Remembering 26/11

Let us all pay tributes to all those people who laid down their lives in order to save innocent people.
Jai Hind

All the best

All the best for your third sessionals

sessional Marks

Name
First Sessional
Second sessional
(Note: - indicates the student has not given the sessional)
Aakarshan Dogra
3.5
2.5
Abhay Singh
5
1
Abinandan Tyal
-
5
Abhishek Kumar Singh
6
-
Abishek Yadav
3
-
Aditya Kumar
6
-
Ahasan Khan
-
6
Ajay kumar Chaudhary
6.5
-
Ajay Sharma
5
-
Akash Mishra
-
0
Akash Deep Ydav
6.5
4.5
Alok Kejariwal
11
6
Amit Kumar Ojha
0
-
Amit Shrivastava
10
6
Amit Verma
12
-
Aniket Singh
8.5
-
Anil Kumar
-
-
Anadi Gupta
13
-
Ankesh Pandey
12
-
Ankit Chauhan
-
2
Ankit Gupta
12
7
Ankit Pansari
9
6
Ankita Sharma
9
-
Anuj Arora
-
3
Anuja Anand
-
-
Anup Harlalka
6.5
5
Apoorv Tyagi
-
0
Arun Kasana
-
6
Asjad Ali Ansari
4
-
Arjun Singh
2
-
Arpit Gupta
7.5
4
Atul Ojha
8
5
Bhagat Singh Tewatia
-
-
Bhuvanya Singh
6.5
7.5
Bhanu Gupta
10.5
-
Dimpal Tuteja
10.5
-
Deepak Nagar
0
0
Deepansu Tyagi
-
5
Deepika Prakash
-
-
Devesh Jaiswal
-
5
Dinesh Rathore
9.5
-
Dolly Maggu
3
1
Gaurav Agarwal
1.5
4
Gaurav Singh
-
0
Gaurav Goyal
4.5
-
Geet Sethi
8
5
Harshit Singh
6
1
Harsh Wats
-
0
Harishawana
-
2
Iwin Sunny
-
-
Jeetendra Chauhan
0.5
1
Karan Jaiswal
-
-
Kaushal Kumar
5.5
-
Kurshid Alam
3.5
3
Khushboo Mavi
7.5
2
Krishna Pratap Singh
7.5
-
Kunal Gupta
-
-
Kr. Shashank Sharma
-
7
Kunwar Singh Chauhan
8.5
-
Lalit KuMAR
5.5
1
Mehtab Ahmad
6.5
2
Manish Marwah
6.5
1
Md. Kashif Jamal
-
-
Md. Arfat Alam
0.5
-
Mohit Singh
-
3
Minakshi Mazumdar
10
8
Md. Formuz Alam
-
-
N. Lakshmikant Singh
6.5
-
Naina Bhati
7
-
Niharika
10.5
-
Nitin Rikwal
8.5
-
Neelesh Singh
-
4
Neha Goel
12.5
11
Nitesh kr. Singh
5.5
-
Neer Bhati
3.5
6
Nistha Rawat
-
-
Nitin Kumar
2
2
Nivedita Bag
4
6
Naved Alam
6.5
2
Ojas Dubey
-
-
Omar Baktoo
-
4
Pawan Kumar
-
-
Preeti Khatri
-
-
Pratibha Misra
5.5
-
Pradeep Negi
0
3
Pradeep Garg
1.5
4
Poornmima Sharma
2
3
Prateek Swami
1.5
8
Pravendra Singh
2
4
Pratyush Prajapati
-
-
Prachi Agarwal
10.5
6
Parashar Amarnath
11
-
Priyanka Sachdeva
5
3
Pranjul Sharma
3.5
6
Prateek Kumar
-
-
Prateek Singhal
1.5
-
Pankaj Bhardwaj
4.5
-
Rahul Sharma
1.5
3
Ruby
-
7
Renu Negi
2
4
Reetika Verma
10
2
Rahul Singh Gaur
11
6.5
Rajni Chaudhary
7
-
Rahul Bhaduri
-
-
Ruchika Singh
10
-
Rajesh Kumar
-
-
Rony Rishi
6
-
Rishabh Jain
-
-
Sidra Mairaj
11
-
Sushil Kumar
10
7
Shilpa Kamboj
11.5
8
Shoobhana Swati
10.5
8
Sachin Parihar
9
3
Shivangi Rai
1
-
Sukanya Hazarika
5.5
-
Sudhir Mavi
-
8.5
Siddharth Jain
-
-
Suhaib Malik
-
2
Saranya
8.5
4.5
Sumit Saurabh
-
-
Shweta Nagar
4
0
Sunil Prasad
1
-
Sumit Kumar
-
-
Sandeep Kr. Pandey
-
1
Sudhanshu Goyal
2.5
0
Sweta Singh
4.5
6
Sharyska
-
4
Sunny Pathak
7.5
-
Simmi Chaudhary
-
2
Sunny Nongmaithem
1.5
1
Sachin Sharma
4.5
0
Sarthak Bansal
-
4
Soni Sinha
-
-
Sangeeta Bhati
5.5
-
Shashank Prajapati
4
-
Tushant Yadav
-
2
Tarun Kansal
5
2
Vineet Tomar
-
-
Vipin Yadav
5.5
7
Vipin Kumar
-
3
Vinay Bhatt
7.5
-
Varun Singh
-
3
Vipin Kohli
0
1
Vaibhav Singh
-
6
Yoginder
0
5
Yogesh Dhandharia
9.5
-
Anand Shankar
-
-
Anuj Kasana
-
-
Mayank Kalara
-
-
Vishal Das
-
-
Joginder Lohia
9.5
1

Syllabus for the third sessional test

Directors,
Meetings
Memorandum of Association
Articles of Association
Competition Act 2002
Payment of Bonus Act
Employee Provident Fund Act

All the best

Wish you good luck for your sessionals

E-filing

The Ministry of Company Affairs (MCA) has launched a major e-Governance initiative ‘MCA 21'. all documents needs to be filed electronically with the Registrar of Companies through the MCA portal. Hence, the old forms have become redundant. New forms have been designed for each event and the same needs to be filed currently with the ROC.
The e - filing would be mandatory with effect from 15th September, 2006
The basis of e-filing would depend upon the following three factors
1. Every company needs to have CIN - Company Registration Number
2. Every Director needs to have a DIN - Director Identification Number
3. Every document needs to be attested by using Digital Signature
CIN: CIN is the 21 digit registration number that is being issued to companies that have been formed say in the past 4 years. However companies registered prior to issue of CIN would now be required to obtain CIN. The earlier registration numbers were of the type: 08- 12450. The new CIN is of the format U74140KA2005PTC036795. The new CIN can be obtained from the MCA portal without any fees.
DIN: Director Identification Number (DIN) is a unique identification number for an existing director or a person intending to become the director of a company. All the persons who are already Director/s of a company/ies or proposed to be a Director are required to have a DIN compulsorily. In the present scenario of e-filing, DIN will be a pre-requisite for filing of certain company related documents. No fee is required to be paid for the same. To get the DIN an online application is to be filed. A provisional DIN will be issued after online filing. Thereafter, the printed detail of the fields entered has to be generated. A photo has to be attached on the form with proof of the residence duly attested by Notary/ Gazetted Officer/ Certified Professionals (CA/ CS/ ICWA). The same will then be submitted in the RD office (Regional Director) at Noida. The RD office at Noida will issue the DIN. While filing the forms the company identification number (CIN) also needs to be mentioned. It has been clarified by MCA that on resignation of the Director from a company the DIN obtained does not have to be cancelled. The DIN will remain with the individual only. This is intended to be a lifetime number.
Digital Certificate : A Digital Signature is an electronic signature duly attested by a Certifying Authority that shows the authenticity of the person signing the same. For MCA 21, the following category of persons are identified as users of Digital Signature Certificates (DSC's)
a) MCA (Government) employees
b) Professionals (Chartered Accountants, Cost Accountants, Company Secretaries & Lawyers who interact with MCA)
c) Authorised signatories and Directors of companies
d) Representatives of Banks and Financial Institutions
Digital Signature Certificates are used in e-forms to ensure the signatory authentication and authentication of data. The e-forms and documents shall be digitally signed during the submission of requests by the users namely Directors or professionals. The Digital Signature Certificate shall also be used to login into the MCA portal instead of a password.
Other Features of e-filing
Certification of e-forms
Certification of company documents by practicing professionals as is presently required, has not only been continued by MCA-21 in its e-forms but the same has also been extended to several other forms comprising of Form Nos.2, 3, 5, 8, 10, 17, 18, 23, 24AB, 32. This pre-certification can be carried out by Chartered Accountants in whole-time practice as well as by Company Secretaries and Cost Accountants in practice. Besides Form 1 of Companies (Declaration of Dividend out of Reserves) Rules, 1975 and Form 1 of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 are also to be pre-certified.
Infrastructure for e-filing
The pre-requisite for using the portal MCA- 21 will be:
1. P-4 Computer with printer,
2. Internet Explorer 6.0 ver.
3. Adobe Acrobat Reader 7.05 ver. and
4. Digital Signature Certificate.
Facilities
The following facility will be available in e-filing
1. Pre-filling (based on information already provided).
2. Pre-scrutiny (validation of various entries made)
3. Attachment of document
4. Payment calculated by system
5. Payment may be ‘Challan' based or online through Payment Gateway.
Payment Gateway
The traditional ‘Challan' based systems may be used. MCA has tied up with 200 branches of SEBI, PNB, Indian Bank, ICICI and HDFC Bank for this purpose. For online payment the Payment Gateway of ICICI Bank has been implemented.
Note:
1. The filing will be done only through the portal MCA 21 and not through Email.
2. The transaction will be deemed as completed only after clearance of the payment by the bank.
3. The systems will hold the applications for five days till the payment is made
4. Stamp duty will be paper based. It is proposed that the payment of stamp duties will also be made online in phases through banks in near future.15 states have already authorized the Central Government in this regard (as stamp duty is a State subject) and authorization from the remaining States is expected.
All the information relating to MCA-21 is made available on the new portal www.mca.gov.in.
E-STAMPING FOR MCA SERVICES
MCA introduces the facility of e-stamping on pilot basis with effect from 14.09.2009 for selected MCA services in 20 States and 2 Union Territories.
(source: Internet)

Syllabus for second sessional

Unit I
Defintion of Company, Kinds of companies, Lifting of corporate veil, Doctrine of Indoor management, Doctrine of ultra vires, Incorporation of a company,Incorporatina documents, Prospectus and Allotment of shares

Unit II
Provisions relating to General and Board of Director's meetings, Company Law in a computerised environment, E-filing

Unit III
Competition Act 2002 - Main ingridients of Competition Law, Prohibition of certain agreements, abuse of dominant position and regulation of comblnations, Composition of Competition Commission of India, powers and duties

Assignment NO 2

Date of submission : 5.10.2009
No assignment shall be accepted after the submission date.


1.What is meant by the ‘veil of incorporation’? Having established the principle of the ‘veil’ why does the law make exceptions to the general rule?

2. Memorandum of association is said to be the Constitution of the Company. Explain.

3. What is the doctrine of ultra vires?

3. What are the articles of association? Explain its importance
.
4. Explain the rule laid down in the Royal British Bank vs Turquand and state the exceptions to the rule.

Tips to improve learning

1. Read the lesson once thoroughly. Close the book, try recalling what you have read.
2. Take small breaks in between studying. A student cannot concentrate for more than 45 minutes at a stretch.
3. Read out loudly (even if it disturbs other people in the house), other noises will not bother you!
4.Prepare point wise notes on flash cards.it is easier for revising.
5.Revise regularly.
6. Teach somebody else a difficult concept, it will be much clearer to you.

Cases on Company Law

1. Separate Legal Entity
Salmon vs. Salmon & Co. Ltd., (1877)
Salmon was a leather merchant. He sold his business for a sum of £30,000 to a company formed by him along with his wife, a daughter and four sons. The purchase consideration was satisfied by allotment of 20,000 shares of £1 each and issue of debentures worth £10,000, secured by a floating charge on the company’s assets in favour of Mr. Salmon. All the share holders subscribed for one share of £1 each. Mr. Salmon was appointed the managing director of the company. The company almost immediately ran into difficulties and eventually become insolvent and winding up commenced. At the time of winding up, the total assets of the company amounted to £6,050; its liabilities were £10,000 secured by the debentures issued to Mr. Salmon and £8,000 owing to unsecured trade creditors. The unsecured sundry creditors claimed the whole of the company’s assets, viz. £6,050 on the ground that company was a mere alias or agent for Salmon.
Held: The contention of the trade creditors could not be maintained because the company, being by law a person quite distinct from its members, could not be regarded as an ‘alias’ or agent or trustee for Salmon. Also the company’s assets must be applied in payment of the debentures as a secured creditor is entitled to payment out of the assets on which his debt is secured, on priority to unsecured creditors.
It can be inferred from Salmon’s case that there need not be any equilibrium or equitable distribution of voting amongst the members of the company. Mr. Salmon had £20,000 shares, whereas all other members had one share of £1 each.




Lee vs. Lee Farming Limited (1960)
A company was formed for the purpose of manufacturing aerial top-dressing. Lee, a qualified pilot, held all but one of the shares in the company and by the articles was appointed governing director of the company and chief pilot. Lee was killed while piloting the company’s aircraft and his widow claimed compensation for his death under the Workmen Compensation Act. The company opposed the claim on the ground that Lee was not a ‘worker’ as the same person could not be employer and the employee.
Held: There was a valid contract of service between Lee and the company and Lee, was therefore, a worker. Mrs. Lee’s contention was upheld.
2. Separate Property
Bacha F. Guzdar vs. The Commissioner of Income-Tax, Bombay (1955)
The plaintiff (Mrs Guzdar) received certain amounts as dividend in respect of shares held by her in a tea company. Under the Indian Income-tax Act, agricultural income is exempted from payment of income-tax. As income of a tea company is partly agricultural, only 40 per cent of the company’s income is treated as income from manufacture and sale, and therefore, liable to tax. The plaintiff claimed that the dividend income in her hands should be treated as agricultural income up to 60 per cent, as in the case tea company, on the ground that dividends received by shareholders represented the income of the company.
Held: Though the income in the hands of the company was partly agricultural yet the same income when received by Mrs. Guzdar as dividend could not be regarded as agricultural income.
It can be referred from Mrs. Guzdar’s case that a shareholder of a company is not a part-owner or co-owner of the company or its property. He is only given certain rights by law, for example, to attend and vote at the meetings of the shareholders, to receive dividend. Thus the property of the company belongs to the company and not to its shareholders.

Macaure vs. Northern Insurance co. Ltd., (1925)
‘Macaure’ held all except one share of a timber company. He had also advanced substantial amount to the company. He got insured the company’s timber in his personal name. On timber being destroyed by fire his claim was rejected for want of insurable interest. The court, applying principle of separate legal entity, held that the insurance company was not liable.

3. For The Protection of Revenue
In re Sir Dinshaw Maneckjee Petit (1927)
D was a rich man having dividend and interest income. He wanted to avoid income-tax. For this purpose, he formed four private companies, in all of which he was the majority share holder. The companies made investments and whenever interest and dividend income were received by the companies, D applied to the companies for loans, which were immediately granted and he never repaid. In a legal proceeding the corporate veil of all the companies were lifted and the income of the companies treated as if they were of ‘D’.

4. Where a Company has been Formed by Certain Persons to Avoid their Own Valid Contractual Obligations
Gilford Motor Co. Vs. Horne (1933)
A sold his business to B and agreed not to compete with him for a given number of years within reasonable local limits. A, desirous of re-entering business, in violation of the contractual obligation, formed a private company with majority shareholdings. B filed a suit against A and the private company and the court granted an injunction restraining A and his company with going ahead in the competing business.

5. Where a Company has been Formed for Some Fraudulent Purpose or Is A ‘Sham’

Construction Company (P) Ltd., (1996)
The Skipper Construction Company failed to pay the full purchase price of a plot to DDA. Instead, construction was started and space sold to various persons. The two sons of the directors who had business in their own names claimed that they had separated from the father and the companies they were running had nothing to do with the properties of their parents. But no satisfactory proof in support of their claim could be produced.
Held: that the transfer of shareholding between the father and the sons must also be treated as a sham. The fact that the director and members of his family had created several corporate bodies, did not prevent to the court from treating all of them as one entity belonging to and controlled by the director and his family.

6. Where a Company Formed is Against Public Interest or Public Policy
Daimler Co. Ltd., vs. Continental Tyre and Rubber Co. (1916)
C company was floated in London for marketing tyres manufactured in Germany. The majority of the C’s shares were held by German nationals residing in Germany. During World War I, C company filed a suit against D company for the recovery of trade debt. The D company contented that C company was an alien enemy company (Germany being at war with England at that time) and that the payment of the debt would be trading with the enemy. The court agreed with the contention of the defendants.

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