Saturday, 31 August 2019

Company Act 2013

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THE COMPANIES ACT, 2013          
1 Section 2(20)     “Company means a company incorporated under this Act or under any previous company law”.
      Case 1   Macaura v. Northern Assurance Co. Limited (1925)
      Case 2 Corporate Veil: Salomon Vs. Salomon and Co Ltd
      Case 3 To determine the character of the company i.e. to  nd out whether co-enemy or friend Daimler Co. Ltd. vs. Continental Tyre & Rubber Co.
      Case 4 To protect revenue/tax [S. Berendsen Ltd. vs. Commissioner of Inland Revenue]
      Case 5 evade or circumvent tax [Juggilal vs. Commissioner of Income Tax AIR (SC)].
      Case 6   [Dinshaw Maneckjee Petit],
      Case 7 To avoid a legal obligation (The Workmen Employed
in Associated Rubber Industries Limited, Bhavnagar vs. The Associated Rubber Industries Ltd.,
Bhavnagar and another).
      Case 8 Formation of subsidiaries to act as agents Merchandise Transport Limited vs. British Transport Commission (1982),
      Case 9 Company formed for fraud/improper conduct or to defeat law: Gilford Motor Co. vs. Horne
2 Section 2(22) Company limited by shares    
3 Section 2(21) Company limited by guarantee:    
      Case 10   Narendra Kumar Agarwal vs. Saroj Maloo
4 Section 2(92) Unlimited company    
5 Section 2(62) One person company    
6 Section 2(68) Private Company    
7 Section 2(85) Small Company    
8 Section 2(71) Public company    
9 Section 2(46) holding company    
10 Section 2(87) “subsidiary company    
11 Section 2(6) Associate company    
12 Section 2(52) Listed company    
13 Section 2(45) Government company    
14 Section 2(42) Foreign Company    
15 Section 8 Formation of companies with charitable objects etc.    
16 Section 455 Dormant company    
17 Section 2(72) Public Financial Institutions (PFI):    
18 Section 2(69) PROMOTERS:    
19 Section 3 FORMATION OF COMPANY    
20 Section 7 INCORPORATION OF COMPANY    
21 Section 9 EFFECT OF REGISTRATION    
      Case 11   [Hari Nagar Sugar Mills Ltd. vs.S.S. Jhunjhunwala].
      Case 12   [State Trading Corporation of India vs. Commercial Tax O cer].
      Case 13   [Spencer & Co. Ltd. Madras vs. CWT Madras].
      Casw 14    [Heavy Electrical Union vs. State of Bihar].
22 Section 10 EFFECT OF MEMORANDUM AND ARTICLES   As per section 10 of the Companies Act, 2013, where the
memorandum and articles when registered, shall bind the company and the members thereof to the same
extent as if they respectively had been signed by the company and by each member, and an agreement to
observe all the provisions of the memorandum and of the articles. All monies payable by any member to the
company under the memorandum or articles shall be a debt due from him to the company
23 Section 2(8) Nominal or authorised or registered capital    
24 Section 2(50) Issued capital    
25 Section 2(86) Subscribed capital    
26 Section 2(15) Called-up capital    
27 Section 2(84) Nature of shares    
      Case 15 Share is an interest in the company Borland Trustees vs. Steel Bors. & Co. Ltd
28 Section 44 Shares are a movable property   According to section 44 of the Companies Act, 2013, the shares or
debentures or other interests of any member in a company shall be movable property transferable in the
manner provided by the articles of the company.
29 Section 45 Shares shall be numbered   Section 45 provides, every share in a company having a share capital, shall be
distinguished by its distinctive number. This implies that every share shall be numbered.
However, this shall not apply to a share held by a person whose name is entered as holder of bene cial
interest in such share in the records of a depository.
30 Section 43 Kinds of share capital    
      memorandum of Assosiation   A memorandum is a public document under Section 399 of the Companies Act, 2013. Consequently,
every person entering into a contract with the company is presumed to have the knowledge of the
conditions contained therein.

As per
Section 4, Memorandum of a company shall be drawn up in such form as is given in Tables A,
B, C, D and E in Schedule I of the Companies Act, 2013.
Table A is a form for memorandum of association of a company limited by shares.
Table B is a form for memorandum of association of a company limited by guarantee and not having a
share capital.
Table C is a form for memorandum of association of a company limited by guarantee and having a
share capital.
Table D is a form for memorandum of association of an unlimited company.
Table E is a form for memorandum of association of an unlimited company and having share capital.
           
      Case 16   Ashbury Railway Carriage and Iron Company Limited v. Riche-(1875).
      Case 17 AOA (Guiness vs.Land Corporation of Ireland).
      Case 18 AOA Ashbury Carriage Co. vs. Riches
      Case 19   [S.S. Rajkumar vs. Perfect Castings (P)Ltd.].
31 Section 5 contents and model of articles of
association
   
32 Section 399 Doctrine of Constructive Notice    
      Case 20 Doctrine of Indoor Management: The Royal British Bank vs. Turquand
      Case 21 Actual or constructive knowledge of irregularity Howard vs. Patent Ivory Manufacturing Co
      Case 22 Actual or constructive knowledge of irregularity Morris v Kansseen
      Case 23 Suspicion of Irregularity Anand Bihari Lal vs. Dinshaw & Co.
      Case 24 Suspicion of Irregularity Haughton & Co. v. Nothard, Lowe & Wills Ltd
      Case 25 Forgery: Ruben v Great Fingall Consolidated.