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Companies Act 2013
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CA Anshal Jain
98275 00045
Malaga Applicability
of Companies Act 2013

Insurance
Incomponated Bghpily im Any other Anyother
n thisAut company iilgtisiig Governed
Except where
Company BodyCorporate
PreviousCoLaw Except where
Provisions are
Provisions are P byany specialAct incorporated in other Act

ie i iii item
Act
wnianca.by nomination
specify in this behalf

I Separate Legal Entity

Perpetual Succession

atunes
Limited liability
of
R
mpany

E Artificial Judicial
Person

S Common seal Meaning of Company sec2120

p
Co Means Co incorporated Under this Act
Previous
CoLaw
88 a Separate Legal Entity

On Registration Clothed with Legal Personality b Perpetual succession

Rights Power
of Human being Members May Dielchange Company goes
wound
up
onun

Co is different from Members

Share
ofCompany Maychange hands infinitly it
Memorandum will noteffect ExistenceofCompany
Co is different from Subscribers to
Legal Person Lawwill being
is
Company can
Member contract withcompany
9 Amippial

IOwn Property Acquire Right Against it

Incurliability to it
Have Bank Alc

RRaise
E
Loans
It Macaunawas holder
of all shares Exceptone

Inewe liability Masaura

was Major Creditor
of Company
S
p Enter into Contract foff He Insuranced Company timber in its own name
Can sue and be sued Timber was lost in fine
SHhas noRight in Assets Co
 c Limited d Antificial Legal
Person
ALB
Liability
EARTA

Co is ALP Created
by
Process other thennaturalBirth
CoLtd by Unlimited
shales Gumanatee
Company Co is Person
it is clothed withRightsofIndividual
imbeq.fiillingntmmiidvate of Member Member liability
Liability
cocan ownPropary
Inpaid limited to the is Unlimited HaveBanuAlc
Amount
onshares
Guaranteed
mountMay becalledanytimeamount the RaiseLoans
of timeof
20000 s Paid
1.00000 Incurliability
9uidation
at thetime of
I
enterintocontract
qq.iq am
m liquidation Cansueandbesued

Part is
Human Agency
Effi as
company AIP Age thisp.ae
Co candowhat a Natural Person Cando
R Company cannot Sent to Jail
E
Director Cannot Control Affairs of Company but
Take oath
Director is Agent
of Company
S but notagentofMember
Marry
p
Directors Can AuthenticateFormal Acts Using CommonSeal
Practise Learned Profession

ThereforeCompany is called Artificial Legal Person

Malaga
e Common seal
Used as Symbol
by Company
of incorporation

official signature ofCo which is affixed

by Officer

Employees

I Companies Fmmendment Act2015

Common seal is optional

R
E Who will Give
Authorisation In the Absence of Common seal

S Co donot have Cohave Company

p Company Secretary
Secretary

Authorisation
shall be 19195
Given by2 Director
Companysecretary
 Classification ofCompanies

n the basis of
Liability
ompanylimitedbyshame On the Basis
byGrantee of Access to Capital
Company Limited

I
Unlimited Company

Listed Company

On the basis On the Unlisted Company

Members Basis of Control OtherCompany
R One Person
Holding and Subsidanco
Government co
Co
E Foreign Co
NidhiCompany
S Private Co
Associate Co
Dormant Co

p Public financial Inst

Public Co
Formation
ofcompanywith
charitable objects secs
 d d
H Wh d P
A tobe I mb
liabilinofMimba Gelben
company is limited
Fallingchases celses
when
cnn.ms Entrepreneurship

on mm mm mm mm arm to
amountgo.name
me man on Introduce toencourage
up liability arises onlyincaseofcompanywoundup.no
Sheets coownerofcompany andnotofcompany
OPC is Privateetd.co

coAsset ownership is with co Minimum Paid capital

up asMaybe
Prescrib

ofSH is
Measured

ofRights and
Extent duties
other Person
by his shareholding

Yanomami.mn am mmmm
I
Company limited
by
Guarantee SeitionaC2D
of of
event death Member
shall be
Member

gnapa.my togonna
writtenConsent which shall be
Mort filed
Co having liability of Member limitedby other person shall Give Prior
to the Am
R may undertaketo with Registrar at time
Incorporation
Mammage of
E Other Person Can
Member
of OPC VadaPaodid
change in name
other Person
of

Sto the assets of company withdraw the change of Nameofother

Person
shallnot be considered

inMemorandum
Alteration
p Consent Notice toCompany
in the event of wind u noPermissionofca
IntimateRegistrar
cowill isReequiemed
D8 intoMember at
Malaga
at What OPC Cannotdo
What OPC Can Do
Who is Citizen ofIndia
OPCcanbe converted into
A OPC Cannotbe incorporated as
Private Public Co
Resident
Sec 8 Co Not for Profit
whether or not

in OPC Cannot get Converted intosec8Co

iPi
Minor becomeMember Penalty
Cagney ftp.na
Opc cannot carry out Non Banking Fine
one Person Co
cannot becomen ominee
Financial Investment
Activity
officer in default Rsloool
day
polmiinepiie Ea.se

I OPC Cannot Purinase SecuritiesShares

of
NoPerson Can belome
Member in More any other Company
then one Opc

R
Cannot
One Opc
be
some Nominee
in More then

E
S
p
g Private Company
Minimum NoofMembers
Small Company
Eitan

as May be
small Company Means a company other thenPublicco
Minimum Paid capital
up Prescribed
upshare capital donoteggeed B4
Paid Crome

Restrict higherAmtasMaybePrescribed
Right of transfer of shares
HigherAmt is Rs10Come
and
Limit Noof Members to 200
Prohibit to Invite Public to subscribe

I as per Profitloss Aleof

Turnover Immediately

for Securities
preceding Fy does not
exceed

40Croreor
Who are notIncluded in20 Chinni and Minhi Higher Amt as
May be Prescribed
Purinated share in
Higher Amt May be
PresentEmployeeMember Prescribed
Be
R Joint Nyme
upto 100 Crore
BE
Effy
Employee Member
Public
The will be Counted CoSee2171
S
Job Joined in 2013 Become as one Member It is a Company which is not Private co b
p
Member in 2014 Job
left2021 Acompany which is subsidaryofconotbeingPut.co
He is still Member shall be
deemted
to be PublicCompany
 Holding Company
Gp
Malaga 2146
2 87
it
Subsidiary Co 60

Subsidary Company nu
Subsidary Company in Relation to Any CoffeePureed

Other Company 4
Holding Co Means a 3
Chai Putend
Company in which Holding Co
481 60301 66
I Controls Composition of Board ABC
ChaiPutltd
Holding

Subsidary
director
OR
Holding Company
R
E Control Exercise More then halfof More
Co's
Co is holding Company in Relation to one
Total Voting Power
S through One More
p Either on its own in which other Companies are subsidary
Subsidaries
 Associate company
Cgg Government Company

In Relation to another Company

Notlessthen sit ofPaidupsharecapital is
heldby
other co has
a Co in
which
Associate Co means a
but which not are subsidiary co
Significant Influence g
Joint Venture
and Includes Partly
by GG SG
Joint venture Foreign Company

conii
jiei Ii some
Joint Agreement whereby
the
Partieshavecontrol over
Incorporated
Outside India
Conducts business
India and
I
ArrangementandRighton Place
decisions
Business
contihpantigtim.it
of Business in in India
net Assets whetherPhysically

Electronically

Itseep
Agent

R
Listed Companies Unlisted Company
NidhiCompany 4061
E
listed
CG by notification specify in official Gazette a
S are
Company whose serving
co's which are not listed go to be NidhiCoMutual Benefitsociety
n Recognised
p StockExchange Companies
 Dormant Company

Significant Accounting Transaction

Dormant Co is Co whith is formed Any transaction other then

Poe Payment
of fees by Company
Future Project Requirements
fee Payment Made to fulfill
has no of theact
To Hold an Asset
Signifilant
Allotment
of shares
To hold Intellectual and Payment
for Maintainence of office
I Property Right
Astounting and Records

Transaction

Inactive Company

RInactive Company
which is not carryinganybusinessoperation
E
Made ANY significantAccounting
SMay Make application to Registrar to has not
transactionsduring last 2 FY
Previous

p
declare such co as dormant co
itL
Has not filed
p
86 Public Financial Institutions
sun other Institutes as May be notified
by CG in Consultation with RBI
Life Insurance Corporation of India
Established Under CIC Act 1956
established
under Central Act
Infrastructure Development finance co and Act
State

mmmm
Specified
Previous co law
in
It
Companies Meffered
OR
trust ofIndia Transfer of Undertakingandcondition 2
Repeal Act2002 Notless then sit of Paidupshare capital
Partly CGSG
is held By catsoil by
R
Institutes notified by ca vis ya ofcompanies a
E
19
S so Repealed under under Sec 463 ofCoAct2013
p
 Formation
of Company with Charitable
CG Power toIssueLicense Person
Objects Section 8 Ca has Power to Register Association
ofPers
Promote charitable objects
of with t calPut.la
Commerce
then my hilland
Aects Registrateshall on Application Register
Person
AOPas Go
Under section 8
science
Suh co intends to Profit
apply Encoshallenjoy RightsPrivileges limitedCo
all
sports
of
in objects of Co
Promoting
at f
I Education
Revolutionoflicense flicense

license Masbe Revoked when

Researin Prohibit to declare dividend
Welfare to Members CompanyContravens Where affairs
ofCompany
anyoftheRequirement Conducted Fraudelently

RReleigon this serious

E violate theobjects of
Charity
18 subjected
towhimlicense Prejudicialto
publicInterest

SProtestion was Issued

Haha
p of
Enviornment
CGwill Give opportunityofbeingHeardCOOBH
on
RevocationRegistrar
shall Put LtdPut.CHatendof
itsname
 Order by CG Penalty Provisions

where a license is Revoked the ut mm i

CG May in _Public Interest Order Company

officer in default
Rs 10lakhs to
25000to 25lakhs
Rs 1 Crore
it isProved
It conducted
adf.inntggans
ompany Registered in this

I
pygnan
be amalgamated
on ygangmp.my
oppgpggp.gg

Another Co Registered under this

Call General
Meeting
A PartnershipFirm
sentiony can be Member
Neednot constitute

RHaving Similar objects by hquing

Nomination and
ofsoon g

E 14daysclearNotice Remuneration Company

with suntliabilities duties obligation Committee

S
as May be specified in Order
p
Shareholder
Of
Malaga Corporate Veil
Salomon made a company in the name
of Solomoncoled
Meaning
of CorporateVeil
Himself
Members had 7 Subscribers
His wife
of Company are Connected foursons
Shielded from the liability
OneDaughter
to Companies Action
ÉÉ Co tookover the Personal Assets
of Salomonfor 38782
Company Incursdebts and gave 20.000share
ofEIeach
I
Contraven
anylaw
ahhh o't lowoof debentures

8782 in Cash
Member Enjoy
His Wife Daughter Four Sons took 1 Share each
Corporate Insulation

R GE
Co gone into liquidation

Eare
SH Protected
from Acts
Unsecured Creditor of ETooo Contented that Solomon
of Company
S Could not be treated as
secured Creditor fordebentures
p andit
Man Company
as Salomon is Managing director ofOne
fraud
is More shamand
É
when Componate veil May The company is at law different Person
be lifted g altogether from Subscribers to MOA

Where CourtIgnore coandconcerned Though it May be that after is same

incorporation

to Manager ygf.gg
directly
Member
as before and same Person are Manager and Same
Person Receive Profit

Co is not in law the Agent of subscriber trustee

of
In Appropriate Circumstances when
off them
Question Involved
ofcontrol are

I
Rather then Question
of
ownership

R
E
S
p
Of Cases when Componate Veil will
be lifted
a To DetermineCharaiter of Company ie to find out whether Co Enemyon Frie

Continental
Tyre

If vis and Rubber

Company
Enemy Company

A Company May be Characterised

I If Public Interest
is not Jeopardy as enemy company wheny
Affected Court May not lift Corporate its affairs are under Control of
Veil People
of Enemy Country
R
E But Court May Crack it to find
S Out whether the Co is EnemyCo Or
p
FriendCo
MG bTo Prevent Revenue Tax

Bendensen Ltd
S uls Juggilal VIS
Dinsha Manecaji Petit
Inland
Commisiogeenu Commissoner
ofIniomeTar
Assessee Earned huge incomebyway

is Used Interest and Dividend

When Corporate Entity of
In Certain Matters Concerning
to Evadetans Tax tf ath v
the Law of 19h so he opened some companies

I stamp
the Court May
Corporate Entity
disregard
Purinase share with this Inion

Particularly
only when gnome transfered Barnby way

R of loan
Controlling Interest is the
E
Issue Court derided that Put Co is
Sham and Veil May
S
Componate

p
belifted
to decide Realowner
Co c To Avoid Legal Action dFormation of Company to Act as subsidary
Principal will be held liable for ActsofCompany
where it is Found that the purpose
Merchandise Transport ltd vis
Pore formation
ofCompany was a way to Reduce
British TransportCommission
Bonus to workmen
the Amountpaid by way of 19823

the Corporate Veil Transport Co wanted to obtain license for venile but
Supreme Court lift could not obtain in own name

It formed subsidary and applied license in thename

I
Company Formed For Fraud ImproperConductTodefeat
law
of subsidary

GilfordMotor Co Vehicle transferred to Subsidary Co

Is Horne
and Subsidiary are one commercial
R
Parent
Held that
license was Rejected
Unit and Applination of
E device of incorporation is adopted for
where
Some Illegalpurpose Improper Purpose
S
p
To ToAvoid
Eprand Legalobligation
Defeat Creditors
Law
 formation
Mfg ofCompany

Who has
th tmed
in Prospectus Public co
7 More Person subscribing there name
to MOA
Identify by Company in Annual Return
in 51192
private co 2 am morePerson subscribing therenam
to MOA

who has Control over the affairs p OPC 1 Person

only can form OPC
of Go directlyIndiantly whether as
I Shareholder DimertonManager
Incorporation ofCompany
section 7

Step 1
RIn Allordane with whose Step 2
E Step 3

S Advise
Instrutions
Step 4
p Step 5
Step 6
BOD is accustomed to act Step 7
 Step 1 Filing of
Document

MOA AOA duly signed

by
all subscribers to MOA

Declaration No 1 Banan wale

Person who are engaged in formation

Company ie of
Advocate
that all the Requirements of this
Act Rules with Respect to
I a.ua
precedent
registration and matter
an
Person named Articles
in
R Director
ofco
E Manager
ofco
Incidental

S secretary fco have been complied with

p
00 0
Adeless
for Correspondence
Reply
till its
to Memorandum
From Subscribers Registered
office is established

Name
first Directors surname Subscribers to Mort along

with Proof of Identity

He has notgo.gguipthosanag of any offense Nationality

Address
in connection
promotion
ofCo
I Formation
ofCo
Management Co
Name Person named
as subscribers
of to MOA

Dim Iimconsent of
No Along
He hasNotFound
R Guilty of of this Act Address
first director

Any Fraud
E Previous Go
Particulars
ofInterest Person Mentioned in Armies as
MisPesance of
Law during firstdirector
S Breach last 5 Years
thenrum

p ofduty otherBody
componate

toact director
ofcompany
Alldocuments filed withRegistrar Contains info
consent

CorrectComplete
True tobest of knowledgeandBeleip
Step2 IssueofCertificate of
Incorporation on Registration
Step4 Maintainence
of copies of
all Documents and Information

ohhh the
fin the shh this
Register
company shay Maintain and Preserve

Issue Certificate of Incorporation in

all documents and Info Originally

Prescribed Form filed

I
Step 3 Allotment ofGIN
at Registered offile
I
Registrar shall allot to Company Corporate
dissolution under this
Identity Number From the date
Mentioned till its
Act
R Centipitate of
in Intonporation

E
CIN shall be distinctIdentity and be
S
p
included in Centipitate
 of false Incorrect
Éi
Step5 Furnishing
step 7 Orderof
Information or suppressing Material
fact where
ap.mning9otpaiseinf
ppfmated by

d hi
Cor
d Fact
suppressing Material

or
Supressing Material Fact whichhe
chopan isaware
Company foamed
for Fraudient action

Tribunal on an application madeold being

Relation
inany documents info filed with Registrar in
to Registration Satisfied that situation so covenants
2
I he is liable
for
Action
forfraud Us 447 for Regulationof ofCompany

igiifiiiii
Pass an order Management

iiii.ie
R

ii iiiiqqiiiy
E iiiiiiiiiiiiiiiiiiiigii.gg.iq i
i.fi
S
p

447
ii Pass
an order as May deem fit
 Hari Nagar Sugar Mills
uls
SS ThunThunWala
SPICE
Fromdate legal Person
MCA Simplify Process
of filing of Incorporation becomes separate

mom mama
ronmpaa.am a a.mn 219TNot
FullForm Simplified Proforma Binding Contract between
Co and Member evidenced
by
For incorporating Go MOAAOA
Electronically

I Effect
G Rgsistration StateTrading Commercial Tax

Componation
of us officer
India
mayypg.ae tocontact
R my mom man am a man
E a
and
g annum
Powerto can besaid
S all
Exercising
Subscribers to MOAa Members
Body Corporate
p
uninonsof
Acquire Hold Dispose
Co on have
Recogn ncorporated
Registration
separate existence andLaw
Co TansibleIntangible
from Separate Members
Movable Immune
as Spencer and
up
CWT Madras Heavy state of
1 co lid its
elapsed Bihar
E
A Co purchases share
ofanother Co and thus
becoming Controlling
company
Entire Capital has been contributed

E by CG
A Co Purchase share of anotherco
H
g ALL
all shares heldby
President
India
of
I
Charater
P it will notputan End to Corporate
and each co is separate Entity Officers
of
CG

R does
not affect Position
of
E
Registered
Company
S
p
Co not agent of President
and
CG
 D Jharie
Is Capital

Authorised Share Capital

Part of Asc which Co Issues from
Maximum Amount
ofshare Capital time to time
Also Includes shares other then
Cash
Stated in Memorandum as Maximum Amt with which
Co is to be Registered
Ex 601000 10each 6,001000Rs
Building

I Authorisedsharecapital 10,00 10each 1,001000

Stamp duty Paid according to
Bls
Usually fixed at Amount which is sumTotal of
Issued Capital to be showin
schedule II
Compulsorily as per
Working capital

R Reserve Capital

E Subscribed share Capital

S
Example 1,001000 Equity shares of 10each _Part
of Issued Capital subscribed
by
Public
p Public
Nominal Value
face of shares taken by
55000 10 5.501000
Or Notice
Disclose in Conspicious Character
Advertisement Auth IssuedSubCap Paid
x
off
p coppy penny on a p.o.org
Bill Head Penalty on OID 5000 B
officer indefault

I
Called up share Capital Paid up share Capital

Called
up Capital 55000 8 41401000

Part called
Rof Capitalwhich has 6000
been
calls in Arrears 02000 3

byE company Paid

up capital
4.34.000

S Ex 55000 8 4,401000
p
Og shares shall be Numbered see45

SHARES Every share in Company shall be distinguis

2189
Meaning of Shares by its distinctive Number Unique Numbers

Share Means share in share Capital ofCo andincludes

stock

Share Represent portion

Bhulna Nahi Isko
Interest
of of shareholder as a
Amount
paid bear on capital se as shall not apply to shares held by
ofgg.gg
I
Person entered as
whose name is

Holder Interest
Shares are Movable Property See44 of Beneficial

RShare Shall be Movable and in Records

of depisotery
E
definture Manner
transferable in
S
p
Oftenest Prescribed
in arrilles
I

R
E
S
p
 Forms
ofMOA
Off Memorandum
of Association

Table A Co Ltdbyshares
Meaning
of MoA
Table B Co Ltd by Guarantee
MOA is Charter Pilot
Table C CoLtdby Guarantee
It define Constitution
Having sharecap
scopeof Business
Table UnlimitedCompany

edifice
It is very foundation
on which whole Table
Yag snakes
I
of Company is built
Contents
in Memorandum

Object of Regitering MOA

R
MOA is public document Sec399 Registered Associatio

E person entering intocontract with Company

Every is
office
Clause
Liability
Clause

Name
Presumed to have knowledge
of Condition in MOA Clause
S clause Capital

p Contains it is formed
Object Clause
It object of Co for which
Clause
and therefore it defines Possible scope of its operation

beyond which it Cannot Go

God Name Clause Registered office clause Object Clause

in Wh R 0 ted P
Nafe ofco shall include ncom

1
to and
Put2ⁿᵈ00 Office ofCo is Proposed

1i
F.im
be situated
Matters considered
necessary in furtherance

Notapplicable to see8 co
Date Liability Clause
Section shall
8 Company include

3F n Association

I
Foundation
Company Limited Company Limited by
Forum by Shares Guarantee

Federation
CoLtd by Shares

E Electrol Trust
R 8 Mm M
E
3C Chamber Electoral Trust

S Scheme 2013 to the Amount unpaid on

Confederation
by Shares held them
p by
Council CBD
 Capital Clause Association Clause
Amount Authorised share Every subscriber to MOA shall tak
of
Capital divided atleast one share
into shares

of fixed Amt and No of shares shall write against the Name No

of shares held

Noof shares that subscribers to

MoA agree to take which shall

not be less then one share

g
E
S
p
 IT STAT

Memorandum Must be Printed

Divided intoParagraphs

Numbered

signingthe Memo andum

Must be signed by atleast

Public 7 Person Adnessdescription

occupation
Put 2Person
about subscribers to
Opc 1 Person MOAT
witness
signed in Presence
ofatleast MOA Cannot be AgainstCo'sAct
one witness pinbemon
mail.ee

AFestthe
signatory
and
L h8m
All clauses of MOA are
Compulsory
 Doctrine Ultra Vires
of
When Act Performed is legal AnactUltravine the AnAct Ultravinesthedirector
Company but intravires withinPower

not authorise by object clause Memorandum ofco thecompany

or by statue Law of Cannot be Ratifiedeven

byUnanmious Consentof canbeRatifiedbyMember

anshareholder ofco throughResolution
it is said tobe Ultravines the Company
Passed
lootworeinfavourg at GM

ff.IE
Hence
null and void

E
R
EE get If an Act is Ultraviresthe
Articles

s it Can ye Ratified
EEE byAlteringArticlesbyPassing
SpecialResolution
at GeneralMeeting
 LILLI filledbe hd
an Ultra Vires transaction now it can sueon

f Since Memorandum
is public document it is open to public Inspection

Therefore one who deals with co is deemed I Ino about

Powers
of Company
One of the object of Company is To carry on
É If Mechanical Engineering
and General Contractor

Director
of Company entered into Contract with Riche

E to finance construction
of Railwayline in Belgium

damagesandclaimed that
construction
of
Riche filed a case for
General Contractor

if Railway was within Meaning of

Read
General Contractor was associated with Machinital Engineering and to be
Main Business
According to Company
 Articles of Association

AoA of Company are its Rules and Regulation which are framed

to Manage internal affairs

Memorandum
They Accept
Article Play Role as Charter

Subsidary to Memoranday

Ashbury Carriage Co Article define

Us duties
Riche
Mode and Form
Rights and Power of Governing
business
in which Body
to be
of company
Carried
 Inclusion Matters
Contains Regulation of

Company
May also include Suin ma adopt
AoA Shall Contain
If L

iiii.i
additional Matters considered Necessa
Regulations for Management ii

Contrains Provisions
Manner
of 9clusion of Entrenchment

Entrenchment
for m. iiii.im
Provision Provisions

iqht fftiij
Provision
EntreninmentTo Protect Something of Entrenchment shall be fifty ffhe

Made either inmhho.FI

Provisions Articles
ibed
esa
specified
of
May be alterned only if onformation By Ammendment in of
Forms Articles

Antilles Given in schedule I

Conditions are More Restrestive ofco
then those applicable
Py Publigco Table is

Agreed byspecial
Agreed all resolution
Members
 Difference Between MOA and AOA

MOA AOA
Internal Rules and
objectives
MOA define objectives
of Company AoA defines
Regulations

Relationship AoA define Relationship Between Co

MOA define
Relationship
Between Companyandoutsider and Member

Alteration MOA Can be altered in AoA Can be altered by

Certain Circumstances Resoation
Passing special
Reigonaldirector
Permission of
of Tribunal
Permission

An Act Almavines the MoA Acts UltraVires the AoA SR will be

Ultralines is Voidy provided that it is not Ultra

Cannot be Ratified by
Vines the Memorandum
Unanimous Consent
 Doctrine of Constructive
Notice

to What is ConstructiveNotice
According section 399 Any
Person
by Electronic Means where a Person Reads a document
Inspect to
any document keptby he is Presumed
AT a
have
Make a Record of same
knowledge
ofdocument
Registry
He is not only Presumed to have
Get a Copy Extract
of document
knowledge but also understand in
On Paymentof Prescribed True Prespective

fees
Also have Constructive notice
of
all other documents Filed
A MOA and AOA when Registered
becomes public dolument and Lith Registrar

are Available
for Inspection

contract
If is
Person Enters into which
beyond Powers He Cannot AcquireRight to co
 g

Exception of Doctrine of Indoor

Management
Exception
No 1 Exception NO 2 Suspicious
of Irregularity

Actual a Constructive knowledge Jueguality Doitrine will not Reward those

of
This Ruledoes not Protect any Person who behave Negligently
dealing with Company
Person dealing where a with company
which has notice of Actual
is put upon an Enquiry
Constructive Irregularity
Howard vis it is duty of outsider to Make Necessa
Patent Juory Manu Morris v's Kanseen
Co Enquiry
Director could
notdependthe Director could
not depend on
Issue
of debentures
allotment
of shares to him ashe
Participated
in Meeting in which
By 118m.tkfne allotment was Made
Assent
ofMember inGeneral
Meeting
 Thedoctrine
Exe 3 of Indoor Management
applies
ifeng.NO only to frregulararies which
Might otherwise affect the
I
transaction

Igf share 292T

In this case Plaintiff was transferee of share certificate

y.EE
issued by Company under Common seal
qffy
Company Secretary has Affined seal of company and
forged signature of two directors and issued Certificate

Plaintiff Contended that whether the signature was

Internal Management
genuine forged was part of Affairs
denying geninniness
and therefore Company should stop from
document
of
Rule has never been extended to Cover Complete Forgery