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Company Law 2e  
Published by Vijay Nicole Imprints Private Limited
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ISBN: 9789393161765

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Table of contents

Biographical note

"The Companies Act 2013 is an important legislation which governs the structure, management and conduct of the affairs of companies. The Companies Act 2013 comprises of 470 Sections and 7 Schedules. The Companies Act provides greater accountability, enhanced disclosure practices and better board governance for companies. This book provides a simple, concise and student friendly exposition to the subject. It is designed to cover the syllabi of B.Com., M.Com and M.B.A degree courses of all Universities."

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Description

"The Companies Act 2013 is an important legislation which governs the structure, management and conduct of the affairs of companies. The Companies Act 2013 comprises of 470 Sections and 7 Schedules. The Companies Act provides greater accountability, enhanced disclosure practices and better board governance for companies. This book provides a simple, concise and student friendly exposition to the subject. It is designed to cover the syllabi of B.Com., M.Com and M.B.A degree courses of all Universities."

Table of contents
  • Cover
  • Halftitle Page
  • Title Page
  • Copyright Page
  • Contents
  • Preface
  • CHAPTER 1 NATURE OF A COMPANY
    • 1.1 Company – Meaning
    • 1.2 Company – Definition
    • 1.3 Characteristics of a Company
    • 1.4 Is Company a Citizen?
    • 1.5 Lifting of Corporate Veil
    • 1.6 Illegal Association
    • 1.7 Kinds of Company
    • 1.8 Body Corporate
    • 1.9 Special Privileges and Exemptions to a Private Company
    • 1.10 Distinction between a Private Company and a Public Company
    • 1.11 Distinction between Partnership and a Company
    • 1.12 Advantages of Association not for Profit companies
    • 1.13 Limited Liability Partnership (LLP)
    • 1.14 Distinction Between a Company and Limited Liability Partnership
    • 1.15 One Person Company
    • 1.16 Privileges granted to One Person Company
    • 1.17 Small Company
    • 1.18 Privileges of a Small Company
    • 1.19 Investment Company
    • 1.20 Producer Companies
    • 1.21 Dormant Companies
    • 1.22 Public Financial Institution
    • 1.23 Review Questions
  • CHAPTER 2 FORMATION OF A COMPANY
    • 2.1 Introduction
    • 2.2 Who is a Promoter?
    • 2.3 Legal Position of a Promoter
    • 2.4 Duties of Promoters
    • 2.5 Remuneration of Promoters
    • 2.6 Liabilities of Promoters
    • 2.7 Pre-incorporation Contracts
    • 2.8 Pre-Registration Requirements
    • 2.9 Registration / Incorporation of a Company
    • 2.10 Certificate of Incorporation
    • 2.11 Allotment of Corporate Identity Number
    • 2.12 Certificate of Commencement of Business
    • 2.13 Distinction between Certificate of Incorporation and Certificate of Commencement of Business
    • 2.14 Documents to be filed with Registrar of Companies at the time of incorporation of a company
    • 2.15 Procedure for Conversion of Private Company into Public Company
    • 2.16 Procedure for Conversion of Public Company into a Private Company
    • 2.17 Review Questions
  • CHAPTER 3 MEMORANDUM AND ARTICLES OF ASSOCIATION
    • 3.1 Memorandum of Association – Meaning
    • 3.2 Memorandum of Association – Definition
    • 3.3 Purpose of Memorandum of Association
    • 3.4 Contents of Memorandum of Association
    • 3.5 Alteration of Memorandum of Association
    • 3.6 Doctrine of Ultra Vires
    • 3.7 Articles of Association – Meaning
    • 3.8 Articles of Association – Definition
    • 3.9 Importance of Articles of Association
    • 3.10 Distinction between Memorandum of Association and Articles of Association
    • 3.11 Registration of Articles
    • 3.12 Form and Signature of Articles
    • 3.13 Contents of Articles of Association
    • 3.14 Alteration of Articles of Association
    • 3.15 Doctrine of Constructive Notice
    • 3.16 Doctrine of Indoor Management
    • 3.17 Exceptions to the Doctrine of Indoor Management
    • 3.18 Legal Effect of Memorandum and Articles of Association
    • 3.19 Review Questions
  • CHAPTER 4 PROSPECTUS
    • 4.1 Prospectus – Meaning
    • 4.2 Prospectus – Definition
    • 4.3 Is it Compulsory for Every Public Company to Issue Prospectus?
    • 4.4 Public Offer
    • 4.5 Private Placement
    • 4.6 Red Herring Prospectus
    • 4.7 Shelf Prospectus
    • 4.8 Abridged Prospectus
    • 4.9 Deemed Prospectus / Prospectus by Implication
    • 4.10 Contents of Prospectus
    • 4.11 Registration of Prospectus
    • 4.12 Circumstances under which Registration of Prospectus must be Refused
    • 4.13 Mis-statement in Prospectus
    • 4.14 Remedies for Mis-statement in Prospectus
    • 4.15 Defences Available to Avoid civil and Criminal Liability
    • 4.16 Criminal Liability for Mis-statement in Prospectus
    • 4.17 Review Questions
  • CHAPTER 5 SHARES AND SHARE CAPITAL
    • 5.1 Share – Meaning
    • 5.2 Share – Definition
    • 5.3 Kinds of Share Capital
    • 5.4 Equity Shares – Meaning
    • 5.5 Preference Shares – Meaning
    • 5.6 Types of Preference Shares
    • 5.7 Distinction between Equity Shares and Preference Shares
    • 5.8 Issue of Sweat Equity Shares
    • 5.9 Conditions for issue of Sweat Equity Shares
    • 5.10 Inclusion about the details of Sweat Equity Shares in Board's Report
    • 5.11 Stock
    • 5.12 Distinction between Shares and Stock
    • 5.13 Raising of Capital by Issue of Shares
    • 5.14 Formalities to be complied while issuing Public issue of shares
    • 5.15 SEBI Guidelines for Public issue of shares
    • 5.16 Issue of Shares at a Premium
    • 5.17 Issue of Shares at a Discount
    • 5.18 Share Certificate
    • 5.19 Share Warrant
    • 5.20 Distinction between Share Certificate and Share Warrant
    • 5.21 Rights Shares
    • 5.22 Guidelines for issuing Rights Shares
    • 5.23 Issue of Shares to Persons other than Existing Shareholders
    • 5.24 Procedure for Issue of Rights Shares
    • 5.25 Bonus Shares
    • 5.26 Guidelines for Bonus Issue
    • 5.27 Procedure for Issue of Bonus Shares
    • 5.28 Distinction between Rights Shares and Bonus Shares
    • 5.29 Forfeiture of Shares
    • 5.30 Surrender of Shares
    • 5.31 Transfer of Shares
    • 5.32 Transfer of Shares in Depository Mode
    • 5.33 Benefits of Depository System
    • 5.34 Dematerialization of Shares
    • 5.35 Procedure for Dematerialization of Shares
    • 5.36 Re-materilization of Shares
    • 5.37 Procedure for Re-materialization of Shares
    • 5.38 Refusal by the Board to register Transfer of Shares
    • 5.39 Transmission of Shares
    • 5.40 Distinction between Transfer of Shares and Transmission of Shares
    • 5.41 Blank Transfer
    • 5.42 Forged Transfer
    • 5.43 Certification of Transfer
    • 5.44 Share Capital – Meaning
    • 5.45 Different Kinds of Share Capital
    • 5.46 Alteration of Share Capital
    • 5.47 Reduction of Share Capital
    • 5.48 Reduction of Capital without the Sanction of the Tribunal
    • 5.49 Diminution of Share Capital
    • 5.50 Reduction of Capital Vs Diminution of Capital
    • 5.51 Lien on Shares
    • 5.52 Lien Vs Forfeiture
    • 5.53 Alteration of Share Capital Vs Reduction of Share Capital
    • 5.54 Review Questions
  • CHAPTER 6 MEMBERSHIP
    • 6.1 Who are Members?
    • 6.2 Member – Definition
    • 6.3 Minimum and Maximum Number of Members
    • 6.4 Modes of Acquiring Membership
    • 6.5 Who can become Members?
    • 6.6 Joint Members
    • 6.7 Every Shareholder of a Company Known as a Member
    • 6.8 Every Member may not be known as a Shareholder
    • 6.9 Cessation of Membership
    • 6.10 Rights of a Member
    • 6.11 Liabilities of Members Assets
    • 6.12 Register of Members
    • 6.13 Default in maintaining Register of members
    • 6.14 Index of Members
    • 6.15 Inspection of Register of Members and Index of Members
    • 6.16 Closure of Register of Members
    • 6.17 Foreign Register
    • 6.18 Rectification of Register of Members
    • 6.19 Preservation at Registers
    • 6.20 Expulsion of a Member
    • 6.21 Review Questions
  • CHAPTER 7 BORROWING POWERS AND CHARGES
    • 7.1 Borrowing Powers – Introduction
    • 7.2 Methods of Borrowing Money
    • 7.3 Types of Borrowings
    • 7.4 Ultra Vires Borrowing
    • 7.5 Charge – Meaning
    • 7.6 Charge – Definition
    • 7.7 Types of Charge
    • 7.8 Fixed Charge
    • 7.9 Floating Charge
    • 7.10 Crystallization of Floating Charge
    • 7.11 Registration of Charges
    • 7.12 Certificate of Registration of Charges
    • 7.13 Time Limit for Extension of Registration
    • 7.14 Consequences of Non-Registration
    • 7.15 Register of Charges to be maintained by the Company
    • 7.16 Register of Charges to be kept by the Registrar
    • 7.17 Satisfaction of Charges
    • 7.18 Mortgage – Definition
    • 7.19 Distinction between a Charge and Mortgage
    • 7.20 Essentials of Mortgage
    • 7.21 Terms involved in Mortgage
    • 7.22 Kinds of Mortgages
    • 7.23 Review Questions
  • CHAPTER 8 DEBENTURES
    • 8.1 Debentures – Meaning
    • 8.2 Debentures – Definition
    • 8.3 Features of Debentures
    • 8.4 Kinds of Debentures
    • 8.5 Debenture Stock
    • 8.6 Debenture Trust Deed
    • 8.7 Disqualification of Debenture Trustee
    • 8.8 Duties of Debenture Trustee
    • 8.9 Debenture Redemption Reserve
    • 8.10 Register of Debenture Holders
    • 8.11 Distinction between Debentures and Shares
    • 8.12 Review Questions
  • CHAPTER 9 COMPANY MANAGEMENT
    • 9.1 Introduction
    • 9.2 Key Managerial Personnel
    • 9.3 Who may be appointed as a Director?
    • 9.4 Director Identification Number
    • 9.5 Ceiling Limit on Directorship
    • 9.6 Qualifications of Directors
    • 9.7 Disqualifications of Directors
    • 9.8 Legal Position of Directors
    • 9.9 Appointment of Directors
    • 9.10 Vacation of Office of Directors
    • 9.11 Removal of Directors
    • 9.12 Retirement of Directors by Rotation
    • 9.13 Resignation of Directors
    • 9.14 Powers of Directors
    • 9.15 Duties of Directors
    • 9.16 Liabilities of Directors
    • 9.17 Remuneration to Directors
    • 9.18 Appointment of Key Managerial Personnel
    • 9.19 Managing Director – Definition
    • 9.20 Appointment of Managing Director
    • 9.21 Disqualifications of Managing Director
    • 9.22 Meaning of Manager
    • 9.23 Disqualification of Manager
    • 9.24 Remuneration of Manager
    • 9.25 Distinction between Managing Director and Manager
    • 9.26 Register of Key Managerial Personnel
    • 9.27 Register of Contracts in which Directors are Interested
    • 9.28 Review Questions
  • CHAPTER 10 COMPANY MEETINGS
    • 10.1 What is a Meeting?
    • 10.2 Kinds of Meeting
    • 10.3 Annual General Meeting
    • 10.4 Time Limit for convening the First Annual General Meeting
    • 10.5 Time Limit for Conducting Subsequent Annual General Meetings
    • 10.6 Extension of Time
    • 10.7 Notice of the Annual General Meeting
    • 10.8 Purpose Object of holding Annual General Meeting
    • 10.9 Business transacted at an Annual General Meeting
    • 10.10 Defaults in Holding Annual General Meeting
    • 10.11 Extraordinary General Meetings
    • 10.12 Who may call Extraordinary General Meetings?
    • 10.13 Class Meetings
    • 10.14 Meetings of Creditors and Debenture Holders
    • 10.15 Meetings of the Board of Directors
    • 10.16 Notice of the Board Meeting
    • 10.17 Time and Place of Board Meetings
    • 10.18 Agenda
    • 10.19 Minutes of the Board Meeting
    • 10.20 Quorum for Board Meetings
    • 10.21 Requisites of a Valid Meeting
    • 10.22 Quorum for General Meetings
    • 10.23 Can one Member constitute a Quorum?
    • 10.24 Proxy
    • 10.25 Form of Proxy
    • 10.26 Voting and Demand for Poll
    • 10.27 Chairman
    • 10.28 Powers of Chairman
    • 10.29 Duties of Chairman
    • 10.30 Motion
    • 10.31 Resolutions
    • 10.32 Ordinary Resolution
    • 10.33 Matters Requiring Ordinary Resolution
    • 10.34 Special Resolution
    • 10.35 Matters Requiring Special Resolution
    • 10.36 Resolutions Requiring Special Notice
    • 10.37 Circulation of Member’s Resolution
    • 10.38 Minutes of General Meeting
    • 10.39 Registration of Resolutions and Agreements
    • 10.40 Adjournment of Meeting
    • 10.41 Postponement of Meeting
    • 10.42 Distinction between Adjournment and Postponement
    • 10.43 Review Questions
  • CHAPTER 11 DIVIDENDS
    • 11.1 Dividend – Meaning
    • 11.2 Kinds of Dividend
    • 11.3 Divisible Profits
    • 11.4 Transfer of Profits to Reserves
    • 11.5 Can All Companies Declare Dividend?
    • 11.6 Sources out of which Dividends may be paid
    • 11.7 Can Dividends be paid out of Capital?
    • 11.8 Payment of Dividends out of Capital Profits
    • 11.9 Dividend on Preference Shares
    • 11.10 Dividend on Equity Shares
    • 11.11 Interim Dividend
    • 11.12 Distinction between Interim Dividend and Final Dividend
    • 11.13 Rules regarding Payment of Dividend
    • 11.14 Time Limit for Payment of Dividend
    • 11.15 Dividend Warrants
    • 11.16 Unclaimed and Unpaid Dividends
    • 11.17 Investor Education and Protection Fund
    • 11.18 Utilization of Investor Education Protection Fund
    • 11.19 Review Questions
  • CHAPTER 12 ACCOUNTS AND AUDIT
    • 12.1 Introduction
    • 12.2 Books of Account – Definition
    • 12.3 Place of Keeping Books of Account
    • 12.4 Copies of Documents and Deeds to be Maintained by the Company
    • 12.5 Inspection of Books of Account
    • 12.6 Persons Responsible for Keeping Proper Books of Account
    • 12.7 Financial Statements
    • 12.8 Preparation and Presentation of Final Statements
    • 12.9 Authentication of Accounts
    • 12.10 Board’s Report
    • 12.11 Circulation of Financial Statements
    • 12.12 Adoption of Financial Statements
    • 12.13 Filing of Financial Statements
    • 12.14 Who can be appointed as an Auditor?
    • 12.15 Disqualifications of Auditor
    • 12.16 Appointment of First Auditors
    • 12.17 Appointment of Subsequent Auditors
    • 12.18 Tenure of Auditors
    • 12.19 Reappointment of Retiring Auditors
    • 12.20 Appointment of Auditor other than Retiring Auditor
    • 12.21 Compulsory Rotation of Auditors
    • 12.22 Rotation of Auditors
    • 12.23 Casual Vacancy
    • 12.24 Ceiling on Audits
    • 12.25 Auditor not to Render Certain Services
    • 12.26 Internal Audit
    • 12.27 Branch Audit
    • 12.28 Rights of Auditor
    • 12.29 Duties of Auditor
    • 12.30 Removal of Auditor
    • 12.31 Resignation of Auditor
    • 12.32 Removal of Tribunal
    • 12.33 Review Questions
  • CHAPTER 13 WINDING UP
    • 13.1 Winding Up – Meaning
    • 13.2 Modes of Winding Up
    • 13.3 Winding Up by the Tribunal
    • 13.4 Petition for Compulsory Winding Up
    • 13.5 Commencement of Winding Up
    • 13.6 Procedure for Winding Up Order
    • 13.7 Provisional Liquidator
    • 13.8 Company Liquidator
    • 13.9 Removal and Replacement of Liquidator
    • 13.10 Winding Up Committee
    • 13.11 Submission of Report by Company Liquidator
    • 13.12 General Powers of Tribunal in case of Winding Up by Tribunal
    • 13.13 Dissolution of Company
    • 13.14 Consequences of Winding Up Order by the Tribunal
    • 13.15 Powers of Tribunal
    • 13.16 Statement of Affairs
    • 13.17 Powers & Duties of Company Liquidator
    • 13.18 Voluntary Winding Up
    • 13.19 Declaration of Solvency
    • 13.20 Meeting of Creditors
    • 13.21 Commencement of Voluntary Winding Up
    • 13.22 Consequences of Voluntary Winding Up
    • 13.23 Appointment of Liquidator in Voluntary Winding Up
    • 13.24 Notice of Appointment of Company Liquidator to be Given to ROC
    • 13.25 Powers and Duties of Company Liquidator in Voluntary Winding Up
    • 13.26 Appointment of Committees
    • 13.27 Company Liquidator to Submit Report on Progress of Winding Up
    • 13.28 Report of the Tribunal for Examination of Persons for Suspected Fraud
    • 13.29 Final Meeting and Dissolution
    • 13.30 Costs of Voluntary Winding Up
    • 13.31 Preferential Payments
    • 13.32 Order of Priority
    • 13.33 Powers and Duties of Company Liquidator in Voluntary Winding Up
    • 13.34 Contributory - Meaning
    • 13.35 Persons Liable as Contributories
    • 13.36 Review Questions
  • QUESTION PAPERS
    • April 2015
    • April 2012
    • April 2011
    • April 2010
    • April 2009
    • April 2008
  • Index
Biographical note

Dr. S. Thothadri is Assistant Professor in Corporate Secretaryship. He holds a doctorate in Corporate Secretaryship. He has co-authored books on Business Law and Legal Aspect of Business and has published several articles on various topics like HR, E-Commerce and Information Technology in reputed journals. He has over 13 years of teaching experience and his areas of interest include Accounting, Finance, Law and Taxation.

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