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Company law ( vol-2 ) Edition 2016 by K.R. Chandratre

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Company law ( vol-2 ) Edition 2016 by K.R. Chandratre

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
Name Company law ( vol-2 ) Edition 2016 by K.R. Chandratre
SKU PROF886
Publisher No
Author Others
Edition 2016
Binding Hardbound
Language English
ISBN 9788177372458

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