Laxmi Engineering

Google AdSense is the current leader in content-sensitive web-based marketing. Webmasters can place Google AdSense JavaScript code on their web pages in order to allow Google's servers to show context sensitive advertisements (Google Adwords). The left hand side of this page shows an example of a Google AdSense skyscraper displaying a text or image ad.

Google's terms and conditions are very strict such that many web publishers cannot use adsense adverts on their sites. They are either denied from joining the Google AdSense program, or in a situation that is becoming more and more common do not wish to do business with Google. A number of publishers are also finding their Adsense accounts are being disabled for reasons that are completely beyond their control. The problem is that most of the alternatives to Google's Adsense are pretty useless. Most of the good ones (such as doubleclick) are only interested in very large volume customers and so are not interested in the little guy with his blog who wants to earn a small income on the side. For this reason I have compiled my Top 10 alternatives to Google's Adsense that are ideal for the small time publisher.

If you are a advertiser then you may be interested in these best alternatives to adwords.

Has your adsense account been disabled? Then try these top 10 alternatives.

1. AdBrite
2. Clicksor
3. Bidvertiser
4. Chitika
5. AdToll
6. Exit Junction
7. Yahoo Publisher Network
8. Target Point
9. Fastclick
10. ClickThruTraffic

Note: The descriptions are based on personal experience and do not represent any form of endorsement.




1) AdBrite

AdBrite, is currently one of the best alternatives there is to Google's adsense. While they do not offer the same large selection of ad formats that Clicksor and Google Adsense provide you they do offer the most commonly used ones. In addition they offer inline page links with have some great click through ratios as well as interstitial full page ads which offer an excellent way to monetize all traffic to your site not just traffic that clicks on your ads. Their payouts are also very competitive. They have more relaxed terms and conditions than Adsense and are much more accepting of smaller publishers including bloggers.

If you're a publisher, use AdBrite to set your own ad rates, and approve or reject every ad that's purchased for your site or just have AdBrite auto accept ever ad. AdBrite enables you to instantly sell ads to your visitors via a "Your Ad Here" link, in addition to selling through AdBrite's marketplace and sales team.

Revenue is typically split 75/25 in your favor. Through a small snippet of HTML placed on your site, they handle serving, scheduling, billing, customer service, and sales. About half of AdBrite's sales are generated from the marketplace and sales team, while the other half are generated from users clicking "Your Ad Here" on your website.

While AdBrite can provide publishers with more revenue and better ads than traditional ad networks such as Google AdSense, they work fine along-side them as a way for you to generate additional ad revenue by selling ads directly to your visitors -- something the other ad systems don't do. Ad Brite also lets you select your own minimum bid prices and give you the option of showing an alternative ad service such as Clicksor when bid prices fall below your minimum.

If you're using AdBrite on your website you also have the option to turn off AdBrite's "run-of-network ads" and AdBrite will only display ads that have been approved by you allowing you to prevent competitors ads being shown on your site. If you have no ads running, AdBrite will display nothing but "Your Ad Here" or your alternative ad provider.

Note, from my experiences it can take a day or so from when you signup with AdBrite and put their code on your website to actually start seeing relevant ads showing up. So if you see the message "Advertize on this site" just be patient and give it a day or so and you should start seeing relevant ads showing up.

AdBrite also accepts Blogs and Bloggers as sites so if you are fed up with other programs turning you down because their terms and conditions restrict Blogs try AdBrite.

2) Clicksor

Clicksor is one of the current leaders of the small publisher Adsense competition. They have payouts upto a market leading 85% and unlike a number of alternatives the cost per click bid values are high enough that you can earn a decent income. They are also, in my experience, much more tollerant than Google. Their terms and conditions suggest that you should only place one copy of their code on a page but as long as you only place a single pop-up or DHTML code on a page they seem happy to let you place many context sensitive ad blocks on a single site.

Clicksor also has a big advantage over a number of the lower ranked alternatives on this site in that their ads are truly context sensitive. Thus while you can provide keywords they have technology that will also show ads targeted to the content of your site. This means your visitors are exposed to ads of the same subject as they were searching for when they reached your site and thus vastly increases the click thru ratio and thus your sites earning potential. The context sensitive nature also saves you the hassle of having to specify keywords for all of your sites and decide in advance what people might be looking for.

The online stats provided by Clicksor are not perfect but they are enough for you to keep track of the trends with your site. They also allow you to add as many sites / domains as you want under a single account. You also only need the root page of your site approved. Once this is done you can place ads on all of your sub pages.

The payment schedule with Clicksor is also much better geared to the small site owner. In any pay period in which your earnings exceed $50.00 ($20.00 with PayPal), payments are made either by check or instantly through PayPal ($20.00 minimum for PayPal). Revenue totaling less that $50 (PP $20) will rolled into the following period. The pay period is based on a 15 day schedule so you can get paid much more frequently. Clicksor also do not require a Social Security (SSN) or Individual Tax Identity Number (ITIN) to join and so while this 'technically' does not help US site owners with their tax liability it does make it much easier for non US citizens to join up and start earning revenue.

Advert wise Clicksor features:

Multiple formats available including text, image and animated ads.

* Text Links
* Image Ads
* Flash Ads
* Animation Ads
* Banners
* Pop unders
* Interstitial Ads (NEW)
* Dynamic (DHTML) highlighting

Click here to visit Clicksor's website and sign up for an account to try it out. There is no obligation and no fees ever. Note, once you start adding the advert code to your site it can take up to 24 hours for Clicksor to get up to speed as it were so initially you may see some ads that don't appear to be relevant. Once their contextual engine kicks in, however, the relevance quickly improves.

3) Bidvertiser

Bidvertiser can be a useful alternative to Google and offer some intriguing ad formats including what they refer to as free design. This lets you specify the look and dimensions of your text ads. While a useful feature I have not investigated how well it works but imagine that while it sounds good on paper it could result in lower priced ads being displayed. I.e. most advertisers will probably want to keep control of the layout of their ads and so turn off support for Free design ads.

Bidvertizer pays you either in $25.00 increments by check or $10.00 increments by PayPal.

Customize the layout of your ads: BidVertiser gives you a simple point-and-click tool to help you customize the layout of the ads to fit your site's look and feel, in order to retain the high quality of your website. Bidvertizer also offers the opportunity to block unwanted ads. The reports provided by Bidvertiser are adequate but not outstanding. The only real problem is that they can be picky with who they accept into their program and can be quick to ban users whose websites show what may be perfectly valid fluctuating visitor behaviour. Click here to visit Bidvertiser's website where you can either sign up as a publisher (show peoples ads on your site) or as an advertiser (show your ads on other sites).

As an advertiser you can get $20 in free clicks by following this link: Bidvertiser Advertise and get $20 in free clicks.



4) Chitika

Chitika - The Leader in Impulse Merchandising
Chitika (pronounced CHIH-tih-ka) was founded in 2003 and is the industry's leading impulse merchandising company. Chitika was founded in May 2003 and is based in Massachusetts. Chitika (pronounced CHIH-tih-ka) helps web publishers generate revenue using innovative publisher-side advertising and merchandising solutions and services.

Chitika doesn't really stand alone as a single advertising solution but instead provides you with a way to compliment your existing advertising / publishing program with some additional Ad Units which are altogether different from the standard ad boxes, pop-unders etc that everybody else provides. Instead of displaying these 'industry standard' advert boxes with text and image ads that all look the same they instead provide active boxes that show targeted products from different manufacturers. If you run a blog for example and discuss a product you may find the chitika box showing links for this product and competitors products. If people purchase these products you get a paid a commission. This is referred to as impulse marketing in the form of Premium Ad Units (eMinimalls). Feel free to give it a try although I think the ideal use of this service would be as a compliment to another advertizers service. E.g. you could show Clicksor context sensitive ads on your site and then compliment these with Chitika's eMinimalls.

For advertisers and media buyers, Chitika is a proven channel for targeting on-line consumers and qualified buyers. For all publishers, Chitika is an easy-to-use platform for earning daily ad revenue. If you visit a site showing Chitika's ads from a search engine then the Chitika premium ad unit kicks in showing you ads that are specific to your searching - otherwise you can have it show an alternative ad provider, such as adsense, or you can just have it collapse away to show nothing.

Chitika allows you to display targeted products based on what people searched for to get to your page and you get paid for clicks. It provides a robust comparative shopping experience for your visitors. Visitors will love the interactive search code -- and it makes you money

Click here to visit Chitika's website and sign up today.

5) AdToll

AdToll pays on a CPC basis. Their user interface is great and navigating through the user panel is both easy and pleasant. Payments are available via Cheque, Paypal, ePassporte and Wire/Bank Transfer. It is also possible to use the revenue you earn as a publisher to advertise your website further. Such integration is something that is entirely missing from Google's adsense-adwords.

The newest technology by AdToll is a Peel Away Ad technology that shows a peel on the top right hand side of a web site. When the mouse moves over the peel it opens smoothly to reveal the advert within. This new ad format allows you to make use of the lesser used, yet highly visible top corners of web sites. It is very non intrusive to the site visitor. Since it uses a small amount of space, it is efficient use of web site real estate. An additional plus is that such a new advertising format always draws curious clicks for visitors.

Click here to visit AdToll and sign up for a no obligation account today.

6) Exit Junction

Exit Junction is relatively new and, I believe, a spin off from the now defunct Revenue Pilot. While Revenue Pilot has stopped running, however, Exit Junction is going from strength to strength. Exit Junction offers a unique approach to advertising that is compatible with all the other Ad Networks included Google Adsense. The key to Exit junction is that they focus on showing ads to users as they leave your site rather than as they arrive or as they browse. This approach offers you an additional way to monetize your traffic and also capture ad revenue from those that stumble upon your site from a search engine and then immediately leave.

By adding a small piece of Exit Junction code to the header section of your site users are shown an advert as they hit the back button. For example, if a user came to your site from a Google search and then immediately hit the back button to return to that search they would be shown an Exit Junction Ad in between your page and the Google search and you get paid for this impression. The ad is directly targeted to the search term that brought the visitor to your site in the first place. Hence Exit Junction is an ideal way of complimenting your existing ad services and so increasing your sites revenue without having to switch from your current ad provider.

Exit junction also covers all countries. You get paid for all traffic exiting you site regardless of its origin.

They offer fee free payout via Check or PayPal with earnings of as little as $25 on a monthly basis.

Click here to signup with Exit Junction for a free no obligation account.

ExitJunction.com - Make Money From Your Exit Traffic!

7) Yahoo Publisher Network

Yahoo are currently playing catch up to Google and are trying to release their own context sensitive advertising service. This promises to be an excellent alternative to Google Adsense but in reality is likely to be a simple copy with the same restrictive terms and conditions as Google, including $100 minimums on payouts. The system seems to have been in beta test for several years now, perhaps explaining why Yahoo as a company is suffering. Unfortunately while you can visit their site and sign up to register for an account don't expect to actually hear back from them. They are either extremely selective or are simply not accepting new publishers and advertisers, either way they won't even bother to get back to you to let you know this and most applicants won't even receive a reply saying their application has been rejected. Thus until it goes live and it becomes clear what type of website owners Yahoo will be targeting I cannot place it any higher in this list.

Advert wise Yahoo Publisher Network will feature:

* Display ads related to the content on your site. You'll earn revenue from qualified clicks.
* Integrate other Yahoo! services into your web site, including Add to My Yahoo! (RSS), Y!Q and much more to come...
* This beta program is just the beginning. Our mission is to deliver products and services based on the needs of the publishing community.

8) TargetPoint

Targetpoint's services are particularly publisher-oriented, you have absolute control over the appearance of your ads. They provide supervision over ad content. The payouts tend to be reasonable but they can be quite choosey regarding which sites are accepted.

Advert wise Target Point provide:

* Adpoint generates content-relevant, revenue-evaluated ads.
* Exitpoint helps utilizing the full capacity web exit traffic.
* Imagepoint serves visual ads. Known to the rest of the world as Image ads.
* Underpoint serves pop-under ad windows.
* Searchpoint (beta) features enhanced search capabilities, which enhance your users� experience and generate additional profit.

Registration is free and they pay back a minimum of 60% of the total on-click revenue. Payment options include Bank checks, PayPal and Wire transfers (if eligible).

9) FastClick (Now known as ValueClick)

At first look FastClick would appear to be one of the better alternatives to Google's Adsense however, they are one of many online advertising companies that tend to favor the large customers. You'd think companies would have learnt from Google's success and accepted that the way to make money is to target both large and small. Remember Excite? They went the way of the dodo because they only targeted the top 100 companies rather than the small guys who can't afford large TV adverts and have to advertise on the Internet instead. Anyway, I digress. If you can get yourself accepted to FastClick (now called ValueClick) then you will probably be able to run some reasonably high paying adverts on your site but most small website owners will find that FastClick simply aren't interested.

Advertising wise FastClick (ValueClick) offer an industry-average 65-percent monthly payout on all advertising revenue your website generates. Fastclick pays by the 25th of the month for the previous month by check or PayPal.

Formats include:

* Text Ads
* Image Ads
* Interstitial
* Pop-Under
* InVue

10) ClickThruTraffic

Not the best alternative but if you can't get accepted by any of the above you can always try these guys. They claim that you will earn between 6 and 20 cents everytime a surfer clicks on an advertisement on your site but in reality I think you are more likely to see rates around the 0.5c to 2c range. However, feel free to try it out and see how you get on. Advert wise they offer text links, buttons and banners.

You can find some suggestions on optimizing ad layouts here. Click here for an unofficial list of high paying keywords.. Click here for a comprehensive list of Google Adsense Alternatives. If you are a small business owner looking for cost effective alternatives to adwords then see this site. A list of the top 10 alternatives to Google Adwords is available here.

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Hello everybody, hope you are ok, long time to post.. Sorry, I'm a bit bussy.. :-/
I have found a site which pays you for doing nothig!! :D Sounds impossible, yes for me too, but after recieving a payment from them, I changed idea ;)
I'm talking for The Free Improve Alexa Ranking System And Free Traffic Exchange System
If you have never heard of it, here is a small intrudaction and basics to start earn with it!
As the link says this is site can help you improve your alexa raking and exchange traffic for free, but it also offer money for surfing basically autosurfing!! Really exciting isn't it??
What do you have to do to earn:
1. Join This is my referral link, hope you have no problem with this.
2. Log in to your account
3. Click "Surf Now", second link from the left
4. Click "Start Make Point" button, a new window/tab will open.
Just let the site surfing alone, there are no pop ups, vairouses or music !! :D

How much you will earn per hour?
You will surf 60 minutes that's 30 points. 100 minutes 50 points e.t.c.
You can surf 24 hours a day, no limits!
1000 points is 2 cents.
You can cahout at 10 cents, that's 5000 points.
Payouts via PayPal in 48 hours.

Payment Proofs: 1st 2nd coming tomorrow :D

Enjoy Free and Easy Earning!! :D

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http://www.smashingmagazine.com/2009/10/08/15-common-mistakes-in-e-commerce-design-and-how-to-avoid-them/

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Introduction

This is a simple implementation of a TCP client server relationship.

To use

Compile the server and client programs separately. Before compiling change the IP address in both programs to match that of your machine (NOTE : to get your IP address run 'ipconfig' from the command prompt in Windows NT/2000 m/c's)

When the server program is run, it will indicate at which IP it is running and the port it is listening to. Now run the client program is run , so as to establish a connection with the server.

When a connection is established the server will display the IP address and Port from where it has accepted the connection and client will ask for the string which is to be transmitted to the server.

The server on reciept of the string will display it, send an acknowledgement which will be recieved by the client.

The client can be either run from the same machine as the server or from a different machine. If run from a different machine then a network connection should exist between the machines running the server and client programs

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//



/*   Server Program    */

               

using System;

using System.Text;

using System.Net;

using System.Net.Sockets;



public class serv {

   public static void Main() {

   try {

       IPAddress ipAd = IPAddress.Parse("172.21.5.99");

        // use local m/c IP address, and



        // use the same in the client





/* Initializes the Listener */

       TcpListener myList=new TcpListener(ipAd,8001);



/* Start Listeneting at the specified port */       

       myList.Start();

      

       Console.WriteLine("The server is running at port 8001...");   

       Console.WriteLine("The local End point is  :" +

                         myList.LocalEndpoint );

       Console.WriteLine("Waiting for a connection.....");

      

       Socket s=myList.AcceptSocket();

       Console.WriteLine("Connection accepted from " + s.RemoteEndPoint);

      

       byte[] b=new byte[100];

       int k=s.Receive(b);

       Console.WriteLine("Recieved...");

       for (int i=0;i           Console.Write(Convert.ToChar(b[i]));



       ASCIIEncoding asen=new ASCIIEncoding();

       s.Send(asen.GetBytes("The string was recieved by the server."));

       Console.WriteLine("\nSent Acknowledgement");

/* clean up */           

       s.Close();

       myList.Stop();

          

   }

   catch (Exception e) {

       Console.WriteLine("Error..... " + e.StackTrace);

   }   

   }

  

}



---------------------------------------------------------------------------



/*       Client Program      */



using System;

using System.IO;

using System.Net;

using System.Text;

using System.Net.Sockets;





public class clnt {



   public static void Main() {

      

       try {

           TcpClient tcpclnt = new TcpClient();

           Console.WriteLine("Connecting.....");

          

           tcpclnt.Connect("172.21.5.99",8001);

           // use the ipaddress as in the server program



          

           Console.WriteLine("Connected");

           Console.Write("Enter the string to be transmitted : ");

          

           String str=Console.ReadLine();

           Stream stm = tcpclnt.GetStream();

                      

           ASCIIEncoding asen= new ASCIIEncoding();

           byte[] ba=asen.GetBytes(str);

           Console.WriteLine("Transmitting.....");

          

           stm.Write(ba,0,ba.Length);

          

           byte[] bb=new byte[100];

           int k=stm.Read(bb,0,100);

          

           for (int i=0;i               Console.Write(Convert.ToChar(bb[i]));

          

           tcpclnt.Close();

       }

      

       catch (Exception e) {

           Console.WriteLine("Error..... " + e.StackTrace);

       }

   }



}



//

License

About the Author

S.Thangaraju

Location: United States

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Introduction
Here I am me again, with other programming trick. VB doesn't provide any support to icons in the menus (VB 6 and previous). Then, to accomplish such task it is necessary to run over to calls native API of Windows.
Purpose
Some programmers say that that is unnecessary. But it is common the users they to use the toolbar in most of the cases. It is interesting that he can associate the menu options the entrances in the toolbar.

For an application to be easy to use, it should be the most friendliest possible and not to demand of the user, complex reasoning.

The people use computers to activate your tasks and to win time.

The road of the stones
The best way to accomplish this task, would be with a visual atmosphere. Where you could choose in the list of available menus the item of wanted menu and in other (parallel) the wanted icon (what is made by other tools).

However, I will teach the less friendly, however functional way of the you make it.

API
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Private Declare Function GetMenu Lib "user32" (ByVal hwnd As Long) As Long


Private Declare Function GetSubMenu Lib "user32" (ByVal hMenu As Long, ByVal nPos As Long) As Long
Private Declare Function SetMenuItemBitmaps Lib "user32"
(ByVal hMenu As Long, ByVal nPosition As Long, ByVal wFlags As Long, ByVal hBitmapUnchecked As Long, ByVal hBitmapChecked As Long) As Long

Const MF_BYPOSITION = &H400&

Code Piece

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Private Sub SetMenuIcon()
On Error Resume Next

Dim hMenu As Long

Dim hSubMenu As Long

Dim Ret As Long

'Get main menu ID


hMenu = GetMenu(hwnd)


'


'MENU FILE


'Get sub menu 0 (File items)


hSubMenu = GetSubMenu(hMenu, 0)


'set bitmap to menu item, by ordinal


Ret = SetMenuItemBitmaps(hSubMenu, 0, MF_BYPOSITION, iNew.Picture, iNew.Picture)

Ret = SetMenuItemBitmaps(hSubMenu, 1, MF_BYPOSITION, iOpen.Picture, iOpen.Picture)

Ret = SetMenuItemBitmaps(hSubMenu, 2, MF_BYPOSITION, iSave.Picture, iSave.Picture)

'Skip the separator (it's 3)


Ret = SetMenuItemBitmaps(hSubMenu, 4, MF_BYPOSITION, iSave.Picture, iSave.Picture)

'Skip the separator (it's 5)


Ret = SetMenuItemBitmaps(hSubMenu, 6, MF_BYPOSITION, iExit.Picture, iExit.Picture)

' The rest of the code was removed to maintain clear. See in the file 'ZIP the complete and functional example.


End Sub

The icon may be 14x15 pixels.
If you have some doubt or suggestion, order an email.

Contact
E-mail: willians@bb.com.br
MSN: willian_cpp_br@hotmail.com
ICQ# 89506722
Phone: +55 (64) 612-6030
Fax: +55 (64) 612-6010

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One can block the website by using the below tricks



Step 1: Click the Start button and select Run. Now type the following text in that Run box:

notepad c:\WINDOWS\system32\drivers\etc\hosts

Step 2: You will see a new notepad window on your screen containing some cryptic information. Don’t panic. Just goto the last line of the file, hit the enter key and type the following:

127.0.0.1 orkut.com
127.0.0.1 facebook.com
127.0.0.1 myspace.com

Save the file and exit. That’s it. None of the above sites will now open on your computer.

You can block as many websites as you like with the above technique. If you want to remove the ban later, open the same file as mentioned in Step 1 and delete the above lines.

Pretty simple but remember, our children are also very smart. And there are some popular ways to unblock websites.

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GPRS SETTING for MTNL MUMBAI Dolphin & Trump Users-:
• I.P. Address : 172.16.39.10
• Port No. : 9401 or 9201
• Authentication type : Normal
• User Name : mtnl
• Password : mtnl123
• Data Bearer : GPRS
• Access point name : gprsmtnlmum (for Postpaid Dolphin)
gprsppsmum (for PRE-PAID Trump )
• Mobile Homepage : http://wap.mumbai.mtnl.net.in

OR

MTNL MUMBAI Dolphin/Trump Users can take GPRS/MMS Setting Directly from this website-:
: Logon to http://202.159.213.33:8082/msp/html/
(Setting will come By SMS)


MMS SETTINGS FOR MUMBAI-DOLPHIN/TRUMP-:
• Profile name : MTNL.MMS
• Every thing is same as mentioned above(In GPRS Setting) but the homepage will be different.
• Home page : – http://172.16.39.140/mms/

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To make 10 ka Gang to ur BPL Card first u must have that 10 ka service enabled on ur card, else u can contact customer care to 50555
BPL user who have enabled that service can Just send the sms to 50505 as,
gang 9xxxxxxxxx to 50505 toll free.
where 9xxxxxxxxx is the number of ur friend to whom u like to add.

If u like to remove some number frm ur 10 ka ganng and replace that number with some other number then send the sms as,
new 9xxxxxxxxxx 9xxxxxxxxxx to 50505 Rs.10/sms
where the first 9xxxxxxxxx is the old number u like to replace, and the second 9xxxxxxxxx is the new number u like to add

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This link will contain all notes for M.Sc.IT Part one. And it is very important link
Check it out !!!!!!!!!!!!

http://www.4shared. com/dir/3844894/ 63f8ad0c/ MSc-_IT__ Part_I_.html
http://www.4shared.com/account/home.jsp

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Compulsory registration under the Companies Act

Pursuant to section 11(2) of the Companies Act, 1956, where more than twenty persons jointly desire to carry on any business (Ten person in case of banking company) with the object of acquisition of gain, they can go about to pursue that objective only if they form a company and get it registered under the provisions of the Act.



What is a company?

Company is a voluntary association of persons formed for the purpose of doing business having a distinct name and limited liability. It is a juristic person having a separate legal entity distinct from the members who constitute it, capable of rights and duties of its own and endowed with the potential of perpetual succession.



As per definition given by Companies Act, 1956, a 'company' includes company formed and registered under the Act or an existing company i.e. a company formed or registered under any of the previous company laws.



Advantages or features of a company

(i) A company is a legal entity, distinct and independent of those persons who from time to time are its members.

(ii) The liability of the company's members can be limited to the extent they have agreed to contribute towards the capital of the company with reference to the number of shares and/or the amount of guarantee respectively undertaken by them.

(iii) Its members are not personally liable for any act or omission on the part of the company, unless the law expressly provides otherwise.

(iv) The company being a juristic person, distinct from the members constituting it, can acquire, own, enjoy and alienate property in its own name.

(v) The company being a legal entity can sue and also be sued in its own name.

(vi) The continuity of the company is not effected by the death or disability of any of its members. This feature is referred to as "perpetual succession".

(vii) Transfer of member's interest in the company can be readily attained without in any way adversely affecting its property, business, or existence.


(viii) The members of the company equitably share the profit by way of dividend and the company's assets in the event of its winding up in proportion of its capital respectively contributed by them.

(ix) Incorporation of company provides better borrowing facilities as the company can raise large amount, on comparatively easier terms. Even banking and financial institutions prefer to render financial assistance to incorporated companies.

(x) Once the company is brought into existence on its incorporation, it can only be dissolved with the provisions of the law.



Disadvantages of a company form of organisation

(i) Unlimited liability: It is pertinent to note that while the members' liability is limited, the company itself is fully liable for its debts and thus has unlimited liability.

(ii) Personal liability of directors and members arises in following cases:

(a) when the number of members of a private company is reduced below two and in case of a public company reduced below seven and the company continues to carry on business for more than 6 months, every person who is a member of the company and has knowledge of the fact, shall be severally liable for the debts contracted during that time;

(b) when in any act or contract, the name of the company has been mis-described, those who have actually done the act or made the contract, shall be personally liable for it;

(c) holding and subsidiary companies are generally viewed as independent entities. However, this independence is reduced to a certain extent when such companies are required to present accounts and financial position of the group as a whole to its creditors, shareholders and public.

(iii) Formalities and expenses: Many formalities like obtaining Directors Identification Number, Degital Signature and expenses are involved in the incorporation of the company and

Day-to-day management and compliance of the company, such as holding meetings of the Board of directors and general meetings, preparation of accounts and auditing, passing of resolutions, preparation of statutory register and records, filing of on-line documents with the Registrar, etc.


(iv) Company is not a citizen.



Characteristics of a company

A company registered under the Companies Act has the following features: —

(i) separate legal entity;

(ii) incorporated body;

(iii) artificial legal person;

(iv) perpetual succession;

(v) limited liability;

(vi) common seal;

(vii) right to own property;

(viii) right to sue;

(ix) right to enter into contracts;

(x) flexibility of investment;

(xi) separation of control from the ownership.



Classification of companies

Companies under the Companies Act, 1956 may be classified on various grounds as under:

I. On the basis of business activities undertaken:

(1.) Manufacturing Companies: Companies mainly engaged in any type of manufacturing activities are primarily classified as manufacturing companies. These companies are required to comply with the provisions of Companies Act, 1956 alongwith the Companies (Auditor's Report) Order, 2003 (CARO).



(2.) Service Companies: Companies mainly engaged in any type of service activities like consultancy, management, information technology, etc., although they may have other businesses, are termed as service companies. These companies have to comply with the provisions of Companies Act, 1956 alongwith the rules prescribed in the Companies (Auditor's Report) Order, 2003 (CARO).



(3.) Non-Banking Finance Companies: Companies, which are not banking companies but are engaged in the business activities, related to loan, finance, investment, leasing, hire purchase and other fund-based activities, are termed as Non-Banking Financial Companies. There are certain criteria for NBFC Companies viz. Compulsory registration with the RBI for commencement/continuance of NBFC activities, minimum Net Owned Fund, requirement of compulsory rating and RBI compliance before acceptance of deposits, etc.



(4.) Non-profit making Companies: Any association desirous of being incorporated as a company with limited liability, without the addition of word "Limited" or the words "Private Limited" as the case may be shall make an application electronically to the Central Government (powers delegated to the Regional Director) on behalf of such company/proposed company as the case may be, for grant of licence under section 25.



It is usual to form such companies whose objects may be to protect and promote the interests of traders and business groups or to promote art, science, religion, charity or such other general purpose, which is in the overall interest of the community. Section 25 of the Companies Act, 1956 deals with the powers of the Central Government to dispense with 'Limited' in the name of charitable or other companies on fulfillments of certain conditions and is entrusted with the power to grant licence to association that for the companies proposed to be formed without the word "Limited" or "Private Limited" in their names or to companies already formed to delete the said words from their names where the Central Government is satisfied that:—

(a) the object for which the company is proposed to be formed or already formed is to promote commerce, art, science, religion, charity or any other useful objects;

(b) profits, if any, earned in carrying out the object and other income are proposed to be applied only for promoting its objects; and

(c) the company intends to prohibit the payment of dividend to its members.



II. On the basis of liabilities of the members and directors:

(1) Companies with Limited liability: In such types of companies, the liabilities of members are always limited subject to some exceptions.

Companies limited by shares

These types of companies are quite common in commercial, trading and industrial world. Such companies are characterised with an authorised share capital of a certain amount, which is divided into shares. The authorised share capital may comprise of more than one kind of shares, viz. ordinary or equity shares (voting and non-voting) and preference shares. The liability of each member of such company is limited to the unpaid amount of shares and premium, if any, held by him.

Companies limited by guarantee and having share capital

Such a company by way of undertaking in its Memorandum of Association restricts the liabilities of its members to a certain fixed amount, for payment of the debts and liabilities of the company in the event of winding up. The members are liable only for the amount contracted before he ceased to be a member or payment of the debts and liabilities within one year after he ceased to be a member. Such companies may also have share capital whenever necessary. In that event, the members will be liable for the amount, if any, remaining unpaid on the shares subscribed by them, in addition to the above guaranteed amount.

Companies limited by guarantee without having share capital

Companies limited by guarantee without having share capital are exactly similar in nature to the guarantee companies as referred above except that there will be no share capital. The members will be liable, in the circumstance referred to above, to contribute an amount not exceeding the sum specified in the Memorandum of Association.



(2) Companies with unlimited liability: Every member in such a company is jointly and severally liable for all the debts and liabilities of the company.




III. On the basis of membership pattern/size:

(1) Public Limited Companies: The Company defined under section 3(1)(iv) of the Companies Act, 1956 is a public company which—

(i) is not a private company;

(ii) has a minimum paid-up capital of Rs. 5 lakhs or such higher capital as may be prescribed;

(iii) is a private company but subsidiary of a public company.



(2) Private Companies: Section 3(1)(iii) defines a private company as one which—

(a) has a minimum paid-up share capital of Rs. 1 Lakh or such higher capital as may be prescribed; and

(b) by its Articles of Association:

(i) restricts the right to transfer its shares;

(ii) limits the number of its members to 50 which will not include:—

A. members who are employees of the company; and

B. members who are ex-employees of the company and were members while in such employment and who have continued to be members after ceasing to be employees;

(iii) prohibits any invitation to the public to subscribe for any shares or debentures of the company; and

(iv) prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives.

A private company, in addition to the earlier conditions, shall have a minimum paid-up share capital of Rupees One Lakh or such higher capital as may be prescribed and its Articles shall prohibit invitation or acceptance of deposits from persons other than its members, directors or their relatives. In case of such companies, public interest is not involved.

The basic characteristics of a private company in terms of section 3(1)(iii) of the Act do not get altered just because it is a subsidiary of a public company in view of the fiction in terms of section 3(1)(iv)(c) of the Act that it is a public company. May be it is a public company in relation to other provisions of the Act


but not with reference to its basic characteristics. Therefore, all the provisions in the articles to maintain the basic characteristics of a private company in terms of section 3(1)(iii) will continue to govern the affairs of the company even though it is a subsidiary of a public company.



In a decided case of Hillcrest Realty SDN.BHD v Hotel Queen Road (P) Ltd. (2006) 72 CLA 245 (CLB) it was held that one of the basic characteristics of a private company in terms of that section is restriction on the right to transfer and the same will apply even if a private company is a subsidiary of a public company.



(3) Government Companies: Section 617 of the Companies Act, 1956 defines Government Company on the basis of amount invested in the capital of the company. Such types of companies may be private limited, public limited whether listed or not.

If not less than fifty-one per cent of the paid-up share capital of the company is held by the Central Government or by a State Government or State Governments or partly by the Central or partly by one or more State Governments, then the company shall be treated as Government Company and includes any subsidiary of a Government Company. Government Companies is exempted from certain provisions of the Companies Act, 1956.



IV. On the basis of place of registration:

(1) Indian Company (Incorporated in India) (2) Foreign Company (Company incorporated outside India but having place of business in India)



V. On the basis of control over the management:

(1) Holding Company (2) Subsidiary Company

Holding and Subsidiary Companies

A Company shall be deemed to be subsidiary of another if the other company controls the composition of the Board of directors of the former; or the other company exercises or controls more than half of the total voting power of the former where that former company was incorporated prior to the commencement of the Companies Act, 1956 in which the holders of the preference shares issued prior to such commencement have the same voting rights as equity shares; or the other holds more than half in nominal value of the equity shares of the former; or the former company is a subsidiary of any other company which is the subsidiary of the other. [Section 4(1)] (See draft resolution in Appendix 1)

Composition of directors in the subsidiary company

The composition of a Board of directors of the company shall be controlled by the another company if the latter by the exercise of some power exercisable by it at its discretion without the consent or concurrence of any other person can appoint or remove the all or majority of the directors of the former company, if any of the following conditions is satisfied:

(i) that a person cannot be appointed as a director of a former company without the exercise in his favour of the power by the latter company;

(ii) that a person's appointment as a director in the former company follows necessarily from his appointment as director or manager of, or to any other office or employment, in the latter company;

(iii) that the directorship is held by an individual nominated by the latter company or its subsidiary.



An agreement to provide authority to the lenders to appoint directors in the company may be deemed to be control over the composition of the Board of directors

It is possible to obtain control in regard to composition of the Board by agreement by which one company may agree to advance funds to another company and in return be given control to appoint all or majority of the Board of directors in the borrowing company. This right would be sufficient to constitute the lending company as holding company and the borrowing company as subsidiary.



Ascertainment whether the company is a subsidiary of another company

To ascertain whether one company is a subsidiary of another, following points may also be noted:

(i) Any shares held in a company in a fiduciary capacity on behalf of some other person will not come under the shareholding held by the other.

(ii) Any shares held by a nominee for the other company will be included in the other company's shareholding. Further, shares held by a subsidiary or by a nominee for the subsidiary shall be treated as held or exercisable by that other company.

(iii) Where the ordinary business of the other or its subsidiaries includes lending of money and shares are held or power exercisable by way of security only, such shares shall not be taken to be the shareholding of the other.

Where a body corporate is incorporated in a country outside the country, a subsidiary or holding company of the body corporate under the law of that country shall be deemed to be a subsidiary or holding company of the body corporate within the meaning of this Act, whether the requirements of section 4 are fulfilled or not. [Section 4(6)]




Producer Companies

By the Companies (Amendment) Act, 2002, a new Part IXA has been inserted under the Act with the main objective to provide provisions for formation of co-operative society as a company and to convert existing co-operative societies into companies as the provisions available under Part IX were available for conversion of a partnership firm into a company.

The conversion of co-operatives into producer companies is purely voluntary. The conversion option by co-operative society can be exercised only if two-thirds of the members of the concerned society vote in favour of the resolution to that effect. The producer company indicate that only certain categories of persons can participate in the ownership of such companies, the members of the producer company have necessarily to be "primary producers", that is persons engaged in an activity connected with, or relatable to, primary produce.

The Companies (Amendment) Act, 2002 provides a statutory and regulatory framework that creates the potential for producer-owned enterprises to compete with other enterprises on a competitive footing by way of various forms of companies. This will provide an opportunity to cooperative institutions to voluntarily transform themselves into new form of producer companies.



Scope of the Act

The Companies Act applies to all trading and other corporations, which are incorporated under the Act or any of the earlier Companies Act. But it does not apply to universities, co-operative societies, unincorporated trading, scientific and other societies.

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