Page 1 :
1-54, , 55-100, , 101-159, , 160-191, , 192-194, , , , , , , , Chapter |, , Introduction to Company, , eo, (A) Introduction to a Joint Stock Company — Definition and Features of a, Company — Types of Companies as per Companies Act, 2013 — (B) Introduction, to Company Secretary — Quolities, Qualifications, Appointment Procedure =~, Resignation and Removal - (C) Role of Company Secretary — Rights,, Responsibilities ond Liabilities of Company Secretary - Career Options of, Company Secretary ~ Objective Type Questions with Answers — Question Bank for, Seif-Practice., , —_—_e ea —, , INTRODUCTION TO COMPANY SECRETARIAL, PRACTICE:, , Company Secretarial Practice is one subject under commerce, discipline. It deals with the appointment, qualities, qualifications,, duties and responsibilities and legal position of a company, secretary. Secretarial practice is a subject with wide scope., Secretary's duties and responsibilities are made comprehensive, under the Companies Act, 2013. It is a new and progressive, version of old Companies Act, 1956 which was in Operation for, nearly 58 years. This Act is applicable to joint stock companies, (also called Indian corporate sector) functioning in India., Company form of organisation is superior to other forms of, organisation and is most popular in the present business world. It, is suitable to large size business organisations engaged in, production, marketing and other business activities, In India, we, have large number of private and public limited companies. ‘

Page 2 :
a - wer Vipul's™ Company Secretarial, , up created within the company. A company secretary, , , , certain essential qualifications as mentioned in the Compa ;, Act, 2013. He is given wide variety of duties and responsibil ‘, This includes statutory duties, administrative duties and so on. :, Company secretary needs proper qualifications (academig, ir, training and professional) and different qualities for performing, his duties and discharging his responsibilities efficiently and fe, tactfully. He is concerned with the drafting of company a, documents for company formation and orderly functioning of a “, company. In addition, he has to conduct correspondence with di, directors, ROC, shareholders and others including SEBI and stock ex, exchange (also called Secretarial Correspondence). | di, Secretarial practice subject broadly relates to Indian pe, , Companies Act, 2013 and functions, duties and responsibilities, , , , , , , , , , , , , , , , , , , , , , , , of a company secretary. In this book, we propose to discuss, details of a joint stc ympany, its ty Ss, company secretary, his, qualifications and ointment, his duties responsibilities and |, , role, company secretary and his services. Company documents, like memorandum and articles of association and finally the ], secretarial correspondence cou, With this brief introduction, let us turn to different aspects of a | Mo, joint stock company which is one oldest as well as most oF, appropriate and popular business organisation for the conduct of con, large scale business activities. | Con, [ (A) INTRODUCTION TO A JOINT STOCK ca, COMPANY smal, A joint stock company (popularly known as company) is a type Jo, of business organisation which is owned by the members who evolt, contribute share capital of the organization. A company has large oul, , membership, huge share capital and perpetual succession. It is, superior to other business organisations like sole trading n, and partnerships. It is suitable for the conduct of business on, large scale and is popular and extensively used in the p:, , business world. =, , The word company means a group of persons associa, , any common object/ purpose such as business, sports,, | ity and 50 on. Ina legal sense, a company i

Page 3 :
: Tegistered under the Companies Act, usually having the i, “Limited” as a part of its name. (e.g. Ashok Leyland Limited)., Large majority of companies are formed for the purpose of trade, or commerce. A company is a corporate body, a legal person with, , , , , , * independent existence., : Joint stock company is one popular and extensively used, form of business organisation. In this organisation, large number, y of people (investors) come together, contribute capital and, a manage the business through their representatives called, h directors. The business is run for earning profit and the profit, k earned is shared by all members/shareholders in the form of, dividend. Capital of the company is provided by large number of, in persons and hence company is an organisation established and, 2S managed jointly by many individuals called members/, Ss shareholders. The company has independent legal existence and, ‘is - Operates as an artificial person with long and stable life. A, rd company when incorporated is a legal person as distinct from its, ts members, he Joint stock company organisation is used extensively in many, countries due to its special features, benefits and suitability., fa Modern business is capital intensive and hence company form of, sit organisation is quite convenient. The companies are allowed to, , sot conduct business activities freely but within the limits set by the, Companies Act. They have to operate within the legal framework, created by the Indian Companies Act. Government also keeps, strict control on the functioning of companies for the protection of, small investors and also for effective corporate governance., , ype Joint stock company form of organisation is the latest in the, vho evolution of business organisations. At present, there are large, rge number of private, public and government companies which, it is operate in India in different areas such as production, marketing,, Sg services and so on. In India, private limited companies arg more, ns as compared to public companies. Some companies from Tata,, es Birla and other business groups are now operating as global, , companies. In addition, there are giant Indian companies such as, Reliance, L&T, Godrej, Hindustan Lever, Telco and Bajaj Auto., ; joint stock company form of organisation has a long, , © than 100 years in India. Companies are pla: a, , oe

Page 4 :
in the economic and industrial development of, , corporate sector is used for joint stock, , oO in India. By March 31, 2015, there were 10,22,011, companies functioning in India. Joint stock companies play, useful role in industrial/economic growth, empl, generation, export promotion and social welfare., , DEFINITION OF A COMPANY:, , (1) According to Prof. H. L. Haney: Joint stock company is, “An, artificial person created by law, having a separate entity, with perpetual, succession and a common seal.” 7, , (2) Chief Justice Marshall C. J.: “A corporation is an artificial, being, invisible, intangible and existing only in contemplation of the law,, being a mere creation of law, it possesses only the properties which the, charter of its creation confers upon it, either expressly or as incidental to, its very existence.”, , (3) According to Sec. 2(20) of the Companies Act, 2013, Company, , i “means a company incorporated under this Act or under any previous, company law”. |, , (4) In short, a company may be defined as “an incorporated, association which is an artificial person, having a separate legal entity,, with a perpetual succession, a common seal, a common capital comprised, of transferable shares and carrying limited liability.”, , The definitions noted above refer to different features of a, company which are as explained below., , FEATURES OF A COMPANY:, , Special features of a joint stock company form of organisation, are as explained below:, , (1) An Incorporated Association: Joint stock company is a, registered body of individuals. A company must be duly, incorporated/ registered under the prevalent Companies, Act. The registration is compulsory in India for n, company, irrespective of its nature, size, ownership and st, on. A company gets separate legal existence and personal, , , , , , , , , , SEU T rae aoe, , =, S, , , , (3), , , , , , , , RIFTLGeERE, , a

Page 5 :
So =”, , it, , \n, al, , ial, iw,, the, | to, , any, , ious, ‘ated, tity,, , rised, , of a, , , , , , , , , re, , Q), , (3), , , , , , tion to Company, an incorporated association and has independent, or personality. A company has its own corporate :, and is known to by such image or personality among, consumers, shareholders, creditors, banks and so on. In short,, one outstanding feature of a company is its independent, corporate existence., Artificial (Legal) Person: A company is purely a creation of, law. It is a voluntary association for earning profit. It has, neither a body nor a soul but functions over a long period as, it does not have natural death. However, its business can be, brought to an end by its owners by following suitable legal, procedure, A company is recognised as an artificial person in, law. A company does not exist physically but it does exist, legally. It is treated as a single person in law as distinct from, the members of the.company. Inspite of absence of physical, attributes, it can do everything like a human being due to the, legal status given to it. Like an individual, it can hold, property, appoint employees, incur debts, file suits and be, sued upon. Thus, it has a separate life which is quite distinct, from that of shareholders forming the company and quite, distinct from the directors who manage its affairs. A company, exercises various powers given to it by the Companies Act, and also by its M/A and A/A. A company is an artificial, legal person but can do every thing like a natural person., Perpetual Succession and Independent Existence: A, company has perpetual succession. It comes into existence, after incorporation and continues to exist till it is liquidated., The death, insolvency or insanity of shareholders/dealers/, directors does not affect it. Shareholders of a company may, Seathret Raadbadare les, company will be found cian oa —e ae —, stds ews ~~ ee 8 regularly. It is like a river, continuously. There is no natural death of a, company. However, it can be closed by followi :, legal procedure. It may go into liqui RoE ae raa, ee ae Y 8 i liquidation due to continuous, year. year or due to industrial sickness, This is because the life of the comma ®, of the lives of its members. . company is, , i. y—