Showing posts with label Secretarial Practice. Show all posts
Showing posts with label Secretarial Practice. Show all posts

Wednesday, 23 March 2016

Std 11,Commerce,Secretarial Practice,Ch 4,Formation of Joint Stock Company



Hi, kids, we are going to start with chapter 4 of secretarial practice, formation of joint stock company, one big joint or business organisation, right, let’s see.
We are going to start with the first module, explain in brief public limited and private limited companies. Now here you can see we have two types, private limited companies and public limited companies, right. Please watch it carefully. It is necessary to have the word private in private, nothing of the type in public, only simple, you are going to write the name of the company that’s all.
Now let’s take an example. We have Mr. Chinta Money who is interested in starting a new company so he is talking to Mr. Vatan Kata. ‘Sir, we would like to become a businessman and start a company like yours.’ ‘Which type of company do you want to start?’ What are the different kinds of companies?’ he is asking. Now let’s see the reply. ‘There are two types, right, private and public. To get detailed information about these you must have to approach the registrar of companies.’ Okay, so my dear students, he is approaching registrar of companies. Now he comes to the office of the registrar, who, Mr. Chinta Money. ‘Sir, can you give me a brief idea about a private limited and a public limited company and what will be the formalities for the same?’
Private company means let’s check: According to Companies Act, 1956, Section 3(1)(iii) a private company is one which by its articles restricts the rights to transfer it shares. That means you cannot freely transfer, you cannot sell shares easily. Limits the number of its members to 50, you can see private limited company maximum number of persons or members is 50. Prohibits any invitation to the public to subscribe that is to buy for any shares in order or maybe debentures of the company. And prohibits any invitation or acceptance of deposits from person other than its members, directors or their relatives. What does that mean? They can only take money from their near and dear ones and their own members, not from the public. Right, kids, do remember, now private company is a kind of a joint stock company. Those who want to establish a joint stock company, keep its businesses limited, usually register the company as private limited company, right. Restricted to few number of members. Now private company collects capital privately, minimum 2 members and maximum 50. Remember that company we call it as a private limited company. It cannot collect capital by inviting general public to purchase the shares of the company, neither its shareholders can transfer their shares freely. Freely means without taking any permission from directors. In short private company performs operations in restricted manner. A private company has to add words called as ‘private limited’ at the end of its name. You can check the example given, right, on your left hand side, MT Educare Private Limited.
‘What about public company, sir?’
Public company means, let’s check, according Companies Act, 1956, Sec 3 (1) (iv) public company means a company which is not a private company, it is so simple and easy to remember. Which is private is not public and which is public is not private. Now there are no restrictions on transfer of shares, that is shares are freely transferable. You just need to take permission from directors. There is no limit on maximum number of membership, it means the maximum number can be unlimited. There is no prohibition to any invitation to the public to subscribe for any shares or debentures of the company. Means what, they can collect money, money, money from public, right, by means of shares or debentures. Prohibition – restriction. There is no prohibition again for acceptance of deposits from persons, thus public company can accept public deposits. A public company has to add the word ‘limited’ at the end of its name. Do remember, right kids, at the top you can see, MT Educare Limited. And membership is minimum 7, maximum no limit.

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Std 11, Commerce, Secretarial Practice, Ch 3, Joint Stock Company, Module 02



Kids, we will move to the next module. Discuss the concept of Partnership Firm and state its features. Means we will see about partnership, more than two people. Right, coming together to do business, you can see in the following picture.
Now, partnership is started by an agreement between persons. Now, two or more persons come together and have sharing in profit, as per the profit sharing ratio. Right, they sign in an agreement, where terms and conditions are mentioned. This agreement maybe oral or maybe a written one. And kids, always written agreement is better, right, it acts like an evidence, yes. Minimum two persons are required to start this partnership firm and the maximum number is 20, in case of general business and in case of banking there are only 10. Do remember, right, minimum number of people 2, maximum banking is 10 and non-banking is 20. Now, let’s see third feature, partnership firm is started to carry on a business activity. Let’s check an example alongside, raw material is collected then some processing done, right, cutting, shaping, polishing and what do we get, finished goods, wooden table and chairs and many more articles. So, partnership business is carried out for all these business activities. Now, the ownership of partnership firm is joint, remember that 2 or more than 2 people that is partners are joint owner of assets and liabilities of business, right. All this property belongs to all the partners in the firm. All the debt also belongs to all the partners in the firm. The partners manage business jointly, everything will be done together, it means all the decisions are taken by mutual consultation means after taking permission or consulting each other. Right, you can see there, they are consulting each other, we are going to start something new, we are going to start something different. The profit and loss are shared in the decided proportion or as per the agreement, agreement or deed you can call it as, any legal instrument in writing that is signed or attested by all the partners. The liability of the partners is unlimited, joint and several. Very, very important kids, do remember and understand very well. Now let’s take an example four partners in a firm, right. We name it as A, B, C, D and what is outstanding? Rs. 1 lakh. Now, jointly what you can see here. Jointly, individually they are responsible to pay 25,000 each, correct kids. So, this is joint, do remember that. Now, let’s check severally, now what happens here, there are four partners. Now, one of them dead but still the outstanding amount is rupees one lakh. So, you can see the remaining three solvent partners sharing that one lakh into three equal parts. So, that is you can see there, three equal parts, right, kids.
Another, what happens now, second condition, again for severally, one was dead, second partner is insolvent now. So, two remaining solvent partners will share one lakh into two equal parts, right. And finally again, if even the third partner becomes insane means mad, unsound mind, then the last partner, which is solvent will share or take the burden of every penny which is remaining outstanding, you can see one lakh outstanding entirely has been taken care or paid off by the solvent partner. So, kids, do remember, unlimited, joint and several, right, liability unlimited, I hope you remember that. No difference between personal assets and business assets and joint and severally we did just now. The share in partnership cannot be transferable to any other person without the consent of other partners. It means interest of partnership is non-transferable. As you can see here, these are the partners of Bajate Raho Firm. Now, Mr. Y wants his son to join the business. He needs to consult everyone and if everyone approves, he can bring in his son, right. So, Mr. R becomes the new partner in the business.

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