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Company Vidhi (Company Law-Hindi). ADD TO CART. download NOW. Home · Books . Company Vidhi (Company Law-Hindi) (Hindi, Paperback, Basanti Lal Babel). About the Book: The Companies Act has been amended twice since the last edition and has been incorporated by the Author to bring the book up to date. कंपनी विधि - Company Vidhi (Company Law in Hindi) - EBC Webstore. Publisher: Eastern Book Company. Language: Hindi. ISBN:

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download-back of shares by the company. Issuing debentures with an option to convert into shares, wholly or partly. Appointing and removing directors. Remuneration of directors. An Indian company cannot convene a general meeting by telecommunication means.

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Bare Acts Box Set Supreme Court on Ba Gumnami Baba in Hi The Constitution of Complete Digest of Civil Procedure Cod Special Features: About Us Contact Us. About Us. For queries regarding web order status, dispatch details, suggestions and more: Now Available! In addition, the officers of this Department also participated in various International Meetings and Conferences. Total meetings attended by the officers of the department in other Ministries are Accountant General offices.

This office is presently looked after by an Additional Secretary; who has been declared as in-charge of this office and has been delegated the power of Head of Department. There are Govt. Panel Counsels.

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The total budget allocation for the financial year is Rs. Attorney General, Ld. Solicitor General and Ld.

Additional Solicitor Generals. Officer-in-Charge is assisted by Superintendent L and other staff. Pleaders GP. The Officer-in-charge and other officers keep a close watch over the progress of the cases at each stage. This Unit was allocated budget of Rs. During the period under the report, approximately professional fee bills pertaining to the Law Officers and Govt. The Companies Act provides for two types of shareholders' resolutions: Resolutions passed by simple majority require a simple majority of votes cast by members voting on a show of hands, electronically or by poll, via proxy or postal ballot, as the case may be.

Special majority require a three-quarters majority of the votes cast by members voting on a show of hands, electronically or by poll, via proxy or postal ballot, as the case may be.

The articles of association may contain an entrenchment clause to make amending certain articles more difficult. The entrenchment clause may have more stringent conditions than those of special resolutions.

The entrenchment clause can either be adopted when the agreement is made or by amendment of the articles with the agreement of all members for private companies and by special resolution for public companies. Shareholder rights relating to general meetings Can a shareholder require a general meeting to be called? What level of shareholding is required to do this?

Can a shareholder ask a court or government body to call or intervene in a general meeting? Shareholders have the right to requisition the directors to convene extraordinary general meetings EGMs. A shareholder has the right to apply to the National Company Law Tribunal Tribunal for a direction to call an annual general meeting, if it has not been called by the directors, as per the statutory requirements.

Can a shareholder require an issue to be included and voted on at a general meeting? Can a shareholder require information from the board about the meeting's agenda? Only matters mentioned in the notice of a meeting and those specifically permitted under the Companies Act can be voted on at a general meeting. If any item of business for which the meeting was requisitioned is not included in the notice, all shareholders have a right to approach the National Company Law Tribunal for inclusion of such missing items.

An explanatory statement must be circulated with the notice for calling every general meeting of the company, with respect to items of business other than matters which form part of the mandatory agenda of the annual general meeting. The explanatory statement provides the necessary information about the resolution to the shareholders. Do shareholders have a right to resolve in a general meeting on matters which are not on the agenda? Shareholders of Indian companies do not have a right to resolve matters which are not on a general meeting's agenda see Question Can a shareholder challenge a resolution adopted by a general meeting?

Is a certain shareholding level required to do this? What is the time limit and procedure to challenge a general meeting resolution? Such a challenge can be brought about by filing a petition before the National Company Law Tribunal. A single shareholder, irrespective of his shareholding in the company, can also bring a derivative suit challenging a resolution adopted by a general meeting, on behalf of the company, if that resolution was detrimental to the interest of the company.

However, such action by a shareholder is only maintainable if he has approached the court with "clean hands". The procedure for derivative action has been set out in the Indian Code of Civil Procedure No time limit has been prescribed for challenging such a resolution, however, it should be challenged within a reasonable period of time, and not beyond the limitation period for that action.

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Shareholders' rights against directors What is the procedure to appoint and remove a director? Generally, a shareholders' ordinary resolution is required for the appointment and removal of directors under the Companies Act The following directors can also be appointed in a board meeting in accordance with the articles of association: Additional director, to hold office till the date of the company's next annual general meeting.

Alternate director, to act as an alternate for a director during his absence from India for a period of three months or more. Nominee director nominated by any institution under any law in force at the time or any agreement.

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Director appointed in the case of a casual vacancy in the office of any director appointed in a general meeting in a company. Such appointment needs shareholder approval in the next general meeting.

Can shareholders challenge a resolution of the board of directors? Is there a minimum shareholding required to do this? Shareholders can challenge a resolution of the board of directors on the grounds of mismanagement, if it is prejudicial to the interest of the company or the members. For minimum shareholding required to initiate such an action, see Question 6.

A shareholder may also initiate a derivative action against the board of directors on behalf of the company, if the resolution passed by the board of directors is prejudicial to the interests of the company see Question Briefly set out the main directors' duties to the company and its shareholders. What is the potential liability of directors to the shareholders? Can their liability be limited or excluded? On what grounds can shareholders bring legal action against the directors? Duties of directors are specified under various statutes.

In addition, directors have a fiduciary duty towards the company and its shareholders.

Some of their main duties under Companies Act include the following: Act in accordance with the company's articles of association. Act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of the environment. Exercise their duties with due and reasonable care, skill and diligence and exercise independent judgement.

Not get involved in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.

Not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners, or associates. Not assign their office.

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Apart from the Companies Act , directors are also liable for certain duties under employment and taxation laws in India. Although directors do not have any express liability towards the shareholders of a company under Indian law, due to the nature of their fiduciary relationship with the shareholders, under certain limited circumstances directors may be held personally liable for losses suffered by shareholders. There is no provision for the limitation of liability of a director. However, a director will not be considered "an officer who is in default" under the Companies Act CA , and held liable for any contravention of a duty under the CA , if he was not aware of the contravention, or objected to it.

Shareholders can bring legal action against the directors in the following cases CA : The affairs of the company are being conducted in a manner prejudicial to public interest or the interests of the company.

The directors have resolved to carry out acts ultra vires the constitution of the company or any applicable laws. Transfer of the company's assets at an undervalue. Diversion of the funds of the company. Breach of directors' duty of good faith. Are directors subject to specific rules when they have a conflict of interest relating to the company? Are there restrictions on particular transactions between a company and its directors?

Do shareholders have specific rights to bring an action against directors if they breach these rules? Directors are subject to certain specific rules when they have a conflict of interest relating to the company with respect to certain contracts and arrangements.

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They must periodically disclose to the company their concern or interest in other entities. A director of a company with a potential conflict is also prohibited from voting on resolutions to authorise the transaction.

Indian Corporate Law Service

However, an interested director of a private company can go ahead with the transaction or after disclosing his interest. Approval of the board of directors or shareholders is required for the following related party transactions: download, sale or supply of goods, materials, services or property.

Leasing property of any kind. Appointment of an agent for download, sale or supply of goods, materials, services or property. Appointments of any related party of the director to any office of profit of the company, its subsidiary or associate company.

Underwriting the subscription of any securities or derivatives of the company. A company is not permitted to advance loans to, or give guarantee or security in respect of loans, to a director, director of the holding company or any partner or relative of any such director, or any firm where any such director or relative is a partner. This is subject to various statutory exemptions for private companies.

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In case of breach of these rules by the directors, shareholders would have the right to bring an action for mismanagement or derivative action against the directors see Question Does the board have to include a certain number of non-executive, supervisory or independent directors? Under the Companies Act , certain types of public companies are required to appoint independent directors to their board.

For example, a minimum of one-third of the directors of a listed public company must be independent directors. Unlisted public companies must have at least two independent directors on their board if they have: Share capital exceeding INR million.