SPCC 4 Marks Each

1. Meaning : As per this principle, it is presumed that the outsider (Third Party) are conversant with the particular of the Memorandum of Association and Articles of Association. This presumption is made because of the fact that the Memorandum of Association (MOA) and Articles of Association(AOA) both are public documents. Hence, ignorance of any person about these documents of a company is not sustainable in the eyes of Law.
A common man may presumes that whatever transactions done by the company must have been done as per the rules mentioned in the Articles of Association. Common man can presume that all the proceedings to complete the work which is approved by the Memorandum of Association and Articles of Association must have been complied with. This principle is known as Doctrine of Indoor Management. 2. Exceptions of the Doctrine of Indoor Management:
(1) The doctrine of Indoor Management is nt applicable in the event of such an act done by a company of which it has no power.
(2) If any document is obtained from the company by fraud this doctrine is not applicable.
(3) When any outsider is aware about the irregularity of internal administration oI-’a company this principle does not apply.
(4) When it becomes necessary for outsider dealing with a company to inquire about the company inspite of that he does not make inquirrto.&Jvantage of this doctrine is available.
(5) When the act of an officer of a company is apparently without power the Doctrine of Indoor Management is not applicable.
In the vent of above mentioned exceptional circumstances the Doctrine of Indoor Management is not applicable. Therefore the outsiders (Third Party) get protection against the internal mismanagement and negligence of the company.

1. Meaning : As per this principle, it is presumed that the outsider (Third Party) are conversant with the particular of the Memorandum of Association and Articles of Association. This presumption is made because of the fact that the Memorandum of Association (MOA) and Articles of Association(AOA) both are public documents. Hence, ignorance of any person about these documents of a company is not sustainable in the eyes of Law.
A common man may presumes that whatever transactions done by the company must have been done as per the rules mentioned in the Articles of Association. Common man can presume that all the proceedings to complete the work which is approved by the Memorandum of Association and Articles of Association must have been complied with. This principle is known as Doctrine of Indoor Management. 2. Exceptions of the Doctrine of Indoor Management:
(1) The doctrine of Indoor Management is nt applicable in the event of such an act done by a company of which it has no power.
(2) If any document is obtained from the company by fraud this doctrine is not applicable.
(3) When any outsider is aware about the irregularity of internal administration oI-’a company this principle does not apply.
(4) When it becomes necessary for outsider dealing with a company to inquire about the company inspite of that he does not make inquirrto.&Jvantage of this doctrine is available.
(5) When the act of an officer of a company is apparently without power the Doctrine of Indoor Management is not applicable.
In the vent of above mentioned exceptional circumstances the Doctrine of Indoor Management is not applicable. Therefore the outsiders (Third Party) get protection against the internal mismanagement and negligence of the company.

In order to have alteration in the Articles of Association of a company the secretary has to perform following duties:
(1) To give notice : The secretary has to prepare the notice for calling upon the meeting of shareholders and such notice has to be sent to the shareholders so as to reach them before 21 days of the meeting.
(2) To prepare agenda : To prepare agenda of the work to be done at the meeting. The proposed alteration to be made in the Articles of Association should be included in such Agenda.
(3) To call general meeting : General Meeting is required to be called for passing special resolution.
(4) To maintain minutes : It is the duty of a secretary to maintain the minutes when the meeting is going on. To count votes in case of voting and to have note thereof.
(5) To send copy of special resolution : To, makenecessary arrangement to send a copy of special resolution about altering the Articles of Association for the registration before the Registrar within 30 days after having passed in a General Meeting.
(6) Special minutes : When the minutes of the proceeding of a meeting is to be prepared, special type of minutes are to be included therein.
(7) It should not be against any law: It is the duty of secretary to make sure that the alteration done in Articles of Association is not against any provisions of Law.
(8) Permission of Trubunal : To make arrangement to obtain permission of Tribunal in any matter where the same is necessary.
(9) Registered before Registrar : After having included the alterations in the Articles of Association the newly printed copy of Articles of Association is to be registered before the Registrar in a prescribed period. The alterations of Articles of Association comes in to force only after having registered before the Registrar.

1. Introduction: Articles is the list of rules of internal management of the company. With the growth of the company sometimes the special requirement in the matter of administration or the problem arises after formulating the rules. In this situation there is a nced- to change the administrative policies and rules. Company Act has given authority to the directors of the company for the alteration of the Articles of Association but also put some restrictions on it. So that the directors cannot make changes in Articles of Association as per their wish.
2. Alteration in Articles of Association : The following matters are to be considered while making alteration in the Articles of Association.
(1) Special Resolution and Permission of Tribunal : As per the Companies Act —
(a) To convert private company in to public company.
(b) To convert public company in to private company.
Special Resolution is required and have to take prior permission of court.
The above mentioned alterations are subject to the conditions laid down under the Articles of Association.
(2) Restriction on Private Company: If a private company as per the Companies Act makes such alterations in its Articles of Association so as to remove the limitations or restrictions included in it, it ceases to be private company from the date of its alteration.
(3) About Directors : Special Resolution is required to be passed in case of alteration about increase in the remuneration of the Directors, Managing Directors or full time Director.
(4) Contravention of the provisions : No alteration can be made in contravention of the provisions of paramount.
(5) Alteration against law : No company can make alteration in their Article’s of Association which is against of any existing laws of India.
(6) Alteration against Memorandum of Association: Memorandum of Association is the basic document of a company. No alteration in contravention of the Memorandum of Association shall be permissible.
(7) Protection of Members : No alteration can be made in the Articles of Association which lead to cheating, fraud or coercion to the members.
(8) In the Interest of Company : The Alteration in the Articles of Association must have been made in the interest of a company.
(9) Not against company law : Alteration in the Articles of Association shall not be made against the provisions of the Companies Act 2013.
3. Conclusion : Directors have to make sure that while making changes in Articles of Association whatever changes done must not be against the law. In addition to this, there should not be a change in Articles of Association which is against the interest of workers, creditors, shareholders and other parties related to the company.

1. Introduction: Articles is the list of rules of internal management of the company. With the growth of the company sometimes the special requirement in the matter of administration or the problem arises after formulating the rules. In this situation there is a nced- to change the administrative policies and rules. Company Act has given authority to the directors of the company for the alteration of the Articles of Association but also put some restrictions on it. So that the directors cannot make changes in Articles of Association as per their wish.
2. Alteration in Articles of Association : The following matters are to be considered while making alteration in the Articles of Association.
(1) Special Resolution and Permission of Tribunal : As per the Companies Act —
(a) To convert private company in to public company.
(b) To convert public company in to private company.
Special Resolution is required and have to take prior permission of court.
The above mentioned alterations are subject to the conditions laid down under the Articles of Association.
(2) Restriction on Private Company: If a private company as per the Companies Act makes such alterations in its Articles of Association so as to remove the limitations or restrictions included in it, it ceases to be private company from the date of its alteration.
(3) About Directors : Special Resolution is required to be passed in case of alteration about increase in the remuneration of the Directors, Managing Directors or full time Director.
(4) Contravention of the provisions : No alteration can be made in contravention of the provisions of paramount.
(5) Alteration against law : No company can make alteration in their Article’s of Association which is against of any existing laws of India.
(6) Alteration against Memorandum of Association: Memorandum of Association is the basic document of a company. No alteration in contravention of the Memorandum of Association shall be permissible.
(7) Protection of Members : No alteration can be made in the Articles of Association which lead to cheating, fraud or coercion to the members.
(8) In the Interest of Company : The Alteration in the Articles of Association must have been made in the interest of a company.
(9) Not against company law : Alteration in the Articles of Association shall not be made against the provisions of the Companies Act 2013.
3. Conclusion : Directors have to make sure that while making changes in Articles of Association whatever changes done must not be against the law. In addition to this, there should not be a change in Articles of Association which is against the interest of workers, creditors, shareholders and other parties related to the company.

Table-F : Articles of Association of a Company Limited by Shares:
A company limited by shares has to prepare their Articles of Association as per the Table-F of schedule-I of the Companies Act 2013. Following matters arë’ thcludes in it.
(1) Explanation of words given in the Companies Act 2013.
(2) Common Seal/stamp of a company and the explanation/rules for its use.
(3) Provisions regarding share capital and the rights of shareholders.
(4) Rules regarding lien of a company in its shares.
(5) Rules regarding installments of shares.
(6) Rules regarding transfer of shares.
(7) Rules regarding share transmission in case of death.
(8) Rules regarding forfeiture of shares.
(9) Rules regarding change of share capital.
(10) Rules regarding capitalization of profit.
(ii) Rules of buy back of share capital.
(12) Rules relating to General Meeting.
(13) Rules for the conducting of General Meeting.
(14) Procedure about adjournment of Meeting.
(15) Rules/explanations about the voting rights.
(16) Rules about proxies.
(17) Rules about the Board of Directors.
(18) Rules relating to the numbers of Directors and their remuneration.
(19) Procedure to conduct the meeting of Board of Directors.
(20) Rules regarding the use of common seal/stamp and its preservation.
(21) Guidelines regarding Dividend.
(22) Rules relating to reserved fund.
(23) Rules relating to Accounts.
(24) Procedure for closure/liquidation of a company.
(25) Indemnity contracts for the officers, its procedure and rules.
Table H : Articles of Association of a Company Limited by Guarantee and not having Share Capital:
Where the liability of the members of a company in the event of its liquidation is limited to the extent of the contribution agreed to be paid in the assets of the company as per the Memorandum of association it is called a company limited by Guarantee and not havinghare capital. Following matters are to be included in such Articles of Association:
(1) Number of Members: For the purpose of registration of a company the number required is 100. The company may increase the number of its members as per its requirements.
(2) General Meeting All meetings of the company écept General meeting will be considered as special meetings.
(3) Conducting Meeting : Rules regarding conducting General meeting are mentioned in it.
(4) Adjournment of Meeting : The circumstances under which the meeting can be adjourned and procedure for adjournment of meeting are stated in it.
(5) Voting Right : The rules regarding voting rights of members are mentioned in the Articles of Association.
(6) Meeting of Board of Directors : The information regarding Board of Directors and regulations of their meetings are mentioned in Articles of Association.
(7) Rules for chief officers : The rules of appointment and removal of chief administrative officer, Manager, Company Secretary Chief financial officer are mentioned in Articles of Association.
(8) Common seal/stamp : Rules regarding the use of common seal/stamp of a company and its preservation are mentioned in Articles of Association.

1. Introduction: The Articles of Association includes the rules for the daily managements of the company. The promoters of the company can indepeñllenxly frame its own rules but these rules should not be against the provisions of Companies Acj. In addition to this the details contain in it should not be against any existing Laws of India.
2. Contents of Articles of Association : Generally the Articles of Association contains the following particulars:
(1) Primary Agreements : The Agreements done before the establishment of company are called primary agreements. The company has to mention in Articles of Association whether it has entered in to these agreements or not and if so the same has.been accepted or not.
(2) Information related to Share : Following information regarding the shares are mentioned in Articles of Association :
(1) The number of shares and its face value
(2) Rules relating to the share installments
(3) Rules relating to the transfer of shares
(4) The lien of the company about the value of unpaid shares.
(5) Rules about transmission of shares.
(6) Rules about forfeiture of shares.
(3) About the shares of private Company : There is a restriction on transfer of shares in a private company.
(4) Rules relating to Meeting Articles of’Association contain rules regarding meetings of the company. It includes the rules regarding conducting of meeting and minutes of meeting.
(5) Rights and duties of Board of Directors : Articles of Association contains information related to the rights and duties of Board of Directors. On the basis of this Rights and duties of Board of Directors the concept of ultra vires is realized.
(6) Rules for the Dividend : Articles of Association states the rules relating to the distribution of dividend among members. It includes the method of distributing dividend and information related to unclaimed dividend.
3. Conclusion : In the Articles of Association it is necessary to include the information tioned in the table which is applicable to the company. Out of the tables of Schedule -1 of the [panies Act 2013.

1. Introduction: The Articles of Association includes the rules for the daily managements of the company. The promoters of the company can indepeñllenxly frame its own rules but these rules should not be against the provisions of Companies Acj. In addition to this the details contain in it should not be against any existing Laws of India.
2. Contents of Articles of Association : Generally the Articles of Association contains the following particulars:
(1) Primary Agreements : The Agreements done before the establishment of company are called primary agreements. The company has to mention in Articles of Association whether it has entered in to these agreements or not and if so the same has.been accepted or not.
(2) Information related to Share : Following information regarding the shares are mentioned in Articles of Association :
(1) The number of shares and its face value
(2) Rules relating to the share installments
(3) Rules relating to the transfer of shares
(4) The lien of the company about the value of unpaid shares.
(5) Rules about transmission of shares.
(6) Rules about forfeiture of shares.
(3) About the shares of private Company : There is a restriction on transfer of shares in a private company.
(4) Rules relating to Meeting Articles of’Association contain rules regarding meetings of the company. It includes the rules regarding conducting of meeting and minutes of meeting.
(5) Rights and duties of Board of Directors : Articles of Association contains information related to the rights and duties of Board of Directors. On the basis of this Rights and duties of Board of Directors the concept of ultra vires is realized.
(6) Rules for the Dividend : Articles of Association states the rules relating to the distribution of dividend among members. It includes the method of distributing dividend and information related to unclaimed dividend.
3. Conclusion : In the Articles of Association it is necessary to include the information tioned in the table which is applicable to the company. Out of the tables of Schedule -1 of the [panies Act 2013.

Some important provisions of the Articles of Association are narrated in various sections of the Companies Act 2013 which are as follows:
(1) Signatories of Articles of Association: Every person giving signature in the Memorandum of Association has to put his signature in the Articles of Association.
(2) Details of Signatories : The signatories of Articles of Association have to mention their address, occupation and other necessary details.
(3) Signature in front of Witness : Signature in the Articles of Association of the member must be done in presence of at least one witness.
(4) Specimen of the Articles of Association : The company may accept all rules or any of the rules mention in the specimen of the Articles of Association.
(5) Follow of Provisions : The company is bound to follows the provisions of Articles of Association. Company can not escape from its liability towards members.
(6) Provisions against Laws : Articles of Association must not contain any provision conjiary to the Memorandum of Association and Laws of country.
(7) Provisions for Private Company: Private company has to show the following three special provisions in its Articles of Association:
(a) There must be minimum 2 and maximum 200 members in the company.
(b) There must be restriction on the share Transfer.
(C) The company must not invite the public to purchase its own shares.
(8) Presumption of Law : The law must presume that every person related to the company is aware about the provisions of Articles of Association.
(9) Right to get copy of Articles of Association : Any person dealing with company may inquire about the Articles of Association by approaching at the registered office of the company and also obtain the copy of it by payment of requisite fees.
(10) Amendment in Articles of Association Company may amend its Articles of Association by passing special resolution subject to the conditions of its Memorandum of Association and provisions of the companies Act 2013.
(11) Affidavit of Promoters : Articles of Association must contain the affidavit of the promoters containing the statement to the effect that they are not found guilty for any offence relating to the establishment incorporation or administration of the company.