Cover
Half-title
Title Page
Copyright
Dedication
Contents
Preface
Highlights of the Companies Act, 2013
The Companies (Amendment) Act, 2015 - Key Amendments
Highlights of the Companies (amendment) Act, 2017
Highlights of the Companies (amendment) Act, 2019
Amendments in Company Law Since 2020 – Recent Developments
Part-I. Company Formation and Incorporation
Chapter 1: Nature of a Company
Meaning of a Company
Definition of a Company
Characteristic Features of the Company
Corporation or Body Corporate
Lifting or Piercing the Corporate Veil
Exceptions under Judicial Interpretation
Exceptions under Statutory Provisions
Illegal Associations (Section 464)
Consequences
Association Not for Profit or Licensed Companies (Section 8)
Limited Liability Partnership
Features of LLP
Difference between LLP and Company
Distinction between a Partnership and a Company
Review Questions
Chapter 2: Classification of Companies
Introduction
Basis of Classification of Companies
Classification of Companies
Classification on the Basis of Number of Members
Private Company
Public Company - Section 2 (71)
Distinction between a Public Company and Private Company
Classification on the Basis of Liability
Limited Liability
Companies Limited by Guarantee - Section 2(21)
Companies Limited by Shares - Section 2(22)
Unlimited Company - Section 2(92)
Classification on the Basis of Ownership
Government Company - Section 2(45)
Non-Government Company
One Person Company - Section 2(62)
Licensed Companies [Section 8]
Associate Company - Section 2(6)
Small Company – Section 2(85)
Dormant Company
Foreign Companies - Section 2(42)
Investment Companies [Section 186]
Public Financial Institution - Section 2(72)
Holding Company and Subsidiary Company
Private Companies
Exemption for Government Companies and Charitable Companies
Exemption for Private Companies
Exemption for Charitable Companies
Producer Companies
Objects of a Producer Company
Review Questions
Chapter 3: Formation and Incorporation of Companies
Introduction
Company Promotion
Company Formation (Stages)
Duties of Promoters
Incorporation of Companies
Application for Incorporation of Companies
Step for Formation of Company
Declaration by Professionals
Certificate of Incorporation is Conclusive Evidence
Consequences of Registration (Section 9)
Effect of Memorandum and Articles (Section 10)
Commencement of Business
Registered Office of the Company (Section 12)
Review Questions
Chapter 4: Memorandum of Association
Introduction
Purpose of Memorandum
Forms of Memorandum
Contents of Memorandum - Section 4(1)
Name Clause [Section. 4(1)(a)]
The Registered Office Clause [Section 4(1)(b)]
Objects Clause [Section 4(1)(c)]
Liability Clause [Section 4(1)d]
Capital Clause [Section 4(1)(e)]
Declaration for Subscription
Alteration of Memorandum of Association
Shifting of Registered Office within the Same State (Rule 28)
Alteration of Memorandum by Change of Name (Rule 29)
Doctrine of Ultra Vires
Review Questions
Chapter 5: Articles of Association
Meaning of Articles
Contents of Articles
Registration of Articles
Alteration of Articles
Alteration of Articles to be Filed With Registrar
Relationship between Articles and Memorandum
Doctrine of Constructive Notice
Doctrine of Indoor Management
Review Questions
Part-II. Mobilisation of Resources
Chapter 6: Prospectus
Introduction
Objectives of Prospectus
Prospectus - Definition
Contents of Prospectus
Reports
Information Memorandum
Misleading Prospectus
What is a False or Untrue Statement?
Who are Liable for Mis-statements in Prospectus?
Liabilities in Case of Mis-statements
Civil Liability
Allotment of Securities by Company (Section 39)
Return of Allotment with Other Documents
Review Questions
Chapter 7: Share Capital and Debentures
Share Capital
Kinds of Share Capital
Authorized Capital - Section 2(8)
Issued Capital - Section 2(50)
Subscribed Capital - Section 2(86)
Kinds of Shares
Nature of Shares or Debentures (Section 44)
Numbering of Shares (Section 45)
Share Certificate (Section 46)
Voting Rights
Equity Shares with Differential Rights - Conditions for Issue
Variation of Shareholders’ Rights (Section 48)
Issue of Shares at a Premium (Section 52)
Prohibition on Issue of Shares at Discount (Section 53)
Sweat Equity Shares
Definition of Sweat Equity Shares (Section 2(88))
Register of Sweat Equity Shares
Conditions for Issue of Sweat Equity Shares (Section 54)
Issue and Redemption of Preference Shares (Section 55)
Transfer and Transmission of Securities (Section 56)
Meaning of Transfer of Shares and Transmission of Shares
Transmission of Shares
Refusal of Registration and Appeal Against Refusal (Section 58)
Rectification of Register of Members (Section 59)
Rights Issue/Further Issue of Share Capital (Section 62)
Procedure for Issue of Shares on Rights Basis
Issue of Bonus Shares (Section 63)
Reduction of Share Capital (Section 66)
Buy Back of Shares (Sections 68 to 70)
Conditions for Buy Back of its Own Shares (Section 68(2)
Debt Capital
Definition of Debenture - [Section 2(30)]
Debenture
Debentures - General Details
Debenture Stock
Debenture - Main features
Kinds of debentures
Distinction between Shareholder and Debenture Holder
Issue of Debentures under the Companies Act, 2013
Nomination by Securities Holders (Section 72(1))
Review Questions
Part-III. Company Administration
Chapter 8: Company Administration - I
Director
Who may be the Directors?
Minimum Number of Directors
Maximum Number of Directors
Kinds of Directors
First Director
Woman Director
Independent Director
Small Shareholders’ Director
Director Identification Number
Application for DIN
Director to Intimate DIN
Obligation of Company
Disqualifications for Appointment of Director
Appointment of Directors
Appointment of Additional Director
Appointment of Alternate Director
Appointment of Nominee Director
Filling up Casual Vacancy
Appointment of Directors to be Voted Individually
Proportional Representation for Appointment of Directors
Duties of Directors
Statutory Duties
General Duties
Responsibilities of the Board of Directors
Liabilities of Directors
Number of Directorships
Resignation of a Director (Section 168)
Constitution of Important Committees
Audit Committee (Section 177)
Number of Members
Functions of Audit Committee
Powers of Audit Committee
Vigil Mechanism
Powers of Board (Section 179)
Board of Directors - Statutory Powers
Powers of Board under Companies (Meeting of Board and its Powers) Rules, 2014
Delegation of Power
Restrictions on Powers of the Board (Section 180)
Prohibition and Restrictions on Political Contributions (Section182)
Disclosure of Interest by Director (Section 184)
Loans to Directors (Section 185)
Contract by One Person Company
Prohibition of Forward Dealings in Securities of Company by Director
Prohibition on Insider Trading of Securities (Section 195)
Punishment
Restrictions on Communication and Trading by Insiders
Managing Director – Manager
Secretarial Audit
Related Party Transactions
Definition of ‘Related Party’
Definition of ‘Relative’
Related Party Transactions (Section 188)
Definition of ‘Office or Place of Profit’
Definition of ‘Arm’s Length Transaction’
Indemnification
Conditions
To be Included in the Board’s Report
Punishment
Review Questions
Chapter 9: Company Administration - II
Board of Directors and Board Committees
Board Committees
Constitution of Committees - Powers of the Board of Directors
Kinds of Board Committees
Mandatory Review by Audit Committee
Composition of Stakeholders Relationship Committee
Functions of the Stakeholders Relationship Committee
Composition of Risk Management Committee
Risk Management Committee – Key functions
CSR Committee
Applicability
Composition of the Board
CSR Reporting
Strategy Planning Committee
Obligation of the Companies under Companies (CSR Policy) Rules, 2014
Composition of the Committee
Review Questions
Chapter 10: Nclt, Nclat and Special Courts
The National Company Law Tribunal [ Nclt ]
Characteristic Features of NCLT
Jurisdiction of the NCLT
Powers of NCLT
Additional Powers
Penalties for Non-compliance
NCLT - Technical Functions
Freezing the Assets of a Company
Nclt Rules 2016
Functions of President, Registrar and Secretary
Functions of the Registrar
Functions of the Secretary
Registers to be Maintained by the Registry of the NCLT
Arrangement of Records in Pending Matters
National Company Law Appellate Tribunal (NCLAT)
Characteristic Features of NCLAT
Special Courts
Offences Triable by Special Courts
Review Questions
Chapter 11: Company Meetings
Introduction
Definition
Essentials of a Valid Meeting
Proper Authority to Convene a Meeting
Notice of Meetings
General Rules
Essentials of a Valid Meeting
Rules Regarding Quorum in General Meeting
One Member Quorum
Agenda
Preparation of Agenda
Proper Chairmanship
Powers and Duties of Chairman
Classfication of Meetings
Annual General Meeting [Agm ] (Section 96)
Purpose of AGM
Ordinary Business
Special Business
Public Company
Private Company
Special Provisions for OPC (Section 122)
Annual Report of Directors
Can an AGM be Adjourned?
Extra Ordinary General Meeting [EGM] [Section 100]
Explanatory Statement
Board Meeting (Section 173)
Meetings of Directors
Committee Meeting
Authority to Convene Board Meetings
First Board Meeting
Number of Meetings
Non Application of Section 173
Mode of Participation
Notice to Board Meeting
Quorum for Meetings of Board (Section 174)
Notice
At the Meeting
Quorum
Venue and Time
Registers
Obligation of Participants
Vote
Access
Minutes
Passing of Resolution by Circulation (Section 175)
Defects in Appointment of Directors not to Invalidate Action Taken (Section 176)
Class Meetings
Class meetings of Debenture Holders
Meetings of Creditors or Contributories
Resolutions
Meaning
Kinds of Resolutions (Section 114)
Matters Requiring only Ordinary Resolutions
Matters Requiring Special Resolution
Registration of Certain Resolution and Agreements: (Sec. 117)
Resolutions Requiring Special Notice (Section 115)
Resolutions Passed at Adjourned Meeting (Section 116)
Reports
Statutory Reports
Non–statutory Reports
Distinction between Minutes and Reports
Review Questions
Part-IV. Dividends, Audit and Winding Up of Companies
Chapter 12: Dividends
Dividend
Dividend and Interest
Declaration of Dividend
Source of Dividend
Conditions Before Declaring Dividend
Depreciation
Articles of Association
Types of Dividend
Difference between Interim and Final Dividend
Dividend out of Free Reserves Under Companies (Declaration and Payment of Dividend) Rules, 2014
Payment of Dividend
Prohibition to Declare Dividend
Dividend on Preference Shares
Right to Dividend in Abeyance
Dividend for Beneficiaries
Punishment for Failure to Distribute Dividends
Defence
Unpaid Dividend Amount
Statement of Unpaid Dividend Amount
Interest for Default
Claim of Dividend
Transfer to Investor Education and Protection Fund (IEPF)
Transfer of Shares
Punishment
Creation of Investor Education and Protection Fund
Sources of IEPF
Utilization of Fund
Authority for the Fund
Claim From the Fund
Bonus Shares or Capitalization of Profits
Meaning of Bonus Shares
Source for Issue of Bonus Shares
Power of Board of Directors
Capitalizing Reserves
Bonus Share not in Lieu of Dividend
Guidelines Issued by SEBI for Issue of Bonus Shares
Restriction on Bonus Issue
Completion of Bonus Issue
Review Questions
Chapter 13: Audit and Auditors
Appointment of Auditors (Section 139)
Qualifications of Auditor (Section 141)
Disqualifications of Auditor
Written Consent and Certificate of Auditor
Notice to Registrar
Rotation of Auditors
Appointment in Government Companies
Appointment of First Auditor
Casual Vacancy
Re-appointment of Retiring Auditor
Removal of an Auditor (Section 140)
Remuneration of Auditors (Section 142)
Powers of Auditors (Section 143)
Duties of the Auditor
Auditor’s Report
Branch Audit
Reporting of Frauds by Auditor [Section 143(14) Read with Rule 13]
Review Questions
Chapter 14: Winding Up
Part I – Winding Up by the Tribunal
Unable to Pay Debts
Who Can file Petition to the Tribunal?
Petition by Creditor
Petition by Contributories
Petition by Registrar
Petition by Company
Views of Registrar
Powers of Tribunal
Company Liquidator
Appointment of Company Liquidator
Appointment of Provisional Liquidator
Removal and Replacement of Liquidator
Winding up Committee
Areas of Liquidation functions
Minutes of the Meetings
Final Report
Effect of Winding up Order
Powers and Duties of Company Liquidator
Powers of Tribunal - [Section 296 - 301]
Dissolution of Company - [Section 302]
Punishment
Part II - Voluntary Winding Up
Circumstances in which Company may be Wound Up Voluntarily (Section 304)
Conditions for Voluntary Winding up
Declaration as to Solvency
Time Limit for Declaration
Contents of the Declaration
Creditors’ Meeting
Publication of Resolution (Section 307)
Winding Up and its Effect
Role of Company Liquidator in Voluntary Winding Up
Appointment of Company Liquidator
Declaration by Company Liquidator
Filing with Registrar
Duties of Company Liquidator (Section 314)
Committee to Assist Company Liquidator
Report by Company Liquidator
Part III- Provisions Relating to Every Mode of Winding Up
Debts to be Admitted to Proof
Overriding Preferential Payments (Section 326)
Preferential Payments (Section 327)
Official Liquidator
Appointment of Official Liquidator (Section 359)
Powers and Functions (Section 360)
Procedure for Liquidation (Section 361 to 365)
Review Questions
Chapter 15: New Concepts in Companies Act
Secretarial Audit
Csr under the Companies Act, 2013
Clause 49 of Listing Agreement
E-Board Meetings Board through Electronic Mode
Concept of Whistle Blowing
Secretarial Standards
Nidhi Companies
Company Secretary
Cost Audit under Companies Act, 2013
Serious Fraud Investigation Office
Dormant Company
E Governance
E-Voting
Registered Valuers
Class Action
National Financial Reporting Authority (Nfra )
Schedule VII
Part-V. Knowledge Refresher
Company Law Quiz
Model Question Paper Series
Past Years University Question Papers
Bibliography
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