Body corporate definition
This query is : Resolved
16 May 2016
According to section 2(11) of companies act, 2013 “body corporate” or “corporation” includes a company incorporated outside India, but does not include—
(i) a co-operative society registered under any law relating to co-operative
societies; and
(ii) any other body corporate (not being a company as defined in this Act),
which the Central Government may, by notification, specify in this behalf;
so my query is, if any director is vice chancellor of any university then this should be disclose in form MBP-1 but university is not covered under Body Corporate/AOP/Firm/sole proprietor .
So what to do please suggest .
(i) a co-operative society registered under any law relating to co-operative
societies; and
(ii) any other body corporate (not being a company as defined in this Act),
which the Central Government may, by notification, specify in this behalf;
so my query is, if any director is vice chancellor of any university then this should be disclose in form MBP-1 but university is not covered under Body Corporate/AOP/Firm/sole proprietor .
So what to do please suggest .
16 May 2016
Kindly see the Format of Form MBP 1 ( Meeting of Board And Powers) Rules 2014, in which Director gives the notice of his interest or concern in the following Company or Companies, bodies corporate, firms or association of individuals.
16 May 2016
No,
As per my view the University is being formed by State Government by notification in Official Gazette where such notification is passed by both house of State legislation as per Section 3 of University act 1994 (Maharashtra).
Since disclosure in MBP 1 is as per Rule 9 of Companies (Meeting of board & its Powers) Rules 2014, university does not fall under any disclosure criteria mentioned in the provision.
As per my view the University is being formed by State Government by notification in Official Gazette where such notification is passed by both house of State legislation as per Section 3 of University act 1994 (Maharashtra).
Since disclosure in MBP 1 is as per Rule 9 of Companies (Meeting of board & its Powers) Rules 2014, university does not fall under any disclosure criteria mentioned in the provision.
16 May 2016
Thank you both experts.
that means if any director is only a vice chancellor of any university then it shall not be disclosed in MBP-1.
but some universities shall be under purview of Body corporate bcz they have many characteristics of body corporate like common seal, perpetual succession and to sue & to be sued then ... ????
that means if any director is only a vice chancellor of any university then it shall not be disclosed in MBP-1.
but some universities shall be under purview of Body corporate bcz they have many characteristics of body corporate like common seal, perpetual succession and to sue & to be sued then ... ????
16 May 2016
sir please read thepage no. 10of hand book of Vardhman Mahaveer Open University.
following content is written....
Establishment of the University and its objects and functions
3. Establishment of the University
(1) There shall be established a University under this Act by the name
of Vardhaman Mahaveer Open University, Kota.
(2) The University shall be a body corporate having a perpetual
succession and a common seal and may sue and be sued by its
corporate name.
(3) The headquarters of the University shall be at Kota in the State of
Rajasthan and it may establish or maintain a Regional Centre or
Study Centre at any place.
now clerify....
following content is written....
Establishment of the University and its objects and functions
3. Establishment of the University
(1) There shall be established a University under this Act by the name
of Vardhaman Mahaveer Open University, Kota.
(2) The University shall be a body corporate having a perpetual
succession and a common seal and may sue and be sued by its
corporate name.
(3) The headquarters of the University shall be at Kota in the State of
Rajasthan and it may establish or maintain a Regional Centre or
Study Centre at any place.
now clerify....
18 May 2016
Agreed with your viewpoint,
However can we interpret from the following perspective :- (Correct me if I am wrong)
Body corporate means is association of person which :-
• Incorporated under some statute
• Has perpetual succession
• Common seal
• Having Legal entity different from the members constituting it.*
*In one of case laws Cricket Club Of India Ltd vs The Bombay Labour Union & Another on 7 August, 1968 : Citation : 1969 AIR 276, 1969 SCR (1) 600
The supra of the Judgement was :- “It was urged that the effect of this incorporation in law was that the Club became an entity separate and distinct from its Members, so that, in providing catering facilities, the Club, as a separate legal entity, was entering into transactions with the Members who were distinct from the Club itself……”. “Though the Club is incorporated as a Company, it is not like an ordinary Company constituted for the purpose of carrying on business. There are no share-holders. No dividends are ever declared and no distribution of profits takes place. Admission to the Club is by payment of admission fee and not by purchase of shares. Even this admission is subject to balloting. The membership is not transferable like the right of shareholders. There is the provision for expulsion of a Member under certain circumstances which feature never exists in the case of a shareholder holding shares in a Limited Company. The membership is fluid. A person retains rights as long as he continues as a Member and gets nothing at all when he ceases to be a Member, even though he may have paid a large amount as admission fee. He even loses his rights on expulsion. In these circumstances, it is clear that the Club cannot be treated as a separate legal entity of the nature of a Limited Company carrying on business.”
Thus if we consider above point of view of University, it receives Grants from Government; Admission subject to payment of admission fees; Admissions not transferable
For Disclosure Requirement: -
HIGH COURT OF DELHI: - Ravi Raj Gupta v. Hansraj Gupta & Co. CM NO. 7043 OF 2009 where the Court on June 3, 2011 held that, a director is bound under section 299 to make disclosure of only such rights or interests which other directors are unaware.
However can we interpret from the following perspective :- (Correct me if I am wrong)
Body corporate means is association of person which :-
• Incorporated under some statute
• Has perpetual succession
• Common seal
• Having Legal entity different from the members constituting it.*
*In one of case laws Cricket Club Of India Ltd vs The Bombay Labour Union & Another on 7 August, 1968 : Citation : 1969 AIR 276, 1969 SCR (1) 600
The supra of the Judgement was :- “It was urged that the effect of this incorporation in law was that the Club became an entity separate and distinct from its Members, so that, in providing catering facilities, the Club, as a separate legal entity, was entering into transactions with the Members who were distinct from the Club itself……”. “Though the Club is incorporated as a Company, it is not like an ordinary Company constituted for the purpose of carrying on business. There are no share-holders. No dividends are ever declared and no distribution of profits takes place. Admission to the Club is by payment of admission fee and not by purchase of shares. Even this admission is subject to balloting. The membership is not transferable like the right of shareholders. There is the provision for expulsion of a Member under certain circumstances which feature never exists in the case of a shareholder holding shares in a Limited Company. The membership is fluid. A person retains rights as long as he continues as a Member and gets nothing at all when he ceases to be a Member, even though he may have paid a large amount as admission fee. He even loses his rights on expulsion. In these circumstances, it is clear that the Club cannot be treated as a separate legal entity of the nature of a Limited Company carrying on business.”
Thus if we consider above point of view of University, it receives Grants from Government; Admission subject to payment of admission fees; Admissions not transferable
For Disclosure Requirement: -
HIGH COURT OF DELHI: - Ravi Raj Gupta v. Hansraj Gupta & Co. CM NO. 7043 OF 2009 where the Court on June 3, 2011 held that, a director is bound under section 299 to make disclosure of only such rights or interests which other directors are unaware.
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