Short Description: About COMPANY LAW (As amended by Companies (Amendment) Act, 2015) in about 4 volumes (with FREE CD) (Volumes 1 & 2 Released) PRINCIPLES OF INTERPRETATION OF STATUTES COMPANIES ACT, 2013 CHAPTER I PRELIMINARY 1. Short title, extent, commencement and application 2. Definitions (1) "abridged prospectus" (2) "accounting standards" (3) "alter" or "alteration" (4) "Appellate Tribunal" (5) "articles" (6) "associate company" (7) "auditing standards" (8) "authorised capital" or "nominal capital" (9) "banking company" (10) "Board of Directors" or "Board" (11) "body corporate" or "corporation" (12) "book and paper" and "book or paper" (13) "books of account" (14) "branch office" (15) "called-up capital" (16) "charge" (17) "chartered accountant" (18) "Chief Executive Officer" (19) "Chief Financial Officer" (20) "company" (21) "company limited by guarantee" (22) "company limited by shares" (23) "Company Liquidator" (24) "company secretary" or "secretary" (25) "company secretary in practice" (26) "contributory" (27) "control" (28) "cost accountant" (29) "court" (30) "debenture" (31) "deposit" (32) "depository" (33) "derivative" (34) "director" (35) "dividend" (36) "document" (37) "employees' stock option" (38) "expert" (39) "financial institution" (40) "financial statement" (41) "financial year" (42) "foreign company" (43) "free reserves" (44) "Global Depository Receipt" (45) "Government company" (46) "holding company" (47) "independent director" (48) "Indian Depository Receipt" (49) "interested director" (50) "issued capital" (51) "key managerial personnel" (52) "listed company" (53) "manager" (54) "managing director" (55) "member" (56) "memorandum" (57) "net worth" (58) "notification" (59) "officer" (60) "officer who is in default" (61) "Official Liquidator" (62) "One Person Company" (63) "ordinary or special resolution" (64) "paid-up share capital" or "share capital paid-up" (65) "postal ballot" (66) "prescribed" (67) "previous company law" (68) "private company" (69) "promoter" (70) "prospectus" (71) "public company" (72) "public financial institution" (73) "recognised stock exchange" (74) "register of companies" (75) "Registrar" (76) "related party" (77) "relative" (78) "remuneration" (79) "Schedule" (80) "scheduled bank" (81) "securities" (82) "Securities and Exchange Board" (83) "Serious Fraud Investigation Office" (84) "share" (85) "small company" (86) "subscribed capital" (87) "subsidiary company" or "subsidiary" (88) "sweat equity shares" (89) "total voting power" (90) "Tribunal" (91) "turnover" (92) "unlimited company" (93) "voting right" (94) "whole-time director" (95) Words defined in Allied Acts CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO 3. Formation of company 4. Memorandum 5. Articles 6. Act to override memorandum, articles, etc. 7. Incorporation of company 8. Formation of companies with charitable objects, etc. 9. Effect of registration 10. Effect of memorandum and articles 11. Commencement of business, etc 12. Registered office of company 13. Alteration of memorandum 14. Alteration of articles 15. Alteration of memorandum or articles to be noted in every copy 16. Rectification of name of company 17. Copies of memorandum, articles, etc., to be given to members 18. Conversion of companies already registered 19. Subsidiary company not to hold shares in its holding company 20. Service of documents 21. Authentication of documents, proceedings and contracts 22. Execution of bills of exchange, etc. CHAPTER III PROSPECTUS AND ALLOTMENT OF SECURITIES PART I.—Public offer 23. Public offer and private placement 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. 25. Document containing offer of securities for sale to be deemed prospectus 26. Matters to be stated in prospectus 27. Variation in terms of contract or objects in prospectus 28. Offer of sale of shares by certain members of company 29. Public offer of securities to be in dematerialised form 30. Advertisement of prospectus 31. Shelf prospectus 32. Red herring prospectus 33. Issue of application forms for securities 34. Criminal liability for mis-statements in prospectus 35. Civil liability for mis-statements in prospectus 36. Punishment for fraudulently inducing persons to invest money 37. Action by affected persons 38. Punishment for personation for acquisition, etc., of securities 39. Allotment of securities by company 40. Securities to be dealt with in stock exchanges 41. Global depository receipt PART II.—Private placement 42. Offer or invitation for subscription of securities on private placement CHAPTER IV SHARE CAPITAL AND DEBENTURES 43. Kinds of share capital 44. Nature of shares or debentures 45. Numbering of shares 46. Certificate of shares 47. Voting rights 48. Variation of shareholders' rights 49. Calls on shares of same class to be made on uniform basis 50. Company to accept unpaid share capital, although not called up 51. Payment of dividend in proportion to amount paid-up 52. Application of premiums received on issue of shares 53. Prohibition on issue of shares at discount 54. Issue of sweat equity shares 55. Issue and redemption of preference shares 56. Transfer and transmission of securities 57. Punishment for personation of shareholder 58. Refusal of registration and appeal against refusal 59. Rectification of register of members 60. Publication of authorised, subscribed and paid-up capital 61. Power of limited company to alter its share capital 62. Further issue of share capital 63. Issue of bonus shares 64. Notice to be given to Registrar for alteration of share capital 65. Unlimited company to provide for reserve share capital on conversion into limited company 66. Reduction of share capital 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares 68. Power of company to purchase its own securities 69. Transfer of certain sums to capital redemption reserve account 70. Prohibition for buy-back in certain circumstances 71. Debentures 72. Power to nominate CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES 73. Prohibition on acceptance of deposits from public 74. Repayment of deposits, etc., accepted before commencement of this Act 75. Damages for fraud 76. Acceptance of deposits from public by certain companies 76A. Punishment for contravention of section 73 or section 76 CHAPTER VI REGISTRATION OF CHARGES 77. Duty to register charges, etc. 78. Application for registration of charge 79. Section 77 to apply in certain matters 80. Date of notice of charge 81. Register of charges to be kept by Registrar 82. Company to report satisfaction of charge 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company 84. Intimation of appointment of receiver or manager 85. Company's register of charges 86. Punishment for contravention 87. Rectification by Central Government in register of charges CHAPTER VII MANAGEMENT AND ADMINISTRATION 88. Register of members, etc. 89. Declaration in respect of beneficial interest in any share 90. Investigation of beneficial ownership of shares in certain cases 91. Power to close register of members or debenture holders or other security holders 92. Annual return 93. Return to be filed with Registrar in case promoters' stake changes 94. Place of keeping and inspection of registers, returns, etc 95. Registers, etc., to be evidence 96. Annual general meeting 97. Power of Tribunal to call annual general meeting 98. Power of Tribunal to call meetings of members, etc 99. Punishment for default in complying with provisions of sections 96 to 98 100. Calling of extraordinary general meeting 101. Notice of meeting 102. Statement to be annexed to notice 103. Quorum for meetings 104. Chairman of meetings 105. Proxies 106. Restriction on voting rights 107. Voting by show of hands 108. Voting through electronic means 109. Demand for poll 110. Postal ballot 111. Circulation of members' resolution 112. Representation of President and Governors in meetings 113. Representation of corporations at meeting of companies and of creditors 114. Ordinary and special resolutions 115. Resolutions requiring special notice 116. Resolutions passed at adjourned meeting 117. Resolutions and agreements to be filed 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot 119. Inspection of minute-books of general meeting 120. Maintenance and inspection of documents in electronic form 121. Report on annual general meeting 122. Applicability of this Chapter to One Person Company CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND 123. Declaration of dividend 124. Unpaid Dividend Account 125. Investor Education and Protection Fund 126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares 127. Punishment for failure to distribute dividends CHAPTER IX ACCOUNTS OF COMPANIES 128. Books of account, etc., to be kept by company 129. Financial statement 130. Re-opening of accounts on court's or Tribunal's orders 131. Voluntary revision of financial statements or Board’s report 132. Constitution of National Financial Reporting Authority 133. Central Government to prescribe accounting standards 134. Financial Statement, Board's report, etc. 135. Corporate Social Responsibility 136. Right of member to copies of audited financial statement 137. Copy of financial statement to be filed with Registrar 138. Internal Audit CHAPTER X AUDIT AND AUDITORS 139. Appointment of auditors 140. Removal, resignation of auditor and giving of special notice 141. Eligibility, qualifications and disqualifications of auditors 142. Remuneration of auditors 143. Powers and duties of auditors and auditing standards 144. Auditor not to render certain services 145. Auditors to sign audit reports, etc 146. Auditors to attend general meeting 147. Punishment for contravention 148. Central Government to specify audit of items of cost in respect of certain companies CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTOR 149. Company to have Board of Directors 150. Manner of selection of independent directors and maintenance of data bank of independent directors 151. Appointment of director elected by small shareholders 152. Appointment of directors 153. Application for allotment of Director Identification Number 154. Allotment of Director Identification Number 155. Prohibition to obtain more than one Director Identification Number 156. Director to intimate Director Identification Number 157. Company to inform Director Identification Number to Registrar 158. Obligation to indicate Director Identification Number 159. Punishment for contravention 160. Right of persons other than retiring directors to stand for directorship 161. Appointment of additional director, alternate director annominee director 162. Appointment of directors to be voted individually 163. Option to adopt principle of proportional representation for appointment of directors 164. Disqualifications for appointment of director 165. Number of directorships 166. Duties of directors 167. Vacation of office of director 168. Resignation of director 169. Removal of directors 170. Register of directors and key managerial personnel and their shareholding 171. Members' right to inspect 172. Punishment CHAPTER XII MEETINGS OF BOARD AND ITS POWERS 173. Meetings of Board 174. Quorum for meetings of Board 175. Passing of resolution by circulation 176. Defects in appointment of directors not to invalidate actions taken 177. Audit committee 178. Nomination and remuneration committee and stakeholders relationship committee 179. Powers of Board 180. Restrictions on powers of Board 181. Company to contribute to bona fide and charitable funds, etc 182. Prohibitions and restrictions regarding political contributions 183. Power of Board and other persons to make contributions to national defence fund, etc. 184. Disclosure of interest by director 185. Loan to directors, etc. 186. Loan and investment by company 187. Investments of company to be held in its own name 188. Related party transactions 189. Register of contracts or arrangements in which directors are interested 190. Contract of employment with managing or whole-time directors 191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares 192. Restriction on non-cash transactions involving directors 193. Contract by One Person Company

ISBN: 978-81-7737-244-1

AUTHOR: K.M. Ghosh & Dr. K.R. Chandratre

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