...Introduction A company is an entity that is treated as a legal person by the government. However, it is not as easy as it seems to operate a company. There are many challenges that companies face during the course of their operations. Depending on the degree of the problem, some companies are likely to wind up. Before understanding how a company can be wound up, it is important to understand how to form a company and what types of companies exist. Formation of a Company A company can be formed in numerous ways. To be specific, the main concentration shall be placed on formation of a company by registration. Registered companies are formed by registration under the Companies Act CAP 388. This is the most common way of forming a company. According to Section 13 of the Companies Act, There are two main types of companies; public company and private company. Private companies are divided into three different types. A private company limited by shares; a company limited by guarantee and an unlimited company. Types of Registered Companies A private company limited by shares, usually called a private limited company (Ltd.) has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company (plc). It is a company whose liability to creditors of the company is limited to the capital originally invested, i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. A private...
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...UNIVERSITY ABA 302:- COMPANY LAW WINDING UP DAVE LUNG’AHO SIGANGA This is the legal process by which a company’s legal existence is brought to an end. It is carried through by a person known as a liquidator who wraps up the company operations by taking control of the Company, collecting the company’s assets, pays the Company’s debts, and then distributes the surplus among the members of the company. The liquidation process involves inter alia; A] Settling the list of contributories B] Collecting the company’s assets; C] Paying the company’s debts and other liabilities D] Distributing the surplus assets among other contributories Priority of Payment 1. Liquidators/ official receivers fees 2. Expenses incurred by the liquidator/ official receiver 3. Petitioner’s expenses 4. Preferential debts 5. Unsecured Creditors 6. Repayment of share capital as per the Company’s Articles of Association 7. The residue will be distributed to the members of the Company Relevant Law The process of winding up is governed by the Company Act Chapter 486 Section 212 [1] provides that the winding up may be either; A] A compulsory winding up by the court or 1 B] A voluntary winding up, which may be either a member’s voluntary winding up, or a creditors voluntary winding up; or C] A winding up subject to the supervision of the High Court. Who may petition? a) The Company Itself: - The Company may by special resolution commence winding up proceedings. It is a Company decision to wind up, not a decision of...
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...Winding up / Dissolution of Companies Business Law Haroon Ahmadi 01-111131-101 Submitted To Sir Ahsen Ullah Winding up The term ‘winding up’ of a company may be defined as the proceedings by which a company is dissolved (i.e. the life of a company is put to an end). Thus, the winding up is the process of putting an end to the life of the company. And during this process, the assets of the company are disposed of, the debts of the company are paid off out of the realized assets or from the contributories and if any surplus is left, it is distributed among the members in proportion to their shareholding in the company. The winding up of the company is also called the ‘liquidation’ of the company. The process of winding up begins after the Court passes the order for winding up or a resolution is passed for voluntary winding up. The company is dissolved after completion of the winding up proceedings. On the dissolution, the company ceases to exist. So, the legal procedure by which the existence of an incorporated company is brought to an end is known as winding up. Consequences of winding up Some important consequences of winding up of company are: As...
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...not the only legal status that an insolvent person or other entity may have, and the term bankruptcy is therefore not a synonym for insolvency. In some countries, including the United Kingdom, bankruptcy is limited to individuals, and other forms of insolvency proceedings (such as liquidation and administration) are applied to companies. A creditor can file a bankruptcy petition to the High Court against a person or persons who have failed to repay debts. Under Section 6 of the Bankruptcy Ordinance, the amount of debt in a creditor's petition must be equal to or exceed a certain amount and must be unsecured. Other than the Creditor's Bankruptcy Petition (legal action commenced by creditors), debtors can also institute bankruptcy petitions against themselves (i.e. Debtor's Bankruptcy Petition). PROCEDURES INVOLED IN WINDING UP A COMPANY BASED ON BANKRUPTCY. Firstly, a liquidator is appointed either by the company shareholders passing resolution or by the court making an order, then liquidator collects the assets of the company and pays creditors in order to priority. The liquidator also distributes any surplus fund to the share holders and hence the company is then formally dissolved. In Reinsurance Australia Corporation Ltd v Odyssey Re (Bermuda) Ltd (2001) 36 ACSR 348; [2000] NSWSC 1118 it was held that a debt needed to be a liquidated sum in money presently due owing and payable by one person to another. In that case Macready M referred to McPherson J’s remarks in Rothwells...
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...Company Definition: A legal entity, allowed by legislation, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which can then focus on pursuing set objectives, and empowered with legal rights which are usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money. As Under Sec 2 (1) (d) The Company Act, 1994: “Company means a company formed and registered under this Act or an existing company.” PROMOTION OF A COMPANY Promotion is the first stage in the formation of a company . It involves conceiving a business opportunity & taking an initiative to form a company so that practical shape can be given to exploiting the available business opportunity. FUNCTIONS OF A PROMOTER (i) Identification of business opportunity (ii) Feasibility studies (a) Technical feasibility (b) Financial feasibility (c) Economic feasibility (iii) Name approval (iv) Fixing up Signatories to the Memorandum of Association (v) Appointment of professionals (vi) preparation of necessary document 1 (2) the characteristics of company: Characteristics of Company: Any Company Private or Public formed and registered according to The Company Act of 1994 has the following salient features: 1. A separate legal entity 2. An artificial legal body or person 3. An organized and incorporated body 4. Perpetual succession 5. Limited range of liabilities 6. Common seal ...
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...COMPANY LAW CHAPTER I Introduction 1.1. Background of Company Law The 'Company Law' in Bangladesh is provided and governed by The Companies Act 1994. Before independence of Pakistan, the Indian Companies Act 1913 was the main instrument in this sub continent regarding company business, which passed through major amendments, once in 1936 and then in 1938. Since independence of Pakistan in 1947 changes have been introduced into the Act from time to time not major in nature. After independence, Bangladesh took the Companies Act 1913 as the governing document of company business. Later on in 1994 the Government of Bangladesh enacted a new Act i.e., The Companies Act 1994 and this Act produced extensive changes in the Structure of Company Law, which was existed in that time. At present in Bangladesh, The Companies Act 1994 is the parent instrument of Company Law. 1.2. Objects and Purposes of Company Legislation The Company is a form of business institution in which the funds of a large number of investors are managed by a few persons for the purpose of earning profits, which are shared by all the investors. Following are the main objects and purposes of statutes relating to companies. 1) Encourage investments in companies by providing certain facilities, i.e., limitation of liability, transferability of shares etc. 2) Ensure due and proper administration of the funds and assets of companies in the interest of the investing persons. 3)...
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...QUESTIONS 1. Outline the role of an administrator appointed to a company which is insolvent. Once an administrator is appointed, what roles do the directors of the company have? If a company is insolvent, the directors can get themselves into serious trouble with the Law if they allow the company to continue to trade. According to Section 436A of the Act, directors are expected to appoint a voluntary administrator to the company even before it becomes insolvent: (1) A company may, by writing, appoint an administrator of the company if the board has resolved to the effect that: (a) in the opinion of the directors voting for the resolution, the company is insolvent, or is likely to become insolvent at some future time; and (b) an administrator of the company should be appointed. Section 437A(1) spells out the role of an administrator: (1) While a company is under administration, the administrator: (a) has control of the company’s business, property and affairs; and (b) may carry on that business and manage that property and those affairs; and (c) may terminate or dispose of all or part of that business, and may dispose of any of that property; and (d) may perform any function, and exercise any power, that the company or any of its officers could perform or exercise if the company were not under administration. According to ASIC’s website and s. 438A of the Act, the administrator, after taking control of the company, must investigate and report to creditors information as to...
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...Fill in the blank with a correct answer. 1. One type of shares is a redeemable ____________________ share. 2. All companies listed on the ____________________ are public company but not all public companies are listed. 3. In a meeting, ____________________ notice is required in order to remove an auditor or a director of a public company. 4. If a name is available to form a company, the Registrar will reserve it for ____________________ months. 5. One of the documents to be lodged with the Registrar to form a company is Form 48A, statutory declarations by promoters and ____________________. 6. Under Section 181 (1) (a) of Companies Act 1965, an oppression remedy can be applied where affairs of company or power of directors exercised in oppressive manner to one of the members or ____________________ to member’s interest. 7. The Memorandum of Association (MOA) defines the essential components of the structure of the company, partly for the ____________________ of those who do business with it 8. One of statutory exceptions for separate legal entity is provided under ____________________ of Companies Act where if a company breaches the prohibition against providing financial assistance for the purchase of its own shares, its officers and not the company, would be guilty of a criminal offence. 9. As affirmed in Khoo Choon Yam v Gan Miew Chee @ Gan Khuan Poh, Dato’ Dr & 6 Ors (2000), if all the directors are present together in ____________________ and consent to...
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...Principle 3 1.1.1 Mutual Inductance 3 1.1.2 Ideal Transformer 3 1.1.3 Real Transformer 3 1.2 Main Types 3 1.2.1 Step-up Transformer 3 1.2.2 Step-down Transformer 3 1.3 Transformer Ratios 3 1.3.1 Turn Ratio 3 1.3.2 Voltage Ratio 3 1.3.3 Power Ratio 3 1.4 Uses and Applications 3 2 History of Transformer 3 2.1 A.C or D.C 3 2.2 Need of Transformer 3 2.3 Invention of Transformer 3 2.4 First Commercial Use 3 2.5 Transformer Development Timeline [13] 3 1830s 3 1836 3 1876 3 1878 -1883 3 1881 3 1880-1882 3 1882 - 3 1884 3 1884 3 1885 3 1885 3 1886 3 Later 1880s 3 1889 3 1891 3 1891 3 1880s - Today 3 3 Working of Transformer 3 3.1 Construction 3 3.1.1 Core Construction 3 3.1.2 Winding Arrangements 3 3.2 Working 3 4 Types of Transformer 3 4.1 On the Basis of Construction 3 4.1.1 Core Type Transformer 3 4.1.2 Shell Type Transformer 4 4.2 On the Basis Their Purpose 5 4.2.1 Step up Transformer 5 4.2.2 Step down Transformer 6 On the Basis of Type of Supply 7 References: 8 1 Introduction A transformer is an electrical device that transfers electrical energy from one circuit to another circuit using inductively coupled conductors. In other words by putting two coils of wire close together while not touching, the magnetic field from the first coil called the primary winding effects the other coil (called the secondary coil). This effect is called "inductance". [12] 1.1 Working Principle Transformer...
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...THE COMPANIES ACT, 2009 (Act No. 8 of 2009) I ASSENT ………………………………………………………………….…………………………………………… Mswati III King of Swaziland ……………………………………………………….……………….……..…..…, 2009 ________________ AN ACT entitled An Act to provide for the constitution, incorporation, registration, management, administration and winding up of a companies and other associations. ENACTED by the King and the Parliament of Swaziland. Arrangement of Sections Section 1. PRELIMINARY Short title and commencement. CHAPTER 1 INTERPRETATION AND GENERAL APPLICATION 2. 3. Interpretation. General application of Act and preservation of rights of existing companies. CHAPTER 2 2 PART I OFFICE OF REGISTRAR Office of Registrar. Functions of Registrar. Seal of Office. Exemption from liability. Inspection and copies of documents in the office of Registrar. Manner of payment of fees to the office of Registrar. Annual report by Registrar. Decision of Registrar reviewable by Court. Security for costs in legal proceedings by companies and bodies corporate. Copies of court orders to be transmitted to Registrar and Master. PART II STANDING ADVISORY COMMITTEE 14. Standing advisory committee. PART III TYPES AND FORMS OF COMPANIES, CONVENTIONS AND LIMITATIONS ON PARTNERSHIPS AND ASSOCIATIONS 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Types and forms of companies. Meaning of “private company” and cessation of its privileges. Incorporation of associations not for gain. Incorporation of certain branches of foreign companies...
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...circuits Section 5: Auxiliary motor supply – direct drive circuits Section 6: Auxiliary motor supply – contactor controlled circuits Objectives By the end of this module, you should: • Recognize the auxiliary alternator and understand how it works • Know the components of the traction and auxiliary alternator excitation circuits and understand how they operate • Know the components of the battery charger circuit and understand how they operate • Know the components of the auxiliary motor supply circuits and understand how they operate © 2006 General Electric Company. All rights reserved. The information contained in this document is the property of General Electric Company and is disclosed in confidence. This document is intended for use by GE customers solely for the purpose of training its employees and representatives in the use of...
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...this company is overpriced. Institute holds more shares and government has no contribution here for investing so there is high risk and another issue for high risk is that the beta is more than one. This company issues bonus shares sometimes. Its P/E ratio represents that the share is fairly valued and the growth of earning is rising slowly. Net asset value per share is good so chance of losing at winding up or bankrupt is very much low. Though there are some positive issues the market is necessary regarding its rate of return so investors should buy shares. This company has a beta of greater than 1, offering the possibility of a higher rate of return, high market volatility but also posing more risk. 2. Berger paints Bangladesh ltd.: The expected rate of return is lower than the estimated rate of return so the share of this company is underpriced. This company does not give bonus shares. Net asset value per share is good so chance of losing at winding up or bankrupt is very much low. Considering all these issues one investor should buy the share of this company as everything is positive for buying though some issues are not in favor but those are negligence. This company has a beta of greater than 1, offering the possibility of a higher rate of return with higher risk. 3. BEXIMCO: The expected rate of return is higher than the estimated rate of return and as a result the share of this company is overpriced. Majority per cent of shares are with public. This company issues...
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...Companies Ordinance, 1984 1 i THE COMPANIES ORDINANCE, 1984 (XLVII OF 1984) ********* CONTENTS ………… PART I - PRELIMINARY Sections Pages 6. Preamble Short title, extent and commencement Definitions Meaning of "subsidiary" and "holding company" Ordinance not to apply to certain corporations Application of Ordinance to non-trading companies with purely provincial objects Ordinance to override memorandum, articles, etc. 7. 8. 9. 10. PART II-JURISDICTION OF COURTS Jurisdiction of the Courts Constitution of Company Benches Procedure of the Court Appeals against Court orders 1. 2. 3. 4. 5. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 1 1 2 9 9 10 10 11 11 11 12 PART III-SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Deleted Powers and functions of the Commission 13 Reference by the Federal Government or Commission to the Court 13 PART IV-INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO Obligation to register certain associations, partnerships, etc. as companies. MEMORANDUM OF ASSOCIATION Mode of forming a company Memorandum of company limited by shares Memorandum of company limited by guarantee Memorandum of unlimited company Printing, signature, etc., of memorandum Restriction on alteration of memorandum Alteration of memorandum 18 Powers of Commission when confirming alteration 14 14 15 16 17 17 18 19 Companies Ordinance, 1984 ii 23. 24. 25...
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...throughout country. This system of banking was developed in UK and is in operation in most of the countries of the world including Australia, Canada, India, Pakistan, and Bangladesh and so on. 2. Unit banking: Unit banking is a single banking- office banking business which is characterized by concentration of activities of a bank in a particular area and no branch operates business in its name elsewhere. In order to provide facilities to its customers in remittance and collection of funds, a unit bank resorts to corresponding banking system. 3. Group banking: Group banking refers to a system characterized by a group of banks which are bought under the control of a holding company. Under this system, each bank retains its separate entity, but all the units in the group are controlled by the holding company. 4. Chain banking: Chain banking is system where the unit banks are associated by being owned or controlled by one individual pr a group of individuals. The main weakness inherent in the system of chain banking is that there remains the possibility of mismanagement by the controlling interests. 5. Deposit banking: Deposit banking refers to a system where the banks involve only in acceptance of deposits repayable on demand and lending money to trade and industry for a short period of time not exceeding one year. This type of bank is similar to that of a commercial bank. 6. Investment banking: Investment banking refers to a system of where banks arrange long term funds for...
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...MEANING, CHARACTERISTICS AND TYPES OF A COMPANY INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the act states that “an existing company means a company formed and registered under any of the previous companies laws”. This definition does not reveal the distinctive characteristics of a company . According to Chief Justice Marshall of USA, “A company is a person, artificial, invisible, intangible, and existing only in the contemplation of the law. Being a mere creature of law, it possesses only those properties which the character of its creation of its creation confers...
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