Certified Company Law Professional

TABLE OF CONTENT

Basics

• Short title, extent, commencement and application
• Definitions

Incidental Thereto

• Formation of company
• Memorandum
• Articles
• Act to override memorandum, articles, etc
• Incorporation of company
• Formation of companies with charitable objects, etc
• Effect of registration
• Effect of memorandum and articles
• Commencement of business, etc
• Registered office of company
• Alteration of memorandum
• Alteration of articles
• Alteration of memorandum or articles to be noted in every copy
• Rectification of name of company
• Copies of memorandum, articles, etc, to be given to members
• Conversion of companies already registered
• Subsidiary company not to hold shares in its holding company
• Service of documents
• Authentication of documents, proceedings and contracts
• Execution of bills of exchange, etc

Prospectus and Allotment Of Securities

• Public offer and private placement
• Power of Securities and Exchange Board
• Document containing offer of securities for sale to be deemed prospectus
• Matters to be stated in prospectus
• Variation in terms of contract or objects in prospectus
• Offer of sale of shares by certain members of company
• Public offer of securities to be in dematerialized form
• Advertisement of prospectus
• Shelf prospectus
• Red herring prospectus
• Issue of application forms for securities
• Criminal liability for misstatements in prospectus
• Civil liability for misstatements in prospectus
• Punishment for fraudulently inducing persons to invest money
• Action by affected persons
• Punishment for impersonation for acquisition, etc, of securities
• Allotment of securities by company
• Securities to be dealt with in stock exchanges
• Global depository receipt

Private Placement

• Offer or invitation for subscription of securities on private placement

Share Capital and Debentures

• Kinds of share capital
• Nature of shares or debentures
• Numbering of shares
• Certificate of shares
• Voting rights
• Variation of shareholders' rights
• Calls on shares of same class to be made on uniform basis
• Company to accept unpaid share capital, although not called up
• Payment of dividend in proportion to amount paid-up
• Application of premiums received on issue of shares
• Prohibition on issue of shares at discount
• Issue of sweat equity shares
• Issue and redemption of preference shares
• Transfer and transmission of securities
• Punishment for impersonation of shareholder
• Refusal of registration and appeal against refusal
• Rectification of register of members
• Publication of authorized, subscribed and paid-up capital
• Power of limited company to alter its share capital
• Further issue of share capital
• Issue of bonus shares

Section

• Notice to be given to Registrar for alteration of share capital
• Unlimited company to provide for reserve share capital on conversion into limited company
• Reduction of share capital
• Restrictions on purchase by company or giving of loans by it for purchase of its shares
• Power of company to purchase its own securities
• Transfer of certain sums to capital redemption reserve account
• Prohibition for buy-back in certain circumstances
• Debentures
• Power to nominate

Acceptance Of Deposits By Companies

• Prohibition on acceptance of deposits from public
• Repayment of deposits, etc, accepted before commencement of this Act
• Damages for fraud
• Acceptance of deposits from public by certain companies

Registration Of Charges

• Duty to register charges, etc
• Application for registration of charge
• Section to apply in certain matters
• Date of notice of charge
• Register of charges to be kept by Registrar
• Company to report satisfaction of charge
• Power of Registrar to make entries of satisfaction and release in absence of intimation from company
• Intimation of appointment of receiver or manager
• Company's register of charges
• Punishment for contravention
• Rectification by Central Government in register of charges

Management and Administration

• Register of members, etc
• Declaration in respect of beneficial interest in any share
• Investigation of beneficial ownership of shares in certain cases
• Power to close register of members or debenture holders or other security holders
• Annual return
• Return to be filed with Registrar in case promoters' stake changes
• Place of keeping and inspection of registers, returns, etc
• Registers, etc, to be evidence
• Annual general meeting
• Power of Tribunal to call annual general meeting
• Power of Tribunal to call meetings of members, etc
• Punishment for default in complying with provisions of sections to
• Calling of extraordinary general meeting
• Notice of meeting
• Statement to be annexed to notice
• Quorum for meetings
• Chairman of meetings
• Proxies
• Restriction on voting rights
• Voting by show of hands
• Voting through electronic means
• Demand for poll
• Postal ballot
• Circulation of members' resolution
• Representation of President and Governors in meetings
• Representation of corporations at meeting of companies and of creditors
• Ordinary and special resolutions
• Resolutions requiring special notice
• Resolutions passed at adjourned meeting
• Resolutions and agreements to be filed
• Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
• Inspection of minute-books of general meeting
• Maintenance and inspection of documents in electronic form
• Report on annual general meeting
• Applicability of this Chapter to One Person Company

Declaration and Payment Of Dividend

• Declaration of dividend
• Unpaid Dividend Account
• Investor Education and Protection Fund
• Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
• Punishment for failure to distribute dividends

Accounts Of Companies

• Books of account, etc, to be kept by company
• Financial statement
• Re-opening of accounts on court's or Tribunal's orders
• Voluntary revision of financial statements or Board’s report
• Constitution of National Financial Reporting Authority
• Central Government to prescribe accounting standards
• Financial Statement, Board's report, etc
• Corporate Social Responsibility
• Right of member to copies of audited financial statement
• Copy of financial statement to be filed with Registrar
• Internal Audit

Audit and Auditors

• Appointment of auditors
• Removal, resignation of auditor and giving of special notice
• Eligibility, qualifications and disqualifications of auditors
• Remuneration of auditors
• Powers and duties of auditors and auditing standards
• Auditor not to render certain services
• Auditors to sign audit reports, etc
• Auditors to attend general meeting
• Punishment for contravention
• Central Government to specify audit of items of cost in respect of certain companies

Appointment and Qualifications Of Directors

• Company to have Board of Directors
• Manner of selection of independent directors and maintenance of data bank of independent directors
• Appointment of director elected by small shareholders
• Appointment of directors
• Application for allotment of Director Identification Number
• Allotment of Director Identification Number
• Prohibition to obtain more than one Director Identification Number
• Director to intimate Director Identification Number
• Company to inform Director Identification Number to Registrar
• Obligation to indicate Director Identification Number
• Punishment for contravention
• Right of persons other than retiring directors to stand for directorship
• Appointment of additional director, alternate director and nominee director
• Appointment of directors to be voted individually
• Option to adopt principle of proportional representation for appointment of directors
• Disqualifications for appointment of director
• Number of directorships
• Duties of directors
• Vacation of office of director
• Resignation of director
• Removal of directors
• Register of directors and key managerial personnel and their shareholding
• Members' right to inspect
• Punishment

Meetings Of Board and its Powers

• Meetings of Board
• Quorum for meetings of Board
• Passing of resolution by circulation
• Defects in appointment of directors not to invalidate actions taken
• Audit committee
• Nomination and remuneration committee and stakeholders relationship committee
• Powers of Board
• Restrictions on powers of Board
• Company to contribute to bona fide and charitable funds, etc
• Prohibitions and restrictions regarding political contributions
• Power of Board and other persons to make contributions
• Disclosure of interest by director
• Loan to directors, etc
• Loan and investment by company
• Investments of company to be held in its own name
• Related party transactions
• Register of contracts or arrangements in which directors are interested
• Contract of employment with managing or whole-time directors
• Payment to director for loss of office, etc, in connection with transfer of undertaking, property or shares
• Restriction on non-cash transactions involving directors
• Contract by One Person Company
• Prohibition on forward dealings in securities of company by director or key managerial personnel
• Prohibition on insider trading of securities

Appointment and Remuneration Of Managerial Personnel

• Appointment of managing director, whole-time director or manager
• Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
• Calculation of profits
• Recovery of remuneration in certain cases
• Central Government or company to fix limit with regard to remuneration
• Forms of, and procedure in relation to, certain applications
• Compensation for loss of office of managing or whole-time director or manager
• Appointment of key managerial personnel
• Secretarial audit for bigger companies
• Functions of company secretary

Inspection, Inquiry and Investigation

• Power to call for information, inspect books and conduct inquiries
• Conduct of inspection and inquiry
• Report on inspection made
• Search and seizure
• Investigation into affairs of company
• Establishment of Serious Fraud Investigation Office
• Investigation into affairs of company by Serious Fraud Investigation Office
• Investigation into company's affairs in other cases
• Security for payment of costs and expenses of investigation
• Firm, body corporate or association not to be appointed as inspector
• Investigation of ownership of company
• Procedure, powers, etc, of inspectors
• Protection of employees during investigation
• Power of inspector to conduct investigation into affairs of related companies, etc
• Seizure of documents by inspector
• Freezing of assets of company on inquiry and investigation
• Imposition of restrictions upon securities
• Inspector's report
• Actions to be taken in pursuance of inspector's report
• Expenses of investigation
• Voluntary winding up of company, etc, not to stop investigation proceedings
• Legal advisers and bankers not to disclose certain information
• Investigation, etc, of foreign companies
• Penalty for furnishing false statement, mutilation, destruction of documents

Compromises, Arrangements and Amalgamations

• Power to compromise or make arrangements with creditors and members
• Power of Tribunal to enforce compromise or arrangement
• Merger and amalgamation of companies
• Merger or amalgamation of certain companies
• Merger or amalgamation of company with foreign company
• Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
• Purchase of minority shareholding
• Power of Central Government to provide for amalgamation of companies in public interest
• Registration of offer of schemes involving transfer of shares
• Preservation of books and papers of amalgamated companies
• Liability of officers in respect of offences committed prior to merger, amalgamation, etc

Prevention Of Oppression and Mismanagement

• Application to Tribunal for relief in cases of oppression, etc
• Powers of Tribunal
• Consequence of termination or modification of certain agreements
• Right to apply under section
• Class action
• Application of certain provisions to proceedings under section or section

Registered Valuers

• Valuation by registered valuers

Removal Of Names Of Companies From The Register Of Companies

• Power of Registrar to remove name of company from register of Companies
• Restrictions on making application under section in certain situations
• Effect of company notified as dissolved
• Fraudulent application for removal of name
• Appeal to Tribunal

Revival and Rehabilitation Of Sick Companies

• Determination Of Sickness
• Application for revival and rehabilitation
• Exclusion of certain time in computing period of limitation
• Appointment of interim administrator
• Committee of creditors
• Order of Tribunal
• Appointment of administrator
• Powers and duties of company administrator
• Scheme of revival and rehabilitation
• Sanction of scheme
• Scheme to be binding
• Implementation of scheme
• Winding up of company on report of company administrator
• Power of Tribunal to assess damages against delinquent directors, etc
• Punishment for certain offences
• Bar of jurisdiction
• Rehabilitation and Insolvency Fund

Winding Up

• Modes of winding up
• Circumstances in which company may be wound up by Tribunal
• Petition for winding up
• Powers of Tribunal
• Directions for filing statement of affairs
• Company Liquidators and their appointments
• Removal and replacement of liquidator
• Intimation to Company Liquidator, provisional liquidator and Registrar
• Effect of winding up order
• Stay of suits, etc, on winding up order
• Jurisdiction of Tribunal
• Submission of report by Company Liquidator
• Directions of Tribunal on report of Company Liquidator
• Custody of company's properties
• Promoters, directors, etc, to co-operate with Company Liquidator
• Settlement of list of contributories and application of assets
• Obligations of directors and managers
• Advisory Committee
• Submission of periodical reports to Tribunal
• Power of Tribunal on application for stay of winding up
• Powers and duties of Company Liquidator
• Provision for professional assistance to Company Liquidator
• Exercise and control of Company Liquidator's powers
• Books to be kept by Company Liquidator
• Audit of Company Liquidator's accounts
• Payment of debts by contributory and extent of set-off
• Power of Tribunal to make calls
• Adjustment of rights of contributories
• Power to order costs
• Power to summon persons suspected of having property of company, etc
• Power to order examination of promoters, directors, etc
• Arrest of person trying to leave India or abscond
• Dissolution of company by Tribunal
• Appeals from orders made before commencement of Act

Voluntary Winding Up

• Circumstances in which company may be wound up voluntarily
• Declaration of solvency in case of proposal to wind up voluntarily
• Meeting of creditors
• Publication of resolution to wind up voluntarily
• Commencement of voluntary winding up
• Effect of voluntary winding up
• Appointment of Company Liquidator
• Power to remove and fill vacancy of Company Liquidator
• Notice of appointment of Company Liquidator to be given to Registrar
• Cesser of Board's powers on appointment of Company Liquidator
• Powers and duties of Company Liquidator in voluntary winding up
• Appointment of committees
• Company Liquidator to submit report on progress of winding up
• Report of Company Liquidator to Tribunal for examination of persons
• Final meeting and dissolution of company
• Power of Company Liquidator to accept shares, etc, as consideration for sale of property of company
• Distribution of property of company
• Arrangement when binding on company and creditors
• Power to apply to Tribunal to have questions determined, etc
• Costs of voluntary winding up

Provisions Applicable To Every Mode Of Winding Up

• Debts of all descriptions to be admitted to proof
• Application of insolvency rules in winding up of insolvent companies
• Overriding preferential payments
• Preferential payments
• Fraudulent preference
• Transfers not in good faith to be void
• Certain transfers to be void
• Liabilities and rights of certain persons fraudulently preferred
• Effect of floating charge
• Disclaimer of onerous property
• Transfers, etc, after commencement of winding up to be void
• Certain attachments, executions, etc, in winding up by Tribunal to be void
• Offences by officers of companies in liquidation
• Penalty for frauds by officers
• Liability where proper accounts not kept
• Liability for fraudulent conduct of business
• Power of Tribunal to assess damages against delinquent directors, etc
• Liability under sections and to extend to partners or directors in firms or companies
• Prosecution of delinquent officers and members of company
• Company Liquidator to exercise certain powers subject to sanction
• Statement that company is in liquidation
• Books and papers of company to be evidence
• Inspection of books and papers by creditors and contributories
• Disposal of books and papers of company
• Information as to pending liquidations
• Official Liquidator to make payments into public account of India
• Company Liquidator to deposit monies into scheduled bank
• Liquidator not to deposit monies into private banking account
• Company Liquidation Dividend and Undistributed Assets Account
• Liquidator to make returns, etc
• Meetings to ascertain wishes of creditors or contributories
• Court, Tribunal or person, etc, before whom affidavit may be sworn
• Powers of Tribunal to declare dissolution of company void
• Commencement of winding up by Tribunal
• Exclusion of certain time in computing period of limitation

Official Liquidators

• Appointment of Official Liquidator
• Powers and functions of Official Liquidator
• Summary procedure for liquidation
• Sale of assets and recovery of debts due to company
• Settlement of claims of creditors by Official Liquidator
• Appeal by creditor
• Order of dissolution of company

Companies Authorized To Register Under This Act

• Companies capable of being registered
• Certificate of registration of existing companies
• Vesting of property on registration
• Saving of existing liabilities
• Continuation of pending legal proceedings
• Effect of registration under this Part
• Power of Court to stay or restrain proceedings
• Suits stayed on winding up order
• Obligation of Companies registering under this Part

Winding Up Of Unregistered Companies

• Winding up of unregistered companies
• Power to wind up foreign companies although dissolved
• Provisions of Chapter cumulative
• Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc, in certain cases

Companies Incorporated Outside India

• Application of Act to foreign companies
• Documents, etc, to be delivered to Registrar by foreign companies
• Accounts of foreign company
• Display of name, etc, of foreign company
• Service on foreign company
• Debentures, annual return, registration of charges, books of account and their inspection
• Fee for registration of documents
• Interpretation
• Dating of prospectus and particulars to be contained therein
• Provisions as to expert's consent and allotment
• Registration of prospectus
• Offer of Indian Depository Receipts
• Application of sections to and Chapter XX
• Punishment for contravention
• Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc

Government Companies

• Annual reports on Government companies
• Annual reports where one or more State Governments are members of companies

Registration Offices and Fees

• Registration offices
• Admissibility of certain documents as evidence
• Provisions relating to filing of applications, documents, inspection, etc, in electronic form
• Inspection, production and evidence of documents kept by Registrar
• Electronic form to be exclusive, alternative or in addition to physical form
• Provision of value added services through electronic form
• Application of provisions of Information Technology Act,
• Fee for filing, etc
• Fees, etc, to be credited into public account

Companies To Furnish Information Or Statistics

• Power of Central Government to direct companies to furnish information or statistics
• Power to modify Act in its application to Nidhis

National Company Law Tribunal and Appellate Tribunal

• Definitions
• Constitution of National Company Law Tribunal
• Qualification of President and Members of Tribunal
• Constitution of Appellate Tribunal
• Qualifications of Chairperson and members of Appellate Tribunal
• Selection of Members of Tribunal and Appellate Tribunal
• Term of office of President, Chairperson and other Members
• Salary, allowances and other terms and conditions of service of Members
• Acting President and Chairperson of Tribunal or Appellate Tribunal
• Resignation of Members
• Removal of Members
• Staff of Tribunal and Appellate Tribunal
• Benches of Tribunal
• Orders of Tribunal
• Appeal from Orders of Tribunal
• Expeditious disposal by Tribunal and Appellate Tribunal
• Appeal to Supreme Court
• Procedure before Tribunal and Appellate Tribunal
• Power to punish for contempt
• Delegation of powers
• President, Members, officers, etc, to be public servants
• Protection of action taken in good faith
• Power to seek assistance of Chief Metropolitan Magistrate, etc
• Civil court not to have jurisdiction
• Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
• Right to legal representation
• Limitation
• Transfer of certain pending proceedings

Special Courts

• Establishment of Special Courts
• Offences triable by Special Courts
• Appeal and revision
• Application of Code to proceedings before Special Court
• Offences to be non-cognizable
• Transitional provisions
• Compounding of certain offences
• Mediation and conciliation penal
• Power of Central Government to appoint company prosecutors
• Appeal against acquittal
• Compensation for accusation without reasonable cause
• Application of fines

Miscellaneous

• Punishment for fraud
• Punishment for false statements
• Punishment for false evidence
• Punishment where no specific penalty or punishment is provided
• Punishment in case of repeated default
• Punishment for wrongful withholding of property
• Punishment for improper use of "Limited" or "Private Limited"
• Adjudication of penalties
• Dormant company
• Protection of action taken in good faith
• Non-disclosure of information in certain cases
• Delegation by Central Government of its powers and functions
• Powers of Central Government or Tribunal to accord approval, etc, subject to conditions and to prescribe fees on applications
• Condonation of delay in certain cases
• Annual report by Central Government
• Power to exempt class or classes of companies from provisions of this Act
• Power of court to grant relief in certain cases
• Prohibition of association or partnership of persons exceeding certain number
• Repeal of certain enactments and savings
• Dissolution of Company Law Board and consequential provisions
• Power of Central Government to amend Schedules
• Powers of Central Government to make rules relating to winding up
• Power of Central Government to make rules
• Power to remove difficulties