A cooperative form of business is a different form of
business enterprise. It this form the main motive is not earning profit but the
main motive of co-operative organisation is mutual help. It works with the
principle of each for all and all for each.
The cooperative society or organisation is a voluntary
association of persons who join together for mutual help. A minimum of 10
persons are required to form a co-operative society. The registration of
co-operative society is compulsory and the capital of cooperative organisation
is contributed by the members only in the form of share capital. The
cooperative organisation can raise loan also from the banks.
Features of
co-operative organisation
The common features of cooperative societies are given
below:
Ø
Voluntary association
The cooperative society is a voluntary
association of persons. Any person can join the cooperative society if he/she
has common interest. For example, any farmer can join the agricultural society
or any consumer can join the consumer society. The members can leave the
society whenever they desire so by giving a notice. There is no restriction on
entry or exit of members. They can join or leave the cooperative organisation
of their own will and wish. The membership is open to all the members
irrespective of their caste, creed and religion.
Ø
Equal voting rights.
The cooperative societies work with
democratic principle of “one man-one vote”. All the members get only one voting
right irrespective of capital contributed by them. The rich members by taking
more shares cannot dictate their terms. A person who has 1000 shares a person
who has 10 shares will get one voting right only.
Ø
Service mode
The main motive of cooperative society is
to provide service to its members and not to earn profit. Earning profit is the
secondary motive.
Ø
Separate legal entity
It is compulsory for a cooperative society
to get itself registered under the Cooperative Society Act. After registration,
the cooperative organisation gets a separate legal entity, which means the
cooperative society is considered separate from its members. It can buy and
sell property in its own name and can enter into contract in its own name. The
death, insolvency and incapacity of any member does not effect the existence of
cooperative society.
Ø
Distribution of surplus
Ø
The profit of cooperative society is not
distributed in the ratio of capital contributed by each member but it is
distributed according to dealings of members with the society. A member with
less capital can get more share in profit by having more transactions or
dealing with the cooperative organisation. For example, in a consumer
cooperative the consumer who made purchase gets maximum benefit.
In the cooperative society a fixed rate of
dividend is given on the capital and remaining surplus is distributed in the
form of bonus, according to dealings of members with the cooperative
organisation.
Merits
of cooperative organisations
The advantages of cooperative organisation
are:
Ø
Easy to form
The formation of cooperative organisation
is very simple process. Only ten adult members having common interest are
required to form it. The registration procedure for cooperative is very simple
and does not involve any legal formalities.
Ø
The liability
The liability of members of cooperative
organisation is limited to the extent of their capital contribution in the
cooperative organisation. At the time of losses the creditors cannot have claim
over the personal property of members.
Ø
Continuity
The cooperative society has a separate legal
existence. The death, insolvency or incapacity of any member does not affect
the existence of society. The cooperative life and exists for a long period of
time.
Ø
Democratic set-up
The cooperative societies work with the
democratic system. They are based on the principle of one-man-one-vote. All
members have equal rights and equal chance to participate in the management
irrespective of capital contributed by them.
Ø
Open membership
Any person having common interest can
become the member of a cooperative organisation. There is no restriction on the
basis of caste, creed or religion. The persons can join and leave the
cooperative organisation whenever they desire so.
Ø
Economical functioning
The operation of cooperative organisation
is quite economical. As most of the activities are performed by the members
themselves and while purchasing goods or raw materials middlemen are eliminated
so they can get the raw materials and goods at low cost. The cooperative
organisations do not maintain large stocks. Due to cash trading there are no
bad debts. There is saving in advertising and selling experience also.
Ø
State patronage
The cooperative organisations get various
benefits from the government. The government provides various concessions and
rebate in taxes. These organisations can get raw materials etc. at subsidised
rates. Government offers loans at lower rate of interest and on easy terms and
conditions of economic power to cooperative organisations.
Ø
Social utility
The cooperative organisations promote
social justice and mutual cooperation. They promote self help, moral value
among the members. These organisations also help to prevent concentration of
economic power in few hands.
Demerits
of Cooperative Organisations
Cooperative societies suffer from the following
drawbacks.
Ø
Limited capital
The cooperative organisation is formed by
the people who have limited resources and there is no compulsion to contribute
some minimum amount of capital to become a member. The principle of
one-man-one-vote also discourages people to invest more so cooperative
organisations always face a shortage of capital due to low rate of return.
Ø
Inefficient management
The cooperative organisation is managed by
its members only. Generally all the activities are performed by the members
only. These members are not professional experts. They are inexperienced
persons. The cooperative organisation cannot afford to pay high salary to
professional and qualified people.
Ø
No motivation
In cooperative organisation there is no
direct link between the efforts and reward. Hence members are not inclined to
put their best efforts. There is no incentive for working efficiently.
Ø
Conflict among the members
Quite often, the disputes arise among the
managing committee and members in cooperative organisation. The members are
from different sections of society. They may have difference of opinion and if
any member follows rigid attitude it can lead to conflict and disputes.
Generally the selfish motive of members starts dominating and they forget the
service motive.
Ø
Excessive government control
As cooperative organisations get various
concessions and benefits from the government, in return there is excessive
government regulation and control by the government. It is essential for a
cooperative organisation to get its accounts audited by the auditors of the
cooperative department and to submit its accounts with the registrar. All these
regulations, restrict the flexibility and efficiency of cooperative
organisation.
Types of Cooperative Organisations
On the basis of nature of activities performed, the
cooperative organisations can be classified into following categories:
1.
Consumers’ cooperative society
2.
Producers’ cooperative society
3.
Cooperative marketing society
4.
Cooperative credit society
5.
Cooperative farming society
6.
Cooperative housing society
Ø
Consumers’ cooperative society
This society consists of consumers who join
together to eliminate the middlemen. The consumer cooperative societies
purchase goods directly from manufacturer and sell them to the members at
reasonable price. The profit of the store is distributed among all the members
as dividend on capital and bonus in proportion to their purchases during the
year. The main objectives of forming consumer cooperative are:
i.
To ensure steady supply of essential goods
ii.
To supply the goods at reasonable price by
eliminating the profit margin of middlemen
iii.
To supply the goods and services of high
quality.
Ø
Producers’ cooperative society
This society consists of small producers
who individually find it difficult to procure the inputs and get the machinery
and latest technology. There are two types of producers’ cooperatives:
a)
The one which provides raw material, inputs,
machinery, etc. so that producer can concentrate on production.
b)
The one which sells the goods produced by these
producers.
The profit of producers’ cooperative is distributed in
proportion to the goods sold by each member of the society. The main objectives
of producers’ cooperative are:
i.
To ensure steady supply of raw material, input
etc. at reasonable price
ii.
To provide latest machinery of production
iii.
To ensure
smooth distribution and sale of goods produce by members
iv.
Helping the producers to concentrate their
attention on production of goods.
Ø
Cooperative marketing society
The cooperative marketing society consists
of small producers who find it difficult to sell their products at profit. The
output of all the small producers is brought together and sold at the best
price. Such a society helps to improve the bargaining power and competitive
position of its members. It performs various marketing functions such as
transportation, warehousing, packaging, grading etc. the profit and the sale
proceeds are diributed among the members according to their respective share in
sale proceeds are distributed among the members according to their respective
shares in the common sales pool. The main objectives of marketing cooperative
society are:
i.
To ensure a steady and favourable market for the
output of its members
ii.
To ensure the best price for the output
iii.
To provide facilitate transportation,
warehousing, packaging, etc., which individually cannot be afforded the members
iv.
To ensure honest trading practices in weighting,
measuring and accounting
v.
To eliminate the middlemen and have direct
dealing with the customers
Ø
Cooperative credit society
Ø
It consists of people with limited means who
find it difficult to arrange credit and loans. These societies provide financial
assistance to its members and promote habits of saving among the members. The
funds of these societies consist of share capital contributed by the members
and deposits made by members and outsiders. The fund are used for giving loans
to needy members on easy terms. The credit cooperative formed by farmers is
known as rural credit cooperative, credit cooperatives formed in urban areas
are known as urban banks. The main motives of credit cooperative organisations
are:
i.
To protect the members from the exploitation of
moneylenders
ii.
To ensure loans on easy terms and low rate of
interest
iii.
To
develop the habit of saving among the members.
Ø
Cooperative farming society
These consist of small farmers who join
together to avail the benefits of large scale mechanised farming. Such
societies are particularly important in the case of countries such as India,
where agriculture suffers from excessive subdivision and fragmentation of land.
The farming cooperative society is also known as an agricultural cooperative.
The main objectives of farming cooperatives are:
i.
Helping the small farmers to get the benefits of
mechanized farming
ii.
Providing improved seeds, fertilizers,
irrigation and other modern techniques
iii.
Proving social and economic security to
peasants.
Ø
Cooperative housing society
These societies are formed to provide
residential accommodation to their members. These societies purchase a big plot
of land, construct flats on that and sell these flats to its members on
installment and easy terms. Some housing cooperatives provide loans to their
members for building houses. These societies are very popular in urban areas.
The main objectives of housing cooperative societies are:
i.
Proving residential accommodation to their
members
ii.
Helping members to purchase houses at lower cost
iii.
Providing civic amenities such as roads, parks,
streetlights, parking etc.
Join stock company
The company form of organisation is considered to be most
suitable for organising business activities on a large scale. It has advantage
of attracting huge capital from the public. With adequate capital it can employ
trained and experienced managers to run the business activities efficiently.
Features of joint
stock company
Following are the chief characteristics of the company form
of organisation.
Ø
Separate legal existence
A company has a separate legal entity. A
company can carry on business in its own name, it can buy and sell assets in
its own name, it can enter into contract with outsiders in its own name; the
company and its members are separate individuals.
Ø
Artificial person
A company does not have a physical body
like a natural human being. It is an artificial person created by law. Its
operations are performed by the elected representatives of members, known as
directors, although business is run in the name of the company.
Ø
Registration
It is legally compulsory to get itself
registered under the Companies Act, 1956. Without registration no company can
come into existence.
Ø
Perpetual succession
A company has continuous existence
independent of its members. A company is created by law and only law can bring
an end to its existence. The death, insolvency or incapacity of any member does
not affect the existence of company. Members may come and members may go but
the company goes on forever. The life of the company can come to an end through
legal procedure of winding up.
Ø
Common seal
Being an artificial person the company
cannot sign, therefore there is need for common seal with its name engraved on
it. The activities of the company are carried through a group of people. Anyone
acting on behalf of the company can use common seal in place of signature of the
company to bind the company. Any document which does not bear the common seal
of the company is not binding on the company.
Ø
Transferability of shares
The capital of the company is divided into
shares. The shares of the company are feely transferable by its members. A
shareholder is free to withdraw his membership from the company by selling his
shares. The shares of private limited companies cannot be easily transferred.
Ø
Separation of ownership and control
The company form of business is owned by
the shareholders. These shareholders elect their representatives who are called
directors of company. The directors manage the activities of the company by
appointing professional experts.
Ø
Limited liability
The liability of members of the company is
limited to the extent of their share capital contribution in the company. For
example, if a person has purchase 1000 share of value ₨.10 each, then his liability is limited upto ₨.10000 only.
Merits
of Joint Stock Company
The important advantages of joint stock
company are :
Ø
Large amount of capital
The biggest advantage of company form of
business is that it can collect a large amount of capital by issuing of shares
to general public. The people having small savings can also buy the shares of
company because the value of share is very small. Apart from share capital, the
company can collect funds by raising loans from financial institutions and by
issue of debentures and other securities.
Ø
Limited liability
The liability of members of the company is
limited to the extent of their share capital contribution in the company. The
limited liability attracts many people to invest their money in company form of
business, as in case of loss the creditors cannot have claim over the personal
property o the members.
Ø
Continuity/Stability
The company form of business enjoys
perpetual succession. As it has separate existence, it is formed by law and can
end by legal procedure of winding up only. The death, insolvency and incapacity
of any members do not affect the existence of the company.
Ø
Efficient management
Company form of business has huge funds at
its disposal. It can easily afford to hire professional experts to perform
managerial and other activities of the organisation. The expert and specialised
people improve the efficiency and working of the company.
Ø
Growth and expansion
In company form of business there is more
scope for growth and expansion. The company has large financial resources and
their rate of profit is also high. They can easily use large amount of accrued
or retained profit for expansion and growth.
Ø
Easy transferability of shares
The share of the company can be easily
bought and sold in the market. It the owner of share is in need of cash, he can
easily sell the share and get cash. The easy transferability of shares brings
liquidity of investment. At any time the share investment can be converted into
cash and the same amount can be used to buy the shares of other company.
Ø
Public confidence
General public has more trust and
confidence in company as compared to partnership. The reason for that is
companies publish their annual accounts, annual reports, future plans etc.
based on the financial soundness and profit earning rate, public can plan to
invest in the securities of different companies.
Ø
Democratic management
Company form of business is managed by the
directors, who are elected by the shareholders. All the decisions are taken by
calling board meetings where all the directors get voting rights. In this way,
the company can run in the best interest of majority of shareholders.
Ø
Dispersal of ownership
All the shareholders of the company are
considered as the owners of the company. There are a large numbers of people
who buy shares of the company. Thus the benefits of the company operations are
distributed among a large number of people and it is not restricted In a few
hands.
Ø
Social responsibilities
Large companies generally perform social
responsibilities by contributing a large fund for welfare activities such as by
establishing schools, colleges, hospitals, training centres etc.
Demerits of a company
The following are main limitations of a company:
Ø
Lengthy and expensive legal procedure
The formation of company involves a lengthy
and complicated procedure. Many legal formalities have to be completed, many
documents have to be prepared and submitted. Various permissions have to be
obtained. To perform these activities experts are hired, who charge high fees.
Even registration fees have to be paid to the registrar.
Ø
Lack of motivation
Company is not managed by owners but is
managed by the professional managers. These managers get salary for their
services so there is no direct relation between the efforts and reward. The
increase in company’s profit will not increase the income of managers. Hence
there is lack of motivation and incentive to perform efficiently.
Ø
Delay in decisions
In company organisation all the important
decisions are taken in the board meeting or after consulting various persons.
And once decisions are taken, these have to be communicated to everyone which
is again a lengthy process as large number of people are working in company at
different levels. So taking and implementing decisions is a lengthy process in
a company.
Ø
Excessive government control
The company form of business has to comply
with various legal formalities at different stages and there is penalty if the
company fails to meet any of the formalities.
A company has to file return and annual reports with the registrar. This
legal interference in day-to-day operations results in lack of secrecy and a
lot of time and money is spent.
Ø
Conflicts in interests
In company various groups of people are
involved such as shareholders, debenturehoders, employees, directors etc. Each
group has different interests, for example debenturehoders want their rate of
interest to increase whereas shareholders want to reduce it so that leftover
income is more. There is possibility of conflicts between various groups.
Ø
Oligarchic management
Although we say that there is a democratic
set-up in the company form of business but this democratic set-up exists only
on paper. In real practice, company is in the hands and control of a few people
i.e. the directors. The directors have complex control over the company. These
people take all the decisions keeping in mind their personal interest and
benefit, ignoring the interest of shareholders and the company.
Ø
Social evils
A company has large financial resources at
its disposal. So there are chances of concentration of wealth in the hands of
few on monopolistic activities. The concentration of economic power will result
in exploitation of the consumer and employees.
Ø
Interference and influence in government
decisions
The big business houses and industrialists
are in a position to influence the government decisions. They often bribe the
officials to take decisions in company’s favour ignoring the interest of
general public. They influence the decisions of government by offering huge
amount of donation during election time.
Types
of companies
On the basis of ownership, the companies
can be classified into following categories:
1.
Private company
2.
Public company
3.
One person company
Ø
Private company
According to the Companies Amendment Act
(2000) , a private company is one which:
i.
Has a minimum of two and maximum of 50 members
excluding the employees:
ii.
Restricts the right of members to transfer their
share;
iii.
Does not offer its share to general public;
iv.
Does not invite general public to invest
deposits in the company; and
v.
Has minimum paid-up capital of ₨one lack;
It is ideal form of organisation
for the people who wish to run a large-scale business without involving large
shareholding groups.
Change in the section providing for the definition and no change in the
definition.
Ø
Private company
“Private Company” means a company which by
its articles-
i.
Restricts the right to transfer its share;
ii.
Except in one person Company, limits the number
of its members to two hundred; (provide that where two or more persons hold one
or more share in a company jointly, they shall, for the purpose of this clause,
be treated as a single member:
Provided further that
a)
Persons who are in the employment of the
company, and
b)
Persons who having been formerly in the
employment of the company, were members of the company while in that employment
and have continued to be members after the employment ceased,
c)
Shall not be included in the number of members.
iii.
Prohibits any invitation to the public to
subscribe for any securities of the company.
Ø
Public Company
A public company is the one which:
i.
Has a minimum of seven members and maximum no
limit;
ii.
Permits easy transfer of its share;
iii.
Invites general public to subscribe to its
deposits;
iv.
Invites general public to subscribe to its share
and debentures;
v.
Has minimum paid-up capital of five lakhs; and
vi.
any
private company which is subsidiary of public company.
Public company
means a company which is not a private company;
Provided that a company which is subsidiary of a company,
not being a private company, shall be deemed to be public company for the
purposes of this Act even where such subsidiary company continues to be a
private company in its articles.
Company limited by
guarantee means a company having the liability of its members limited by
the memorandum to such amount as the members may respectively undertake to
contribute to the assets of the company in the event of its being wound up.
Company limited by
share means a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares respectively held by
them.
|
Note
a company is a subsidiary of another
company if the other company controls the composition of its Board of
Directors, or if the other company holds more than 50 percent of its equity
share capital.
|
Ø
One person company
The 2013 Act introduces a new type of
entity to the existing list i.e. apart from forming a public or private limited
company, the 2013 Act enables the formation of a new entity a ‘one-person
company’ (OPC). An OPC means a company with only one person as its member
[section 3(1) of 2013 Act].
Requirement-
one Person Company
Rule 3(1) provides that only a natural
person who is an Indian citizen and a resident in India shall be eligible to
incorporate OPC.
§
No person shall be eligible to incorporate more
than one OPC or become nominee in more than one such company
§
OPC to compulsory convert itself into public or
private company in certain cases. Where the paid up share capital of an OPC
exceeds fifity lakh rupees or its average annual turnover during the relevant
period exceeds two crore rupees, it shall cease to be entitled to continue as a
One Person Company
Benefits of private company over public
company
Ø
A private company can be formed with only two
numbers whereas at least seven members are needed to form a public company.
Ø
A private company must have at least two
directors, whereas a public company must have minimum three directors.
Ø
It is not compulsory for a private company to
maintain index of its members, whereas it is mandatory for public company to
maintain the index.
Ø
A private company can issue loan to its directors
without prior permission of government, whereas public company must take
permission of government before giving loans to its directors.
Ø
It is not compulsory for a private company to
hold a statutory meeting and file a statutory report with the registrar,
whereas it is essential for public company.
Ø
There are no restrictions on the members,
appointment and remuneration of directors of a private company, whereas there
are many restrictions on the appointment, number and remuneration of directors
of public company.
Ø
It is not necessary for a private company to
issue a prospectus, whereas it is essential for a public company.
Ø
Private company can commence its business after
getting certificate of registration whereas public company can start business
only after receiving the certificate for the commencement of business.
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