1. Preliminary |
1
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Various forms of business organizations |
1
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-- Sole proprietorship |
1
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-- HUF |
1
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-- Partnership |
1
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-- Co-operative society |
2
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-- Registered society |
2
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-- Limited Liability Partnership |
2
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-- Company |
2
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-- Trust |
2
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Company -- Meaning and Definition of |
3
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Salient features of a company |
4
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-- Separate legal entity |
4
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-- Separate management |
4
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-- Limited liability |
4
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-- Perpetual succession |
4
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-- Right to own property |
4
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-- Free transferability of shares |
4
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-- Right to sue |
4
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-- Common seal |
4
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Advantages and disadvantages of company form of business |
5
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Major constituents of a company |
5
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-- Members |
6
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-- Directors |
6
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Registration as a company, when mandatory |
6
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-- Mandatory registration as a company |
6
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-- When an association becomes illegal |
7
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-- Object of acquisition of gain is important criteria |
7
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-- Non-applicability of provisions of section 464 of Companies Act, 2013 |
7
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-- Consequences emerging from association becoming illegal |
7
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Lifting of corporate veil |
7
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Types of companies |
8
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-- Vis-a-vis liability |
8
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-- Vis-a-vis control |
8
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-- Vis-a-vis provision for access of public capital |
8
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-- Other types of companies |
8
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Private company |
8
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Public Company |
9
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-- Distinction between public and private company |
10
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One Person Company |
10
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-- Privileges and exemptions available to OPC |
11
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Limited liability companies |
12
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-- Company limited by shares |
12
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-- Company limited by guarantee |
13
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Unlimited liability company |
13
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Holding and Subsidiary company |
13
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-- Layers of subsidiaries |
14
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-- Deeming provision as to control of composition of board of directors |
15
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-- Circumstances in which subsidiary company can be member of holding company |
15
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Associate company |
15
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Listed and Unlisted company |
16
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Companies with charitable objects, etc. [Section 8 companies] |
16
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-- Three important pre-requisites |
16
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-- Registration of section 8 companies |
17
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-- Issuance of licence by Central Government for proposed or existing company |
17
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-- Privileges, exemptions and obligations |
19
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-- Revocation of license |
21
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-- Power of Central Government to order amalgamation or winding up |
21
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-- Consequences of default |
22
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Government companies |
22
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Investment Company |
22
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Dormant company |
22
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Statutory Corporation |
23
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Foreign companies |
23
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Producer Companies |
23
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Public Financial Institutions |
24
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Non-Banking Finance Company |
25
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Small companies |
25
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Nidhis |
26
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Specified IFSC companies |
26
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Start-up company |
26
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ANNEXURE |
26
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List of Forms |
26
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2. Incorporation of Company and Allied Matters |
28
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Procedural steps for incorporation of a company |
28
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-- Selecting the type of company |
28
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-- Digital Signature Certificate |
28
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-- Selecting and reserving name of company |
28
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-- Requirement of obtaining DIN |
29
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-- Filing of application for incorporation with RoC |
30
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-- Details to be furnished in Part B of SPICe+ |
30
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-- Filing of other necessary documents and information |
31
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-- Filing of MoA and AoA |
34
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-- Filing of application for registration of GSTIN/ESIC/EPFO etc. |
34
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-- Payment of registration fee and stamp duty |
35
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-- Provision of opportunity by Registrar for resubmission |
35
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-- Issue of Certificate of Incorporation |
35
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-- Allotment of Corporate Identity Number (CIN) |
36
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-- Common seal |
36
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-- Effect of registration of company |
37
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-- Commencement of business |
37
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-- Company incorporated by filing false or incorrect information |
37
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-- Requirement for preservation of original documents of incorporation at registered office |
38
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Selecting name of company |
38
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-- Baisc considerations |
38
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-- Guidelines for selecting a name under the Companies Act, 2013 |
39
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-- Application for reservation of name |
45
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-- Validity period of name reserved by Registrar for adoption |
46
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-- Intimation by Registrar, CRC for name approval/rejection |
46
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-- Publication of name |
47
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-- Change of name of company |
48
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-- Rectification of name of company on Central Government's direction |
48
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Registered office |
49
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-- Date from which company should have registered office |
50
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-- Verification of situation of registered office to Registrar |
50
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-- Notice of change in situation of registered office and verification thereof |
51
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-- Domicile clause in Memorandum of Association |
51
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-- Publication of address of registered office |
51
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-- Penal consequences |
51
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-- Non-presence of registered office at the time of physical verification may lead to initiation of action for removal of name of company from Register of Companies |
51
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-- Service of document on company to be at its registered office |
52
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Shifting of registered office from one place to another |
52
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-- Alteration within local or postal limits |
52
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-- Shifting of registered office outside local or postal limits of city, town or village but within the same State |
52
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-- Shifting of registered office within same State but within the jurisdiction of different RoC |
53
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-- Shifting of registered office from one State to another |
54
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Memorandum of Association (MoA) |
57
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-- Companies Act to prevail over memorandum of association, etc. |
57
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-- Forms of Memorandum of Association |
58
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-- Contents of Memorandum of Association |
58
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-- Subscribers to Memorandum of Association |
62
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-- Special provision in case of company limited by guarantee not having share capital |
64
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-- Signing of Memorandum of Association |
64
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-- Presenting MoA to Registrar for registration and effect thereof |
65
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-- Giving copies of Memorandum of Association, etc., to members |
65
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-- Stamp duty on Memorandum of Association |
65
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Alteration of MoA |
66
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-- Alteration in name clause of MoA |
66
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-- Alteration in object clause of MoA |
68
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-- Alteration in registered office clause of MoA |
69
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-- Alteration of liability clause of MoA |
69
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-- Alteration of capital clause of MoA |
70
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-- Alteration in memorandum of companies registered under section 8 |
71
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-- Alteration of memorandum to be noted in every copy |
71
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Articles of Association |
71
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-- Companies Act to prevail over memorandum, articles, etc. |
71
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-- Articles of Association subordinate to Memorandum of Association |
72
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-- Registration of articles with Registrar and its effect |
72
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-- Forms of Articles of Association |
72
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-- Contents of AoA |
73
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-- Payment of stamp duty on Articles |
75
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-- Giving of copies of Articles of Association, etc., to members |
75
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-- Non-applicability of provisions to companies registered under previous law |
76
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-- Doctrine of constructive notice |
76
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-- Doctrine of indoor management |
76
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-- Exceptions to the doctrine of indoor management |
77
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Alteration of Articles of Association |
77
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-- Alteration in articles on conversion of private company into public company |
78
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-- Alteration in articles on conversion of public company into private company |
79
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-- Noting of alteration of articles in every copy |
79
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-- Provision for entrenchment |
79
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Active Company Tagging Identities and Verification |
80
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-- Companies not required to file e-Form ACTIVE |
80
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-- Effect of non-filing of Form ACTIVE |
81
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-- Fee for filing Form ACTIVE after due date |
81
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-- Directors of company to file e-Form ACTIVE |
82
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Post Incorporation Compliances |
82
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-- Requirements to be complied with immediately after incorporation of a company |
82
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-- Other statutory requirements under Companies Act |
84
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A. SECRETARIAL PRACTICE |
84
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Procedure for Change in Name of Company |
84
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Procedure for Change in Name Pursuant to Direction of Registrar |
85
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Procedure for Rectification of Name of Company Pursuant to Direction of the Central Government |
86
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Procedure for Alteration in Objects of the Company |
87
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Procedure for Alteration in Registered Office of a Company Within Local Limits of City, Town or Village |
88
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Procedure for Alteration in Registered Office of a Company Outside Local Limits of City, Town or Village but Within Same RoC and State |
88
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Procedure for Change in Registered Office from Jurisdiction of One RoC to Another RoC Within Same State |
89
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Procedure for Change in Registered Office from One State to Another |
90
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Procedure for Alteration of Articles Other Than Conversion of Public Company into Private or Vice-versa |
91
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B. SPECIMEN FORMATS |
92
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Board Resolution for Change in Name of Company |
92
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General Meeting Special Resolution for Change in Name of Company |
93
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Board Resolution for Deletion of Words 'Limited' from the Name of Company |
94
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General Meeting Special Resolution for Deletion of Words 'Limited' from the Name of Company |
94
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General Meeting Ordinary Resolution for Rectification of Name Pursuant to Direction of RoC |
95
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Board Resolution to Fix Up the Location of Registered Office |
96
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Board Resolution for Shifting Registered Office Within Local Limits of City, Town or Village |
96
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General Meeting Special Resolution for Shifting Registered Office Outside Local Limits of City, Town or Village |
96
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Board Resolution for Change of Registered Office from the Jurisdiction of One Registrar to Another Within the Same State |
97
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General Meeting Special Resolution for Shifting Registered Office from Jurisdiction of One RoC to Another RoC Within Same State |
97
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Board Resolution for Alteration in the Articles of Association |
98
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General Meeting Special Resolution for Alteration of Articles of Association |
99
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General Meeting Special Resolution for Alteration of Object Clause of the Company |
99
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General Meeting Ordinary Resolution for Alteration of Share Capital |
100
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C. ANNEXURES |
101
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List of Forms |
101
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Emblems and Names (Prevention of Improper Use) Act, 1950 |
102
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Schedule I |
106
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General Circular No. 16/2014, dt. 10-6-2014 |
131
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FAQs on SPICe+ |
132
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FAQs on Incorporation and Allied Matters |
132
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-- Producer Companies |
149
| >> |
-- Nidhi Companies |
150
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Companies (Incorporation) Third Amendment Rules, 2020 |
150
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-- Notification dated 24-12-2020 [F. No. 1/13/2013 CL-V, Vol.III] |
150
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Fee Applicable |
152
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3. Conversions |
154
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Introduction |
154
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Conversion of public company into private company |
154
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-- Alteration of Articles -- An essential pre-requisite |
155
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-- Alteration in Memorandum pursuant to change in name |
155
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-- Approval from Central Government |
155
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-- Manner of filing application to Regional Director |
156
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-- Filing of application to Registrar for conversion |
158
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Conversion of private company into public company |
158
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-- Alteration in Memorandum pursuant to change in name |
158
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-- Alteration in Articles |
158
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-- Application for conversion to Registrar |
159
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Conversion of One Person Company into a public or private company |
159
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Conversion of private company into One Person Company |
160
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-- Condition for conversion into OPC |
160
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-- Obtaining No Objection Certificate from members and creditors |
160
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-- Filing special resolution with Registrar |
160
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-- Application to Registrar for conversion |
160
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-- Issue of certificate of incorporation |
161
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Certificate of incorporation by Registrar effecting conversion [Section 18(2)] |
161
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Conversion of section 8 company into any other kind |
161
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-- Passing of special resolution |
161
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-- Application to Regional Director |
162
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-- Copy of application to the Registrar |
162
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-- Publication of notice |
162
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-- Notice to authorities |
162
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-- Declaration by board of directors |
163
| >> |
-- No objection certificate from authorities |
163
| >> |
-- Filing of financial statement and annual return/statement of financial position |
163
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-- Approval of authorities and report from Registrar |
163
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-- Order of approval/rejection of Regional Director |
163
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-- Amendment of memorandum and articles of association |
164
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-- Filing of documents with Registrar |
164
| >> |
-- Fresh certificate of incorporation |
164
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Conversion of unlisted public company or private company into Limited Liability Partnership |
164
| >> |
-- Eligibility for conversion |
165
| >> |
-- DIN/DPIN for designated partners |
165
| >> |
-- Reservation of name |
165
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-- Application for conversion alongwith incorporation document and subscriber's statement |
165
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-- Registration of conversion |
165
| >> |
-- Registrar's refusal to register LLP |
166
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-- Effect of registration |
166
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-- Continuance of pending proceedings, conviction, judgment, etc. |
166
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-- No effect of conversion on existing agreements, contracts, etc. |
166
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-- Effect on existing appointment, authority or power |
167
| >> |
-- Notice of conversion in correspondence |
167
| >> |
Conversion of Limited Liability Partnership into a company |
167
| >> |
-- Legal principles constituting basis of conversion under Part I of Chapter XXI of the Companies Act, 2013 |
167
| >> |
-- Companies capable of being registered include limited liability partnership [Section 366 of the Companies Act, 2013] |
168
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-- Requirement of consent of majority of members |
169
| >> |
-- Companies not capable of being registered under Part I of Chapter XXI |
169
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-- LLP to be registered as a company limited by shares |
169
| >> |
-- Procedural aspects of conversion of LLP into company |
170
| >> |
-- Effect of registration under Part I of Chapter XXI |
173
| >> |
-- Provision w.r.t. registration of unlimited company into limited company |
174
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-- Vesting of property on registration |
174
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-- Continuance of existing rights and liabilities or legal proceedings |
174
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-- Power to stay or restrain proceedings |
175
| >> |
-- Suits stayed on winding up order |
175
| >> |
A. SECRETARIAL PRACTICE |
175
| >> |
Procedure for Conversion of Public Company into Private Company |
175
| >> |
Procedure for Conversion of Private Company into Public Company |
176
| >> |
Procedure for Conversion of One Person Company into Public or Private Company |
177
| >> |
Procedure for Conversion of Private Company into One Person Company |
178
| >> |
Procedure for Conversion of Section 8 Company into Another Class of Company |
179
| >> |
Procedure for Conversion of Company into Limited Liability Partnership |
182
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Procedure for Conversion of Limited Liability Partnership into Company |
183
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B. SPECIMEN FORMATS |
184
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Board Resolution for Conversion of Public Company into Private Company |
184
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General Meeting Special Resolution for Conversion of Public Company into Private Company |
184
| >> |
Board Resolution for Conversion of Private Company into Public Company |
185
| >> |
General Meeting Special Resolution for Conversion of Private Company into Public Company |
185
| >> |
Board Resolution for Conversion of Private Company into One Person Company |
186
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General Meeting Special Resolution for Conversion of Private Company into One Person Company |
186
| >> |
Board Resolution for Conversion of Section 8 Company into Another Kind |
187
| >> |
General Meeting Special Resolution for Conversion of Section 8 Company into Another Kind |
187
| >> |
Board Resolution for Conversion of a Company into LLP |
188
| >> |
General Meeting Special Resolution for Conversion of Company into Limited Liability Partnership |
189
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C. ANNEXURE |
190
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List of Forms |
190
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4. Membership of Company |
191
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Member of company |
191
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Modes of acquiring membership |
191
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-- By subscription to memorandum of association |
191
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-- By agreement in writing to become member |
192
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-- By holding shares as a beneficial owner in the records of depository |
192
| >> |
-- By conversion of debentures |
192
| >> |
-- By transfer of shares |
192
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-- By transmission of shares |
192
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Who may become member |
193
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-- Company |
193
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-- Registered co-operative society |
193
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-- Partnership firm |
193
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-- Limited liability partnership |
193
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-- HUF |
193
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-- Registered Trade Union |
193
| >> |
-- Minor |
193
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-- Foreign national |
194
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-- Illiterate person |
194
| >> |
Number of members |
194
| >> |
Joint members |
194
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-- Issue of share certificate |
194
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-- Liability for calls |
194
| >> |
-- Transfer and transmission of shares |
195
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-- Voting |
195
| >> |
-- Dividend, interest etc. |
195
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Beneficial owner vis-a-vis registered owner |
195
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-- Declaration in respect of beneficial interest in any share to company |
195
| >> |
-- Filing of return in respect of declaration with the Registrar |
196
| >> |
-- Non applicability of provisions of declaration in respect of beneficial interest in shares |
197
| >> |
-- Exemption to certain class of persons |
197
| >> |
Significant Beneficial Owner |
197
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-- Significant Beneficial Owner -- Meaning of |
197
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-- Declaration of holding significant beneficial ownership in shares |
199
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-- Return of significant beneficial owner |
199
| >> |
-- Service of notice seeking information regarding SBO |
200
| >> |
-- Application to Tribunal on failure to provide information |
200
| >> |
-- Order of Tribunal |
200
| >> |
-- Maintenance and inspection of register of SBO [Section 90(2)] |
200
| >> |
-- Non-applicability of Companies (Significant Beneficial Owners) Rules, 2018 |
201
| >> |
-- Punishment for non-compliance |
201
| >> |
Register of members |
201
| >> |
Rights of member |
202
| >> |
-- Individual rights of a member |
202
| >> |
-- Collective rights of members |
202
| >> |
Liability of member |
203
| >> |
Cessation of membership |
203
| >> |
-- By valid surrender of shares |
203
| >> |
-- Transfer of shares |
203
| >> |
-- Foefeiture of shares |
203
| >> |
-- Death of member |
203
| >> |
-- Buy back of shares by company |
203
| >> |
-- Sale of shares by company |
203
| >> |
-- Expulsion from membership |
203
| >> |
Nomination of securities |
204
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-- Nomination by whom |
204
| >> |
-- Nomination in whose favour |
204
| >> |
-- Options with nominee upon death of holder of securities |
204
| >> |
-- Rights of nominee |
205
| >> |
-- Cancellation of or variation in nomination |
205
| >> |
-- Nomination in respect of nominee being minor |
205
| >> |
-- Nomination in case of one person company |
205
| >> |
Transfer of securities |
207
| >> |
-- Requirement as to instrument of transfer |
208
| >> |
-- Non-requirement of instrument of transfer |
208
| >> |
-- Appointment of share transfer agent in case of listed entity |
208
| >> |
-- Requirement of PAN in case of transfer of securities of listed company |
209
| >> |
-- Stamp duty on transfer of securities |
209
| >> |
-- Registration of transfer |
210
| >> |
-- Standardised norms for transfer in physical mode vide Circular dt. 6-11-2018 |
212
| >> |
-- Penalty for contravention of provisions of section 56 |
212
| >> |
-- Refusal of registration of transfer of securities |
212
| >> |
-- Remedy for refusal of transfer of securities |
212
| >> |
-- Rectification of register of members |
213
| >> |
Transmission of securities |
214
| >> |
-- Provisions of transfer do not apply to transmission |
214
| >> |
-- Documents required in case of transmission of securities |
214
| >> |
-- Right to intestate property on grant of letters of administration |
215
| >> |
-- Proof of legal representation |
216
| >> |
-- Registration of transmission of securities |
216
| >> |
-- Refusal of registration of transmission of securities |
217
| >> |
-- Remedy against refusal of registration of transmission of securities |
217
| >> |
-- Regulations concerning transmission of shares in Table F of Schedule I |
217
| >> |
-- Transmission in case of small holdings |
219
| >> |
-- Transmission in case of amalgamation |
219
| >> |
A. SECRETARIAL PRACTICE |
219
| >> |
Procedure for Transfer of Securities Held in Physical Form |
219
| >> |
Procedure for Transmission of Securities |
221
| >> |
B. SPECIMEN FORMATS |
223
| >> |
Board Resolution for Transfer of Shares |
223
| >> |
Board Resolution for Refusal to Transfer Shares with Reasons |
223
| >> |
Board Resolution for Transmission of Shares |
223
| >> |
Board Resolution for Transmission of Shares Upon Death of Joint Shareholder |
224
| >> |
Board Resolution for Transmission of Shares on Attainment of Majority by Minor |
224
| >> |
C. ANNEXURES |
224
| >> |
List of Forms |
224
| >> |
Disclosure of Significant Beneficial Ownership in the Shareholding Pattern |
225
| >> |
Circular No. SEBI/HO/MIRSD/DOS3/CIR/P/2018/139, Dt. 6-11-2018 |
225
| >> |
5. Share Capital and Debentures |
229
| >> |
Capital' -- Connotation of |
229
| >> |
Meaning of share |
229
| >> |
Nature of shares and related aspects thereto |
229
| >> |
-- Shares are ‘movable property’ |
229
| >> |
-- Shares are goods and not actionable claims |
229
| >> |
-- Distinction between 'Share' and 'Securities' |
230
| >> |
-- Distinction between share and share certificate |
230
| >> |
-- Numbering of shares |
230
| >> |
-- Situs or location of property in shares |
230
| >> |
Meaning of share capital |
230
| >> |
Classification of share capital |
230
| >> |
-- Nominal, authorised or registered share capital |
230
| >> |
-- Issued share capital |
231
| >> |
-- Subscribed share capital |
231
| >> |
-- Called up share capital |
231
| >> |
-- Paid-up share capital |
231
| >> |
-- Uncalled share capital |
231
| >> |
-- Reserve share capital |
232
| >> |
Publication of authorised, subscribed and paid-up share capital |
232
| >> |
Types of share capital |
232
| >> |
Equity shares |
232
| >> |
-- Meaning of equity share |
232
| >> |
-- Equity shares with voting rights |
233
| >> |
-- Equity shares with differential rights |
233
| >> |
Preference shares |
236
| >> |
-- Meaning |
236
| >> |
-- Kinds of preference shares |
237
| >> |
-- Voting rights on preference shares |
239
| >> |
-- Particulars to be entered in Register of Members |
239
| >> |
-- Applicability of the SEBI Regulations |
239
| >> |
-- Redemption of preference shares |
239
| >> |
-- Issue and redemption of preference shares by company in infrastructural projects |
242
| >> |
Distinction between equity shares and preference shares |
242
| >> |
Variation of shareholder's rights |
243
| >> |
-- Rights of dissenting shareholders |
243
| >> |
-- Consequences on non-compliance of section 48 |
244
| >> |
Share certificate |
245
| >> |
-- Evidentiary value of share certificates |
245
| >> |
-- Legal effect of share certificate |
245
| >> |
-- Issuance of share certificates |
245
| >> |
-- Format of share certificates and contents thereof |
246
| >> |
-- Signature and affixing common seal on share certificates |
246
| >> |
-- Entry of share certificates in register of members |
246
| >> |
-- Time limit for issuance of share certificates |
247
| >> |
-- Issuance of renewed share certificate |
247
| >> |
-- Issuance of duplicate share certificates |
248
| >> |
-- Register of renewed and duplicate share certificates |
249
| >> |
-- Stamp duty on share certificates |
249
| >> |
-- Maintenance of share certificate forms and related books and documents |
250
| >> |
Dematerialisation of securities |
250
| >> |
-- Conditions as to making offer for issue of securities, buyback, bonus issue, etc. |
251
| >> |
-- Reconciliation of record of demat securities |
251
| >> |
-- Requisite details as to Form No. PAS-6 |
251
| >> |
-- Filing of grievances of security holders of unlisted public companies |
252
| >> |
Issuance of shares |
252
| >> |
-- Issuance of shares at premium |
252
| >> |
-- Issuance of shares at discount |
253
| >> |
Issuance of sweat equity shares |
254
| >> |
-- Meaning of sweat equity shares |
254
| >> |
-- Conditions for issuance of sweat equity shares |
255
| >> |
-- Particulars as to explanatory statement to special resolution |
255
| >> |
-- Validity of special resolution authorizing sweat equity shares |
256
| >> |
-- Limits on issue of sweat equity shares |
256
| >> |
-- Lock-in-period of sweat equity shares |
256
| >> |
-- Valuation aspects |
256
| >> |
-- Sweat equity shares for non-cash consideration |
256
| >> |
-- Sweat equity shares forming part of managerial remuneration |
257
| >> |
-- Accounting treatment of sweat equity shares |
257
| >> |
-- Disclosure in Board's report |
257
| >> |
-- Register of sweat equity shares |
258
| >> |
-- Holders of Sweat Equity Shares to be ranked pari passu with other equity shareholders |
258
| >> |
Issuance of bonus shares |
258
| >> |
-- Bonus shares -- Meaning of |
258
| >> |
-- Sources for issue of bonus shares |
259
| >> |
-- Conditions for issuance of bonus shares |
259
| >> |
-- No Bonus shares in lieu of dividend |
259
| >> |
-- Paid-up capital after bonus shares to be within authorised share capital of company |
259
| >> |
-- Filing of return of allotment for issue of bonus shares |
260
| >> |
-- Disclosure in financial statements as to bonus issue |
260
| >> |
Further Issue of capital |
260
| >> |
-- Right issue |
260
| >> |
-- Employees' stock options |
261
| >> |
-- Preferential Basis |
266
| >> |
Alteration of share capital |
269
| >> |
-- Manner as to alteration of share capital |
269
| >> |
-- Notice to Registrar of alteration of share capital |
270
| >> |
-- Alteration of share capital consequent upon order of Government |
270
| >> |
Reduction of share capital |
272
| >> |
-- Passing of special resolution in general meeting |
272
| >> |
-- Application to Tribunal for reduction of share capital |
272
| >> |
-- Issuance of notice and directions by NCLT |
273
| >> |
-- Representation by various authorities |
274
| >> |
-- Procedure with regard to representations and objections received [Rule 5] |
274
| >> |
-- Order by Tribunal |
274
| >> |
-- Accounting treatment for reduction of share capital |
274
| >> |
-- Publication of order of Tribunal |
274
| >> |
-- Filing of Tribunal's order with the registrar |
275
| >> |
-- Liability of members in respect of reduced shares |
275
| >> |
-- Penalty for concealment, etc., on officers of company |
275
| >> |
-- Requirements of listing regulations as to reduction of share capital |
276
| >> |
Buy-back of securities |
277
| >> |
-- Meaning and significance of buy-back |
277
| >> |
-- Restriction on company to purchase its own shares |
277
| >> |
-- Restriction on public company to finance the purchase of its own shares or of its holding company |
278
| >> |
-- Sources of buy-back |
280
| >> |
-- Conditions precedent for buy-back |
281
| >> |
-- Contents of explanatory statement to the notice for buy-back |
281
| >> |
-- Disclosures to be made in explanatory statement |
282
| >> |
-- Time limit of completion of buy-back |
283
| >> |
-- Mode of buy-back |
283
| >> |
-- Procedure for offer |
284
| >> |
-- General obligations of company regarding buy-back |
285
| >> |
-- Securities of unlisted public company to be in demat form |
285
| >> |
-- Extinguishment of securities bought back |
285
| >> |
-- Prohibition of further issue of shares or securities |
286
| >> |
-- Maintenance of register of shares or other specified securities bought back |
286
| >> |
-- Filing of return with Registrar |
286
| >> |
-- Consequences of non-compliance |
286
| >> |
-- Transfer of certain sums to capital redemption reserve account |
286
| >> |
-- Prohibition on buy-back in certain cases |
287
| >> |
Debentures |
287
| >> |
-- Meaning of debenture |
287
| >> |
-- Kinds of debentures |
288
| >> |
-- Mode of issuing debentures |
290
| >> |
-- Debenture stock |
290
| >> |
-- Distinction between debenture and shares |
290
| >> |
-- Passing of a special resolution |
291
| >> |
-- Creation of debenture redemption reserve account |
291
| >> |
-- Redemption of debentures |
292
| >> |
-- Debenture Trustees |
293
| >> |
-- Meeting of debenture holders |
295
| >> |
-- Debenture trust deed |
295
| >> |
-- Right to obtain copies of annual accounts |
296
| >> |
-- Register of debenture holders |
296
| >> |
-- Registration of charge in connection with issue of debentures of a series |
296
| >> |
A. SECRETARIAL PRACTICE |
297
| >> |
Procedure for Issue of Equity Shares with Differential Rights |
297
| >> |
Procedure for Issue of Redeemable Preference Shares |
299
| >> |
Procedure for Redemption of Preference Shares |
300
| >> |
Procedure for Issue of Sweat Equity Shares |
301
| >> |
Procedure for Issue of Bonus Shares |
303
| >> |
Procedure for Issue of Right Shares |
305
| >> |
Procedure for Issue of Shares Under Employee Stock Option Scheme |
306
| >> |
Procedure for Issue of Shares or Other Securities on Preferential Basis |
308
| >> |
Procedure for Increase in Authorised Capital in Case of a Limited Company |
309
| >> |
Procedure for Increasing the Authorised Capital in Case of a Company Other Than Limited Company |
311
| >> |
General Procedure for Buy-back of Shares or Other Specified Securities from Members by a Listed Company Through Any Method |
312
| >> |
Procedure for Buy-Back of Shares or Other Specified Securities by Private and Unlisted Public Companies |
315
| >> |
Procedure for Issuance of Debentures by Listed Companies |
318
| >> |
Procedure for Issuance of Debentures by Unlisted Companies |
321
| >> |
B. SPECIMEN FORMATS |
322
| >> |
Board Resolution for Issue of Shares with Differential Rights |
322
| >> |
General Meeting Ordinary Resolution for Issue of Equity Shares With Differential Rights |
322
| >> |
General Meeting Special Resolution for Issue of Redeemable Preference Shares |
324
| >> |
Board Resolution for Redemption of Preference Shares |
325
| >> |
Board Resolution for Issue of Sweat Equity Shares |
326
| >> |
General Meeting Special Resolution for Issuance of Sweat Equity Shares |
326
| >> |
Board Resolution Recommending Bonus Issue |
327
| >> |
General Meeting Ordinary Resolution for Issue of Bonus Shares |
328
| >> |
Board Resolution for Right Issue of Shares |
328
| >> |
Board Resolution for Issuance of Employees Stock Option Scheme |
329
| >> |
General Meeting Special Resolution for Issuance of Shares Under Employees Stock Option Scheme |
329
| >> |
Board Resolution for Approval for Issue of Equity Shares on Preferential Basis |
331
| >> |
General Meeting Special Resolution for Issue of Shares on Preferential Basis |
332
| >> |
Board Resolution for Increase in Authorised Share Capital |
334
| >> |
General Meeting Ordinary Resolution for Increase in Authorised Share Capital |
335
| >> |
General Meeting Special Resolution for Increase in Authorised Share Capital |
335
| >> |
Board Resolution for Consolidation of Share Capital |
337
| >> |
General Meeting Ordinary Resolution for Consolidation of Share Capital Where Shares are Not in Demat Form |
337
| >> |
General Meeting Ordinary Resolution for Consolidation of Share Capital in Case Shares are in Demat Form |
338
| >> |
Board Resolution for Conversion of Shares into Stock |
339
| >> |
General Meeting Ordinary Resolution for Conversion of Fully Paid-Up Shares into Stock |
339
| >> |
Board Resolution for Sub-Division of Share Capital |
340
| >> |
General Meeting Ordinary Resolution for Sub-Division of Share Capital |
340
| >> |
Board Resolution for Cancellation of Shares |
341
| >> |
General Meeting Ordinary Resolution for Cancelling the Shares Not Taken Up |
342
| >> |
General Meeting Special Resolution for Making Provision of Money for Acquisition of Shares by ESOP Trust for Implementation of ESOP Scheme |
342
| >> |
General Meeting Ordinary Resolution for Alteration of Share Capital |
343
| >> |
Board Resolution for Issue, Sealing and Signing of Share Certificates |
344
| >> |
Board Resolution for Renewal of Share Certcificate |
345
| >> |
Board Resolution for Issue of Duplicate Share Certificate in Case of Loss of Original |
345
| >> |
Board Resolution for Destruction of Cancelled Share Certificates |
345
| >> |
Board Resolution for Buy-Back of Equity Shares Upto 10% of Paid Up Capital of the Listed Company |
345
| >> |
Board Resolution for Buy-Back of Equity Shares Upto 10% of the Paid Up Capital of the Private or Unlisted Public Company |
346
| >> |
General Meeting Special Resolution for Buy-Back of Equity Shares by Private and Unlisted Public Companies |
346
| >> |
Board Resolution for Issue of Debentures |
349
| >> |
C. ANNEXURE |
349
| >> |
List of Forms |
349
| >> |
6. Allotment of Securities and Registered Valuers |
351
| >> |
Securities -- Connotation of |
351
| >> |
Mode of issuance of securities |
351
| >> |
Powers of Securities and Exchange Board of India |
352
| >> |
Public offer |
353
| >> |
Meaning of 'prospectus' and 'abridged prospectus' |
353
| >> |
General provisions as to prospectus |
353
| >> |
Authority for issuance of prospectus |
353
| >> |
Deemed prospectus or offer for sale document |
354
| >> |
-- Matters to be stated and reports to be set out in deemed prospectus |
354
| >> |
-- Signing of documents |
354
| >> |
Offer of sale of shares by certain existing members of company |
354
| >> |
-- Applicability of provisions as to prospectus |
354
| >> |
-- Expenses of the offer |
355
| >> |
Matters to be stated and reports to be set out in prospectus |
355
| >> |
Inclusion of expert's statement in prospectus |
355
| >> |
Particulars to be stated on the face of prospectus |
356
| >> |
Dating of prospectus |
356
| >> |
Filing of copy of prospectus with the Registrar |
356
| >> |
Validity of prospectus |
356
| >> |
Consequences of contravention of provisions of section 26 |
356
| >> |
Variation of terms of contract or objects mentioned in prospectus |
356
| >> |
Shelf prospectus |
357
| >> |
-- Filing of shelf prospectus |
357
| >> |
-- Validity period of shelf prospectus |
357
| >> |
-- Filing of information memorandum |
357
| >> |
-- Refund of monies received as subscription in advance |
358
| >> |
-- Information memorandum together with shelf prospectus be treated as prospectus |
358
| >> |
Red herring prospectus |
358
| >> |
Abridged prospectus |
359
| >> |
Furnishing of copy of prospectus to public on request |
359
| >> |
Liability for mis-statements in prospectus |
359
| >> |
-- Criminal liability for mis-statements in prospectus |
359
| >> |
-- Civil liability for mis-statements in prospectus |
360
| >> |
-- Punishment for fraudulently inducing persons to invest money |
361
| >> |
-- Punishment for fraud under section 447 |
361
| >> |
Remedy against mis-representation or class action suits |
361
| >> |
Newspaper advertisements of prospectus |
362
| >> |
Punishment for personation for acquisition, etc., of securities |
362
| >> |
-- Person who shall be punishable |
362
| >> |
Meaning of allotment of securities |
362
| >> |
Regulatory framework in connection with issuance and allotment |
362
| >> |
No allotment of securities to be made without receipt of minimum subscription |
362
| >> |
Refund of application money and penalty in case of default |
363
| >> |
Return of allotment |
363
| >> |
Requirement of listing of securities offered to public |
364
| >> |
-- Filing of application to recognised stock exchange |
364
| >> |
-- Mention the name(s) of stock exchange(s) in prospectus |
366
| >> |
-- Mandatory application for listing in certain circumstances |
366
| >> |
-- Requirements as regards articles of association |
366
| >> |
-- Minimum public offer |
367
| >> |
-- Conditions precedent to submission of application for listing by Stock Exchange |
367
| >> |
-- Suspension or withdrawal of admission for dealing in securities |
370
| >> |
-- Restoration or re-admission to dealing in securities |
370
| >> |
-- Waiver or relaxation of listing requirements |
370
| >> |
-- Appeal against refusal of stock exchanges to list securities of public companies |
370
| >> |
-- Appeal to Securities Appellate Tribunal against decision of recognised stock exchange |
371
| >> |
-- Application moneys to be kept in a separate bank account and conditions for utilisation |
372
| >> |
-- Waiver of compliance requirements not permissible |
372
| >> |
-- Penalty for non-compliance |
372
| >> |
-- Applications Supported by Blocked Amount (ASBA) facility |
372
| >> |
-- Issue requirements |
373
| >> |
-- Opening of the issue |
374
| >> |
-- Book building process |
374
| >> |
-- Uniform procedure for dealing with unclaimed shares by a listed company |
376
| >> |
Offer or Invitation of Securities on Private Placement Basis |
377
| >> |
-- Private Placement -- Meaning of |
377
| >> |
-- Number of persons to whom offer can be privately placed |
377
| >> |
-- Private placement no longer where offer made to more persons than prescribed |
378
| >> |
-- Conditions of issuing securities on private placement basis |
378
| >> |
-- Mode of receipt of application money |
380
| >> |
-- Right of renunciation |
380
| >> |
-- Application money to be kept in separate bank account |
380
| >> |
-- Allotment of securities offered for subscription under private placement |
380
| >> |
-- Filing of return of allotment |
380
| >> |
-- Restriction to utilise application monies |
381
| >> |
-- Consequences of non-compliance of provisions of private placement |
381
| >> |
Valuer eligible for valuation of securities |
381
| >> |
-- Applicability of the Companies (Registered Valuers and Valuation) Rules, 2017 |
382
| >> |
-- Valuation to be done by the registered valuer only |
382
| >> |
-- Valuation required by registered valuer under the Companies Act, 2013 |
382
| >> |
-- Eligibility for becoming registered valuers |
383
| >> |
-- Qualifications and experience |
384
| >> |
-- Application for certificate of registration |
384
| >> |
-- Duties and responsibilities of valuer |
385
| >> |
-- Conditions of registration |
386
| >> |
-- Conduct of valuation |
386
| >> |
-- Temporary surrender |
387
| >> |
-- Punishment for contravention |
387
| >> |
-- Punishment for false statement |
388
| >> |
A. SECRETARIAL PRACTICE |
388
| >> |
Procedure for Allotment of Securities |
388
| >> |
Procedure for Offering Securities Under Private Placement |
390
| >> |
B. SPECIMEN FORMATS |
391
| >> |
Board Resolution for Issue of Draft Prospectus |
391
| >> |
General Meeting Special Resolution for Variation of Terms of Contracts Mentioned in Prospectus |
392
| >> |
Board Resolution for Approval of Prospectus |
392
| >> |
Board Resolution for Issue of Draft Offer for Sale Document (Deemed Prospectus) |
393
| >> |
Board Resolution for Approval of Offer for Sale Document (Deemed Prospectus) |
393
| >> |
Board Resolution for Issue of Shelf Prospectus |
393
| >> |
Board Resolution for Approval of Information Memorandum |
394
| >> |
Board Resolution for Issue of Red Herring Prospectus |
394
| >> |
Board Resolution for Repayment of Share Application Money As Per Section 39(3) |
394
| >> |
Board Resolution for Making Allotments in Case of Receipt of Minimum Subscription |
395
| >> |
Board Resolution for Approval of Issue of Non-Convertible Debentures on Private Placement Basis |
395
| >> |
Special Resolution for Approval of Issue of Non-Convertible Debentures on Private Placement Basis |
396
| >> |
Board Resolution for Making Allotments of Non-Convertible Debentures |
396
| >> |
C. ANNEXURES |
396
| >> |
List of Forms |
396
| >> |
Model Code of Conduct for Registered Valuers |
397
| >> |
Procedure for Listing of Securities at the Stock Exchange |
399
| >> |
7. Directors and Managerial Personnel |
401
| >> |
Definition of director and Board of Directors |
401
| >> |
Only an individual is eligible to become a director |
401
| >> |
Number of directors |
401
| >> |
Types of directors |
402
| >> |
-- First directors |
402
| >> |
-- Permanent directors and retiring directors |
402
| >> |
-- Executive and non-executive directors |
402
| >> |
-- Additional directors |
402
| >> |
-- Alternate directors |
402
| >> |
-- Director appointed for filling casual vacancy |
403
| >> |
-- Professional director |
403
| >> |
-- Nominee directors |
403
| >> |
-- Whole-time director |
403
| >> |
-- Managing director |
403
| >> |
-- Manager |
403
| >> |
-- Chairman director |
404
| >> |
-- Secretary-cum-director |
404
| >> |
-- Small shareholder director |
404
| >> |
-- Woman director |
404
| >> |
-- Resident director |
404
| >> |
-- Foreign director |
405
| >> |
-- Independent director |
405
| >> |
Composition of Board of Directors of a listed company |
406
| >> |
-- Requirement as to independent directors |
407
| >> |
-- Validity of directorship on attaining age of seventy five |
407
| >> |
-- Chairperson of the Board w.e.f. 1-4-2022 |
407
| >> |
Qualifications of directors |
407
| >> |
-- Grounds of disqualifications of a director |
407
| >> |
-- Additional grounds of disqualifications |
409
| >> |
-- Effect of certain disqualifications |
409
| >> |
-- Notice of disqualification |
409
| >> |
-- Rectification of defect by defaulting companies |
409
| >> |
-- Removal of disqualification |
409
| >> |
-- Director to furnish declaration as to his non-disqualification |
409
| >> |
-- Vacation of office of director on the ground of disqualification |
409
| >> |
-- Limit of directorships |
409
| >> |
-- Penalty |
410
| >> |
Requirement of Director Identification Number |
411
| >> |
-- Meaning of DIN |
411
| >> |
-- Application for obtaining DIN |
411
| >> |
-- Allotment of DIN |
412
| >> |
-- Director to intimate Director Identification Number to the company |
414
| >> |
-- Company to inform DIN to Registrar |
414
| >> |
-- Intimation of DIN for KYC of Directors to Central Government |
415
| >> |
-- Obligation to indicate DIN in return, etc. |
415
| >> |
-- Prohibition to obtain more than one Director Identification Number |
415
| >> |
-- Intimation of changes in particulars of directors |
415
| >> |
-- Penalty for contravention of provisions of sections 152, 155 and 156 |
416
| >> |
-- Cancellation, surrender or deactivation of DIN |
416
| >> |
Powers of Board of Directors |
417
| >> |
-- General powers of Board |
417
| >> |
-- Powers exercisable only at Board meetings |
417
| >> |
-- Powers to be exercised with consent of general meeting |
419
| >> |
Duties of Directors |
421
| >> |
-- General duties |
422
| >> |
-- Statutory duties |
423
| >> |
Liabilities of directors |
424
| >> |
-- Liability for breach of warranty |
424
| >> |
-- Liability of director as a guarantor to company's debts |
425
| >> |
-- Liability for torts of company |
425
| >> |
-- Liability in case of statutory violations by company |
425
| >> |
-- Liability for ultra vires acts |
427
| >> |
-- Liability in case of contempt of court |
427
| >> |
-- Liability in case of personal profits |
427
| >> |
-- Liability for the acts of co-director |
427
| >> |
-- Liability of director of a private company in liquidation |
427
| >> |
-- Liability towards company after cessation of office of director |
428
| >> |
Appointment of directors |
428
| >> |
Appointment of first directors |
428
| >> |
-- Applicability of section 152(1) |
429
| >> |
-- Tenure of first directors being subscribers to memorandum |
429
| >> |
-- Regulations of model articles |
429
| >> |
-- Details of first directors to be submitted for incorporation of company |
429
| >> |
Appointment of additional director |
429
| >> |
-- Condition precedent for appointment of additional directors |
429
| >> |
-- Articles not empowering Board of Directors of company to appoint additional directors |
430
| >> |
-- Term of additional director |
430
| >> |
-- Appointment of additional director by general meeting |
430
| >> |
-- Appointment of additional director when the number of directors is reduced to one |
430
| >> |
Appointment of alternate director |
431
| >> |
-- Only an independent director can be appointed as an alternate director to an independent director |
431
| >> |
-- Period of office of alternate director |
431
| >> |
-- Automatic reappointment provision does not apply to alternate director |
431
| >> |
-- Mode of appointment of alternate director |
432
| >> |
-- Alternate directorship also to be counted for the ceiling as to number of directorships |
432
| >> |
-- Filing of e-forms with concerned Registrar of Companies |
432
| >> |
Appointment of Nominee director (Nomination by third party) |
432
| >> |
Appointment of directors to fill up casual vacancy |
432
| >> |
-- Period up to which director appointed to fill up casual vacancy shall hold office |
432
| >> |
-- As to filling up of casual vacancy |
432
| >> |
-- Board's whether empowered to fill up casual vacancies |
433
| >> |
Appointment of small shareholders' director in listed company |
433
| >> |
Appointment of independent director |
434
| >> |
-- Meaning of independent director |
435
| >> |
-- Declaration as to meeting of criteria of independence as specified in section 149(6) |
436
| >> |
-- Maintenance of databank of independent directors and manner of selection of independent directors |
436
| >> |
-- Requirement of approval of company in general meeting |
438
| >> |
-- Independent director and company are bound to follow the provisions of Schedule IV |
438
| >> |
-- Remuneration of independent director |
438
| >> |
-- Tenure of independent director |
439
| >> |
-- Liability with respect to the acts of the company |
439
| >> |
-- Independent director not liable to retire by rotation |
439
| >> |
-- Position of section 8 company |
439
| >> |
-- SEBI provisions relating to independent director |
439
| >> |
Appointment by shareholders in general meeting |
441
| >> |
Appointment of director by Tribunal |
441
| >> |
Consent to act as directors |
441
| >> |
Candidature of a person for directorship |
442
| >> |
-- Eligibility |
442
| >> |
-- Directors not retiring by rotation |
442
| >> |
-- Information to members about candidature |
442
| >> |
-- Position of section 8 companies |
443
| >> |
-- Position of private company |
443
| >> |
-- Position of Government Company |
443
| >> |
Resolution for appointment of directors |
443
| >> |
-- Resolution in contravention of section 162(1) |
443
| >> |
-- Position of private company |
443
| >> |
-- Position of Government company |
443
| >> |
Proportional representation system for appointment of directors |
444
| >> |
Defects in appointment of directors not to invalidate the actions taken |
444
| >> |
Filing of return containing particulars of appointment of directors and KMP |
444
| >> |
Remuneration to directors |
445
| >> |
-- Mode of payment of remuneration |
445
| >> |
-- Cap on total managerial remuneration |
445
| >> |
-- Percentage of ceiling on the remuneration of ordinary directors in case of profits |
445
| >> |
-- Non-inclusion of sitting fee in ceiling limits |
446
| >> |
-- Determination of remuneration |
446
| >> |
-- Sitting fees to directors |
447
| >> |
-- Refund of sum received in excess of limits |
447
| >> |
-- Disclosure requirement for listed companies |
447
| >> |
-- Penalty |
448
| >> |
-- Applicability of provisions to Government company and Specified IFSC company |
448
| >> |
-- Remuneration to directors of a private company |
448
| >> |
-- Calculation of net profits under section 198 |
448
| >> |
Retirement of directors by rotation |
450
| >> |
-- Ascertainment of directors retiring by rotation in case of public company |
450
| >> |
-- Who shall retire first |
450
| >> |
-- Retirement of director(s) in case of other companies than public companies |
450
| >> |
-- Filling up of vacancy created by retirement of directors by rotation |
451
| >> |
Vacation of office |
452
| >> |
-- Grounds of vacation of office |
452
| >> |
-- Additional grounds of vacation of office |
452
| >> |
-- Appointment of directors by the promoter/Central Government in case of vacation of offices by all the directors |
452
| >> |
-- Filing of information with the Registrar on vacation of office of a director |
453
| >> |
-- Punishment for contravention of provisions |
453
| >> |
-- Vacation of office on the ground of absentism from the Board meetings |
453
| >> |
Removal of directors |
453
| >> |
-- Passing of ordinary resolution |
453
| >> |
-- Requirements as to special notice |
454
| >> |
-- Sending copy of notice to directors |
454
| >> |
-- Sending or reading out of representation of director |
454
| >> |
-- Power of Tribunal as to non reading or non sending of representations |
454
| >> |
-- Filling up of vacancy caused by removal of director |
454
| >> |
-- Entitlement as to compensation or damages on removal |
455
| >> |
-- Removal of director by the Tribunal |
455
| >> |
Resignation of a director |
455
| >> |
-- Action to be taken on receipt of notice |
455
| >> |
-- Intimation to Registrar by director about resignation |
455
| >> |
-- When resignation takes effect |
456
| >> |
-- Liability of resigning director |
456
| >> |
-- Appointment of directors by promoter/Central Government in case of resignation by all directors |
456
| >> |
Key Managerial Personnel |
456
| >> |
-- Requirement of appointment of whole time key managerial personnel |
457
| >> |
-- Chairman and Managing Director or CEO at the same time |
457
| >> |
-- Appointment of managerial personnel |
457
| >> |
-- Appointment of managing director or whole time director or manager of listed company and public company without approval of Central Government |
458
| >> |
-- Appointment of managing director or whole time director or manager of listed company and public company with the Central Government's approval |
460
| >> |
-- Appointment of managerial personnel in case of private company |
461
| >> |
-- Filing of return with Registrar and other disclosure requirements |
461
| >> |
-- Contract of employment with managing director or whole time director |
461
| >> |
-- Holding of office of KMP in more than one company |
462
| >> |
-- Casual vacancy to be filled by the Board of directors |
462
| >> |
-- Prohibition on assignment of office |
462
| >> |
-- Compensation for loss of office of MD or WTD or manager |
463
| >> |
-- Exemption to certain key managerial personnel of Government company |
463
| >> |
-- Punishment for contravention |
463
| >> |
-- Authentication of documents, proceedings and contracts |
463
| >> |
-- Functions and duties of Company Secretary |
463
| >> |
-- Remuneration to managerial personnel |
464
| >> |
-- Company to consider certain things while according its approval for appointment and remuneration of managerial personnel |
466
| >> |
-- Obligations with respect to Board of Directors and senior management as per SEBI (LODR) Regulations, 2015 |
467
| >> |
Maintenance of register of directors and key managerial personnel |
467
| >> |
Disclosure of interests by director |
468
| >> |
-- Disclosure of interest in any company or body corporate, etc. |
468
| >> |
-- Disclosure of interest in contract or arrangement |
468
| >> |
-- Effect on contract or arrangement on failure to disclose interest |
469
| >> |
-- Contracts or arrangements not covered by section 184 |
469
| >> |
-- Consequences of non-disclosure of interest |
469
| >> |
-- Position of section 8 companies |
469
| >> |
-- Register of contract or arrangement to be kept by company in which directors are interested |
470
| >> |
Loan to directors and provision of guarantee or security by company |
470
| >> |
-- Prohibition on advancing loans, etc. to directors of company and other related persons |
470
| >> |
-- Conditions on which loans, etc. given to certain category of persons |
470
| >> |
-- Persons in whom director of company is interested |
471
| >> |
-- Non-applicability of provisions of section 185 |
471
| >> |
-- Cases where section 185 becomes wholly exempted for private companies |
471
| >> |
-- Consequences of contravention of provisions of section 185 |
472
| >> |
Related Party Transactions |
472
| >> |
-- Definition of related party |
472
| >> |
-- Requirement as to Board of directors' approval |
474
| >> |
-- Requirement of members' approval |
475
| >> |
-- Non-applicability of section 188 |
477
| >> |
-- Contract voidable if approval of Board/member is not taken |
477
| >> |
-- Disclosure in the Board's report |
478
| >> |
-- Penalty for contravention of provisions of section 188 |
478
| >> |
-- Restriction on non cash transactions involving directors |
478
| >> |
-- Contract by one person company with its sole member-director |
478
| >> |
-- Related Party transactions in case of listed company [Regulation 23] |
479
| >> |
Punishment where no specific punishment is provided |
480
| >> |
A. SECRETARIAL PRACTICE |
480
| >> |
Procedure for Appointment of First Director(s) |
480
| >> |
Procedure for Appointment of Additional Director |
481
| >> |
Procedure for Appointment of Alternate Director |
482
| >> |
Procedure for Appointment of Nominee Director |
483
| >> |
Procedure for Appointment of Director to Fill Casual Vacancy |
484
| >> |
Procedure for Appointment of Small Shareholders' Director in Case of a Listed Company |
485
| >> |
Procedure for Appointment of Independent Director |
486
| >> |
Procedure for Appointment of a Person Proposed as a Candidate for the Office of Director |
488
| >> |
Procedure for Appointment of Directors by Proportional Representation |
490
| >> |
Procedure for Appointment of Director in Place of Director Retiring by Rotation |
491
| >> |
Procedure for Vacation of Office of Director |
493
| >> |
Procedure for Removal of Directors by Shareholders |
494
| >> |
Procedure for Related Party Transactions |
495
| >> |
Procedure for Appointment of Managing Director/Whole Time Director/Manager |
497
| >> |
Procedure for Appointment of Managing Director Who is Already Managing Director or Manager of Another Company |
500
| >> |
B. SPECIMEN FORMATS |
501
| >> |
Specimen Board Resolution for Delegation of Borrowing Powers of the Board |
501
| >> |
Board Resolution for Delegation of Powers to Invest Funds |
502
| >> |
Board Resolution for Approval of Financial Statement |
502
| >> |
Board Resolution for Approval of Board's Report |
502
| >> |
Board Resolution for Sale or Disposal of the Undertaking |
502
| >> |
General Meeting Special Resolution for Disposal of Substantially the Whole of the Undertaking or Any Assets of a Division |
503
| >> |
Board Resolution for Investment of Compensation Money Otherwise than in Trust Securities |
504
| >> |
General Meeting Special Resolution for Investment of Compensation Money Otherwise than in Trust Securities |
504
| >> |
Board Resolution for Obtaining Loan Facility from the Bank |
505
| >> |
General Meeting Special Resolution for Granting Authority to Director for Borrowing in Excess of Paid Up Capital, Free Reserves and Securities Premium |
505
| >> |
Board Resolution for Extending the Time Limit for Repayment of Debt Due from a Director |
506
| >> |
General Meeting Special Resolution to Extend the Time Limit for Repayment of Debts Due by a Director |
507
| >> |
General Meeting Ordinary Resolution to Make Contribution to Specific Charitable Funds |
507
| >> |
Board Resolution for Deeming Subscriber to the Memorandum of Association as First Director Under Section 152(1) |
508
| >> |
Board Resolution for Appointment of Additional Director Under Section 161(1) |
508
| >> |
General Meeting Ordinary Resolution for Appointment of Additional Director as an Ordinary Director |
509
| >> |
Board Resolution for Appointment of an Alternate Director Under Section 161(2) |
509
| >> |
General Meeting Ordinary Resolution for Authorising Board of Directors for Appointment of Alternate Director |
510
| >> |
Board Resolution to Appoint Nominee Director Under Section 161(3) |
511
| >> |
Board Resolution for Filling Up of Casual Vacancy by Board Under Section 161(4) |
511
| >> |
Board Resolution for Appointment of Small Shareholders Directors |
512
| >> |
General Meeting Ordinary Resolution for Appointment of Independent Director |
512
| >> |
General Meeting Ordinary Resolution for Appointment of a Person as Director Who has Offered His Candidature Under Section 160 |
513
| >> |
General Meeting Special Resolution for Payment of Remuneration to Ordinary Directors in Excess of the Prescribed Limits Under Second Proviso to Section 197 |
514
| >> |
General Meeting Ordinary Resolution for Increasing the Overall Ceiling Limit of Total Remuneration |
515
| >> |
Annual General Meeting Resolution for Re-appointment of Director Retiring by Rotation |
515
| >> |
Annual General Meeting Resolution for Appointment of Another Director in Place of a Retiring Director |
516
| >> |
Annual General Meeting Resolution for Not Filling Vacancy in the Office of Director |
516
| >> |
Board Resolution for Vacation of Office by Director on Account of Incurring Disqualification Under Section 164 |
516
| >> |
Board Resolution for Vacation of Office by Director Due to Non-attendance of Board Meetings |
516
| >> |
Board Resolution for Vacation of Office by Director for Contravening Section 184 |
517
| >> |
Board Resolution for Vacation of Office by Director on Being Disqualified by an Order of Court or the Tribunal |
517
| >> |
Board Resolution for Vacation of Office by the Director on Being Convicted for Offence |
517
| >> |
Board Resolution for Vacation of Office by Director on Termination of Employment of Holding Company |
518
| >> |
Board Resolution to Grant Leave of Absence to Director |
518
| >> |
SPECIMEN Notice by the Members for Removal of Director |
518
| >> |
Notice to Director for Intimating the Intended Resolution to be Passed for His Removal |
519
| >> |
Representation Letter by Concerned Director Against His Removal |
519
| >> |
General Meeting Ordinary Resolution for Removing a Director and Appointment of Another in His Place |
520
| >> |
Board Resolution for Taking Note of Resignation of Director |
520
| >> |
Notice of Resignation from Directorship to the Company |
521
| >> |
Board Resolution for Appointment of a Person as Managing Director Who is Also a Managing Director of Another Company |
521
| >> |
Board Resolution for Appointment of Managing Director/Whole Time Director/Manager Without the Approval of Central Government |
522
| >> |
General Meeting Ordinary Resolution for Appointment of Managing/Whole-Time Director/Manager Without Central Government's Approval |
522
| >> |
Board Resolution for Appointment of Managing Director/Whole Time Director/Manager With the Approval of the Central Government |
523
| >> |
General Meeting Ordinary Resolution for Appointment of Managing Director/Whole-Time Director With the Permission of Central Government |
524
| >> |
General Meeting Special Resolution for Appointment of Managing Director/Whole-Time Director/Manager Aged Above 70 Years |
525
| >> |
Board Resolution for Appointment of Company Secretary as Key Managerial Personnel |
525
| >> |
Board Resolution for Appointment of Chief Executive Officer as Key Managerial Personnel |
526
| >> |
Board Resolution for Appointment of Chief Financial Officer as Key Managerial Personnel |
526
| >> |
Board Resolution for Payment of Minimum Remuneration to Managing Director/Whole Time Director/Manager in Case of Inadequate or No Profits |
527
| >> |
General Meeting Special Resolution for Payment of Minimum Remuneration in Case of Inadequate or No Profits |
527
| >> |
Board Resolution for Making Loans to Whole Time Director |
529
| >> |
Board Resolution for Disclosure of Interest or Concern of Director in Any Company or Bodies Corporate, Etc. |
530
| >> |
Board Resolution for Disclosure of Direct or Indirect Concern or Interest of Director in Any Contract or Arrangement |
530
| >> |
Board Resolution for Granting Approval to Enter into Contract With a Related Party |
531
| >> |
General Meeting Ordinary Resolution for Granting Approval to Enter into Contract With a Related Party |
531
| >> |
C. ANNEXURES |
531
| >> |
List of Forms |
531
| >> |
Schedule IV -- Code for Independent Directors |
533
| >> |
Schedule V |
536
| >> |
Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020 |
543
| >> |
-- Notification G.S.R. 774(E), dated 18-12-2020 [F. No. 8/4/2018-CL-I- Part I] |
543
| >> |
8.Committees of Board |
545
| >> |
Audit Committee |
545
| >> |
-- Connotation of Audit Committee |
545
| >> |
-- Companies required to constitute Audit Committee |
545
| >> |
-- Composition of Audit Committee |
546
| >> |
-- Functions of Audit Committee |
546
| >> |
-- Omnibus approval by Audit committee for related party transactions |
547
| >> |
-- Role of Audit committee as per SEBI (LODR) Regulations |
548
| >> |
-- Powers of the Audit Committee |
550
| >> |
-- Meeting of the Audit Committee |
550
| >> |
-- Participation in the meetings of Audit Committee |
551
| >> |
-- Vigil mechanism for directors and employees |
551
| >> |
-- Provisions under SS-1 |
551
| >> |
Nomination and Remuneration Committee |
551
| >> |
-- Companies required to constitute Nomination and Remuneration Committee |
552
| >> |
-- Composition of Nomination and Remuneration Committee |
552
| >> |
-- Functions of Nomination and Remuneration Committee |
552
| >> |
-- Role of Nomination and Remuneration committee as per SEBI (LODR) Regulations |
553
| >> |
-- Right to attend general meetings of the company |
554
| >> |
-- Quorum for meeting of the committee of listed entity |
554
| >> |
Stakeholders Relationship Committee |
554
| >> |
-- Companies required to constitute stakeholders relationship committee |
554
| >> |
-- Composition of stakeholders relationship committee |
554
| >> |
-- Functions of stakeholders relationship committee |
554
| >> |
-- Right to attend general meetings of the company |
555
| >> |
-- Punishment for contravention of sections 177 and 178 |
555
| >> |
Corporate Social Responsibility Committee |
555
| >> |
-- Companies required to constitute CSR Committee |
555
| >> |
-- Composition of CSR Committee |
556
| >> |
-- Functions of CSR Committee |
556
| >> |
Risk Management Committee |
556
| >> |
-- Companies required to constitute risk management committee |
556
| >> |
-- Composition of risk management committee |
556
| >> |
-- Functions of risk management committee |
557
| >> |
Other types of committees |
557
| >> |
SPECIMEN FORMATS |
557
| >> |
Board Resolution for Constitution of Audit Committee |
557
| >> |
Board Resolution for Constitution of Nomination and Remuneration Committee |
557
| >> |
Board Resolution for Constitution of Stakeholders Relationship Committee |
558
| >> |
Board Resolution for Constitution of Corporate Social Responsibility Committee |
558
| >> |
9.Company Meetings |
559
| >> |
Significance of company meetings |
559
| >> |
Pre-requisites of a valid meeting |
559
| >> |
Kinds of company meetings |
560
| >> |
Special measures under the Companies Act, 2013 in view of COVID-19 outbreak |
560
| >> |
I. Meetings of Board and Its Committees |
561
| >> |
Compliance of Secretarial Standard on Board meeting |
561
| >> |
Frequency of the Board meetings |
561
| >> |
-- Board meetings in the year of incorporation of company |
561
| >> |
-- Board meetings in subsequent years |
561
| >> |
-- Power of Central Government to exempt from or modify application of section 173(1) |
562
| >> |
-- Exemptions to small, dormant and OPC to have requirements for two meetings in a calendar year only |
562
| >> |
-- Exemptions to a section 8 company to have only one meeting in every six months |
562
| >> |
-- Contravention of section 173(1) |
562
| >> |
Notice of Board meeting |
563
| >> |
-- Entitlement to notice of Board meetings |
563
| >> |
-- Responsibility to issue notice of Board meetings |
563
| >> |
-- Time period for sending notice of Board meetings |
563
| >> |
-- Board meetings at shorter notice |
563
| >> |
-- Mode of sending notice of Board meetings |
564
| >> |
-- Contents of notice of Board meetings |
564
| >> |
-- Mandatory requirement to give notice of Board meetings |
564
| >> |
-- Penalty for default in sending notice of Board meetings |
564
| >> |
-- Improper notice and consequences thereof |
565
| >> |
-- Notice of adjourned Board meetings |
565
| >> |
Prior intimations of Board meeting by the listed entity |
565
| >> |
-- Prior intimation of corporate actions |
565
| >> |
-- Prior intimation of financial results |
565
| >> |
-- Prior intimation of alteration |
565
| >> |
Agenda for Board meeting |
566
| >> |
-- Entitlement to agenda of Board meetings |
566
| >> |
-- Time limit for sending agenda |
566
| >> |
-- Sending agenda at shorter period of time |
566
| >> |
-- Mode of sending agenda and notes on agenda of Board meetings |
566
| >> |
-- Time period for maintaining proof of sending |
567
| >> |
-- Sending of agenda papers to original director also in case alternate director being appointed |
567
| >> |
-- Notes on items of business in the nature of unpublished price sensitive information |
567
| >> |
-- Supplementary notes on agenda items |
567
| >> |
-- Details of items of business requiring approval at the meeting |
568
| >> |
-- Items of business to be serially numbered |
568
| >> |
-- Transaction of items of business not specified in agenda |
568
| >> |
Authority to convene Board meetings |
568
| >> |
Quorum of Board meeting |
568
| >> |
-- Requisite quorum of Board meetings |
568
| >> |
-- Quorum shall not consist of interested director |
569
| >> |
-- Quorum reduced below statutory limit due to vacancy in Board |
569
| >> |
-- Quorum where number of interested directors exceeds or is equal to two thirds of the total strength |
569
| >> |
-- Import of the expression 'total strength' |
570
| >> |
-- Participation of directors through electronic mode |
570
| >> |
-- Time of quorum |
570
| >> |
-- Adjournment of meeting for want of quorum |
570
| >> |
-- Quorum for meetings of Committees |
570
| >> |
Appointment of Chairman of Board Meetings |
571
| >> |
-- Duty of Chairman to conduct meeting |
571
| >> |
-- Chairman interested in items of business transacted at meeting |
571
| >> |
-- Safeguarding integrity of meeting where directors participated through electronic mode |
571
| >> |
-- Casting vote of Chairman |
572
| >> |
Attendance of directors at Board meetings |
572
| >> |
-- Manner of maintaining attendance register |
572
| >> |
-- Contents of attendance register |
572
| >> |
-- Signature on attendance register |
572
| >> |
-- Place of keeping attendance register |
573
| >> |
-- Inspection of attendance register |
573
| >> |
-- Preservation of attendance register |
573
| >> |
-- Custody |
573
| >> |
Leave of absence |
573
| >> |
Time, day and place of Board meetings |
573
| >> |
-- Time of holding Board meetings |
573
| >> |
-- Day for holding Board meetings |
574
| >> |
-- Place of holding Board meetings |
574
| >> |
-- Provisions in Articles of Association |
574
| >> |
Serial number of Board meeting |
574
| >> |
Proxy not to be appointed by director for Board meetings |
574
| >> |
Appointment of observer for Board meetings |
574
| >> |
Resolutions at Board meetings |
575
| >> |
-- Resolutions to be passed with consent of all directors present at the meeting |
575
| >> |
-- Passing of resolution by circulation |
576
| >> |
-- Resolutions which are usually passed at first Board meeting |
580
| >> |
-- Resolutions passed at subsequent Board meetings |
580
| >> |
Minutes of Board meetings |
581
| >> |
-- Meaning of minutes |
581
| >> |
-- Classification of minutes |
581
| >> |
-- Guidelines for drafting minutes of Board meetings |
582
| >> |
-- Requirement as to keeping minutes of Board meeting |
582
| >> |
-- Requirement as to minutes in case of adjourned meeting |
583
| >> |
-- Minutes books to be consecutively numbered |
583
| >> |
-- Contents of minutes of Board meetings |
583
| >> |
-- Recording of minutes |
585
| >> |
-- Finalisation of minutes |
586
| >> |
-- Place of keeping minutes |
587
| >> |
-- Signing and dating of minutes |
587
| >> |
-- Minutes to be evidence of proceedings of a meetings |
587
| >> |
-- Meetings deemed to be called and held |
587
| >> |
-- Alteration in minutes |
588
| >> |
-- Penalty for default in adherence to provisions of section 118 |
588
| >> |
-- Penalty for tampering with the minutes of any meeting |
588
| >> |
-- Preservation of minutes of meeting |
588
| >> |
-- Inspection and extracts of minutes |
588
| >> |
Dissolution and cancellation of Board meeting |
589
| >> |
-- Dissolution of meeting |
589
| >> |
-- Cancellation of meeting |
589
| >> |
Participation of directors in meetings through electronic mode |
589
| >> |
-- Responsibility of Chairperson and Company Secretary regarding meeting held through electronic mode |
590
| >> |
-- Allowing person to accompany differently abled person in meeting |
590
| >> |
-- Notice of meeting |
590
| >> |
-- Intimation for attending the meeting through video conferencing |
591
| >> |
-- Time period for conveying the intimation |
591
| >> |
-- Contents of notice |
591
| >> |
-- Roll call at the commencement of meeting |
591
| >> |
-- Quorum at the meeting held through video conferencing |
592
| >> |
-- Place of the meeting conducted through video conferencing |
592
| >> |
-- Keeping and signing of statutory registers of meeting |
592
| >> |
-- Identification of director before speaking on items of business |
592
| >> |
-- Objection on any motion and voting thereon |
592
| >> |
-- Access of other persons denied at the place of meeting |
593
| >> |
-- Summary of decisions taken at meeting |
593
| >> |
-- Minutes of meeting held through video conferencing |
593
| >> |
-- Matters not to be dealt with through video conferencing or other audio visual means |
593
| >> |
II. General Meetings |
594
| >> |
Adherence to Secretarial Standard on general meetings |
594
| >> |
Convening and conduct of annual general meetings |
595
| >> |
-- Authority to convene annual general meetings |
595
| >> |
-- Holding of annual general meeting |
595
| >> |
-- Date, time and place for holding an annual general meeting |
596
| >> |
Special provisions in case of one person company |
597
| >> |
Power of the Tribunal to call AGM |
598
| >> |
-- Calling of AGM by the Tribunal only on application of member |
598
| >> |
-- Overriding power |
598
| >> |
-- Consequence of default in complying with section 96 |
598
| >> |
-- Giving of ancillary or consequential directions by Tribunal |
598
| >> |
-- Application for calling or obtaining a direction to call annual general meeting |
598
| >> |
-- Direction of Tribunal regarding single member meeting |
599
| >> |
-- Meeting called by Tribunal is deemed to be AGM of the company |
599
| >> |
Penalty for default complying with section 96 or 97 |
599
| >> |
Conduct of extra ordinary general meetings |
599
| >> |
-- Calling and holding of EGM |
600
| >> |
-- Time, day and place for holding EGM |
602
| >> |
Class meetings |
603
| >> |
-- Variation of shareholder's rights |
603
| >> |
-- Rights of dissenting shareholders |
603
| >> |
Types of resolutions |
604
| >> |
-- Ordinary resolutions |
604
| >> |
-- Special resolutions |
605
| >> |
-- Resolution requiring special notice |
605
| >> |
-- Entitlement of members w.r.t. giving special notice and signing the notice |
606
| >> |
-- Time limit of sending special notice |
606
| >> |
-- Sending special notice by company to its members |
606
| >> |
-- Publication of notice in newspapers |
606
| >> |
-- Resolutions requiring special notice |
606
| >> |
Registration of certain resolutions and agreements [Section 117] |
607
| >> |
-- Filing of resolutions and agreements with Registrar of Companies |
607
| >> |
-- Resolutions and agreements requiring registration |
607
| >> |
-- Requirement of filing explanatory statement with copies of resolutions |
608
| >> |
-- Time period of filing of resolutions and agreements |
608
| >> |
-- Penalty for non-compliance |
608
| >> |
-- Resolutions or agreements to be annexed to the Articles |
608
| >> |
Passing of resolutions by postal ballot |
609
| >> |
-- Items of business required to be transacted through postal ballot system |
609
| >> |
Business that may be transacted through postal ballot |
610
| >> |
-- Responsibility of Board regarding passing of resolution through postal ballot |
610
| >> |
-- Procedure for transacting business through postal ballot |
610
| >> |
Circulation of members' resolution |
615
| >> |
Modification to resolutions passed at meetings |
615
| >> |
Withdrawal of resolution from agenda |
616
| >> |
Rescinding of resolutions passed at general meetings |
616
| >> |
Notice of general meetings |
616
| >> |
-- Length of notice of general meeting |
617
| >> |
-- Covening meeting at shorter notice |
617
| >> |
-- Mode of issuing notice |
618
| >> |
-- Sending notice through electronic mode |
618
| >> |
-- Notice to be accompanied by attendance slip and proxy form |
620
| >> |
-- Persons entitled to receive notice |
620
| >> |
-- Sending of notice to recognised stock exchange |
621
| >> |
-- Hosting of notice on website of company |
621
| >> |
-- Prohibition on transaction of business other than those specified in the notice or specifically permitted under the Act |
621
| >> |
-- Effect of accidental omission to give notice |
622
| >> |
-- No postponement or cancellation of a meeting which is convened upon due notice |
622
| >> |
-- Notice of general meeting adjourned for want of quorum |
622
| >> |
Statement to be annexed to notice |
622
| >> |
-- Classification of business to be transacted at general meeting with regard to annexation of statement to notice |
623
| >> |
-- Matters to be set out in statement to be annexed to notice |
623
| >> |
-- Disclosure of shareholding interest of director, etc. in another (outsider) company |
624
| >> |
-- Availability of documents for inspection to be stated in statement |
624
| >> |
-- Disclosure of details of appointment and remuneration of directors and managerial personnel |
624
| >> |
-- Disclosure of details regarding appointment of independent directors |
625
| >> |
-- Consequences of non-disclosure or insufficient disclosure in the statement annexed to notice |
625
| >> |
-- Penalty for non-compliance |
625
| >> |
Quorum at general meeting |
626
| >> |
-- Minimum requisite quorum for general meetings |
626
| >> |
-- Quorum is constituted by physical presence of members |
627
| >> |
-- Single member quorum |
628
| >> |
-- Time of quorum |
629
| >> |
-- Consequences where requisite quorum is not present at the meeting in time |
629
| >> |
-- Effects of absence of requisite quorum at adjourned general meeting |
630
| >> |
-- Effects of absence of requisite quorum upon outsiders |
630
| >> |
Chairman of meetings |
630
| >> |
-- Appointment of a chairman |
631
| >> |
-- Demand for poll on the election of Chairman |
631
| >> |
-- Secretarial Standard on appointment and role of Chairman |
631
| >> |
-- Removal of a chairman |
632
| >> |
Presence of statutory auditor and secretarial auditor |
632
| >> |
Proxy at meetings |
633
| >> |
-- Who can appoint a proxy |
633
| >> |
-- Who can be appointed as proxy |
633
| >> |
-- Disabilities of proxy |
634
| >> |
-- Rights of proxy |
634
| >> |
-- Obligation of company to inform members of their right to appoint proxy |
634
| >> |
-- Instrument for appointing proxy |
634
| >> |
-- Validity of proxy |
635
| >> |
-- Stamping of proxy form |
635
| >> |
-- Time limit for deposit of proxy forms |
635
| >> |
-- Revocation of a proxy |
636
| >> |
-- Restriction on proxy as to number of members and shareholding thereof |
637
| >> |
-- Canvassing for proxy |
637
| >> |
-- Inspection of proxy |
638
| >> |
-- Record of proxy |
638
| >> |
-- Kinds of proxies |
638
| >> |
Representatives at general meetings of companies |
639
| >> |
Voting at general meeting |
639
| >> |
-- Applicability of provisions of voting and restrictions on voting rights |
640
| >> |
-- Types of voting |
640
| >> |
-- Voting by show of hands |
640
| >> |
-- Voting through electronic means |
641
| >> |
-- Voting through poll |
647
| >> |
-- Restrictions on voting rights of members |
651
| >> |
Minutes of general meeting |
651
| >> |
-- Meaning of minutes |
652
| >> |
-- Requirement for keeping minutes of general meeting |
652
| >> |
-- Contents of minutes of general meeting |
652
| >> |
-- Requirement as to minutes in case of adjourned meeting |
653
| >> |
-- Minutes books to be consecutively numbered pages |
653
| >> |
-- Time limit for recording and signing of minutes of general meetings |
653
| >> |
-- Place of keeping minutes of general meeting |
654
| >> |
-- Keeping minutes in loose leaf form |
655
| >> |
-- Responsibility to keep minutes |
655
| >> |
-- Recording of minutes of meetings |
655
| >> |
-- Discretion of Chairman as to contents of minutes |
655
| >> |
-- Minutes to be evidence of proceedings of a meetings |
656
| >> |
-- Presumption to be drawn where minutes duly drawn and signed |
656
| >> |
-- Alteration in minutes |
656
| >> |
-- Publication of minutes |
656
| >> |
-- Penalty for tampering with the minutes of any meeting |
656
| >> |
-- Penalty for default in adherence to provisions of section 118 |
656
| >> |
-- Sending copies of minutes of general meetings and extract thereof |
657
| >> |
-- Inspection and extracts of minutes book |
658
| >> |
-- Maintenance and inspection of minutes in electronic form |
658
| >> |
-- Preservation of minutes and other records |
659
| >> |
Adjournment and postponement of general meeting |
659
| >> |
-- Difference between adjournment and postponement of meeting |
660
| >> |
-- Power of Board of directors to adjourn or postpone general meeting |
660
| >> |
-- Modes of adjournment |
662
| >> |
-- Power of Chairman vis-a-vis adjournment of general meeting |
662
| >> |
-- Business to be transacted at adjourned meeting |
663
| >> |
-- Day, time and place of adjourned annual general meeting |
663
| >> |
-- Adjournment and filing of financial statement with Registrar |
663
| >> |
-- Date of resolutions passed at adjourned meeting |
664
| >> |
Dissolution and cancellation of meeting |
664
| >> |
-- Dissolution of meeting |
664
| >> |
-- Cancellation of meeting |
664
| >> |
A. SECRETARIAL PRACTICE |
664
| >> |
Procedure for Holding of First Board Meeting |
664
| >> |
Procedure for Holding of Subsequent Board Meeting |
666
| >> |
Procedure for Passing of Resolutions by Circulation |
669
| >> |
Procedure for Appointment of Proxy by Non-corporate Member |
670
| >> |
Procedure for Appointment of Proxy by Corporate Member |
671
| >> |
Procedure for Holding of First Annual General Meeting |
671
| >> |
Procedure for Holding Subsequent Annual General Meeting |
675
| >> |
Procedure for Extension of Time for Holding Annual General Meeting |
679
| >> |
Procedure for Convening of Extraordinary General Meeting by Board of Directors on its Own Motion |
680
| >> |
Procedure for Convening of Extraordinary General Meeting by Board of Directors on Requisition of Members |
682
| >> |
Procedure for Convening of Extraordinary General Meeting by Requisitionists |
684
| >> |
B. SPECIMEN FORMATS |
686
| >> |
Board Resolution to Grant Leave of Absence to Director |
686
| >> |
Board Resolution for Appointment of Representative by Company for Attending Meetings |
686
| >> |
Board Resolution for Convening of Annual General Meeting |
686
| >> |
Board Resolution for Seeking Extension of Time for Convening of Annual General Meeting |
687
| >> |
Board Resolution for Convening Extraordinary General Meeting on Own Motion |
687
| >> |
Board Resolution for Convening an Extraordinary General Meeting Upon Members' Requisition |
687
| >> |
C. ANNEXURES |
687
| >> |
List of Forms |
687
| >> |
Notice of First Board Meeting |
688
| >> |
Specimen Notice of Subsequent Board Meeting |
689
| >> |
Specimen Notice for Cancellation of Board Meeting |
691
| >> |
Specimen Notice of Postponement of Board Meeting |
691
| >> |
Specimen Notice of Adjourned Board Meeting |
692
| >> |
Specimen Agenda of Board Meeting |
693
| >> |
Specimen Minutes of First Board Meeting |
694
| >> |
Specimen Minutes of Subsequent Board Meeting |
696
| >> |
Specimen Notice Convening Annual General Meeting |
698
| >> |
Specimen Notice of Annual General Meeting Providing for E-Voting Facility |
701
| >> |
Sample Notice Convening Extraordinary General Meeting |
706
| >> |
Specimen Notice of Extraordinary General Meeting by Requisitionists |
710
| >> |
Specimen Minutes of Annual General Meeting |
713
| >> |
Specimen Minutes of Extraordinary General Meeting |
717
| >> |
Circular for e-Voting Facility Provided by Listed Entities |
720
| >> |
-- Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242, dated 9-12-2020 |
720
| >> |
General Circular No. 11/2020 |
721
| >> |
General Circular No. 1/2020 |
722
| >> |
General Circular No. 17/2020 |
722
| >> |
General Circular No. 18/2020 |
722
| >> |
General Circular No. 20/2020 |
722
| >> |
General Circular No. 20/2020 |
722
| >> |
General Circular No. 28/2020 |
722
| >> |
General Circular No. 28/2020 |
722
| >> |
10. Acceptance of Deposits |
723
| >> |
Introduction |
723
| >> |
Applicability |
723
| >> |
Connotation of deposit |
724
| >> |
-- Amount received from government [Rule 2(1)(c)(i)] |
724
| >> |
-- Amount received from foreign government or foreign institutions [Rule 2(1)(c)(ii)] |
724
| >> |
-- Amount received from bank [Rule 2(1)(c)(iii)] |
725
| >> |
-- Amount received from Public Financial Institutions [Rule 2(1)(c)(iv)] |
725
| >> |
-- Amount received by issue of instruments [Rule 2(1)(c)(v)] |
725
| >> |
-- Amount received from any other company [Rule 2(1)(c)(vi)] |
725
| >> |
-- Amount received by issuing securities [Rule 2(1)(c)(vii)] |
725
| >> |
-- Amount received from directors or relative of the director of private company [Rule 2(1)(c)(viii)] |
726
| >> |
-- Amount received by issue of bonds or debentures [Rule 2(1)(c)(ix)] |
726
| >> |
-- Amount received from employees [Rule 2(1)(c)(x)] |
726
| >> |
-- Amount received or held in trust [Rule 2(1)(c)(xi)] |
726
| >> |
-- Amount received for business of company [Rule 2(1)(c)(xii)] |
726
| >> |
-- Amount brought in by promoters [Rule 2(1)(c)(xiii)] |
727
| >> |
-- Amount accepted by a Nidhi Company [Rule 2(1)(c)(xiv)] |
727
| >> |
-- Amount received as subscription of chit fund [Rule 2(1)(c)(xv)] |
728
| >> |
-- Amount received under collective investment scheme [Rule 2(1)(c)(xvi)] |
728
| >> |
-- Amount received by way of a convertible note [Rule 2(1)(c)(xvii)] |
728
| >> |
-- Amount received from specified funds [Rule 2(1)(c)(xviii)] |
728
| >> |
Definition of Depositor |
728
| >> |
Acceptance of deposits from members |
728
| >> |
Acceptance of deposits from public |
729
| >> |
Quantum of deposits that can be accepted |
730
| >> |
-- From members |
730
| >> |
-- From public |
731
| >> |
Tenure of deposits |
731
| >> |
Acceptance of deposits in joint names |
732
| >> |
Rate of interest or brokerage on deposits |
732
| >> |
Alteration in terms and conditions of deposits |
732
| >> |
Form and particulars of advertisements/circulars |
732
| >> |
-- Form of advertisement or circular |
732
| >> |
-- Publishing the circular |
732
| >> |
-- Certificate of statutory auditor to be attached with form |
732
| >> |
-- Requirements for issuing circular or advertisement |
733
| >> |
-- Validity of circular/advertisement |
733
| >> |
Requirement of obtaining credit rating by eligible companies |
733
| >> |
Creation of security for securing deposits |
734
| >> |
Deposit trustee(s) |
734
| >> |
-- Appointment of deposit trustee(s) |
734
| >> |
-- Duties of deposit trustees |
735
| >> |
-- Meeting of depositors through deposit trustee |
736
| >> |
Form of application and declaration by depositors |
736
| >> |
Nomination facility for deposit holders |
736
| >> |
Furnishing of deposit receipts to depositors |
736
| >> |
Maintenance of liquid assets and creation of Deposit Repayment Reserve Account |
736
| >> |
Maintenance of registers of deposits |
736
| >> |
Repayment of deposits |
737
| >> |
-- Repayment of deposits on maturity |
737
| >> |
-- Premature repayment of deposits |
737
| >> |
-- Repayment of deposits accepted before commencement of Companies Act, 2013 |
738
| >> |
Failure to repay deposits |
738
| >> |
-- Procedure for obtaining relief from Tribunal in case failure in repayment of deposit |
738
| >> |
-- Penal consequences w.r.t. deposits in contravention of provisions of Act |
740
| >> |
Filing of return of deposits |
741
| >> |
Disclosures in the financial statements |
741
| >> |
Power of the Central Government to decide certain questions |
741
| >> |
Punishment for contravention of rules for which no punishment is specifically provided |
741
| >> |
Damages for fraud |
741
| >> |
Consequences of default by company in repayment of deposits or interest |
742
| >> |
Disclosure of particulars of deposits in director's report |
742
| >> |
Class action suit by depositors before tribunal |
742
| >> |
A. SECRETARIAL PRACTICE |
743
| >> |
Procedure for Inviting Deposits by Companies |
743
| >> |
B. SPECIMEN FORMATS |
745
| >> |
Board Resolution for Approval of the Draft Circular Pursuant to the Provisions of Section 73 of the Companies Act, 2013 |
745
| >> |
Board Resolution for Opening Deposit Repayment Reserve Account |
746
| >> |
C. ANNEXURES |
746
| >> |
List of Forms |
746
| >> |
Relevant Circulars/Notifications |
746
| >> |
-- General Circular No. 05/2015, dated 30-3-2015 |
746
| >> |
-- General Circular No. 09/2015, dated 18-6-2015 |
747
| >> |
11. Charges, Loans and Investments |
748
| >> |
I. Charges |
748
| >> |
Meaning of Charge |
748
| >> |
Various aspects relevant to charges |
748
| >> |
-- Registration of charges |
749
| >> |
-- Modification of charges |
749
| >> |
-- Satisfaction of charges |
749
| >> |
Types of charges |
749
| >> |
-- Fixed charge |
749
| >> |
-- Floating charge |
749
| >> |
-- First charge |
750
| >> |
-- Second charge |
750
| >> |
-- Pari passu charge |
750
| >> |
Registration of charge |
750
| >> |
-- Registration of charges is a mandatory requirement |
750
| >> |
-- Time limit for registration of charges |
751
| >> |
-- Application for registration of charge -- Whose duty |
751
| >> |
-- Condonation of delay in registration of charges |
751
| >> |
-- Registrar to allow further extension of time for registration of charges |
752
| >> |
-- Verification of instrument evidencing creating charge |
753
| >> |
-- Issue of certificate as to registration of charge |
753
| >> |
-- Effects of registration of charge |
753
| >> |
-- Consequences of non-registration of charge |
753
| >> |
-- Liability on furnishing false information and suppression of material facts |
754
| >> |
-- Registration of charges on properties acquired subject to charge |
754
| >> |
Modification of charge |
754
| >> |
-- Provisions relating to registration of charge applicable also to modification of charge |
754
| >> |
-- Application for registration of modification of charges |
754
| >> |
-- Time limit for registration of modification of charges |
755
| >> |
-- Verification of instrument modifying charge |
755
| >> |
-- Certificate as to registration of modification of charge |
755
| >> |
-- Penal consequences of non-registration of modification of charge |
755
| >> |
-- Modification due to operation of law -- Section 79(b) applicable |
755
| >> |
Satisfaction of charge |
755
| >> |
-- Intimation as to payment or satisfaction of charge and time limit with respect thereto |
756
| >> |
-- Duty of Registrar on receipt of intimation from company |
756
| >> |
-- Power of Registrar to make entries of satisfaction of charge even in the absence of intimation from company |
757
| >> |
Register of Charges |
757
| >> |
-- Register of charges kept by Registrar |
757
| >> |
-- Register of charges kept by company |
758
| >> |
-- Intimation of the appointment of receiver or manager for entry in register of charges |
759
| >> |
Rectification of register of charges by the Central Government |
759
| >> |
-- Rectification of register of charges in certain circumstances |
760
| >> |
-- Persons eligible to make application for extension of time in filing satisfaction of charge or rectification of register of charges |
760
| >> |
-- Application for condonation of delay or rectification of register of charges |
760
| >> |
-- Directions by the Central Government |
760
| >> |
II. Loans and Investments by Company |
761
| >> |
Definitions under section 186 |
761
| >> |
-- Investment company |
761
| >> |
-- Infrastructure facilities |
761
| >> |
Restriction on company as to investment through more than two layers of investment companies |
761
| >> |
Non-applicability of provisions of the Companies (Restriction on number of layers) Rules, 2017 |
762
| >> |
Ceiling limit upon company to make loan or investment or give guarantee or provide security |
762
| >> |
Requirement of approval of members by passing special resolution in general meeting |
762
| >> |
Mandatory disclosure in financial statements about loan, investment, etc. |
763
| >> |
Requirement of unanimous consent of Board |
763
| >> |
Restriction on companies registered under section 12 of SEBI Act, 1992 |
763
| >> |
Rate of interest at which loan is provided by company |
764
| >> |
Disqualification of company for making any investment, loan, guarantee or security |
764
| >> |
-- Register of loan and investment by company |
764
| >> |
Requirements of keeping Register |
764
| >> |
-- Place for keeping Register |
764
| >> |
-- Preservation of register |
764
| >> |
Exemption w.r.t. applicability of provisions of section 186 |
764
| >> |
Exemption to a Government company |
765
| >> |
Filing of return to Registrar in case of excess of layers as specified |
765
| >> |
Penal consequences |
765
| >> |
-- Contravention under section 186 |
765
| >> |
-- Contravention under the Companies (Restriction on number of layers) Rules, 2017 |
766
| >> |
Delegation of powers of the Board under section 179(3) not to affect provisions of section 186 |
766
| >> |
Investment to be held in its own name [Section 187] |
766
| >> |
-- Circumstances in which shares can be held in other's name |
767
| >> |
-- Register to be maintained |
767
| >> |
-- Preservation of register of particulars of investments |
767
| >> |
-- Inspection of register of particulars of investments |
767
| >> |
-- Punishment for contravention |
767
| >> |
A. SECRETARIAL PRACTICE |
768
| >> |
Procedure for Registration of Charge Created on Company's Assets |
768
| >> |
Procedure for Registration of Modification of Charge |
769
| >> |
Procedure for Satisfaction of Charge |
770
| >> |
Procedure Regarding Loans and Investments by Company |
771
| >> |
B. SPECIMEN FORMATS |
772
| >> |
Specimen Board Resolution for Creation of Charge |
772
| >> |
General Meeting Special Resolution for Creating Charge on the Properties of Company |
772
| >> |
Board Resolution for Intimating Registrar of Companies About Satisfaction of Charge |
773
| >> |
Board Resolution for Making Inter Corporate Loans Within Limits |
774
| >> |
C. ANNEXURES |
774
| >> |
List of Forms |
774
| >> |
List of Infrastructural Facilities Under Schedule VI |
775
| >> |
12. Charitable and Political Contributions and Corporate Social Responsibility |
777
| >> |
Introduction |
777
| >> |
Meaning of financial year |
777
| >> |
Contribution to bona fide and charitable funds, etc. |
778
| >> |
Prohibitions and restrictions regarding contributions made for political purpose |
778
| >> |
-- Applicability of section 182 |
778
| >> |
-- Requirement of Board resolution for authorising political contribution |
778
| >> |
-- Amount constituting political contribution |
779
| >> |
-- Disclosure of political contribution in Profit and Loss Account |
779
| >> |
-- Mode of making political contribution |
779
| >> |
-- Punishment for contravention [Section 182(4)] |
779
| >> |
Contribution to National Defence Fund |
779
| >> |
-- Persons authorised to make contribution |
780
| >> |
-- Overriding effect over other provisions in making contributions to National Defence Fund |
780
| >> |
-- Disclosure of contributions to National Defence Fund, etc. in Profit and Loss Account |
780
| >> |
Corporate Social Responsibility |
780
| >> |
-- Applicability of CSR provisions |
781
| >> |
-- CSR Committee |
782
| >> |
-- CSR Policy |
783
| >> |
-- Actions to be taken by Board of Directors of companies to which CSR provisions are applicable |
783
| >> |
-- Non-applicability of CSR provisions once applicable |
784
| >> |
-- CSR Expenditure |
784
| >> |
-- Treatment of unspent CSR amount arising from an ongoing project |
784
| >> |
-- Penalty for contravention made |
784
| >> |
-- Activities covered under CSR |
785
| >> |
-- Undertaking CSR activities |
786
| >> |
-- Contribution to PM CARES Fund to be qualified as CSR expenditure |
787
| >> |
-- CSR Contribution |
787
| >> |
-- Unspent CSR expenditure whether to be carried forward |
787
| >> |
-- CSR Reporting |
787
| >> |
-- Presentation and disclosure in financial statements |
787
| >> |
-- Treatment of CSR expenditure under Income Tax Act, 1961 |
788
| >> |
-- Notice to non-complaint companies |
788
| >> |
-- Changes to CSR Rules, 2014, w.e.f. 1-4-2021 |
788
| >> |
Calculation of net profits as per section 198 |
788
| >> |
A. SECRETARIAL PRACTICE POINTS |
789
| >> |
Procedure for Making Contributions to Charitable Funds |
789
| >> |
Procedure for Donation to Political Parties |
790
| >> |
Procedure for Making Contributions to National Defence Fund, Etc. |
790
| >> |
B. SPECIMEN FORMATS |
790
| >> |
Resolution for Making Contributions for Charitable Purposes |
790
| >> |
Board Resolution for Making Political Contribution |
791
| >> |
Resolution for Making Contributions to National Defence Fund or Any Other Fund Approved by the Central Government for the National Defence |
791
| >> |
Resolution for Making Contributions to CSR Activities |
791
| >> |
Format for the Annual Report on CSR Activities to be Included in the Board's Report |
791
| >> |
C. Frequently Asked Questions (FAQs) on CSR |
792
| >> |
D. Related Circulars and Notifications |
798
| >> |
Political Contributions -- Prohibitions and Restrictions Regarding -- Clarifications as to Requirements of Disclosure on Part of an Electoral Trust Company of any Amount or Amounts Co |
798
| >> |
Clarifications with Regard to Provisions of Corporate Social Responsibility Under Section 135 -- General Circular No. 21/2014 [No. 05/01/2014-CSR], Dt. 18-6-2014 |
798
| >> |
Constitution of a High Level Committee to Suggest Measures for Improved Monitoring of the Implementation of Corporate Social Responsibility Policies by the Companies Under Section 135 of the Companies Act, 2013 [F. No. 05/09/2014-CSR, Dt. 3-2-2015] |
802
| >> |
Clarifications with Regard to Provisions of Corporate Social Responsibility Under Section 135(5) -- General Circular No. 6/2018 [No. 08/05/2018-CSR], Dt. 28-5-2018 |
803
| >> |
Clarification on Spending of CSR Funds for COVID-19 -- General Circular No. 10/2020 [No. 05/01/2019-CSR], Dt. 23-3-2020 |
804
| >> |
Power of Central Government to Amend Schedules -- Amendment in Schedule VII -- Providing for CSR Activities, Notification [F. No. 13/18/2019-CSR], Dt. 26-5-2020 |
804
| >> |
E. Draft CSR Policy |
804
| >> |
13. Accounts of Companies |
809
| >> |
Prologue |
809
| >> |
Maintenance of books of account, etc. |
809
| >> |
Meaning of 'books of account' |
809
| >> |
Place of maintenance of books of account |
809
| >> |
Manner of books of account to be kept in electronic mode |
810
| >> |
-- Accessibility of books of account, etc. [Rule 3(1)] |
810
| >> |
-- Maintenance of books of account, etc. in original form [Rule 3(2)] |
810
| >> |
-- No alteration in information received from branch offices [Rule 3(3)] |
810
| >> |
-- Display of information in legible form [Rule 3(4)] |
810
| >> |
-- Proper system for storage, retrieval, display or prinout of electronic records [Rule 3(5)] |
810
| >> |
-- Back-up of books of account kept in electronic form |
810
| >> |
-- Furnishing of information to Registrar [Rule 3(6)] |
810
| >> |
Books of account in respect of branch office |
811
| >> |
Preservation of books of account |
811
| >> |
Inspection of books of account |
811
| >> |
-- Inspection of books of account maintained within India |
811
| >> |
-- Right of inspection available only to director |
811
| >> |
-- Inspection of books of account of subsidiary |
812
| >> |
-- Inspection of financial information maintained outside India |
812
| >> |
-- Making available assistance in connection with inspection |
812
| >> |
Responsibility for compliance with section 128 |
812
| >> |
Penalty for non-compliance of section 128 |
812
| >> |
Maintenance of books of account in case of foreign companies |
812
| >> |
Requirement of financial statements |
813
| >> |
Meaning of financial statement |
813
| >> |
Presentation of financial statements |
813
| >> |
Requirement as to provide true and fair view of state of affairs |
814
| >> |
Exemption to specified class of companies from form and contents of financial statement |
814
| >> |
Presentation of consolidated financial statement |
814
| >> |
-- Statement as to contain salient features of the financial statement |
815
| >> |
-- Manner of consolidation of accounts |
815
| >> |
-- Preparation, adoption and audit of consolidated financial statements |
815
| >> |
-- Requirements of SEBI (LODR) Regulations, 2015 regarding consolidation |
816
| >> |
-- Exemptions from provisions of consolidated financial statements |
816
| >> |
-- No need for repeating the disclosure in Standalone and Consolidated financial statements |
816
| >> |
Laying down financial statements before annual general meeting |
816
| >> |
Financial statements to comply with Accounting Standards |
816
| >> |
-- Meaning of expression "Accounting Standards" |
817
| >> |
-- Compliance with Accounting Standards is mandatory |
817
| >> |
-- Disclosures to be made in case of non-compliance with Accounting Standards |
817
| >> |
-- Applicability of Indian Accounting Standards as well as Accounting Standards |
817
| >> |
Penal provisions for non-compliance of section 129 |
819
| >> |
Periodical financial results |
819
| >> |
Re-opening of accounts on court's or Tribunal's orders |
820
| >> |
-- Application for re-opening or re-casting |
820
| >> |
-- Notice to prescribed authroity before passing order |
820
| >> |
-- Revised or re-casted accounts shall be final |
820
| >> |
-- Time limit for re-opening of books of account |
820
| >> |
Revision of financial statements or Board's report |
820
| >> |
-- Time limit for revision |
821
| >> |
-- Filing application for revision |
821
| >> |
-- Contents of application |
821
| >> |
-- Advertise the application |
821
| >> |
-- Notice to Central Government and Income tax authorities by the Tribunal |
821
| >> |
-- To Consider application and make order |
821
| >> |
-- Disclosure of reason of revision in Board's report |
821
| >> |
-- Limit on revision of financial statements or Board report |
822
| >> |
-- Filing the order to Registrar |
822
| >> |
-- Revised financial statements etc. to be laid before general meeting |
822
| >> |
-- Revision of financial statements or report delivered to members or Registrar |
822
| >> |
-- Rules in relation to revised financial statement or Board's report |
822
| >> |
Constitution of National Financial Reporting Authority [NFRA] |
822
| >> |
-- Classes of companies and bodies corporate governed by NFRA [Rule 3] |
823
| >> |
-- Functions of NFRA |
823
| >> |
-- Body corporate to inform particulars of auditor to NFRA [Sub-rule (2) and (3) of Rule 3] |
824
| >> |
-- Chairperson and Members of NFRA |
824
| >> |
-- Time period for holding office |
825
| >> |
-- Head office of NFRA |
825
| >> |
-- Powers of NFRA |
825
| >> |
-- Right to appeal against order of penalty or debarring member or firm |
826
| >> |
-- Accounts and audit of NFRA |
826
| >> |
-- Annual report |
826
| >> |
-- Annual return to be filed by auditor |
826
| >> |
Approval and authentication of financial statements |
826
| >> |
-- Approval of financial statement, Directors’ report by the Board |
826
| >> |
-- Signing/authentication of the financial statements |
827
| >> |
Circulation of financial statements |
827
| >> |
-- Right of members to receive copies of financial statements and auditors' report |
827
| >> |
-- Time limit for sending financial statements |
827
| >> |
-- Sending of abridged accounts by listed companies to its members |
828
| >> |
-- Placement of standalone and consolidated financial statements as well as subsidiary companies on company's website |
828
| >> |
-- Exemptions to a Nidhi Company |
828
| >> |
-- Mode of sending financial statements to members and other entitled persons |
829
| >> |
-- Manner of circulation of financial statements |
829
| >> |
-- Inspection of financial statements and documents |
829
| >> |
-- Issue, circulation or publication of copy of financial statement |
829
| >> |
-- Penalty for default in complying with section 136 |
829
| >> |
-- Requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 |
830
| >> |
Filing copies of financial statements with Registrar |
830
| >> |
-- Time period of filing financial statement adopted at AGM |
830
| >> |
-- Form of filing financial statements |
830
| >> |
-- Extensible Business Reporting Language (XBRL) for filing financial statement |
830
| >> |
-- Filing of unadopted financial statements at AGM |
831
| >> |
-- Financial statement adopted in adjourned annual general meeting |
832
| >> |
-- Requirement as to attachment of accounts of foreign subsidiary |
832
| >> |
-- Filing of financial statements where AGM not held |
832
| >> |
-- Default in filing copy of financial statements |
832
| >> |
-- Filing of Financial results with the stock exchange |
833
| >> |
A. SPECIMEN FORMATS |
835
| >> |
Board Resolution for Keeping Books of Account at any Other Place in India |
835
| >> |
B. ANNEXURES |
835
| >> |
List of Forms |
835
| >> |
Schedule III |
836
| >> |
14. Audits and Auditors |
900
| >> |
Conditions precedent to appointment of auditor |
900
| >> |
Appointment of first auditor in companies other than Government companies |
901
| >> |
-- Appointment of first auditors by Board of Directors |
901
| >> |
-- Appointment of first auditors by general meeting on Board's failure |
901
| >> |
-- Tenure of office of first auditor |
901
| >> |
Appointment of subsequent auditor other than Government companies |
901
| >> |
-- Appointment of auditor at each Annual General Meeting mandatory |
901
| >> |
-- Tenure of subsequent auditor |
901
| >> |
-- Appointment of auditor -- An ordinary business |
902
| >> |
-- Intimation to auditor and Registrar as to appointment |
902
| >> |
-- Situation where no auditor is appointed or re-appointed at annual general meeting |
902
| >> |
Manner and procedure of selection and appointment of auditors in case of listed and specified companies |
903
| >> |
-- Consideration of qualifications and experience of proposed auditor by the audit committee or the Board |
903
| >> |
-- Recommendation of name of auditor by Audit Committee or the Board |
903
| >> |
-- Recommendation of Audit Committee accepted by the Board |
904
| >> |
-- Recommendation by Audit Committee not accepted by the Board |
904
| >> |
Appointment of auditors in Government companies |
904
| >> |
-- Applicability of provisions as to appointment of auditors to Government companies |
904
| >> |
-- Appointment of first auditors |
905
| >> |
-- Appointment of subsequent auditors |
905
| >> |
Manner of audit in case of Government company |
906
| >> |
-- Conducting supplementary audit |
906
| >> |
-- Conducting test audit |
906
| >> |
Filling up of casual vacancy in office of auditor |
906
| >> |
-- Casual vacancy in case of any company other than Government company |
907
| >> |
-- Casual vacancy in case of Government company |
907
| >> |
Eligibility & qualifications of auditor |
907
| >> |
Disqualifications of auditor |
907
| >> |
-- Persons not qualified for appointment as auditor |
907
| >> |
-- Adequacy of internal financial controls |
911
| >> |
-- Deemed vacation of office of an auditor in case of disqualifications |
911
| >> |
Mandatory rotation of auditor in the listed and specified companies |
911
| >> |
-- Classes of companies on which provisions as to compulsory rotation of auditor is applied |
911
| >> |
-- Compulsory rotation of auditors by companies on expiry of their term |
912
| >> |
-- Cooling period for appointment of the auditors after expiry of the rotational period |
912
| >> |
-- Audit firm with common partner not to be appointed |
912
| >> |
-- Removal or resignation of auditor not affected by provisions of compulsory rotation |
913
| >> |
-- Exemption to Specified IFSC Public and Private Company |
913
| >> |
-- Manner of rotation of auditors by the companies |
913
| >> |
-- Rotation of auditing partner and his team |
915
| >> |
Re-appointment of retiring auditor |
915
| >> |
Appointment of auditor other than retiring auditor by special notice |
916
| >> |
-- Time limit of sending special notice |
916
| >> |
-- Duty of company to send special notice to its members |
916
| >> |
-- Advertisement of notice in newspapers |
916
| >> |
-- Sending copy of special notice to retiring auditor |
916
| >> |
-- Circulation of representation of retiring auditor |
917
| >> |
-- Reading of representation at meeting if it could not be send to members |
917
| >> |
-- Application to Tribunal seeking representation neither to be sent out nor to be read out |
917
| >> |
Removal of auditor before expiry of term of office |
917
| >> |
Change of auditor on Tribunal's direction |
918
| >> |
Resignation of auditor |
918
| >> |
Remuneration of auditor |
919
| >> |
-- Remuneration of first auditors |
919
| >> |
-- Remuneration of auditors other than first auditors appointed by Board |
919
| >> |
-- Remuneration of auditors appointed to fill up casual vacancy |
919
| >> |
-- Remuneration of auditor of the Government companies |
919
| >> |
Rights of auditor |
919
| >> |
-- Right to have access to books of account and vouchers |
919
| >> |
-- To access records of subsidiary and associate company |
920
| >> |
-- To call for information and explanations from officers of company |
920
| >> |
-- To receive notices, etc., of general meetings |
920
| >> |
-- To attend general meeting |
920
| >> |
-- Rights of auditor cannot be abridged |
920
| >> |
Duties of auditors |
920
| >> |
-- Loans and advances made on the basis of security |
920
| >> |
-- Transactions represented by book entries |
920
| >> |
-- Sale of investments |
921
| >> |
-- Loans and advances shown as deposits |
921
| >> |
-- Personal expenses charged to revenue account |
921
| >> |
-- Allotment of shares for cash |
921
| >> |
Duty to make report to members |
921
| >> |
Requirements as to reporting by auditor |
921
| >> |
Companies Auditor's Report Order, 2020 |
921
| >> |
Duty to comply with auditing standards |
922
| >> |
Branch audit |
922
| >> |
-- Person eligible to be appointed as an auditor of branch office |
922
| >> |
-- Appointment of branch auditor |
922
| >> |
-- Duties and powers of company auditor in relation to branch audit and auditor |
922
| >> |
-- Report of branch auditor |
923
| >> |
Reporting of frauds by auditor |
923
| >> |
-- Reporting of fraud to Central Government when fraud is expected to be ` one crore or more |
923
| >> |
-- Reporting of fraud to Audit Committee or Board when fraud amount is lesser than one crore |
923
| >> |
-- No contravention of duties in case fraud reported in good faith |
924
| >> |
-- Penalty for default |
924
| >> |
-- Reporting of fraud by branch auditor, cost auditor and secretarial auditor |
924
| >> |
-- Reporting of fraud as per requirements of CARO, 2020 |
925
| >> |
Punishment for contravention of provisions of audit and auditors |
925
| >> |
-- Punishment upon company |
925
| >> |
-- Punishment to officer in default |
925
| >> |
-- Punishment upon auditor for contravention of provisions of audit and auditors |
925
| >> |
-- Punishment to auditor for intention to deceive |
925
| >> |
-- Liability to pay damages and refund of remuneration |
925
| >> |
-- Authority to ensure prompt payment of damages |
926
| >> |
-- Liability of audit firm where audit conducted in fraudulent manner |
926
| >> |
Cost records and audit |
926
| >> |
-- Meaning of cost records |
926
| >> |
-- Maintenance of cost records |
926
| >> |
-- Companies required to maintain cost records |
926
| >> |
-- Manner of maintaining cost records |
929
| >> |
-- Mandate of cost audit |
930
| >> |
-- Person competent to conduct cost audit |
930
| >> |
-- Appointment of cost auditor |
930
| >> |
-- Qualifications, disqualifications, rights, duties and obligations of cost auditor |
931
| >> |
-- Remuneration of cost auditor |
931
| >> |
-- Time limit of appointment of cost auditor |
931
| >> |
-- Submission of certificate |
931
| >> |
-- Intimation to auditor concerned and the Central Government |
931
| >> |
-- Period of office of cost auditor |
932
| >> |
-- Removal of cost auditor |
932
| >> |
-- Filling up of casual vacancy in the office of a cost auditor |
932
| >> |
-- Forms of statements to be sent to cost auditor after Board's approval |
932
| >> |
-- Duty of company to provide assistance and facilities to cost auditor |
932
| >> |
-- Cost audit report |
932
| >> |
-- Compliance with the cost auditing standards |
933
| >> |
-- Cost audit vis-a-vis statutory audit |
933
| >> |
-- Cost audit vis-a-vis internal audit |
933
| >> |
-- Punishment for default |
934
| >> |
Secretarial audit |
934
| >> |
-- Applicability of secretarial audit |
934
| >> |
-- Scope of secretarial audit |
935
| >> |
-- Person competent to conduct secretarial audit |
935
| >> |
-- Company to give all assistance to secretarial auditor |
936
| >> |
-- Secretarial audit report |
936
| >> |
-- Explanation or comments by the Board on secretarial audit report |
936
| >> |
-- Fraud reporting |
936
| >> |
-- Consequence for non-compliance with the provisions of secretarial audit |
936
| >> |
Internal audit |
936
| >> |
-- Companies required to conduct internal audit |
937
| >> |
-- Persons eligible to be appointed as internal auditor |
937
| >> |
-- Appointment of internal auditor by Board of Directors |
937
| >> |
-- Manner of conducting internal audit |
938
| >> |
-- Internal auditor can even be an employee of company |
938
| >> |
-- Appointment of statutory auditor as an internal auditor |
938
| >> |
-- Distinction between internal audit and statutory audit |
938
| >> |
-- Appointment of cost auditor as an internal auditor |
938
| >> |
A. SECRETARIAL PRACTICE |
939
| >> |
Procedure for Appointment of First Auditor by Board of Directors in Case of Company Other Than Government company |
939
| >> |
Procedure for Appointment of First Auditor by Members at Extraordinary General Meeting in Case of Company other than Government company |
940
| >> |
Procedure for Appointment of First Auditor by Board of Directors in Case of Government Company |
941
| >> |
Procedure for Appointment of First Auditor by Members at Extraordinary General Meeting in case of Government Company |
942
| >> |
Procedure for Appointment of Subsequent Auditor in Case Companies (not being Government Companies) require to constitute an Audit Committee |
943
| >> |
Procedure for Appointment of Subsequent Auditor Where Companies are not Required to Constitute an Audit Committee Which are not Government Companies |
945
| >> |
Procedure for Filling Up Casual Vacancy Caused Due to Reasons Other Than Resignation in Case of Company Other Than Government Company |
946
| >> |
Procedure for Filling Up Casual Vacancy Caused Due to Resignation in Case of Company Other Than Government Company |
947
| >> |
Procedure for Filling Up Casual Vacancy in the Office of Auditor by Board of Directors in Case of Government Company |
948
| >> |
Procedure for Re-appointment of Retiring Auditor |
949
| >> |
Procedure for Appointment of Auditor Other Than Retiring Auditor |
950
| >> |
Procedure for Rotation of Auditor |
952
| >> |
Procedure for Removal of Auditor before Expiry of Term of Office |
954
| >> |
Procedure for Appointment of Cost Auditor |
955
| >> |
Procedure for Filling Up Casual Vacancy in the Office of Cost Auditor |
956
| >> |
Procedure for Appointment of Internal Auditor |
957
| >> |
B. SPECIMEN FORMATS |
958
| >> |
Board Resolution for Appointment of First Auditor in Case of a Company Other Than Government Company |
958
| >> |
Extraordinary General Meeting Ordinary Resolution for Appointment of First Auditor in Case of a Company Other Than Government Company |
958
| >> |
Board Resolution for Appointment of First Auditor of Government Company |
959
| >> |
General Meeting Resolution for Appointment of First Auditor of Government Company |
959
| >> |
Annual General Meeting Ordinary Resolution for Appointment of Auditor in Case of a Company Other Than Government Company |
960
| >> |
Board Resolution for Appointment of Auditor to Fill Casual Vacancy in Case of a Company Other Than Government Company |
960
| >> |
General Meeting Ordinary Resolution for Appointment of Auditor to Fill Vacancy Caused by Resignation in Case of a Company Other Than Government Company |
961
| >> |
Board Resolution for Appointment of Auditor to Fill Casual Vacancy in Case of a Government Company |
962
| >> |
Annual General Meeting Ordinary Resolution for Reappointment of Retiring Auditor |
962
| >> |
Annual General Meeting Special Resolution for Appointment of Auditor Other Than Retiring Auditor |
962
| >> |
Board Resolution for Removal of Statutory Auditor |
963
| >> |
General Meeting Special Resolution for Removal of Statutory Auditor before Expiry of His Term |
963
| >> |
Board Resolution for Appointment of Cost Auditor |
964
| >> |
General Meeting Ordinary Resolution for Ratification of Remuneration Payable to Cost Auditor |
964
| >> |
Board Resolution for Appointment of Cost Auditor to Fill Casual Vacancy |
965
| >> |
Board Resolution for Appointment of Internal Auditor |
965
| >> |
Board Resolution for Appointment of Company Secretary in Practice as Secretarial Auditor of the Company |
966
| >> |
C. ANNEXURE |
966
| >> |
List of Forms |
966
| >> |
15. Dividend |
967
| >> |
Definition of dividend |
967
| >> |
Distinguish between dividend and interest |
968
| >> |
Types of dividend |
968
| >> |
-- Interim dividend |
968
| >> |
-- Final dividend |
968
| >> |
Recommendation of dividend by Board of directors |
968
| >> |
Declaration of dividend |
969
| >> |
Revocation of dividend |
969
| >> |
Determine record date / book closure in case of a listed company |
970
| >> |
Publication of notice of record date in case of a listed company |
970
| >> |
Time gap between two book closures |
971
| >> |
Rate of dividend recommended by Board |
971
| >> |
Sources for payment of dividend |
971
| >> |
Sources not to be used for payment of dividend |
971
| >> |
Providing for depreciation and previous losses before declaration of dividend |
972
| >> |
Transfer of profits to reserves prior to declaration of dividend |
972
| >> |
Dividend in case of inadequacy or absence of profits |
972
| >> |
Declaration and payment of interim dividend |
973
| >> |
-- Authority to declare interim dividend |
973
| >> |
-- Articles must authorise Board to declare interim dividend |
973
| >> |
-- Declaration of interim dividend to be out of profits only |
973
| >> |
-- Considering the financial results |
973
| >> |
-- Quantum of interim dividend where company has incurred loss during the year |
974
| >> |
-- Interim dividend not to be paid from free reserves in case of loss or inadequacy of profits |
974
| >> |
-- Equity shares with differential rights as to dividend |
974
| >> |
-- Applicability of other provisions |
974
| >> |
Restriction on declaration and payment of dividend |
974
| >> |
Right to dividend needs to be kept in abeyance pending registration of transfer of shares lodged with company |
975
| >> |
Allowability of dividend declaration for past years for which accounts have been closed |
975
| >> |
Distribution of discount coupons |
975
| >> |
Prohibition as to issuance of bonus shares instead of dividend |
975
| >> |
Time limit for deposit of dividend |
976
| >> |
Time limit for payment of dividend |
976
| >> |
Payment of dividend in proportion to amount paid-up on each share |
976
| >> |
Entitlement to dividend |
976
| >> |
Mode of payment of dividend |
976
| >> |
-- Payment of dividend via electronic modes |
977
| >> |
-- Cheque or dividend warrant may be used for payment of dividend |
977
| >> |
Payment of taxes |
978
| >> |
Payment of dividend to preference shareholders in priority to equity shareholders |
978
| >> |
Closure of Register of members |
978
| >> |
Adjustment of due amount against dividend payable |
978
| >> |
No interest on dividend to be charged against company |
978
| >> |
Provisions regarding non-payment of dividend |
979
| >> |
-- Penalty or punishment on failure to distribute dividends within thirty days |
979
| >> |
-- Prohibition on buy-back of securities if default in payment of dividend |
980
| >> |
-- Power of SEBI/Central Government to regulate power in respect of non payment of dividend |
980
| >> |
Preservation of Dividend Cheques, Warrants and Dividend Registers |
980
| >> |
Transfer of unpaid or unclaimed dividend to Unpaid Dividend Account |
980
| >> |
-- Statement as to details of unpaid and unclaimed dividend and placing the same on website |
980
| >> |
-- Effect of non-transfer of dividend amount to unpaid dividend account |
981
| >> |
-- Apply to company for claiming of money transferred to Unpaid Dividend Account |
981
| >> |
-- Transfer of unpaid/unclaimed dividend to the Investor Education and Protection Fund |
981
| >> |
-- Shares in respect of unpaid dividend also to be transferred to IEPF |
982
| >> |
-- Manner of transfer of shares to IEPF |
982
| >> |
-- Time period for transferring to Investor Education and Protection Fund |
985
| >> |
-- Furnishing report for failure in payment of due amount to be transferred to Fund |
985
| >> |
-- Penalty for non-compliance |
985
| >> |
Investor Education and Protection Fund |
985
| >> |
-- Amount to be credited to IEPF |
985
| >> |
-- Utilisation of Investor Education and Protection Fund |
987
| >> |
-- Appointment of Nodal Officer |
987
| >> |
-- Refund to claimants from IEPF |
988
| >> |
-- Transfer of assets, liabilities, etc., of the existing IEPF to the Authority |
991
| >> |
-- Administration of IEPF |
991
| >> |
-- Accounting of IEPF |
994
| >> |
-- Audit of IEPF by Comptroller and Auditor General of India |
994
| >> |
-- Annual report of IEPF |
995
| >> |
-- Protection of action taken in good faith |
995
| >> |
A. SECRETARIAL PRACTICE |
995
| >> |
Procedure for Declaration and Payment of Interim Dividend |
995
| >> |
Procedure for Declaration and Payment of Final Dividend |
997
| >> |
B. SPECIMEN FORMATS |
999
| >> |
Board Resolution for Declaration of Interim Dividend |
999
| >> |
Board Resolution for Recommendation of Dividend Out of Profits |
999
| >> |
Board Resolution for Recommendation of Dividend Out of General Reserves |
999
| >> |
Board Resolution for Determination of Book Closure Dates |
1000
| >> |
Board Resolution for Transfer of Profits to General Reserves of Company |
1000
| >> |
Annual General Meeting Ordinary Resolution for Declaration of Dividend |
1000
| >> |
Board Resolution for Opening Special Bank Account for Dividend |
1001
| >> |
C. ANNEXURE |
1001
| >> |
List of Forms |
1001
| >> |
16. Depreciation |
1002
| >> |
Depreciation -- Connotation of |
1002
| >> |
Provisions relating to depreciation at a glance |
1002
| >> |
Applicability of Schedule II |
1003
| >> |
Components for calculating depreciation |
1003
| >> |
-- Depreciable amount |
1003
| >> |
-- Useful life |
1003
| >> |
-- Residual value of the asset |
1003
| >> |
Pro-rata depreciation |
1003
| >> |
Methods of depreciation |
1004
| >> |
Useful lives of tangible depreciable assets for depreciation |
1004
| >> |
-- Tangible assets |
1004
| >> |
-- Intangible assets |
1004
| >> |
Component accounting |
1005
| >> |
Extra shift depreciation |
1006
| >> |
Depreciation on low value items |
1006
| >> |
Requirements of AS-26 regarding Amortisation of Intangible Assets |
1006
| >> |
Disclosure requirements relating to depreciation |
1007
| >> |
-- Under Schedule II |
1007
| >> |
-- Under Schedule III |
1008
| >> |
-- Under Ind AS-16 |
1008
| >> |
ANNEXURE |
1010
| >> |
Schedule II -- Useful Lives to Compute Depreciation |
1010
| >> |
17. Registers, Reports and Returns |
1017
| >> |
Registers required to be maintained under the Companies Act, 2013 |
1017
| >> |
Optional books and registers |
1018
| >> |
Register of deposits |
1018
| >> |
-- Obligation on companies accepting deposits to maintain register of deposits |
1018
| >> |
-- Contents of register |
1019
| >> |
-- Entries in register of deposits |
1019
| >> |
-- Preservation of register(s) |
1019
| >> |
-- Penalty for contravention |
1019
| >> |
Register of charges |
1020
| >> |
-- Requirement of maintaining register of charges, etc. |
1020
| >> |
-- Contents of register |
1020
| >> |
-- Entries in register of charges |
1020
| >> |
-- Preservation of register, etc. |
1020
| >> |
-- Inspection of register, etc. |
1021
| >> |
-- Penalty for contravention |
1021
| >> |
Register of members or debenture holders or other security holders |
1021
| >> |
-- Requirement of maintaining registers |
1021
| >> |
-- Manner of keeping register of members, etc. |
1021
| >> |
-- Entries to be made in the register of members, etc. |
1022
| >> |
-- Index of register of members, debentre holders or other security holders |
1023
| >> |
-- Authentication of entries and index of registers |
1023
| >> |
-- Place of keeping registers and preservation thereof |
1024
| >> |
-- Inspection of registers and obtaining copies or extracts thereof |
1024
| >> |
-- Registers to be prima facie evidence |
1025
| >> |
-- Penalty for default in maintaining register of members, etc. |
1025
| >> |
-- Closure of register of members or debenture holders or other security holders |
1025
| >> |
Foreign register of members, etc. |
1026
| >> |
-- Authorisation to keep foreign register |
1026
| >> |
-- Filing of notice of situation or any change therein with the Registrar |
1026
| >> |
-- Manner or form of keeping foreign register |
1027
| >> |
-- Entries to be made in foreign register |
1027
| >> |
-- Inspection of foreign register and obtaining extracts or copies thereof |
1027
| >> |
-- Place of keeping foreign registers and its preservation |
1027
| >> |
-- Decision of competent authority with regard to rectification of foreign register |
1027
| >> |
-- Duplicate register |
1027
| >> |
-- Distinction between registration of shares or debentures, etc. in foreign register and principal register |
1028
| >> |
Register of directors and key managerial personnel and their shareholdings |
1028
| >> |
-- Requirement of register of directors, KMP and their shareholding |
1028
| >> |
-- Contents of register |
1028
| >> |
-- Filing of return with Registrar |
1029
| >> |
-- Inspection of register of directors, etc. |
1029
| >> |
-- Punishment for contravention |
1029
| >> |
Register of significant beneficial owners |
1029
| >> |
-- Requirement of register of significant beneficial owners |
1029
| >> |
-- Inspection of register |
1030
| >> |
-- Filing of return with Registrar |
1030
| >> |
-- Penalty for contravention |
1030
| >> |
Register of contracts or arrangements with related party and contracts, bodies corporate, etc. in which directors are interested |
1030
| >> |
-- Requirement of register |
1030
| >> |
-- Particulars not required to be entered in Form MBP-4 |
1030
| >> |
-- Entries to be made in register |
1031
| >> |
-- Placement of register before board meeting and annual general meeting |
1031
| >> |
-- Place of keeping register and its preservation |
1031
| >> |
-- Inspection of register and obtaining extracts and copies thereof |
1031
| >> |
-- Penalty for contravention |
1031
| >> |
Register of loans, guarantee, security and investments by company |
1031
| >> |
-- Requirement to maintain register of loans, guarantee, etc. |
1031
| >> |
-- Entries to be made in register |
1032
| >> |
-- Place of keeping register and its preservation |
1032
| >> |
-- Inspection of register and obtaining extracts and copies thereof |
1032
| >> |
-- Punishment for contravention |
1032
| >> |
Register of investments in any shares or securities not held in its own name by the company |
1032
| >> |
-- Requirement |
1032
| >> |
-- Place of keeping register and its preservation |
1033
| >> |
-- Inspection of register |
1033
| >> |
-- Penalty for contravention |
1033
| >> |
Register of renewed and duplicate share certificates |
1033
| >> |
-- Requirement of register of renewed and duplicate share certificates |
1033
| >> |
-- Place of keeping register and its preservation |
1033
| >> |
-- Authentication of register |
1034
| >> |
Miscellaneous Registers |
1034
| >> |
-- Register of shares or securities bought back, etc. |
1034
| >> |
-- Register of employees stock options |
1034
| >> |
-- Register of sweat equity shares |
1035
| >> |
Reports under the Companies Act, 2013 |
1035
| >> |
Auditor's report |
1035
| >> |
-- Special matters to be included in auditor's report |
1035
| >> |
-- Duty of auditor to inquire into matters specified under section 143(1) |
1035
| >> |
-- Reporting requirements under section 143(3) |
1038
| >> |
-- Companies Auditor's Report Order, 2020 |
1041
| >> |
-- Reason for negative or qualified answers to matters included in audit report |
1048
| >> |
-- Signing of audit reports |
1048
| >> |
-- Reading and inspection of Auditor's Report |
1048
| >> |
-- Auditor's report in case of Government company |
1048
| >> |
-- Cost audit and secretarial audit report |
1049
| >> |
Board's report |
1049
| >> |
-- Contents of Board's report |
1050
| >> |
-- Board's Report in case of one person company |
1063
| >> |
-- Signing of Board's Report |
1064
| >> |
-- Dissemination of copies of report to members |
1064
| >> |
-- Submission of report to stock exchange |
1064
| >> |
-- Disclosure not to be repeated if already included in financial statement |
1064
| >> |
-- Penalty for contravention of provisions of section 134 |
1065
| >> |
-- Revision of Board's report |
1065
| >> |
Corporate Governance Report |
1066
| >> |
-- Other Disclosures |
1068
| >> |
-- Quarterly compliance report on corporate governance |
1069
| >> |
Report on annual general meeting |
1069
| >> |
-- Contents of report on annual general meeting |
1070
| >> |
-- Dating and signing of report on annual general meeting |
1070
| >> |
-- Filing of report with Registrar of Companies |
1070
| >> |
-- Penalty on failure to file report with the Registrar |
1070
| >> |
Secretarial Audit report |
1071
| >> |
-- Provisions of SEBI (LODR) Regulations, 2015 |
1071
| >> |
Annual Report |
1071
| >> |
-- Contents of annual report |
1071
| >> |
-- Disclosure regarding dividend distribution policy |
1072
| >> |
-- Sending copies of annual report to shareholders |
1072
| >> |
-- Sending of copies to the stock exchange [Regulation 34(1)] |
1072
| >> |
Annual return |
1073
| >> |
-- Requirement of filing annual return |
1073
| >> |
-- Contents of annual return |
1073
| >> |
-- Disclosure requirements as per Secretarial Standards |
1074
| >> |
-- Signing of Annual Return |
1074
| >> |
-- Certification of Annual Return by Company Secretary in practice |
1074
| >> |
-- Ceiling as to signing and certification of Annual Return by a Practicing Company Secretary |
1075
| >> |
-- Filing of annual return with Registrar of Companies |
1075
| >> |
-- Web-link of annual return in Board's report |
1075
| >> |
-- Consequences of failure in filing annual return with the Registrar |
1075
| >> |
-- Place of keeping copies of annual return |
1075
| >> |
-- Preservation of copies of annual return |
1076
| >> |
-- Inspection of copies of annual returns |
1076
| >> |
-- Obtaining extracts from or copies of annual returns |
1076
| >> |
-- Refusal of inspection, etc. |
1076
| >> |
-- Evidential value of annual return |
1077
| >> |
-- Guidance note on annual return |
1077
| >> |
Maintenance and inspection of records in electronic form |
1077
| >> |
-- Manner of maintaining records in electronic form |
1077
| >> |
-- Inspection and copies given of records maintained in electronic form |
1078
| >> |
A. SECRETARIAL PRACTICE |
1078
| >> |
Procedure for Keeping Register of Members, etc., at a Place Other Than Registered Office |
1078
| >> |
Procedure for Closure of Register of Members, etc. |
1078
| >> |
Procedure for Filing Annual Return |
1079
| >> |
B. SPECIMEN FORMATS |
1081
| >> |
General Meeting Special Resolution for Keeping Registers, etc., at a Place Other Than the Registered Office |
1081
| >> |
Board Resolution for Closure of Register of Members, etc. |
1081
| >> |
Notice to Stock Exchange Informing Book Closure Dates |
1082
| >> |
Board Resolution for Keeping Foreign Register of Members or Debenture Holders |
1082
| >> |
Board Resolution for Approval of Board's Report |
1083
| >> |
Specimen Auditor's Report |
1083
| >> |
Specimen Board's Report of a Listed Company |
1087
| >> |
Notice of interest by director |
1101
| >> |
Register of loans, guarantee, security and acquisition made by the company |
1102
| >> |
Register of investments not held in its own name by the company |
1103
| >> |
Register of contracts with related party and contracts and Bodies etc. in which directors are interested |
1103
| >> |
Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in the register of members |
1110
| >> |
Register of Renewed and Duplicate Share Certificates |
1111
| >> |
Register of Sweat Equity Shares |
1112
| >> |
Register of shares or other securities bought-back |
1113
| >> |
Register of charges |
1114
| >> |
C. ANNEXURES |
1116
| >> |
List of Forms |
1116
| >> |
Schedule V -- Annual Report |
1116
| >> |
18. Government Companies, Foreign Companies and Nidhi Companies |
1123
| >> |
I. Government Companies |
1123
| >> |
Definition of Government company |
1123
| >> |
Exemptions to Government company |
1123
| >> |
Appointment of first auditors of Government company |
1127
| >> |
-- Appointment by Comptroller and Auditor-General of India |
1127
| >> |
-- Appointment by Board of Directors in case C&AG does not appoint auditor within prescribed time |
1127
| >> |
-- Appointment by shareholders on failure of Board to appoint auditor |
1127
| >> |
-- Tenure of office of first auditor |
1127
| >> |
Appointment of subsequent auditors in case of Government company |
1127
| >> |
Appointment of auditor in case of casual vacancy in the Government company |
1128
| >> |
Powers and duties of auditors and auditing standards |
1128
| >> |
-- Auditor's report to the members |
1128
| >> |
-- Manner in which the accounts of the Government company are to be audited |
1130
| >> |
-- Conducting supplementary audit |
1130
| >> |
-- Powers of the Comptroller and Auditor-General of India to conduct the test audit |
1131
| >> |
Filing of the copy of Company Liquidator's accounts with the Tribunal, Registrar and the Government |
1131
| >> |
Annual reports on working of Government company |
1131
| >> |
-- Where the Central Government is a member of Government company |
1131
| >> |
-- Where the State Government is a member of Government company |
1132
| >> |
Deposits not to be accepted in excess of certain limits |
1132
| >> |
Not allow to give political contribution |
1132
| >> |
II. Foreign Companies |
1132
| >> |
Definition and interpretation of various expressions |
1132
| >> |
-- Meaning of business through 'electronic mode' |
1132
| >> |
-- Meaning of business activity |
1133
| >> |
-- Meaning of certain other expressions |
1133
| >> |
Setting of business operations in India |
1133
| >> |
Application of the Companies Act to foreign companies |
1134
| >> |
Requirement for delivery of documents, etc., to Registrar by foreign companies for registration |
1134
| >> |
-- Particulars of directors and secretaries of foreign company |
1134
| >> |
-- Requirement for filing of Form FC-1 alongwith approval of the RBI and the Charter or the Memorandum and Articles of foreign company |
1135
| >> |
Filing of documents for alteration in the particulars of foreign company |
1135
| >> |
Certification |
1135
| >> |
-- If company is incorporated in a country outside the Commonwealth |
1136
| >> |
-- If company is incorporated in any part of the Commonwealth |
1136
| >> |
-- If company is incorporated in a country falling outside the Commonwealth |
1136
| >> |
Accounts of foreign company |
1137
| >> |
-- Filing of attachment with financial statements to the Registrar |
1137
| >> |
-- Time period for filing of financial statements |
1138
| >> |
-- Audit of accounts of foreign company for the Indian Business |
1138
| >> |
-- List of place of business in India of a foreign company |
1138
| >> |
Displaying name of foreign company outside business premises |
1139
| >> |
Serving of notice or other document on foreign company |
1139
| >> |
Debentures, Annual Return, Registration of Charges, Books of Account and their Inspection [Section 384] |
1139
| >> |
-- Issuance of debenture |
1139
| >> |
-- Annual return |
1139
| >> |
-- Books of accounts |
1140
| >> |
-- Charges |
1140
| >> |
-- Inspection, inquiry and investigation |
1140
| >> |
Fees for registration of documents |
1140
| >> |
Authentication of translated documents |
1140
| >> |
Dating of Prospectus and Particulars to be contained therein |
1141
| >> |
Provisions as to expert's consent and allotment |
1142
| >> |
Registration of prospectus by foreign company |
1142
| >> |
Action for improper use or description as foreign company |
1143
| >> |
Empowering Central Government to frame rules for offer of Indian Depository Receipts |
1143
| >> |
-- Issue of Indian Depository Receipts |
1144
| >> |
-- Restriction on issuance of IDR |
1144
| >> |
-- Procedure for issuance of IDR |
1144
| >> |
-- Duties on Merchant Banker to deliver documents to SEBI and the Registrar |
1145
| >> |
-- Issuance of application form with memorandum |
1146
| >> |
-- Transfer or redemption of IDR |
1147
| >> |
-- Repatriation of proceeds of IDRs [Rule 13(7)] |
1147
| >> |
-- Contents of prospectus |
1147
| >> |
Application of sections 34 to 36 and Chapter XX |
1150
| >> |
Punishment for contravention |
1151
| >> |
Company's failure to comply with provisions of Chapter XXII not to affect validity of contracts, etc. |
1151
| >> |
Classes of companies to be exempted for application of provisions of Chapter XXII |
1151
| >> |
III. Nidhi Companies |
1151
| >> |
Nidhi -- Meaning of |
1151
| >> |
Power of Central Government to exempt Nidhis |
1152
| >> |
Applicability |
1152
| >> |
Members of Nidhi Company |
1152
| >> |
Incorporation of Nidhi Company |
1153
| >> |
-- Minimum paid-up capital |
1153
| >> |
-- Restriction on issue of preference shares |
1153
| >> |
-- No objects in Memorandum of Association other than cultivating habit of thrift |
1153
| >> |
-- Use of word 'Limited' as part of name |
1153
| >> |
Declaration of Nidhis |
1153
| >> |
-- Compliance with rule 3A by certain Nidhis |
1153
| >> |
-- Form to be filed by already registered Nidhis |
1154
| >> |
Share capital and allotment |
1154
| >> |
-- Applicability of service charge |
1154
| >> |
-- Minimum allotment to deposit holder |
1154
| >> |
Requirements of minimum number of members, net owned fund, etc. |
1154
| >> |
Filing of return of statutory compliances |
1155
| >> |
General restrictions or prohibitions on Nidhi |
1155
| >> |
Mainteneance of Net Owned Funds |
1156
| >> |
Branches of Nidhi |
1156
| >> |
-- Conditions for opening Branches of Nidhi |
1156
| >> |
-- Conditions for closure of branch |
1156
| >> |
Acceptance of deposits by Nidhis |
1156
| >> |
-- Limit of acceptance |
1156
| >> |
-- Case of limit of acceptance exceeding |
1156
| >> |
Application form for deposit |
1157
| >> |
Depositors |
1158
| >> |
Deposits |
1159
| >> |
-- Fixed deposits |
1159
| >> |
-- Recurring deposits |
1159
| >> |
-- Recurring deposits related to mortgage loans |
1159
| >> |
-- Saving deposit |
1159
| >> |
Foreclosure of fixed deposit or recurring deposit account |
1159
| >> |
Unencumbered term deposits |
1160
| >> |
-- Amount of deposit |
1160
| >> |
-- Withdrawal of amount |
1160
| >> |
Loans |
1160
| >> |
-- Who can avail loan |
1160
| >> |
-- Loan limit |
1160
| >> |
-- In case of default in repayment |
1161
| >> |
-- Calculation of amount of deposit |
1161
| >> |
-- Securities against loan given |
1161
| >> |
Rate of interest |
1161
| >> |
-- Interest on savings deposit account |
1161
| >> |
-- Interest on fixed and recurring deposit |
1161
| >> |
Directors of Nidhi Company |
1161
| >> |
-- Who can be a director |
1162
| >> |
-- Period of holding office |
1162
| >> |
-- Reappointment |
1162
| >> |
-- In case of tenure extended by Central Government |
1162
| >> |
-- Qualification and disqualification of director |
1162
| >> |
Declaration of dividend |
1162
| >> |
Appointment of auditor |
1162
| >> |
Auditor's certificate |
1162
| >> |
Filing of half yearly return |
1162
| >> |
Power of RoC to enforce compliance |
1163
| >> |
Power of Central Government to appoint Special Officer |
1163
| >> |
Compliance of prudential norms |
1163
| >> |
Recognisation of income |
1163
| >> |
Prudential norms in respect of mortgage loans |
1163
| >> |
Provisioning rules for companies incorporated on or before 26-7-2001 |
1164
| >> |
Disclosure in financial statements |
1164
| >> |
Provisions for loan against gold or jewellery |
1165
| >> |
Penalty for non-compliances |
1165
| >> |
Privileges and exemptions available to Nidhi companies |
1165
| >> |
A. SECRETARIAL PRACTICE |
1167
| >> |
Procedure for Making an Issue of Indian Depository Receipts ('IDRs') |
1167
| >> |
B. ANNEXURE |
1167
| >> |
List of Forms |
1167
| >> |
19. Dormant Company |
1169
| >> |
Acquiring status of dormant company voluntarily |
1169
| >> |
-- Conditions precedent as to making an application to Registrar |
1170
| >> |
-- Requirement of passing special resolution |
1170
| >> |
-- Certificate of status of dormant company |
1170
| >> |
Granting of status of dormant company by the Registrar |
1170
| >> |
Formalities to be fulfilled by dormant company |
1170
| >> |
-- Minimum number of directors |
1170
| >> |
-- Filing of returns by dormant company |
1171
| >> |
Register of dormant companies to be maintained by Registrar |
1171
| >> |
Privileges available to dormant company |
1171
| >> |
Dormant company to regain status of active company |
1171
| >> |
-- On an application made by dormant company |
1171
| >> |
-- On an application by directors or enquiry |
1172
| >> |
Striking off the name of dormant company |
1172
| >> |
A. SECRETARIAL PRACTICE |
1172
| >> |
Procedure for Obtaining Status of Dormant Company |
1172
| >> |
B. SPECIMEN FORMATS |
1173
| >> |
Special Resolution for Making an Application to Registrar for Obtaining Status of Dormant Company |
1173
| >> |
C. ANNEXURE |
1173
| >> |
List of Forms |
1173
| >> |
20. Producer Companies |
1175
| >> |
Basic terminology for understanding of producer companies |
1175
| >> |
-- Primary produce |
1175
| >> |
-- Producer |
1176
| >> |
-- Producer company |
1176
| >> |
-- Producer institution |
1176
| >> |
Objects and activities of producer company |
1176
| >> |
Formation of producer company |
1177
| >> |
Registration of producer company |
1177
| >> |
Consequences of registration |
1177
| >> |
Liability of members limited |
1177
| >> |
Cost incurred to incorporate the company to be reimbursed by company |
1177
| >> |
Types of share capital |
1177
| >> |
Proportion in which shares may be held by members |
1177
| >> |
Special rights to active members |
1177
| >> |
Voting rights of members |
1178
| >> |
-- Membership consists of solely of individual members |
1178
| >> |
-- Membership consisting solely of producer institutions |
1178
| >> |
-- Case of mixed membership |
1178
| >> |
Benefits to members |
1178
| >> |
Conditions as to membership |
1179
| >> |
Cessation of membership |
1179
| >> |
Transferability of shares |
1179
| >> |
Nomination of shares |
1179
| >> |
Surrender of shares |
1179
| >> |
Issue of bonus shares |
1179
| >> |
Preparation and filing of Memorandum and Articles of Association |
1179
| >> |
Memorandum of Association |
1180
| >> |
-- Contents of Memorandum of Association |
1180
| >> |
-- Alteration in the Memorandum of Association |
1180
| >> |
Articles of Association |
1181
| >> |
-- Filing of Articles of Association |
1181
| >> |
-- Signing of Articles of Association |
1181
| >> |
-- Contents of Articles of Association |
1181
| >> |
-- Amendment in the Articles of Association |
1183
| >> |
Number of directors |
1183
| >> |
Appointment of directors |
1183
| >> |
Tenure of directors |
1183
| >> |
Co-option of additional and expert directors by the Board |
1183
| >> |
Vacation of office by directors |
1183
| >> |
Board meetings |
1184
| >> |
-- Frequency of meetings |
1184
| >> |
-- Notice of meeting |
1184
| >> |
-- Quorum of meeting |
1184
| >> |
-- Fee and allowances |
1184
| >> |
Director's Committee [Section 378U] |
1185
| >> |
-- Power of Board to constitute committee |
1185
| >> |
-- Members of the committee |
1185
| >> |
-- Functions of committee to be performed under direction of Board |
1185
| >> |
-- Fee and allowances |
1185
| >> |
-- Minutes |
1185
| >> |
Compulsory requirement to appoint a Chief Executive |
1185
| >> |
Powers and functions of Chief Executive |
1185
| >> |
Secretary of producer company |
1186
| >> |
-- Compulsory requirement to appoint a Whole-time Secretary |
1186
| >> |
-- Secretary to be a member of ICSI |
1186
| >> |
-- Penalty on failure to appoint a whole-time secretary |
1186
| >> |
Powers of the Board |
1186
| >> |
Powers to be exercised only after passing of resolution at general meeting |
1187
| >> |
Liability of directors |
1187
| >> |
-- Joint and several liability towards any loss or damage to company |
1187
| >> |
-- To handover profits made to company |
1187
| >> |
-- To make good the loss or damage to the company |
1187
| >> |
General meetings of members |
1188
| >> |
-- First annual general meeting |
1188
| >> |
-- Holding subsequent annual general meeting |
1188
| >> |
-- Gap between annual general meetings |
1188
| >> |
-- Time and place for calling of AGM |
1188
| >> |
-- Notice for calling annual general meeting |
1188
| >> |
-- Documents to be annexed with notice calling annual general meeting |
1188
| >> |
-- Quorum for annual general meeting |
1189
| >> |
-- Filing of the proceedings of Annual General Meeting |
1189
| >> |
-- Representation of producer institutions |
1189
| >> |
-- Extraordinary general meeting |
1189
| >> |
Penalty on failure to furnish information to members |
1189
| >> |
Penalty on directors on default in handing over the custody of books of account or non-convening meetings of members |
1189
| >> |
Accounts and Audit |
1190
| >> |
-- Maintenance of books of account |
1190
| >> |
-- Preparation of balance sheet and profit and loss account |
1190
| >> |
-- Compulsory requirement for internal audit |
1190
| >> |
-- Additional matters to form part of auditor's reports |
1190
| >> |
-- Maintenance of general reserve |
1190
| >> |
Loans |
1191
| >> |
-- Loan to members |
1191
| >> |
-- Loans to relatives or director |
1191
| >> |
Investment in other companies, etc. [Section 378ZL] |
1191
| >> |
-- Investment of general reserve |
1191
| >> |
-- Acquisition of shares |
1191
| >> |
-- Investments to be consistent with objectives of the company |
1191
| >> |
-- Disposal of investments |
1191
| >> |
-- Register of investments |
1191
| >> |
Donation or subscription |
1192
| >> |
-- Purposes for which donation be made |
1192
| >> |
-- Upper cap |
1192
| >> |
-- Ban on contribution to political party |
1192
| >> |
Conversion of inter-State co-operative society into producer company |
1192
| >> |
-- Application by Inter-State co-operative society |
1192
| >> |
-- Who can make application |
1192
| >> |
-- Documents to be annexed with application |
1193
| >> |
-- Grant of registration |
1193
| >> |
-- Consequences of registration |
1193
| >> |
-- Effect of incorporation of producer company |
1193
| >> |
-- Vesting of undertaking in producer company |
1193
| >> |
-- Continuance of concession |
1194
| >> |
-- Position of employees of Inter-State co-operative society |
1195
| >> |
Reconversion of producer company to inter-State co-operative society |
1196
| >> |
-- Who can apply for reconversion |
1196
| >> |
-- When an application can be made |
1196
| >> |
-- To whom application be made |
1196
| >> |
-- Sanction of reconversion |
1196
| >> |
-- Copy of order to be annexed to the copy of memorandum |
1196
| >> |
-- Stay of proceedings |
1197
| >> |
-- Application for registration as Multi-State Co-operative society |
1197
| >> |
Amalgamation, merger and division |
1197
| >> |
-- Division, etc., to form new producer companies |
1197
| >> |
-- Amalgamation or merger of producer companies |
1197
| >> |
-- Requisite approval from members to be obtained |
1197
| >> |
-- Notice for approval of merger or division |
1197
| >> |
-- Options available for non-consenting members and creditors |
1197
| >> |
-- Effective date of resolution |
1198
| >> |
-- Contents of the resolution for approval |
1198
| >> |
-- Conveyance of assets and liabilities |
1199
| >> |
-- Making arrangement for satisfying claims |
1199
| >> |
-- Dissolution of producer company |
1199
| >> |
-- Appeal to the Tribunal |
1199
| >> |
Striking off name of producer company |
1199
| >> |
-- Circumstances in which name of producer company can be strike off |
1199
| >> |
-- Who shall strike off the name |
1200
| >> |
-- Appeal to NCLT |
1200
| >> |
Resolution of disputes |
1200
| >> |
Provisions of Chapter XXI-A to override other laws |
1201
| >> |
Application of provisions relating to private companies |
1201
| >> |
Power to modify Act in its application to producer companies |
1201
| >> |
Power to make rules |
1201
| >> |
Penalty for use of the words "Producer Company Limited" without registration under Chapter XXI-A |
1201
| >> |
21. Compromise, Merger and Amalgamation |
1202
| >> |
Compromise or arrangement with creditors and members |
1202
| >> |
-- Applicaton for approval of scheme |
1202
| >> |
-- Disclosures to be made by filing Affidavit |
1203
| >> |
-- Directions of Tribunal to call meeting for sanctioning of scheme |
1203
| >> |
-- Meeting of members and/or creditors |
1204
| >> |
-- Order of the Tribunal |
1207
| >> |
-- Filing of order of Tribunal with Registrar of Companies |
1208
| >> |
-- Requirement for listed entity as to scheme of arrangement under SEBI (LODR) Regulations, 2015 |
1208
| >> |
-- Timeline for completion of compromise or arrangement |
1209
| >> |
-- Buy Back of small lots of shares through a scheme of compromise arrangement is not in violation of section 68 |
1209
| >> |
-- Inclusion of takeover offer |
1209
| >> |
-- Non applicability of provisions of section 66 on reduction of share capital |
1210
| >> |
-- Powers of the Tribunal to enforce compromise or arrangement |
1210
| >> |
-- Compromise or arrangement includes 'demerger' |
1211
| >> |
Procedure for merger and amalgamation of companies |
1211
| >> |
-- Application to Tribunal for sanctioning arrangement |
1211
| >> |
-- Circulation of certain documents for meeting ordered by the Tribunal |
1212
| >> |
-- Directions on hearing of application |
1213
| >> |
-- Provision to be made by the Tribunal to regulate transfer process |
1213
| >> |
-- Filing of copy of order with the Registrar |
1214
| >> |
-- Effective date of scheme |
1214
| >> |
-- Filing of statement regarding compliance with the Registrar |
1214
| >> |
-- Transfer of property or liability of transferor company |
1214
| >> |
-- Penalty for contravention |
1215
| >> |
-- Report on working of compromise or arrangement |
1215
| >> |
-- Liberty to apply to Tribunal |
1215
| >> |
-- Preservation of books and papers of amalgamated company |
1215
| >> |
Merger and amalgamation of certain companies |
1215
| >> |
-- Approval of scheme for merger or amalgamation of certain companies |
1215
| >> |
-- Filing of copy of the scheme with the Central Government, etc. |
1216
| >> |
-- Confirmation in case of no objections or suggestions to the scheme |
1216
| >> |
-- Communication of objections to the Central Government |
1217
| >> |
-- Filing an application before Tribunal |
1217
| >> |
-- Order by the Tribunal on receiving an application from the Central Government |
1217
| >> |
-- Communication of order of Tribunal |
1217
| >> |
-- Dissolution of the transferor company on registration of the scheme |
1217
| >> |
-- Effect of registration of scheme with the registrar |
1217
| >> |
-- Cancellation or extinguishment of shareholding of transferee company |
1218
| >> |
-- Application regarding revised capital and payment of fee |
1218
| >> |
-- Miscellaneous aspects |
1218
| >> |
Merger or amalgamation of company with foreign company |
1218
| >> |
-- Applicability of provisions of section 234 |
1218
| >> |
-- Terms and conditions of the scheme of merger |
1218
| >> |
-- Notified jurisdictions by the Central Government |
1219
| >> |
Scheme of taking over another company |
1219
| >> |
-- Scheme to be approved by shareholders of 90% value [Section 235(1)] |
1220
| >> |
-- Notice within two months to dissenting shareholders |
1220
| >> |
-- Procedure of transfer of shares [Section 235(3)] |
1220
| >> |
-- Consideration to be kept in trust and in bank account |
1221
| >> |
-- SEBI regulations in respect of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 |
1221
| >> |
Purchase of minority shareholding |
1221
| >> |
-- Notification of the intention to buy remaining shares by the acquirer |
1221
| >> |
-- Offer made by acquirer, person or group of persons [Section 236(2)] |
1221
| >> |
-- Offer by minority shareholders |
1222
| >> |
-- Consideration to be kept in separate bank account for disbursement |
1222
| >> |
-- Company to act as a transfer agent |
1222
| >> |
-- Procedure followed in absence of physical delivery of shares |
1222
| >> |
-- Offer for sale of minority shareholding for extended period of time |
1222
| >> |
-- Sharing of additional compensation among minority shareholders |
1223
| >> |
-- Applicability of provisions upon residual minority |
1223
| >> |
Compulsory amalgamation by the Central Government |
1223
| >> |
-- Member or creditor to have same interest |
1223
| >> |
-- Appeal before the Tribunal |
1224
| >> |
-- Laying of copy of order |
1224
| >> |
-- No order under section 237 under certain circumstances |
1224
| >> |
-- Provision in relation to registration of offer of schemes involving transfer of shares |
1224
| >> |
ANNEXURES |
1225
| >> |
List of Forms |
1225
| >> |
Schedule of Fees |
1225
| >> |
Companies (Compromises, Arrangements and Amalgamations) Second Amendment Rules, 2020 |
1226
| >> |
-- Notification G.S.R. 773(E), dated 17-12-2020 [F. No. 2/31/CAA/2013 - CL.V] |
1226
| >> |
22. Inspection, Inquiry and Investigation |
1228
| >> |
Power of Registrar to call for information, inspect books and conduct inquiries |
1228
| >> |
-- Compliance by company and its officers post receiving notice by Registrar |
1228
| >> |
-- Additional written notice by Registrar for production of further material |
1228
| >> |
-- Scope of inquiry by Registrar |
1229
| >> |
-- Power of Central Government to order inspection |
1230
| >> |
-- Penalty for non-furnishing the information to the Registrar |
1230
| >> |
Conduct of inspection and inquiry |
1230
| >> |
-- Duty of director, officer or employee |
1230
| >> |
-- Right of Registrar or Inspector to take copies of books of account |
1230
| >> |
-- Registrar or Inspector to have powers of Civil Court |
1230
| >> |
-- Punishment for contravention by director or officer of the company |
1231
| >> |
Reporting of Registrar or Inspector on inspection or inquiry |
1231
| >> |
Search and seizure of documents by Registrar |
1231
| >> |
-- Circumstances for seizure |
1231
| >> |
-- Period of seizure |
1231
| >> |
-- Taking of copies, placing identification marks |
1231
| >> |
Investigation into affairs of company |
1232
| >> |
-- Investigation on order of Central Government |
1232
| >> |
-- Appointment of Inspector |
1232
| >> |
-- Investigation into affairs of company in other cases [Section 213] |
1232
| >> |
-- Deposit of security for payment of costs and expenses of investigation |
1233
| >> |
Investigation into ownership of company |
1234
| >> |
-- Scope of investigation |
1234
| >> |
-- Scope and extent of powers of inspectors |
1234
| >> |
Procedure as to investigation and powers of inspector |
1234
| >> |
-- Duty of present and former officers, employees etc. to provide assistance |
1234
| >> |
-- Powers of inspectors |
1235
| >> |
-- Punishment for disobeying order of inspector or Registrar and vacation of office on conviction [Section 217(6)] |
1235
| >> |
-- Punishment for failure to produce information or appearing before inspector [Section 217(8)] |
1235
| >> |
-- Central or State Government officers to provide assistance to inspector |
1236
| >> |
-- Reciprocal arrangements with foreign countries vis-a-vis investigation |
1236
| >> |
-- Orders from court for production of documents or papers in a foreign state |
1236
| >> |
-- Action upon receipt of letter of request from another country |
1237
| >> |
Protection of employees during investigation |
1237
| >> |
-- Tribunal’s approval required for taking any action against employee(s) |
1237
| >> |
-- Where no objection received within 30 days |
1237
| >> |
-- Appeal against objection raised by Tribunal |
1238
| >> |
-- Decision of Tribunal shall be final |
1238
| >> |
Power of inspector to conduct investigation into affairs of related body corporates, etc. |
1238
| >> |
Seizure of documents by inspector during investigation |
1238
| >> |
Freezing of assets of company on inquiry and investigation |
1239
| >> |
-- Tribunal to direct freezing of assets of company |
1239
| >> |
-- Punishment for non-compliance |
1239
| >> |
Imposition of restrictions upon securities |
1239
| >> |
Report of inspector on investigation made |
1240
| >> |
-- Interim and final reports to the Central Government |
1240
| >> |
-- Report to be in writing |
1240
| >> |
-- Right to obtain copy of report |
1240
| >> |
-- Authentication and admissibility in legal proceedings |
1240
| >> |
Actions to be taken pursuant to inspector's report |
1240
| >> |
-- Prosecution of person criminally liable [Section 224(1)] |
1240
| >> |
-- Petition to Tribunal for winding up [Section 224(2)] |
1240
| >> |
-- Winding up proceedings for recovery of damages or property [Section 224(3)] |
1241
| >> |
-- Indemnification of Central Government against cost or expenses incurred |
1241
| >> |
-- Application by Central Government for disgorgement of property, etc. obtained by fraud |
1241
| >> |
Expenses relating to investigation |
1241
| >> |
Voluntary winding up of company, etc., not to stop investigation |
1242
| >> |
Legal advisers and bankers not to disclose certain information |
1242
| >> |
Penalty for furnishing false statement, mutilation, destruction of documents |
1242
| >> |
Serious Fraud Investigation Office |
1242
| >> |
-- Setting up of SFIO |
1242
| >> |
-- Composition of SFIO |
1243
| >> |
-- Terms and conditions of service of Director, experts, etc. of SFIO |
1243
| >> |
-- Assignment of investigation into affairs of company by Central Governement |
1243
| >> |
-- Other investigating agencies barred from investigation proceedings |
1244
| >> |
-- Investigation by SFIO |
1244
| >> |
-- Investigating Officer to exercise powers of Inspector |
1244
| >> |
-- Responsibility of employees and officers of company during investigation |
1244
| >> |
-- Cognizable and non-bailable offences [Section 212(6)/(7)] |
1244
| >> |
-- Arrest of person guilty of an offence under section 212(8) |
1245
| >> |
-- Forwarding copy of arrest order to SFIO |
1245
| >> |
-- Submission of report to Central Government |
1245
| >> |
-- Prosecution proceedings by SFIO |
1246
| >> |
-- Sharing of information and documents related to offence during investigation |
1246
| >> |
Enquiry or investigation commenced prior to SEBI (LODR) Regulations, 2015 |
1246
| >> |
ANNEXURE |
1246
| >> |
Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017 |
1247
| >> |
-- Notification dated 24th August 2017 [w.e.f. 14-8-2017] |
1247
| >> |
23. Oppression and Mismanagement |
1250
| >> |
Introduction |
1250
| >> |
Protections being available for minority shareholders |
1250
| >> |
-- Protection under common law |
1250
| >> |
-- Protection under Companies Act, 2013 |
1251
| >> |
Meaning of 'oppression' |
1251
| >> |
Determination regarding existence of oppression |
1252
| >> |
Meaning of mismanagement |
1252
| >> |
Determination of existence of mismanagement |
1252
| >> |
Relief against oppression or mismanagement via application to Tribunal |
1252
| >> |
-- Right of members to apply to Tribunal for relief against oppression or mismanagement |
1253
| >> |
-- Requisite number of members who can apply to Tribunal [Section 244(1)] |
1253
| >> |
-- Application by some members on behalf of others |
1254
| >> |
-- Right of Central Government to apply under section 241 |
1254
| >> |
-- Action of Tribunal in case of application for relief against oppression or mismanagement |
1255
| >> |
Powers of Tribunal on application made under section 241 |
1255
| >> |
Filing copy of Tribunal's order with Registrar |
1256
| >> |
Power of Tribunal to make an interim order |
1256
| >> |
Tribunal to order on application of Central Government as to holding of office of director or management of company |
1257
| >> |
Order of Tribunal and alteration of MoA or AoA |
1257
| >> |
-- Obligation to carry out alterations in the Memorandum or Articles |
1257
| >> |
-- Cases where alterations are inconsistent with order of Tribunal |
1257
| >> |
-- Effect of alterations in Memorandum and Articles by Tribunal's order |
1257
| >> |
-- Filing of copy of alteration, etc., with Registrar |
1257
| >> |
Consequences of termination or modification of certain agreements |
1257
| >> |
Leave of Tribunal |
1258
| >> |
Non entitlement to any compensation for loss or termination of office |
1258
| >> |
Some Judicial Pronouncements on Oppression/Mismanagement |
1258
| >> |
-- Single act can constitute oppression |
1258
| >> |
-- Condition precedent for relief |
1259
| >> |
-- Necessity of finding of oppression |
1260
| >> |
-- Allotment of shares converting majority into minority |
1260
| >> |
-- Justification of order passed by Tribunal with incomplete pleadings |
1261
| >> |
-- Jurisdiction of civil court to entertain a suit filed against oppression and mismanagement |
1261
| >> |
-- Reversing entries with regard to payment of unsecured loan and non-payment of guarantee commission |
1262
| >> |
-- Maintainability of petition for relief |
1262
| >> |
-- No forum shopping allowed while entertaining a petition for relief |
1263
| >> |
-- Invocation of section 397/398 on past concluded transaction |
1263
| >> |
-- Functional areas of petitioner as director withdrawn, remuneration stopped and shares illegally transferred to outsiders |
1263
| >> |
-- Removal of MD without issuing notice and violation of status quo order |
1264
| >> |
-- Lack of service of EGM Notice |
1264
| >> |
-- Legal representative of deceased member can claim interim relief under section 397/398 of the Companies Act, 1956 |
1265
| >> |
-- Jurisdiction and power of Tribunal and Appellate Tribunal |
1265
| >> |
-- Jurisdiction in case of deadlock in the affairs of company |
1267
| >> |
-- Legality of transfer of shares against the provisions of AoA and without consideration |
1267
| >> |
-- Justifiability of setting aside order of NCLT |
1268
| >> |
-- Time barred petition for oppression and mismanagement |
1268
| >> |
-- Modification of interim order passed in interest of party to appeal |
1269
| >> |
-- Justifiability of setting aside order of Tribunal when it failed to follow related procedure |
1269
| >> |
-- Justifiability of counter proceedings where application filed to sustantiate oppression and mismanagement |
1269
| >> |
Class Action |
1269
| >> |
-- Requisite number of members who can file an application for class action |
1269
| >> |
-- Grounds for filing application for class suits |
1270
| >> |
-- Liability in case damage or compensation is sought against audit firm |
1270
| >> |
-- Factors to be considered while considering application for class suits |
1271
| >> |
-- Action taken by Tribunal |
1271
| >> |
-- Non-compliance of order of Tribunal |
1272
| >> |
-- Penalty for filing frivolous or vexatious application |
1272
| >> |
-- Application by representative |
1272
| >> |
Application of certain provisions to proceedings under section 241 or section 245 |
1272
| >> |
24. Defunct Companies and Removal of Names of Companies |
1273
| >> |
Meaning of "Defunct Companies" |
1273
| >> |
Circumstances where Registrar has power to remove the names of companies from Register of companies |
1274
| >> |
Procedure for striking off name from register of companies |
1274
| >> |
-- Sending of notice by Registrar on suo-motu basis |
1274
| >> |
-- Reply to notice sent by Registrar |
1274
| >> |
-- Application by company for removal of its name |
1274
| >> |
-- Signing and certification of application in Form No. STK-2 |
1276
| >> |
-- Publication of notice by Regsitrar |
1276
| >> |
-- Intimation to regulatory authorities seeking their objections |
1276
| >> |
-- Satisfaction by Registrar as to discharge of liabilities |
1277
| >> |
-- Dissolution of company by publishing notice |
1277
| >> |
-- Effect of company dissolved |
1277
| >> |
-- Liability of director, officer etc. after dissolution |
1277
| >> |
-- Tribunal may wind up company which has been removed from register |
1277
| >> |
Categories of companies, names of which cannot be removed from register of companies |
1277
| >> |
Restrictions on companies to file application for removal of their names from register of companies |
1278
| >> |
Consequences of filing fraudulent application by company for removal of name |
1279
| >> |
Appeal before Tribunal for restoration of name of company in register of companies |
1279
| >> |
-- Appeal by person aggrived within three years of order of dissolution of company |
1279
| >> |
-- Application by Registrar for restoration of name being struck off inadvertently |
1279
| >> |
-- Application by company or member or creditor, etc. within twenty years |
1279
| >> |
-- Filing of order of Tribunal with Registrar |
1280
| >> |
ANNEXURE |
1280
| >> |
List of Forms |
1280
| >> |
25. Winding Up of Companies |
1281
| >> |
Winding up by the Tribunal |
1281
| >> |
-- Circumstances where company may be wound up by Tribunal |
1282
| >> |
-- Persons entitled to file petition to Tribunal for winding up |
1282
| >> |
-- Form for filing petition |
1282
| >> |
-- Commencement of winding up by Tribunal |
1283
| >> |
-- Filing of affidavit |
1283
| >> |
-- Petition by company to be accompanied by statement of affairs |
1283
| >> |
-- Petition by contributory |
1283
| >> |
-- Petition by Registrar |
1283
| >> |
-- Filing a copy of every petition to Registrar |
1283
| >> |
-- Notice and advertisement of petition |
1283
| >> |
-- Application for leave to withdraw petition |
1284
| >> |
-- Power of Tribunal to pass order on receipt of petition |
1284
| >> |
-- Appointment of provisional liquidator or company liquidator |
1284
| >> |
-- Time limit for passing an order by Tribunal |
1286
| >> |
-- Refusal order to wind up the company by Tribunal |
1286
| >> |
-- Directions to company |
1286
| >> |
Jurisdiction of Tribunal |
1286
| >> |
Custody of company's properties |
1287
| >> |
Removal and replacement of liquidator |
1287
| >> |
-- Grounds of removal |
1287
| >> |
-- Replacement of Liquidator |
1287
| >> |
-- Damages or loss to be recovered from liquidator |
1287
| >> |
-- Opportunity of being heard given to liquidator |
1288
| >> |
Intimation about winding up to Company Liquidator, provisional liquidator and Registrar |
1288
| >> |
Effect of winding up order |
1288
| >> |
Stay of suits or pending legal proceedings |
1288
| >> |
Constitution of winding up Committee to assist liquidator |
1288
| >> |
-- Application to Tribunal for constitution of winding up Committee |
1288
| >> |
-- Liquidator's report to Tribunal |
1289
| >> |
Submission of report by liquidator to the Tribunal |
1289
| >> |
-- Particulars of report |
1289
| >> |
-- Manner of promotion or formation of notice to the Tribunal |
1290
| >> |
-- Duty of providing assistance required by the company liquidator |
1290
| >> |
-- Report on viability of business |
1290
| >> |
-- Inspection of report by creditor or contributory |
1290
| >> |
Submission of periodical reports to Tribunal |
1290
| >> |
Directions of Tribunal on report of company liquidator |
1290
| >> |
-- Fixing a time limit by Tribunal for completion of entire winding up proceeding |
1290
| >> |
-- Revised time limit provided in section 282(1) |
1291
| >> |
-- Order for sale of company as a going concern |
1291
| >> |
-- Report of fraud committed being respect of company received from company liquidator or Central Government |
1291
| >> |
-- Order to protect, preserve or enhance value of assets |
1291
| >> |
-- Other orders or directions |
1291
| >> |
Discharging liability of company by application of assets |
1291
| >> |
-- Settling list of contributories and application of assets |
1291
| >> |
-- Notice of settlement to contributories |
1292
| >> |
-- Variation of list |
1292
| >> |
-- Distinction between the contributories in their own right and representatives of contributory |
1292
| >> |
-- Conditions for inclusion in the list of contributories |
1292
| >> |
-- Who cannot be a contributory |
1292
| >> |
Obligations of directors and managers whose liability is unlimited |
1292
| >> |
Payment of debts by contributory and extent of set-off |
1293
| >> |
-- In case of an unlimited company |
1293
| >> |
-- In case of limited company |
1293
| >> |
-- In case of an unlimited or limited company |
1293
| >> |
Adjustment of rights of contributories |
1293
| >> |
Power of Tribunal to order as to costs |
1293
| >> |
Power of Tribunal to order examination of promoters, Directors, etc. |
1293
| >> |
Powers and duties of company liquidator |
1294
| >> |
Professional assistance to company liquidator |
1295
| >> |
Promoters, Directors, etc., to co-operate with company liquidator |
1296
| >> |
Advisory Committee |
1296
| >> |
-- Functions of advisory committee |
1296
| >> |
-- Composition of committee |
1296
| >> |
-- Convening meeting of creditors and contributories |
1296
| >> |
-- Company liquidator to report result of meeting |
1296
| >> |
-- Right to inspect books of accounts and other assets |
1297
| >> |
-- Chairman of the advisory committee |
1297
| >> |
Exercise and control of company liquidator's powers |
1297
| >> |
Books to be kept by company liquidator |
1297
| >> |
-- Record book to be maintained by company liquidator |
1297
| >> |
-- Registers and books to be maintained by company liquidator |
1298
| >> |
-- To complete all incomplete accounts |
1298
| >> |
-- Manner of keeping books |
1299
| >> |
-- Vouchers for all payments made to be kept |
1299
| >> |
Audit of company liquidator's accounts |
1299
| >> |
-- Obligations of company liquidator to maintain proper books of accounts |
1299
| >> |
-- Presentation of books of accounts to the Tribunal |
1299
| >> |
-- Audit of company liquidator's accounts |
1299
| >> |
-- Registry to send copy of account to auditor |
1300
| >> |
-- Circulation of copies of audited accounts of the company liquidator |
1300
| >> |
-- Forward of copy of audited accounts to CG/SG in case of Government company |
1300
| >> |
-- Audit certificate to be filed |
1300
| >> |
-- Audited accounts to be printed and circulated |
1300
| >> |
Detention of person absconding |
1300
| >> |
Debts of all descriptions to be admitted to proof |
1301
| >> |
Overriding preferential payments |
1301
| >> |
-- Order of payment of debts |
1301
| >> |
-- Notice for proving debts |
1301
| >> |
-- Mode of proof and verification thereof |
1302
| >> |
-- Debts payable to be paid in full |
1302
| >> |
-- Workmen's dues |
1302
| >> |
-- Examination of proof |
1302
| >> |
-- Acceptance or rejection of proof to be communicated |
1302
| >> |
Preferential payments |
1302
| >> |
-- Lists of preferential payments |
1302
| >> |
-- Payment made to employee on account of wages or salary or accrued holiday remuneration |
1303
| >> |
-- Rank to preferential payments equally among themselves |
1303
| >> |
-- Debts to be discharged so far as the assets are sufficient to meet them |
1303
| >> |
-- Debts to which priority is given to be charged first |
1303
| >> |
-- Remuneration as to period of holiday |
1304
| >> |
-- Meaning of relevant date |
1304
| >> |
-- Non-applicability |
1304
| >> |
Fraudulent preference |
1304
| >> |
-- Meaning of fraudulent preference |
1304
| >> |
-- Tribunal to declare transaction invalid |
1304
| >> |
Liabilities and rights of certain persons fraudulently preferred |
1304
| >> |
-- Liability of persons fraudulently preferred |
1304
| >> |
-- Value of interest of fraudulently preferred persons |
1305
| >> |
-- Right of Tribunal to determine any question w.r.t. payments |
1305
| >> |
-- Applicability |
1305
| >> |
Effect of floating charge |
1305
| >> |
Disclaimer of onerous property |
1305
| >> |
-- Meaning of onerous property |
1305
| >> |
-- Disclaimer of property |
1305
| >> |
-- Rescission of contract |
1306
| >> |
-- Making of an order for the vesting of the property |
1307
| >> |
-- Where the property disclaimed is of a leasehold nature |
1307
| >> |
-- Right of person affected by disclaimer |
1307
| >> |
Transfers to be void |
1307
| >> |
Certain attachments, executions, etc., in winding up by Tribunal to be void |
1308
| >> |
Offences by officers of companies in liquidation |
1308
| >> |
-- Meaning of expression “officer” |
1308
| >> |
-- List of offences which affect the property of company |
1308
| >> |
-- Protection available to officer |
1309
| >> |
-- Punishment for above offences |
1309
| >> |
Penalty for frauds by officers |
1310
| >> |
Liability where proper accounts not kept |
1310
| >> |
-- Punishment for default |
1310
| >> |
-- Defence available to officer in default |
1310
| >> |
-- When it would be deemed that proper books of account have not been kept |
1310
| >> |
Liability for fraudulent conduct of business |
1310
| >> |
-- Application by liquidator |
1310
| >> |
-- Powers of Tribunal |
1311
| >> |
-- Punishment for fraudulently carrying business |
1311
| >> |
-- Definition of assignee and officer for the purposes of this section |
1311
| >> |
Power of Tribunal to assess damages against delinquent directors, etc. |
1311
| >> |
-- Inquiry by Tribunal |
1311
| >> |
-- Who are entitled to make application |
1312
| >> |
-- Time limit for making application |
1312
| >> |
Liability under sections 339 and 340 to extend to partners or directors in firms or companies |
1312
| >> |
Prosecution of delinquent officers and members of company |
1312
| >> |
Company liquidator to exercise certain powers subject to sanction |
1313
| >> |
-- Liquidator's right to make settlements subject to Tribunal approval |
1313
| >> |
-- Power of Central Government to make rules |
1313
| >> |
-- Opportunity of being heard given to applicant and liquidator |
1313
| >> |
Statement indicating liquidation of company |
1313
| >> |
Evidentiary value of books and papers |
1314
| >> |
Inspection of books and papers |
1314
| >> |
Disposal of books and papers of company |
1314
| >> |
-- Manner of disposal of books and papers |
1314
| >> |
-- Time period for preservation of books and papers |
1314
| >> |
-- Power of Central Government to make rules |
1314
| >> |
-- Contravention of provisions |
1314
| >> |
Information as to pending liquidations |
1315
| >> |
-- Filing of liquidator’s statement of affairs |
1315
| >> |
-- Audit of such statement |
1315
| >> |
-- Filing of copy of statement |
1315
| >> |
-- Inspection of statement |
1315
| >> |
-- Penal provisions |
1315
| >> |
Official liquidator to make payments into Public Account of India |
1315
| >> |
Company liquidator to deposit monies into scheduled bank |
1316
| >> |
Liquidator not to deposit monies into private banking account |
1316
| >> |
-- Maintenance of account in a scheduled bank |
1316
| >> |
-- Amount to be credited in Company Liquidation Dividend and Undistributed Assets Account |
1316
| >> |
-- Contents of statement required to be furnished to Registrar |
1316
| >> |
-- Statement to accompany payment |
1317
| >> |
-- Time limit for depositing amount in Company Liquidation Dividend and Undistributed Assets Account |
1317
| >> |
-- Unclaimed dividends or undistributed assets under investment |
1317
| >> |
-- Settlement of claim |
1317
| >> |
-- Transfer of unclaimed amount to General Revenue Account |
1317
| >> |
-- Consequences of default |
1318
| >> |
Liquidator to make returns, etc. |
1318
| >> |
Meetings to ascertain wishes of creditors or contributories |
1318
| >> |
Dissolution by Tribunal |
1318
| >> |
Application to Tribunal by company liquidator |
1318
| >> |
-- Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account |
1319
| >> |
-- Furnishing copy of order with Registrar |
1319
| >> |
-- Conclusion of winding up |
1319
| >> |
Court, Tribunal or Person, etc., before whom affidavit may be sworn |
1319
| >> |
-- In India |
1319
| >> |
-- In any other country |
1319
| >> |
Powers of Tribunal to declare dissolution of company void |
1320
| >> |
-- Application for declaring the dissolution to be void |
1320
| >> |
-- Filing of order with the Registrar |
1320
| >> |
Exclusion of certain time in computing period of limitation |
1320
| >> |
Appeals from orders made before commencement of Act |
1320
| >> |
Provisions regarding Official Liquidators |
1320
| >> |
-- Official Liquidator -- Definition and Powers |
1320
| >> |
-- Summary procedure for liquidation of company |
1321
| >> |
-- Sale of assets and recovery of debts due to company [Section 362] |
1321
| >> |
-- Settlement of claims of creditors and appeal by creditor |
1322
| >> |
-- Order of dissolution of company |
1326
| >> |
Winding up of unregistered companies |
1326
| >> |
-- Circumstances of winding up of unregistered company |
1326
| >> |
-- Unregistered company deemed to be unable to pay its debts |
1327
| >> |
-- Meaning of "unregistered company" [Explanation to section 375] |
1327
| >> |
Power to wind up foreign companies, although dissolved |
1328
| >> |
Provisions of chapter not in derogation of other provisions |
1328
| >> |
Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases |
1328
| >> |
ANNEXURE |
1328
| >> |
List of Forms |
1328
| >> |
26. Insolvency of Corporate Persons |
1332
| >> |
Insolvency and Bankruptcy Code, 2016 |
1332
| >> |
Applicability of the Code |
1333
| >> |
Initiation of Corporate Insolvency Resolution Process |
1333
| >> |
-- Initiation of CIRP by Financial Creditors |
1333
| >> |
-- Initiation of CIRP by Operational Creditors |
1335
| >> |
-- Initiation of CIRP by corporate applicant |
1335
| >> |
-- Persons not entitled to make application |
1335
| >> |
Suspension of initiation of CIRP |
1336
| >> |
Withdrawal of application admitted |
1336
| >> |
Time limit for completion of CIRP |
1336
| >> |
Declaration of moratorium |
1336
| >> |
Appointment and tenure of interim resolution professional |
1337
| >> |
-- Where resolution professional is proposed by financial creditor, operational creditor or corporate debtor |
1337
| >> |
-- Appointment of interim resolution professional in case of no resolution professional proposed by operational creditor |
1337
| >> |
Public announcement |
1337
| >> |
Management of affairs of company by IRP |
1338
| >> |
Right of IRP to avail co-operation from several persons |
1339
| >> |
Duties of IRP |
1339
| >> |
Constitution of committee of creditors |
1340
| >> |
-- Where person is both financial creditor and an operational creditor |
1340
| >> |
-- Where any operational debt is assigned to financial creditor |
1340
| >> |
-- Where there is no financial creditor or financial creditors are related parties |
1340
| >> |
-- Where corporate debtor owes financial debts to two or more financial creditors as part of a consortium or agreement |
1341
| >> |
-- Where financial debt is represented by any other person |
1341
| >> |
Appointment of resolution professional and conduct of CIRP |
1341
| >> |
Actions requiring approval of committee of creditors |
1341
| >> |
Duties of resolution professional |
1342
| >> |
Submission and approval of resolution plan |
1343
| >> |
Miscellaneous activities to be conducted on approval of resolution plan |
1344
| >> |
Appeals and Appellate Authority |
1344
| >> |
Initiation of liquidation process under IBC |
1345
| >> |
Appointment of Liquidator and his powers and duties |
1345
| >> |
Claims of creditors |
1346
| >> |
Secured creditors during liquidation proceedings |
1347
| >> |
Distribution of assets |
1347
| >> |
Dissolution of corporate debtor |
1348
| >> |
-- Application to Adjudicating Authority |
1348
| >> |
-- Order of Adjudicating Authority |
1348
| >> |
-- Communication of order |
1348
| >> |
Punishment to liquidator for contravening the provisions of Code |
1348
| >> |
Fast Track Corporate Insolvency Resolution Process |
1348
| >> |
Voluntary liquidation of corporate persons |
1349
| >> |
-- Declaration of solvency |
1349
| >> |
-- Declaration to be accompanied with documents |
1349
| >> |
-- Approval from members and creditors |
1350
| >> |
Intimation to the Registrar and commencement of voluntary liquidation |
1350
| >> |
Dissolution of company |
1350
| >> |
Penalty for fraudulent or malicious initiation of proceedings |
1350
| >> |
Liability for fraudulent or wrongful conduct of business |
1350
| >> |
-- Application by resolution professional |
1350
| >> |
-- Order of Adjudicating Authority |
1351
| >> |
-- Power to give further directions |
1351
| >> |
-- Order of priority of debt payment [Section 67(2)] |
1351
| >> |
27.Registration Offices and Fees |
1352
| >> |
Meaning of registrar |
1352
| >> |
Registration offices |
1352
| >> |
-- Establishment of office and its composition |
1352
| >> |
-- Working hour of the Registrar |
1352
| >> |
-- Appointment of Registrars, etc. |
1352
| >> |
-- Powers and duties of Registrar |
1353
| >> |
-- Seal of Registrar |
1353
| >> |
Maintenance of documents in electronic form |
1353
| >> |
-- Approval of documents by the Registrar |
1353
| >> |
-- Issuance of certificates or documents by the Registrar |
1354
| >> |
-- Mode of communication of documents, etc. by the Registrar to companies |
1354
| >> |
Admissibility of certain documents as evidence |
1354
| >> |
Provisions relating to filing of applications, documents, inspection, etc. in electronic form |
1354
| >> |
-- Filing of attachemnts to the forms in PDF format |
1355
| >> |
-- Filing of documents which are required to be filed on non-judicial stamp paper |
1355
| >> |
-- Requirement as to mention DIN etc. on any correspondences |
1355
| >> |
-- Stamp duty on electronic documents |
1355
| >> |
-- Preservation of duly stamped document |
1356
| >> |
-- Submission of documents by defaulting company |
1356
| >> |
Authentication of documents |
1356
| >> |
-- Explanation of few expressions for understanding provision |
1356
| >> |
-- Authentication by using digital signatures |
1356
| >> |
-- Responsibility of authorised signatory |
1357
| >> |
-- Consequences of certifying false information |
1357
| >> |
-- Authentication in case of company |
1358
| >> |
-- Forms which require certification |
1358
| >> |
Inspection, production and evidence of documents kept by Registrar |
1359
| >> |
-- Documents to be kept by the Registrar for viewing and inspection |
1359
| >> |
-- Electronic inspection |
1359
| >> |
-- Evidentiary value of documents |
1359
| >> |
-- Restrictions on inspection in certain conditions |
1359
| >> |
-- Leave of Tribunal or Court for compelling the production of documents by the Registrar |
1359
| >> |
Electronic form to be exclusive, alternative or in addition to physical form |
1360
| >> |
Provision of value added services through electronic form |
1360
| >> |
Application of provisions of Information Technology Act, 2000 |
1360
| >> |
Payment of filing fees |
1360
| >> |
-- Time limit for delayed filing |
1360
| >> |
-- Requirement for payment of additional filing fee during the period of default |
1360
| >> |
-- Requirement as to payment of additional filing fee based on the delayed period of default for other documents needs to be filed |
1360
| >> |
-- Requirement for payment of higher additional fee where there is default on two or more occasions in submitting, filing, registering or recording of document |
1360
| >> |
-- Consequences of failure in filing, submitting document |
1361
| >> |
-- Filing of documents or applications for which no e-form prescribed |
1361
| >> |
-- Mode of payment |
1361
| >> |
-- Fees etc. to be credited into public account |
1361
| >> |
Companies Fresh Start Scheme, 2020 |
1362
| >> |
-- USP of Scheme |
1362
| >> |
-- Immunity granted under Scheme |
1362
| >> |
-- Withdrawal of any appeal initiated before making application for issue of immunity certificate |
1363
| >> |
-- Opportunity for inactive companies |
1363
| >> |
-- Non-applicability of Scheme |
1363
| >> |
Procedure on receiving form, documents etc. electronically |
1363
| >> |
-- Examination of application |
1363
| >> |
-- Intimation for removing defects of e-form or application |
1364
| >> |
-- Opportunity to be given to furnish information and rectify defects in the Forms |
1365
| >> |
-- Consequences of not removing defects of e-form or application |
1365
| >> |
-- Filing of additional document(s) in support of the form |
1365
| >> |
Vacation or removal of directors |
1365
| >> |
-- Verification of documents |
1365
| >> |
-- Reference to Regional Director |
1365
| >> |
ANNEXURES |
1366
| >> |
List of Forms |
1366
| >> |
Table of Fees |
1366
| >> |
28. NCLT, NCLAT and Special Courts |
1375
| >> |
NCLT and NCLAT |
1375
| >> |
Definition of 'Tribunal' |
1375
| >> |
Definition of 'Appellate Tribunal' |
1375
| >> |
Dissolution of the Company Law Board |
1375
| >> |
Civil Court not to have jurisdiction |
1376
| >> |
Transfer of certain pending proceedings to the Tribunal |
1376
| >> |
-- Proceedings pending before CLB |
1376
| >> |
-- Proceedings under Companies Act pending before District or High Court |
1376
| >> |
-- Winding up proceedings to be dealt as initiation of CIRP under the Code |
1376
| >> |
Protection of action taken in good faith |
1376
| >> |
Specific powers under NCLT Rules |
1376
| >> |
-- Inherent powers |
1376
| >> |
-- Power to exempt from compliance |
1376
| >> |
-- Power to extend time period |
1377
| >> |
Members of the Tribunal and Appellate Tribunal |
1377
| >> |
Qualifications of President and Members of Tribunal |
1377
| >> |
-- Qualification for appointment of the president |
1377
| >> |
-- Qualification for appointment of judicial member |
1377
| >> |
-- Qualification for appointment of Technical member |
1377
| >> |
Qualifications of chairperson and Members of Appellate Tribunal |
1378
| >> |
Selection of Members of Tribunal and Appellate Tribunal |
1378
| >> |
Benches of NCLT |
1378
| >> |
Transfer of proceedings from one Bench to another |
1379
| >> |
Right to representation |
1379
| >> |
Delegation of powers |
1380
| >> |
Order of the Tribunal |
1380
| >> |
Specific power of Tribunal to seek assistance of Magistrate |
1380
| >> |
Special powers to be exercised by the Tribunal |
1380
| >> |
Procedure before NCLT |
1382
| >> |
-- Manner of presentation of petition, application, appeal, etc. |
1382
| >> |
-- Form of presenting application, petition, interlocutory application, etc. |
1382
| >> |
-- Fee to be paid |
1382
| >> |
-- Advertisement detailing petition, application or reference |
1383
| >> |
-- Notice to be served to opposite party |
1383
| >> |
-- Requirement of affidavit |
1383
| >> |
-- Filing of reply and rejoinder |
1383
| >> |
-- Appearance of parties and hearing of petition by Tribunal |
1383
| >> |
-- Order passed by NCLT |
1384
| >> |
-- Filing order of Tribunal with the RoC |
1384
| >> |
-- Rectification of final order |
1384
| >> |
-- Register of appeals, petitions, etc. |
1384
| >> |
Appeal from orders of Tribunal |
1384
| >> |
Procedure before NCLAT |
1385
| >> |
-- Manner of filing appeal |
1385
| >> |
-- Form of presenting appeal |
1385
| >> |
-- Registration of appeal |
1385
| >> |
-- Filing of any interlocutory application |
1385
| >> |
-- Preparation of cause list and record of proceedings |
1386
| >> |
-- Issue of notice and summons |
1386
| >> |
-- Filing of objections or counter |
1386
| >> |
-- Inspection of records by any party |
1386
| >> |
-- Requirement of Affidavits |
1386
| >> |
-- Issue of summons for production of documents |
1386
| >> |
-- Order of NCLAT |
1386
| >> |
-- Register of Special leave Petition, appeals against order of NCLAT |
1387
| >> |
NCLT and NCLAT to exercise powers as vested in Civil Court |
1387
| >> |
Expeditious disposal by Tribunal and Appellate Tribunal |
1388
| >> |
Power and jurisdiction to punish for contempt |
1388
| >> |
Applicability of Limitation Act, 1963 |
1388
| >> |
Appeal to the Supreme Court |
1388
| >> |
Special Court |
1388
| >> |
Establishment of Special Courts |
1388
| >> |
Meaning of offence |
1388
| >> |
Constitution of Special Court |
1389
| >> |
Offences triable by Special Courts |
1389
| >> |
-- Establishment of Special Court and custody of accused person |
1389
| >> |
-- Summary Trial |
1389
| >> |
Appeal and revision |
1390
| >> |
Application of Code to proceedings before Special Court |
1390
| >> |
Classification of offences |
1390
| >> |
Offences against the Act to be cognizable only on complaint by the Registrar, shareholder or member of company or the Government |
1390
| >> |
Transitional provisions |
1391
| >> |
Compounding of offences |
1391
| >> |
-- Person entitled to apply for compounding of offence |
1391
| >> |
-- Powers to compound the offence |
1391
| >> |
-- Additional fee paid by company is deductible from the amount ordered on compounding of offence |
1392
| >> |
-- Circumstances where compounding not possible |
1392
| >> |
-- Application for compounding of offence given to Registrar |
1392
| >> |
-- Filing of return, account or other document by company or its officer to Registrar |
1393
| >> |
-- Penalty for non-compliance of order of Tribunal, Regional Director, etc. |
1393
| >> |
Mediation and Conciliation Panel |
1393
| >> |
-- Panel of experts |
1393
| >> |
-- Apply to Central Government for proceeding and appointment of experts |
1393
| >> |
-- Procedure to be followed by panel |
1393
| >> |
-- Representation of parties and privacy to be maintained in holding meeting |
1394
| >> |
-- Consequences of non-attendance of parties at sessions or meetings on due dates |
1394
| >> |
-- Offer of settlement by parties |
1394
| >> |
-- Parties alone responsible for taking decision |
1395
| >> |
-- Settlement agreement |
1395
| >> |
-- Fixing date of hearing for settlement |
1395
| >> |
-- Filing of objection |
1395
| >> |
-- Time limit for completion of mediation/conciliation |
1395
| >> |
-- Matters not to be referred to the mediation or conciliation |
1396
| >> |
Power of Central Government to appoint company prosecutors |
1396
| >> |
Appeal against acquittal |
1396
| >> |
Compensation for accusation without reasonable cause |
1396
| >> |
Application of fines |
1396
| >> |
Factors for determining level of punishment |
1396
| >> |
Lesser penalties for One person companies or small companies |
1397
| >> |
ANNEXURES |
1398
| >> |
List of Forms |
1398
| >> |
Schedule of Fees |
1398
| >> |
29. Corporate Governance |
1400
| >> |
Corporate governance -- Meaning of |
1400
| >> |
Aspects of corporate governance |
1401
| >> |
Significance of corporate governance |
1401
| >> |
Need for corporate governance |
1402
| >> |
Ethics for corporate governance |
1403
| >> |
-- Accountability |
1403
| >> |
-- Transparent system |
1404
| >> |
-- Mutual confidence |
1404
| >> |
-- Co-operation |
1404
| >> |
-- Trust |
1405
| >> |
Constituents of corporate governance |
1405
| >> |
Board of Directors and its role in corporate governance |
1406
| >> |
-- Composition of Board of Director |
1406
| >> |
-- Independent director defined under the Companies Act, 2013 |
1407
| >> |
-- Woman director |
1408
| >> |
-- Resident director |
1408
| >> |
-- Permanent directors and retiring directors |
1409
| >> |
-- Executive and non-executive directors |
1409
| >> |
-- Additional directors |
1409
| >> |
-- Directors appointed for filling casual vacancy |
1409
| >> |
-- Alternate directors |
1409
| >> |
-- Professional director |
1410
| >> |
-- Nominee directors |
1410
| >> |
-- Secretary-cum-director |
1410
| >> |
-- Small shareholder director |
1410
| >> |
-- Maximum number of directorships |
1410
| >> |
Shareholders and their role in corporate governance |
1410
| >> |
-- Rights of shareholders |
1410
| >> |
-- Timely information |
1411
| >> |
-- Equitable treatment |
1411
| >> |
-- Role of stakeholders |
1411
| >> |
-- Disclosure and transparency |
1412
| >> |
Auditors and their role in corporate governance |
1412
| >> |
-- Internal Audit |
1412
| >> |
-- Secretarial Audit |
1412
| >> |
Stock exchange and their role in corporate governance |
1413
| >> |
Committees of directors |
1414
| >> |
-- Audit Committee |
1415
| >> |
-- Nomination and Remuneration Committee |
1415
| >> |
-- Stakeholders Relationship Committee |
1416
| >> |
-- Corporate Social Responsibility (CSR) Committee |
1416
| >> |
-- Risk Management Committee |
1416
| >> |
Formulation of policy |
1416
| >> |
-- Vigil mechanism |
1416
| >> |
-- Related party transaction |
1417
| >> |
-- Code of conduct |
1418
| >> |
-- CSR policy |
1418
| >> |
-- Identification of material subsidiary |
1418
| >> |
Management discussion and analysis report |
1419
| >> |
Disclosure |
1419
| >> |
-- Disclosure of material events and information |
1419
| >> |
-- Disclosure on stock exchange |
1420
| >> |
-- Disclosure on website |
1420
| >> |
-- Disclosure of information to the shareholders for appointment of directors |
1420
| >> |
-- Disclosure for remuneration of directors |
1421
| >> |
Obligations |
1421
| >> |
-- Obligations with respect to independent directors |
1421
| >> |
-- Obligations with respect to employees including senior management, KMP, directors and promoters |
1422
| >> |
Other corporate governance requirements |
1422
| >> |
CEO/CFO Certification |
1422
| >> |
Applicability of corporate governance compliance requirements under the SEBI (LODR) Regulations, 2015 |
1423
| >> |
ANNEXURES |
1424
| >> |
Schedule II |
1424
| >> |
Schedule III |
1429
| >> |
Schedule V |
1432
| >> |
Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84, Dt. 20-5-2020 |
1432
| >> |
30. Fraud, Related Penalties and Further Consequences |
1436
| >> |
Punishment for fraud |
1436
| >> |
-- Meaning of fraud |
1436
| >> |
-- Liability of punishment on committing fraud, whether or not involving public interest |
1436
| >> |
Punishment for false statement under section 448 |
1437
| >> |
Punishment on giving of any false evidence |
1437
| >> |
Punishment for wrongful withholding of property [Section 452] |
1437
| >> |
-- Liability of fine on wrongful possession or witholding of property, etc. |
1437
| >> |
-- Order of Court to refund or undergo imprisonment otherwise |
1437
| >> |
-- No order of imprisonment in certain circumstances |
1437
| >> |
Punishment for improper use of 'Limited' or 'Private Limited' |
1438
| >> |
Punishment where no specific penalty or punishment is provided elsewhere in the Act |
1438
| >> |
Punishment and penalty in case of repeated default |
1438
| >> |
Adjudication of penalties |
1439
| >> |
-- Appointment of Adjudicating Officers by the Central Government |
1439
| >> |
-- Imposition of penalty by AO |
1439
| >> |
-- Notice by AO before adjudging penalty |
1439
| >> |
-- Reply to notice within specified period and futher extension of period by AO |
1439
| >> |
-- Notice for physical appearance by AO on hearing date and passing of order |
1440
| >> |
-- Time limit for passing an order |
1440
| >> |
-- Sending of order copies to the concerned company or persons |
1440
| >> |
-- Powers to be exercised by AO [Rule 3(10)] |
1440
| >> |
-- Factors to be considered while adjudging quantum of penalty |
1440
| >> |
-- Appeal against order of AO to Regional Director [Rule 4] |
1441
| >> |
-- Registration of appeal by RD [Rule 5] |
1441
| >> |
-- Disposal of appeal by RD |
1442
| >> |
-- Punishment on non-compliance |
1442
| >> |
Protection of action taken in good faith |
1443
| >> |
Non-disclosure of information relevant to investigation |
1443
| >> |
Delegation of powers and functions of the Central Government |
1443
| >> |
Powers of Central Government or Tribunal to accord approval, etc., and to prescribe fees on applications |
1443
| >> |
-- Central Government to accord approval, confirmation, etc. subject to conditions, limitations or restrictions [Section 459] |
1443
| >> |
-- Fee for application to Central Government |
1444
| >> |
Condonation of delay by the Central Government |
1444
| >> |
Annual report by Central Government |
1444
| >> |
Power of Central Government to exempt certain class(es) of companies from provisions of the Companies Act, 2013 |
1444
| >> |
Power of Court to grant relief in certain cases |
1444
| >> |
Prohibition of association or partnership of persons exceeding certain number |
1445
| >> |
Applications or Forms pending before Central Government, RD or Registrar of Companies |
1445
| >> |
Repeal of certain enactments and savings |
1446
| >> |
Dissolution of CLB and consequential provisions |
1447
| >> |
-- Chairman etc. of CLB would be Chairperson, President, etc. of Tribunal and AT before constitution |
1447
| >> |
-- Every officer or employee of CLB to be officer and employees of Tribunal and AT on dissolution of CLB |
1447
| >> |
-- Transfer of monies standing to the credit of provident fund, superannuation fund, etc. by Tribunal or AT |
1448
| >> |
-- Other officers, employees, etc. of CLB to vacate offices |
1448
| >> |
Power of Central Government to make rules or amend Schedules |
1448
| >> |
-- Central Government to make rules |
1448
| >> |
-- Central Government to amend Schedule |
1448
| >> |
-- Laying before each house of Parliament for approval |
1448
| >> |
-- Central Government to make rules relating to winding up [Section 468] |
1449
| >> |
Power of Central Government to direct companies to furnish information or statistics |
1449
| >> |
-- Central Government to order furnishing of information or statistics |
1449
| >> |
-- Publication of order in Official Gazette |
1450
| >> |
-- Central Government to order production of further records or documents |
1450
| >> |
-- Penalty on non-compliance |
1450
| >> |
-- Applicability on foreign company carrying on business in India |
1450
| >> |
Power to remove difficulties |
1450
| >> |
ANNEXURES |
1450
| >> |
General Circular No. 12/2020, dt. 30-3-2020 [F. No. 02/01/2020-CL-V] |
1450
| >> |
-- Companies Fresh Start Scheme, 2020 |
1450
| >> |
General Circular No. 30/2020, dt. 28-09-2020 [F. No. 02/01/2020-CL-V] |
1456
| >> |
-- Extension of Companies Fresh Start Scheme, 2020 |
1456
| >> |