Formation of a Company Essay

Refers to the entire process by which a company is brought into existence. It starts with the conceptualisation of the birth a a company and determination of the purpose for which it is to be formed. The persons who conceive the company and invest the initial funds are known as the promoters of the company. The promoters enter into preliminary contracts with vendors and make arrangements for the preparation, advertisement and the circulation of prospectus and placement of capital. However, a person who merely acts in his professional capacity on behalf of the promoter (eg lawyer, CA, etc) for drawing up the agreement or other documents or prepares the figures on behalf of the promoter and who is paid by the promoter is not a promoter. The promoters have certain basic duties towards the company formed :- In case of default on the part of the promoter in fulfilling the above duties, the company may :- A promoter may be rewarded by the company for efforts undertaken by him in forming the company in several ways. The more common ones are :- If the promoter fails to disclose the profit made by him in course of promotion or knowingly makes a false statement in the prospectus whereby the person relying on that statement makes a loss, he will be liable to make good the loss suffered by that other person. The promoter is liable for untrue statements made in the prospectus. A person who subscribes for any shares or debenture in the company on the faith of the untrue statement contained in the prospectus can sue the promoter for the loss or damages sustained by him as the result of such untrue statement. II. Incorporation by Registration : The promoters must make a decision regarding the type of company i. e a pulic company or a private company or an unlimited company, etc and accordingly prepare the documents for incorporation of the company. In this connection the Memorandum and Articles of Association (MA & AA) are crucial documents to be prepared. Memorandum of Association of a company : Is the constitution or charter of the company and contains the powers of the company. No company can be registered under the Companies Act, 1956 without the memorandum of association. Under Section 2(28) of the Companies Act, 1956 the memorandum means the memorandum of association of the company as originally framed or as altered from time to time in pursuance with any of the previous companies law or the Companies Act, 1956. The memorandum of association should be in any of the one form specified in the tables B,C,D and E of Schedule 1 to the Companies Act, 1956. Form in Table B is applicable in case of companies limited by the shares , form in Table C is applicable to the companies limited by guarantee and not having share capital, form in Table D is applicable to company limited by guarantee and having a share capital whereas form in table E is applicable to unlimited companies. Contents of Memorandum : The memorandum of association of every company must contain the following clauses :- Name clause The name of the company is mentioned in the name clause. A public limited company must end with the word ‘Limited’ and a private limited company must end with the words ‘Private Limited’. The company cannot have a name which in the opinion of the Central Government is undesirable. A name which is identical with or the nearly resembles the name of another company in existence will not be allowed. A company cannot use a name which is prohibited under the Names and Emblems (Prevntion of Misuse Act, 1950 or use a name suggestive of connection to government or State patronage. Domicile clause The state in which the registered office of company is to be situated is mentioned in this clause. If it is not possible to state the exact location of the registered office, the company must state it provide the exact address either on the day on which commences to carry on its business or within 30 days from the date of incorporation of the company, whichever is earlier. Notice in form no 18 must be given to the Registrar of Comapnies within 30 days of the date of incorporation of the company. Similarly, any change in the registered office must also be intimated in form no 18 to the Registrar of Companies within 30 days. The registered office of the company is the official address of the company where the statutory books and records must be normally be kept. Every company must affix or paint its name and address of its registered office on the outside of the every office or place at which its activities are carried on in. The name must be written in one of the local languages and in English. Objects clause This clause is the most important clause of the company. It specifies the activities which a company can carry on and which activities it cannot carry on. The company cannot carry on any activity which is not authorised by its MA. This clause must specify :- In case of the companies other than trading corporations whose objects are not confined to one state, the states to whose territories the objects of the company extend must be specified. Consequences of an ultravires transaction :- However, the doctrine of ultra-vires does not apply in the following cases :- The following are exceptions to the rule of limited liability of members :- Capital clause The amount of share capital with which the company is to be registered divided into shares must be specified giving details of the number of shares and types of shares. A company cannot issue share capital greater than the maximum amount of share capital mentioned in this clause without altering the memorandum. Association clause A declaration by the persons for subscribing to the Memorandum that they desire to form into a company and agree to take the shares place against their respective name must be given by the promoters. Articles of Association The Articles of Association (AA) contain the rules and regulations of the internal management of the company. The AA is nothing but a contract between the company and its members and also between the members themselves that they shall abide by the rules and regulations of internal management of the company specified in the AA. It specifies the rights and duties of the members and directors. The provisions of the AA must not be in conflict with the provisions of the MA. In case such a conflict arises, the MA will prevail. Normally, every company has its own AA. However, if a company does not have its own AA, the model AA specified in Schedule I – Table A will apply. A company may adopt any of the model forms of AA, with or without modifications. The articles of association should be in any of the one form specified in the tables B,C,D and E of Schedule 1 to the Companies Act, 1956. Form in Table B is applicable in case of companies limited by the shares , form in Table C is applicable to the companies limited by guarantee and not having share capital, form in Table D is applicable to company limited by guarantee and having a share capital whereas form in table E is applicable to unlimited companies. However, a private company must have its own AA. The important items covered by the AA include :- Alteration of articles of association : A company can alter any of the provisions of its AA, subject to provisions of the Companies Act and subject to the conditions contained in the Memorandum of association of the company. A company, by special resolution at a general meeting of members, alter its articles provided that such alteration does not have the effect of converting a public limited company into a private company unless it has been approved by the Central Government. The articles must be printed, divided into paragraphs and numbered consequently and must be signed by each subscriber to the Memorandum of Association who shall add his address, description and occupation in presence of at least one witness who must attest the signature and likewise add his address, description and occupation. The articles of association of the company when registered bind the company and the members thereof to the same extent as if it was signed by the company and by each member. III. Registration of the Company Once the documents have been prepared, vetted, stamped and signed, they must be filed with the Registrar of Companies for incorporating the Company. The following documents must be filed in this connection :- {text:list-item} {text:list-item} {text:list-item} Certificate of Incorporation Once all the above documents have been filed and they are found to be in order, the Registrar of Companies will issue Certificate of Incorporation of the Company. This document is the birth certificate of the company and is proof of the existence of the company. Once, this certificate is issued, the company cannot cease its existence unless it is dissolved by order of the Court. IV. Commencement of Business A private company or a company having no share capital can commence its business immediately after it has been incorporated. However, other companies can commence their activities only after they have obtained Certificate of Commencement of Business. For this purpose, the following additional formalities have to be complied with :- If a company has share capital and has issued a prospectus, then :- {text:list-item} {text:list-item} {text:list-item} {text:list-item} {text:list-item} {text:list-item} {text:list-item} Once the above provisions have been complied with, the Registrar of Companies grants â€Å"Certificate of Commencement of Business† after which the company can commence its activities

Why do we need so many different theories in accounting Essay - 1

Why do we need so many different theories in accounting - Essay Example It is therefore essential that this information is recorded and reported in such a way that it holds value for all its users. In this paper framework for accounting profession including different accounting theories would be discussed. Furthermore, an illustration of different accounting treatment based on different accounting approaches is also made in this paper. The accounting profession is based on values and conceptual framework that has been developed over the years. This conceptual framework incorporates different well established theories and principles which determine the methodology for recognising, measuring and recording of the company’s assets and liabilities. The framework also allows logical reasoning for addressing different accounting and financial issues and provides guidelines for incorporating the information related to these issues in the financial records. This ensures that a uniform approach could be applied to different classifications of assets and liabilities and the information that has been produced and verified can be depended upon for decision making. An accounting theory defined as â€Å"a coherent set of hypothetical, conceptual and pragmatic principles forming a general frame of reference for enquiring into the nature of accounting†(Hendriksen & Breda, 1992) therefore could be suggested to provide the necessary concepts, framework, principles, procedures, rules and regulations. Another way of looking at accounting theories is that they allow predicting accountants’ behaviour and provide basis for coherent accounting treatment of assets and liabilities. There are numerous accounting theories suggesting that there is no single comprehensive of accounting. They could be categorized into three broad areas that are 1) those providing explanation of accounting practices 2) those providing forecasts or predictions of impacts of future

Nursing Leadership Paper Essay Example | Topics and Well Written Essays - 2000 words

Nursing Leadership Paper - Essay Example Nurses have always been ill prepared to take over the new role of managing or taking the leadership role to manage a large group of people (Foster, 2000). They often are contented of being a role model to others rather than taking a leadership role that will give them more powers to set policies in their department and carry out this roles well. A critical assessment of the issue of management in nursing is important since many nurses who accept to take this role are not adequately prepared to do it and many take up this work without clear planning or proper preparation. Early experiences and training in the leadership program will go a long way in ensuring that the nurses are vibrant in taking these roles without fear and can perform better than they are thought to (Shirey, 2007). The rationale for focusing in this issue is because leadership in nursing goes a long way to improve the services the nurses render to their patients. Good leadership will also give encouragement to the nurses and create a favorable environment for them to work under. Researchers have revealed that engaging nurses in leadership increases their job satisfaction and commitment, and motivates them to work better and harder (Alimo, 2007). The importance of leadership to the nursing profession and the vision of the profession are to ensure that the nu rses are lead to a specific goal and are motivated in their work so that the expected goals and performance are met. In Sullivan’s book, he explains why nurses need to be change agents. Using theories of management, the author explains the need for management change in the nursing fraternity. The book explains the relationship between the change process and nursing practice. He explains the change strategies that have taken root in the nursing field and the need for corresponding change of attitude in leadership and attitude. Sullivan’s publication describes the role of a manager in change as he dissects the need for

Neutropenia in the Chemotherapy Patient Essay Example | Topics and Well Written Essays - 1000 words

Neutropenia in the Chemotherapy Patient - Essay Example The study by Cameron (2009) suggests that one of the most effective ways of lowering the incidence of mortality from neutropenia is educating the patients. The paper suggests that letting the patients know what the signs of (febrile) neutropenia are and how they can be recognized will allow patients to understand when to contact their healthcare provider to ensure that they receive treatment for the condition as soon as possible, lowering the mortality of the condition. There are many different side-effects of chemotherapy that can be confused with the development of neutropenia (Nirenburg et al, 2006), but patients should be informed to check for a fever over 37.5C, mouth ulcers and general malaise (Cameron, 2009). The study by Cameron (2009) then goes on to suggest that educating the healthcare providers when the risk of neutropenia is highest and the white blood cell count is likely to be lowest is most imminent during the chemotherapy course. It has been suggested that most chemo therapy treatments are most effective and thus neutropenia risk is highest at the 10-14 day stage of treatment (Hall, 2005) and thus providers and patients alike would benefit from understanding this fact. However, different chemotherapies have different apexes, and thus both patient and provider should understand that the risks may be different dependant on type of treatment received (Cameron, 2009). It has also been shown that the duration of febrile neutropenia in patients with solid tumours can be predicted (Matias et al, 2010). The only data needed to provide this information to a patient or a member of healthcare staff is the aggressiveness of the cytotoxic agents used in that chemotherapy (Matias et al, 2010). This has the benefit of allowing both patients and healthcare staff to predict the severity and duration of neutropenia before the chemotherapy is started, and if the system was imposed thoroughly it could lead to a reduction in the cases of neutropenia. It could also a llow physicians to make more informed choices about the chemotherapy regimen chosen for the patients which could reduce the chances of neutropenia. There is more evidence for the development of a risk assessment tool for those at risk that may help to reduce the rates of chemotherapy-related neutropenia. Donohue (2006) has shown that giving those at risk a colony-stimulating factor (CSF) before chemotherapy is started can give the patients an increased risk of survival and reduced risks of neutropenia (p349). This is more evidence that education would be a useful factor in many situations, as nurses and physicians would need to be educated in using the risk assessment tool, and then understand the results given by this tool. However, after this it would decrease rates of neutropenia in many patients (p350) and thus achieve the goals set out by the PICO-formatted question outlined above. Crawford et al (2004) have also shown that there are assorted risk-factors for chemotherapy patie nts. It has been shown that 'combined cyclophosphamide, methotrexate, and 5-fluorouracil is less toxic than AC or combined cyclophosphamide, doxorubicin, and 5-fluorouraci

The importance of cultural diversity in one's life Essay

The importance of cultural diversity in one's life - Essay Example Through improved communication and a broader sense of understanding, culturally diverse communities can achieve success that is unparalleled in homogenous populations. The wide influx of ideas and practices in a culturally mixed group enriches a community and allows for greater intellectual, economic, and spiritual growth within the population. Cultural diversity is becoming ever more important in an increasingly global society and also has an accepted facet in day to day life. Cultural diversity spears economic growth and can help in the reduction of world poverty (UNESCO). Distinct cultures are capable of interacting in an economically advanced manner that will help not just the motherland, but other countries in need as well. Besides economical benefits, cultural diversity also enriches the human soul. Through the exchange of cultural ideas, individuals experience intellectual, emotional, moral, and spiritual growth (UNESCO). For example, millions of people worldwide now practice yoga as a form of exercise and spiritual relaxation. This would not be possible without the exchange of ideas between cultures. All cultures can stand to gain valuable insight into economic and emotional health by exchanging ideas. Multiculturalism within a community encompasses many distinct groups and interests. Race, gender, class, and sexual orientation are some of the categories that help decide the relationships between different cultural groups (Rendon). The key to success in environments with extensive multiculturalism is acceptance and tolerance. This is in opposition to monoculturism in which the group of people is homogenous or not mixed as in multiculturalism. A culture that is completely homogenous may view cultural diversity as a threat to social life, education, or financial well being (Rendon). However, homogenous groups of people are becoming more rare as the world continues to grow. Most college campuses are mixed gender, as well as mixed race, mixed socio-economic status and mixed gender orientation. For this reason, it is important to establish acceptance and communication within multicultural campuses. Diversity is nothing something that should be viewed as a threat, but something that sho uld be embraced as a positive force. As communications, transportation, and biotechnology continue to improve, the world will continue to move towards a global culture instead of distinct cultural areas. It is important to recognize a degree of cultural unity in order to give validity to laws passed by international bodies, such as the United Nations (Ayton-Shenker). International law is designed as rules for the global community and does not establish differences between particular countries. As diverse as the world is, these unifying bodies provide a sense of group belonging to the global community (Ayton-Shenker). In this sense, cultures that are as different as China to Brazil to the United States are all held to the same standards under international law. The knowledge that can be attained by accepting other cultures is perhaps the most important aspect of cultural diversity. Rudolph J. Marcus accounts for this wealth of information in his article, "Harvesting the advantages of cultural diversity." He states, "working together across paradigms can be fruitful. Some behaviors and practices on both sides help this process,

Sensory Perceptions Essay Example | Topics and Well Written Essays - 500 words - 14

Sensory Perceptions - Essay Example Senses play an intricate role in an individual’s thinking. It is, therefore, vital to understand some of the weaknesses they exhibit, and how these weaknesses affect an individual’s thinking. The need to process sensory information is crucial in the growth and development of individuals (Marie, 2010). This paper will examine why individuals need not entirely believe in the accuracy of sensory information, and how this might affect the decisions they make daily. There are reasons why sensory information cannot be relied on entirely by individuals. How people interpret sensory information, is dependent on their judgement. People often choose to look at things in their surrounding objectively, even though, they try not to believe they do this. These psychological biases and cognitive factors make everybody choose what to believe. What one might perceive in one way, another may choose to look at it differently (Barth & Giampieri-Deutsch, 2012). This creates a rift in the perception by individuals about their present situations. Another reason why it is hard to place trust in sensory information provided by the senses includes past experiences. How people interpret the immediate situation may be based on past experiences that led one not to trust their instincts (Barth & Giampieri-Deutsch, 2012). This affects the decisions they might make regarding the given situation. Moreover, the environmental effects affect the interpretation of data. Communication, for example, may be distorted before reaching the intended party. This may be because of noise. These environmental factors affect our perceptions, hence; would not be right to believe entirely in sensory information (Barth & Giampieri-Deutsch, 2012). Repeatability is one factor that may contribute to an individual’s accuracy of sensory data. Senses being exposed to certain conditions on a regular basis may offer an individual accuracy during the interpretation of

Logistics and Operations Management Essay Example | Topics and Well Written Essays - 4500 words - 1

Logistics and Operations Management - Essay Example Therefore, logistics and operations management (LOM) is the larger field that is concerned with the direction of activities targeted at the creation of goods and services by transforming inputs. Further, LOM also involves ensuring that these goods and services are sold profitably (Burke 2007, p. 47). In every industry and organization, LOM covers the entire supply chain starting from acquiring raw materials, through the production process, distribution and consumption. This makes supply chain management a crucial component of LOM for every industry and business. For instance, the construction industry is one of the most critical sectors in Europe and is still going through vital transformations focused on green and sustainable construction. At the same time, the industry is also keen to capitalize on the opportunities offered by the digital economy to maximize effectiveness and efficiency in productivity (Mallik 2010, p. 16). Basing on the nature of its operations, the construction i ndustry is one that can be said to be characterised more by short or long term projects rather than the production, marketing, distribution and selling processes of the consumer products market. This aspect further complicates the LOM of the industry and will require highly detailed and professional project management (Flick, Kardorff & Steinke 2004, p. 206). Being among the most globally adverse businesses, the construction industry cannot avoid transformation. This paper will use theory to suggest reengineering of the construction industry’s supply chain and project management and the advantages that would be realised by employing suitable processes. To achieve this, it will be imperative to first analyse and describe the current position and the inherent weaknesses and then propose the necessary changes. This research will primarily aim to bring to light the factors that hinder the successful