...Introduction The concept of fiduciary obligations or duty is one of the most important areas in Australian law. In this project, I will try to illustrate and explain the duties in three kinds of relationships including the relationship between a director and a company, the relationship between the promoters and the corporation and the relationship between business partners. In each relationship, what kinds of the fiduciary duties should be performed is elaborated in details. The aim of the project is to help the readers to understand what “fiduciary obligations” actually means in Australian law. Fiduciary Duty of Directors According to the general law and the Corporations Act ss181 -184, as fiduciaries, the directors must have the fairness, loyalty and good faith when they implement the discretions and powers entitled to them. They cannot use their position of trust to benefit themselves at the expenses of the business without the company’s consent and full knowledge. In other words, we can say since the directors are acting on behalf of their company, they owe the duties of loyalty and good faith due to the fiduciary relationship with the companies. In addition, refer to the Corporation Act ss180, and the case of Percival v Wright 1902, the directors owed duties to the company but not shareholders individually. On the other hand, in depth, the fiduciary obligations of the directors can be divided into four aspects: 1. Directors have the duty to act in good faith for...
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... Esther Adilli Ikenye Being a seminar paper presented at the Fourth Edition of the Company Law, Management and Finance, Master of Laws (LL.M) Class, Seminar Series for the First Semester of the 2014/2015 Academic Session, organized by Dr. Eric Okojie (PhD) and held on Monday, the 20th day of July, 2015, at the Department of Law, Faculty of Law, University of Benin, in partial fulfillment of the requirements for the award of the degree of Master of Laws (LL.M), of the University TABLE OF CONTENTS ABSTRACT 1.0 INTRODUCTION 2.0 ORIGIN OF THE PROBLEMS ASSOCIATED WITH PRE-INCOPORRATION CONTRACTS 3.0 THE PROMOTER AND HIS ROLE IN THE FORMATION OF A COMPANY AND THE INTERPLAY BETWEEN PE-INCORPORATION CONTRACTS AND THE LAW OF AGENCY RULES 4.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN ENGLAND 5.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN NIGERIA 6.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN INDIA 7.0 THE POSTION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN SOUTH AFRICA 8.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN MALAYSIA 9.0 THE POSITION OF THE LAW ON...
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...IoD Big Picture Summer 2013 Tax avoidance: remedies and collateral damage SNAPSHOT • The term ‘tax avoidance’ needs to be carefully defined and is not the same as ‘tax abuse’ or ‘tax evasion’. This article considers where avoidance becomes abuse and, in particular, the advantages and disadvantages of some measures to control it. Tax avoidance: remedies and collateral damage Richard Baron, former Head of Taxation at the IoD, and Stephen Herring, his successor, consider the proper use of the term ‘tax avoidance’, where avoidance becomes abuse, and the pros and cons of some measures to control it. • The basics of UK tax law are simple, but difficulties arise from complex transactions that require specific rules – which in turn create opportunities for aggressive tax avoidance and abuse. ax avoidance has rarely been out of the news over the past two years, although the term has also rarely been properly defined and has often been muddled both with tax abuse and, even more incorrectly, tax evasion. Commentary has focused on two separate assertions that tax avoidance is taking place. Firstly, claims that some multinational groups of companies, generally US-owned, have undertaken planning which might involve recognising profits in one country rather than another that has higher corporation tax rates. Secondly, introducing planning arrangements to secure better treatments of financing costs, intellectual property rights and undistributed profits by locating business...
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...CHAPTER – I 1.1 Background of the Study Internship program is a career-related work experience conducted as an integral part of the academic program. It is very essential to get exposure to "real" business projects and problems, development of managerial skills and increased insights regarding organizational work environments thereby enhancing communication skills as the foundation of professional correspondences and understanding the general structure of most business situations by acquiring the new information and ideas so as to apply them for the benefits of the organization as well as the one’s own career development. The term “Bank” was derived from an Italian word “Banca”. Banks perform various specialized functions. Banks may be defined in terms of the various functions it performs. So it is quite impossible to define bank in just one word. However, bank can be described as such a financial institution that takes in funds as deposits repayable on demand or at short notice. According to the Shorter Oxford English Dictionary, “Bank is an establishment for the custody of money received from or on behalf of its customers. Its essential duty is to pay their drafts on it, its profit arise from the use of the money left unemployed by them.” Types of Bank There are many types of bank among them the main types of bank can be categorized as follows: a) Commercial Bank b) Development Bank b) Central Bank 1.2 Brief Introduction about Commercial Bank A commercial...
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...PROJECT REPORT ON {Commercial Credit Appraisals} “It Revolves around Character, Collateral & Capacity” FOR {HDFC Bank} BY () Submitted in partial fulfillment of requirements for award of Post Graduate Diploma in Management ATHARVA SCHOOL OF BUSINESS Marve Road, Charkop Naka, Malad (W), Mumbai 400 095 DECLARATION I hereby declare that the Project titled "{Commercial Credit Appraisals With HDFC Bank Ltd}" submitted as a part of the study of Post Graduate Diploma in Management (PGDM) is my original work. The Project has not formed the basis for the award of any other degree, diploma, associate ship, fellowship or any other similar titles. Place: Mumbai Date: CERTIFICATE This is to certify that () has completed the Project "{Commercial Credit Appraisals}" under the guidance of Prof. in partial fulfillment of the requirements for the award of Post Graduate Diploma in Management for the academic period 2009-11. Signature of the Guide Signature of the Director Place: Mumbai Date: ACKNOWLEDGEMENTS I take this opportunity to express my gratitude and extend my thanks to all those whose help and guidance made this endeavor successful. I extend my sincere thank to Shri Sunil Rane, Executive President, Atharva Education Trust; Shri N. S. Rajan, Dean...
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...connivance with auditors and chartered accountants. The company misrepresented its accounts both to its board, stock exchanges, regulators, investors and all other stakeholders. Is this an accounting fraud, a market manipulation/fraud or both? It is a fraud, which misled the market and other stakeholders by lying about the company’s financial health. Even basic facts such as revenues, operating profits, interest liabilities and cash balances were grossly inflated to show the company in good health. Who is to blame here? The promoters? The promoters are primary culprits, although it is almost impossible to misrepresent such facts without the connivance of the auditors and some executive board members. Independent directors, it seems, were kept in the dark about the actual books of accounts. What about the auditors? The role of external third party auditors, who were tasked to ensure that no financial bungling is undertaken to carry out promoters’ interest or hide facts, have also been brought to question. Anatomy of a fraud 1. Maintaining records · Raju maintained thorough details of the Satyam's accounts and minutes of meetings since 2002. · Raju stored records of accounts for the latest year (2008-09) in a computer server called "My Home Hub." 2. Fake invoices and bills · Details of accounts from 2002...
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...ONLY the corp’s shareholders and/or the State of incorporation can challenge (sue) re: ultra vires acts. B. ARTICLES OF INCORPORATION Must be filed w/ the state and must contain the following: 1. corp name 2. name & street address of registered agent 3. name(s) & address(es) of incorporators. 4. number & class(es) of authorized shares of stock These four requirements are universally req’d & must be memorized. Some states also require: 5. corp purpose (broadly defined) – “to engage in any legal activity” 6. corp powers 7. par value of authorized stock Shares of stock sold below par value, B. BY LAWS Not legally required, but corps will frequently have by-laws, which govern how the corp will be run. 1. cannot conflict w/articles 2. can be amended by EITHER Bd of Directors OR Shareholders C....
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...different ways and rarely take the time to think about how they can affect the outcome when used properly or inefficiently. The best way to convey my thoughts is by an example, when proper communication was used we were able to effectively resolve matters within the work place. During work hours my coworkers as well as supervisor have two weekly meetings to discuss changes in business that would greatly increase communication to our clients. Each meeting is held for 20 minutes to go over updates on important products and services being offered that month. By having these meetings we are able to determine, based on the communication that we have had with the clients, the best product or service tailored to their situation. Not only does it help hearing about live examples from my fellow coworkers, it also works both ways, in case they ever find themselves faced with the same dilemma while speaking with a client. We all know that in order to provide the best service we need to maintain constant communication over new products, services, changes in our systems and equipment. Doing so by keeping the customer wants and needs above all else, which can be easily done by sharing examples, thus making our communications during team meetings vital. Without having a weekly meeting as a form of communication I believe our goals would not be achievable. The overall message for providing assistance would be lost without a proper means of simply conveying and understanding the message...
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...Sources of Funding, Funding Raising & Disclosure Promoters and Pre-registration contracts • Who is a promoter? o Whaley Bridge Calico Printing v Green – court has recognised the term promoter as not a term of law but rather one of business. o Emma Silver Mining v Lewis & Son – see Twycross case – used in connection with companies involves the idea of exertion for the purpose of getting up and starting a company and also the idea of some duty towards the company. o Jubilee Cotton Mills v Lewis – professional people, such as lawyers, accountants and bankers, are often involved in carrying out professional services during the incorporation of the company. They are not regarded as promoters if they act purely in their professional capacity in the ordinary course of their profession. o Active promoters – Twycross v Grant Any person who is actively involved, either playing a minor or central role, in organising the formation of a company falls within the definition of promoter. Typical activities associated with promoters – Negotiation of preliminary agreements Preparation of company’s constitution Identifying prospective directors and shareholders Preparation of the company’s fundraising documents (e.g. an offer info statement or profile statement or prospectus) Raising capital, either before or after incorporation Payment of registration fees; and Registration f the company with ASIC. o Passive promoters – Tracey Mandalay Also extends to people who...
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...1 Satyam Scam in the Contemporary Corporate World: A Case Study in Indian Perspective Introduction Satyam Computer Services Ltd was founded in 1987 by B.Ramalinga Raju. The company offers information technology (IT) services spanning various sectors, and is listed on the New York Stock Exchange and Euronext.Satyam's network covers 67 countries across six continents. The company employs 40,000 IT professionals across development centers in India, the United States, the United Kingdom, the United Arab Emirates, Canada, Hungary, Singapore, Malaysia, China, Japan, Egypt and Australia. It serves over 654 global companies, 185 of which are Fortune 500 corporations. Satyam has strategic technology and marketing alliances with over 50 companies. Apart from Hyderabad, it has development centers in India at Bangalore, Chennai, Pune, Mumbai, Nagpur, Delhi, Kolkata, Bhubaneswar, and Visakhapatnam. "The truth is as old as the hills" opined Mahatma Gandhi, christened the Father of the Nation by Indians. So a company named "Satyam" (Truth, in Sanskrit) inspired trust. The IT boom in India, was fuelled by young, middle-class, and educated, budding Indian entrepreneurs and Western firms anxious to outsource to take advantage of high-skill, low-wage worker. This trend created a new breed of businessmen for the 21st century and generated many fortunes literally overnight. The global corporate community was flabbergasted and scandalized when the Chairman of Satyam, Mr. Ramalinga Raju resigned...
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...furnishings such as carpets and dusts, particularly on windy days and the summer when there are many grass pollens everywhere. Although my allergic rhinitis was often mild, my parents were still concerned of the fact that if it remained untreated, it may lead to more serious conditions such as asthma. Nevertheless, with regular consults and checkups to the doctor and as well as time and effort by my parents to control my allergies through proper home management coupled with good sanitation, I have, in time managed my symptoms and lived a healthy, happy childhood. In the long run, my allergies became less severe and had disappeared more often than not as I grew older. Time had passed and later on, I became an Emergency Department nurse at a regional public hospital. One time, during my duty, I have encountered a patient, a young boy of about 5 years old who was brought in and was immediately attended due to a severe asthma in exacerbation. Following the work instruction, after the triage, we then proceeded to nebulize the patient, gave him proper medications and placed him on a standby intubation status as ordered by the doctor. He was immediately admitted for observation of deterioration, and possible intubation since the child didn’t just have asthma in severe exacerbation but as well as community acquired pneumonia. Once the patient was stabilized, I was with the doctor during her discussion with the boy’s mother and it turned out that the patient was once admitted as well due...
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...Agreement made this day of 20 By a Company duly formed and registered under the Indian Companies Act and having its Registered Office in (hereinafter called “the Company”) WITH BSE LTD. (hereinafter called “the Exchange) Witnesseth WHEREAS the Company has filed with the Exchange an application for listing its securities more particularly described in Schedule I annexed hereto and made a part hereof AND WHEREAS it is a requirement of the Exchange that there must be filed with the application an agreement in terms hereinafter appearing to qualify for the admission and continuance of the said securities upon the list of the Exchange NOW THEREFORE in consideration of the Exchange listing the said securities the Company hereby covenants and agrees with the Exchange as follows: 1. The Company agrees — (a) that Letters of Allotment will be issued simultaneously and that in the event of its being impossible to issue Letters of Regret at the same time a notice to that effect will be inserted in the press so that it will appear on the morning after the Letters of Allotment have been posted; (b) that Letters of Right will be issued simultaneously; (c) that Letters of Allotment, Acceptance or Right will be serially numbered, printed on good quality paper and examined and signed by a responsible officer of the Company and that whenever...
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...Law 1. Define company? How many kinds of companies? Distinguish between private Ltd. and public Ltd. company. 2. What is Memorandum of Association? What are the elements of Memorandum of Association? What are the stages in the formation of a company? 3. What is capital? Describe briefly the source of companies’ capital? Define share? Describe briefly the classification of share? 4. Define contract? Describe briefly the essential elements of contract? Define Law? Describe briefly the classification of law? 5. Define partnership? The essential elements of partnership? Classes of partners and classes of partnership? 6. Short Notes: a) Article of Association. b) Difference between Memorandum of Association and Article of Association. c) Authorized Capital. d) Paid-up capital. e) AGM f) EGM. Q: What is contract? Describe the elements of contract? Ans. Section 2(h) of the Contract Act, 1872 provides that, “An agreement enforceable by law is a contract.”Therefore, in a contract there must be (1) on agreement and (2) the agreement must be enforceable by law. Agreements which are not enforceable by law they are not contract. Elements of contract: The essential elements of a contract are explained below: (1) Offer and acceptance: There must be a lawful offer by one party and a lawful acceptance of the offer by the other party or parties. “Lawful” implies that the offer and acceptance must conform to the rules laid down in the contract act 1872. (2) Intention...
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...A Summer Training Report On CREDIT APPRAISAL & CREDIT RISK RATING At Punjab National Bank Submitted in partial fulfillment of the requirements of Master of Business Administration (MBA) Amity University, Gurgaon (Manesar) Under the Guidance of: Submitted By: Name: Mr. A.K. Rastogi Mohit Batra Senior Manager MBA: 3rd Semester A50050213025 Amity Business School Amity University Gurgaon SESSION 2014 – 2015 Preface While searching for a suitable topic for the MBA Dissertation, I Had gone through the various projects & books, ultimately settling On the topic credit appraisal and credit risk rating –A Study With Reference To Punjab national bank The topic inspired me, to go through the various books, articles, Reports etc. to know the process and also understand the real Issues plaguing the industry. All these aspects then resulted in the development of the project Report titled ‘credit appraisal and credit risk rating –A Study with Reference To Punjab national bank.’ It is strongly hoped that this project covers not only the various Requirements of the Project Study but also of the Industry . Acknowledgement I would like to express my profound gratitude to all those who have been instrumental in the preparation of my project report. To start with, I would like to thank the organization Punjab...
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...Abstract The present paper aims at reviewing the various developments in Corporate Governance in India. Corporate Governance has gained a lot of importance and momentum the world over. The objective of any corporate governance system is to simultaneously improve corporate performance and accountability as a means of attracting financial and human resources on the best possible terms and of preventing corporate failure. In short Corporate Governance is about promoting corporate fairness, transparency and accountability. Keywords: Corporate Governance (CG) Security and Exchange Board of India (SEBI) Stakeholders Clause 49 OECD principles Chapter: 1 INTRODUCTION 1.1 Prelude Corporate governance (CG) has emerged as a very important ideal. The reason is, today companies are substantially contributing to the overall growth and development, particularly in emerging economies such as India and a healthy investment environment is vital. The corporate form of business has succeeded gradually and expanded worldwide. However, not all companies are managed successfully. There has been a spree of corporate frauds worldwide, e.g., Enron in the United States and Satyam Computers in India. The latter had accounting and auditing flaws apart from lack of accountability and oversight by Independent Directors at Board meetings. There was no whistle-blowing in case of Satyam Computers unlike Enron. The Satyam Computers revelation was an outcome of a takeover...
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