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COMPANY LAWAND SECRETARIAL
PRACTICEBy
Vipin Srinath
Asst. Professor
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HISTORYOF COMPANY LAW
The history of modern company law in Englandbegan in 1844 when
the Joint Stock Companies Actwas passed.
The Act provided for the first time that a companycould be
incorporated by registration withoutobtaining a Royal Charter or
sanction by a specialAct of Parliament.
The English Parliament in 1855 passed the Limited
Liability Act providing for limited liability to themembers of a
registered company.
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HISTORYOF COMPANY LAW
The first enactment to bear the title of CompaniesAct was the
companies Act, 1862. By these actssome of the modern provisions of
the companywere clearly laid down.
First of all, two documents, namely, (a) thememorandum of
association, and (b) articles ofassociation formed the integral
part for theformation of a limited liability company. Secondly,
a
company could be formed with liability limited byguarantee
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HISTORYOF COMPANY LAW
Then the liability of the directors of a company wasintroduced
by the Directors liability Act, 1890 andthe compulsory audit of the
companys accountswas enforced under the Companies Act, 1900.
The concept of private company was introduced forthe first time
in the companies Act, 1908.
The companies Act 1948, which was the PrincipalAct in force in
England was based on the report of acommittee under Lord Cohen.
Another outstanding feature of 1948 Act was theemphasis on the
public accountability of thecompany
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HISTORYOF COMPANY LAW
Further, the 1948 legislation extended theprotection of the
minority (Section 210) and thepowers of the Board of Trade to order
aninvestigation of the companys affairs (section 164-
175); and for the first time the shareholders ingeneral meeting
were given power to remove adirector before the expiration of his
period of office.
The independence of auditors vis--vis the
directors were strengthened.
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HISTORYOF COMPANY LAW
The government of India, therefore, appointed on25th October,
1950. A committee of 12 membersrepresenting various fields under
the chairmanshipof Shri. H. C. Bhabha for a comprehensive
review
of the Indian companies Act 1913
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DEFINITIONOF JOINT STOCK COMPANY
It may be defined as an artificial person created bylaw with a
distinctive name and a separate legalentity, a common seal, a
common capitalcontributed by the members and comprising
transferable shares of a fixed denomination, withlimited
liability and with a perpetual succession.
Lord Justice Lindley defined a company as, "anassociation of
many persons who contribute money
or money's worth to a common stock and employ itis some trade or
business and who share the profitand loss arising there from."
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KINDSOF COMPANIES
Chartered companies
Statutory Companies
Registered Companies
Government Companies Public Companies
Private Companies
Companies Limited by Shares
Companies Limited by Guarantee
Holding Company
Subsidiary Company
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PRIVATEAND PUBLIC COMPANY DIFFERENCE
