Table of Content
 

 

 Incorporation Of Company And Matters
  •   Formation of company
  •   Memorandum and Articles
  •   Act to override memorandum, articles
  •   Incorporation of company
  •   Formation of companies with charitable objects
  •   Effect of registration
  •   Effect of memorandum and articles
  •   Commencement of business, etc
  •   Registered office of company
  •   Alteration of memorandum and 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
  •   Securities and Exchange Board Powers
  •   Offer of Securities Document 
  •   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 personation for acquisition, etc, of securities
  •   Allotment of securities by company
  •   Securities to be dealt with in stock exchanges
  •   Global depository receipt
  •   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 personation 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
  •   Notice to be given to Registrar for alteration of share capital
  •   Reserve share capital by unlimited company on conversion into limited company
  •   Reduction of share capital
  •   Restrictions on purchase by company 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 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
  •   Board of Directors 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 
  •   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
  •   Auditors to attend general meeting
  •   Punishment for contravention
  •   Central Government specifying audit of items of cost for certain companies

 Appointment And Qualifications Of Directors

  •   Company to have Board of Directors
  •   Selection 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
  •   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 to national defence fund, 
  •   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 
  •  Restriction on non-cash transactions involving directors
  •   Contract by One Person Company
  •   Prohibition on forward dealings in securities 
  •   Prohibition on insider trading of securities

 Appointment And Remuneration Of Managerial Personnel

  •   Appointment of managing director, whole-time director or manager
  •   Maximum managerial remuneration 
  •   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 
  •   Purchase of minority shareholding
  •   Power of Central Government 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 

 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
  •  Winding up by the Tribunal
  •   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 
  •   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 
  •   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, 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 

 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
  •   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

  •   Central Government power to furnish information or statistics by companies

 Nidhis

  •   Power to modify Act in its application to Nidhis

 National Company Law Tribunal 

  •  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
  •   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

Apply for Certification

https://www.vskills.in/certification/Corporate-Law-Certification