council may with the prior approval of the
Central Government, determine the fee exceeding rupees three thousand, which shall not in
any case exceed rupees six thousand.

Members to be known as Company Secretaries.- Every member of the Institute in practice

shall, and any other member may, use the designation of a Company Secretary and no
member using such designation shall use any other description, whether in addition thereto or
in substitution therefor : Provided that nothing in this section shall be deemed to prohibit any
such member from adding any other description or letters to his name, if entitled thereto, to
indicate membership of such other institute whether in India or elsewhere as may be
recognised in this behalf by the Council, or any other qualification that he may possess, or to
prohibit a firm, all the partners of which are members of the Institute and in practice, from
being known by its firm name as Company Secretaries.

Company Law and Secretarial Practice – I Page 16

Constitution of the Council of the Institute .-(1) There shall be a Council of the Institute
for the management of the affairs of the Institute and for discharging the functions assigned
to it by or under this Act. The Council shall be composed of the following persons, namely:--
(a) not more than fifteen persons elected by the members of the Institute, from amongst
the Fellows of the Institute chosen in such manner and from such regional
constituencies as may be specified: Provided that a Fellow of the Institute, who has
been found guilty of any professional or other misconduct and whose name is
removed from the Register or has been awarded penalty of fine, shall not be eligible
to contest the election,
Settlement of disputes regarding election.-In case of any dispute regarding any election
under clause (a) of sub-section (2) of section 9, the aggrieved person may make an
application within thirty days from the date of declaration of the result of election to the
Secretary of the Institute, who shall forward the same to the Central Government.

Establishment of Tribunal.-(1) On receipt of any application under section 10A, the Central
Government shall, by notification, establish a Tribunal consisting of a Presiding Officer and
two other Members to decide such dispute and the decision of such Tribunal
shall be final.

Functions of Council.-(1) The Institute shall function under the overall control, guidance and
supervision of the Council and the duty of carrying out the provisions of this Act shall be
vested in the Council.
(2) In particular, and without prejudice to the generality of the foregoing powers, the duties of
the Council shall include-
(a) To approve academic courses and their contents;
(b) The prescribing of fees for the examination of candidates for enrolment;
(c) The prescribing of qualifications for entry in the Register;
(d) The recognition of foreign qualifications and training for purposes of enrolment;
(e) The prescribing of guidelines for granting or refusal of certificates of practice under this
Act;
(f) The levy of fees from members, examinees and other persons;
(g) The regulation and maintenance of the status and standard of professional qualifications
of members of the Institute;
(h) The carrying out, by granting financial assistance to persons other than members of the

Company Law and Secretarial Practice – I Page 17

 Council or in any other manner, of research in such matters of interest to Company
Secretaries as may be prescribed;
(i) To enable functioning of the Director (Discipline), the Board of Discipline, the
(ii) Disciplinary Committee and the Appellate Authority constituted under the
provisions of this Act;
(j) To enable functioning of the Quality Review Board;
(k) Consideration of the recommendations of the Quality Review Board made under clause
of section 29B and details of action taken thereon in its annual report; and
(l) To ensure the functioning of the Institute in accordance with the provisions of this Act and
in performance of other statutory duties as may be entrusted to the Institute from time to
time.

References

1. Company Law and Secretarial Practice Dr. G.K. Varshney -SahityaBhawan

Publications.

2. Company Law and Secretarial Practice by J. Santhi - Margham Publications.

3. Secretarial Practice - M C Kuchhal – Vikas Publishers.

4. Company Law - Dr. S.R. Myneni - Asia Law House Publishers.

5. Company Law and Secretarial Practice - Dr. PMS .Abdul Gaffoor and Dr.S.

Thothadri vijay Nicole imprints private limited.

6. Company Law and Secretarial Practice – N.D.Kapoor – Sultan chand& Sons

Publications.

Company Law and Secretarial Practice – I Page 18

 Questions

Two marks question:

1. What is company?
2. Define company.
3. What is Holding Company?
4. What is Government Company?

Five Marks question:

1. What is the Salient Features Company?

2. What is the Merits of the Company?
3. What are the Demerits of the Company?
4. Discuss the overview of company’s act 1956.

Ten marks question

1. What the different between public company and private company?

2. Discuss the kinds of company.
3. Discuss the overview of company secretaries’ act 1980.

Company Law and Secretarial Practice – I Page 19