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Commentaries
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I Company Matrix
1.1 Companies encompass vast business
1.2 Companies Act in practice rids companies of liability
1.3 Company Law should prevent frauds and reduce failures
1.4 No level-playing field for common investors at start
1.5 The run is none different
1.6 Even Governments as investors are not spared
1.7 Common investor often a loser
1.8 Common investors serve as ferry for floatation of capital
1.9 Public interest demands protection of common investors
1.10 Loss in equities is oppression of majority
1.11 Will Corporate Governance restore pride in equities defeating economic prejudice
1.12 Complexity and inter-play of market forces make solution difficult
1.13 Understanding company law demands a grasp of company’s nature set in the interplay of economic forces
1.14 Company’s nature - Mostly family run business at start
1.15 Company, a complex foreign device hurled into India
1.16 Our ‘mixed economy’ has given us a hybrid model of company that excels on ad hoc law changes favouring the managements, not investors
1.17 Company form of business organisation is the result of English business and legal ingenuity
1.18 Indian company law as a re-hash of English law hardly serves Indian needs
1.19 Schemes like Simplified Exit Scheme, compounding of offences dampen deterrence of law and defeat the purpose
1.20 Investor awareness not commensurate with corporate growth
1.21 Market Economy : Moves ideally only in theory
1.22 Ideal market hardly exists
1.23 State intervention in market economy and close monitoring, essential to promote competition and fair enterprise
1.24 Funding : Different modes of
1.25 Hassles connected with funds raising
1.26 Companies formation and operation depend upon targeting strategic advantages of Industry Regulation and flexible trade policies
1.27 Company Contracts - Makers lose nothing
1.28 Trade and Commerce : Arranged imports/exports
1.29 Capital Assets : Choice of purchases, kick-backs and mark-ups
1.30 Production Stocks
1.31 Cash Management
1.32 Sales - Easy to write down turnover
1.33 Inter-corporate deposits
1.34 Loans to Directors
1.35 Public Deposits
1.36 Taxation
1.37 Accounts and Audit
1.38 Management
1.39 Employment - Work force
1.40 Administration of Law and Justice
1.41 Out-bound areas - Agrarians
1.42 Investment Commission
1.43 Environment
1.44 Other Business Entities - Employee-oriented
1.45 Money Power
1.46 Eternal investor vigilance and timely response by investors, a must
1.47 Book-building to attract wholesale deals in securities - A new phenomenon
1.48 Economic development through the instrumentality of companies
1.49 Greater public-private partnership needed for development
1.50 Investor Help-lines
1.51 Online logging of complaints, Investor Protection Cell (IPC) - MCA
II Why a Company & What it is
2.1 Prohibited Associations
2.2 Sole-proprietorship and partnership vis-a-vis company
2.3 Advantages and disadvantages of company form of organisation
2.4 Company, a separate entity, evolution of the rule in UK
2.5 Company as understood in common parlance
2.6 Companies Act not a complete code
2.7 Company’s Nationality
2.8 Company not a Citizen
2.9 Mega-size matters
2.10 Company, to be shaped as an instrument of positive economic change
2.11 Constitutional freedom to form associations to carry on trade
III Classification of Companies
3.1 Classification of Companies
3.2 Unlimited Companies
3.3 Companies limited by shares and guarantee
3.4 Trading and non-trading Companies, States’ separate Acts
3.4A Special Companies
3.5 Companies, not for Profit and Licensed [Section 25]
3.6 Companies for profit : Public companies and Deemed Public companies
3.7 Companies for profit : Private companies [Section 2(35)/3(1)(iii)/ 26/27]
3.8 Holding companies and subsidiaries [Section 2(19)/2(47)/4]
3.9 Government companies [Section 617/619B], change of Act provisions
3.10 Nidhis and Mutual Benefit Societies
3.11 Companies in Jammu & Kashmir [Section 620C]
3.12 Producer Companies
IV History of Company Law since 1850
4.1 Corporations in Ancient India
4.2 ‘Company’ - An English model
4.3 Company Legislation in India
4.4 Managing Agency
4.5 Appointment of managing directors and managers
4.6 Advent of licence-permit Raj
4.7 MRTP Act, 1969
4.8 Competition Act, 2002/Amendment Bill, 2006
V Rise & Fall of Public Sector, Stock Scams and Economic & Law Reforms
5.1 World War II and its effect on Indian Industries
5.2 Economic Policy Resolution, 1948
5.3 Capital and labour rendered inefficient
5.4 Self-reliance, cornerstone of political economy
5.5 Rise and fall of public sector : A fall-out of the 1956 Act
5.6 Seven Stock Scams of the decade 1992-2001
5.7 Economic and Law Reforms
5.8 National Company Law Tribunal (NCLT) and Appellate Tribunal (NCLAT)
5.9 Company Law Board (CLB)
VI Foreign Companies
6.1 Reserve Bank of India Regulation for set up
6.2 Person resident in India
6.3 Meaning of foreign company and its branches
6.4 Permitted activities for foreign branch/liaison office
6.5 Approval of RBI required for establishing place of business in India by a person resident outside India
6.6 DCA Regulation for Registration
6.7 Further compliances to be made under the Companies Act
6.8 Modifications made in provisions of the Act in their application to foreign companies
6.9 Service of process on foreign company [Section 596]
6.10 Penalties for non-compliances
6.11 Charges and appointment of Receiver
6.12 Issue of debentures
6.13 Books of Account
6.14 Prospectus [Sections 603 to 608]
6.15 Offer of Indian Depository Receipts (IDRs)
6.16 Winding up
6.17 FEMA, 1999, Operation
6.18 Other applicable Laws
VII Promotion, Formation & Registration of Companies
7.1 Choice of company out of 72 models
7.2 Registration Offices
7.3 Service of documents on Registrar
7.4 Name of the Company
7.5 Drawing up of Memorandum and Articles
7.6/7 Registration of company on the Register of companies
7.8 Registration of section 25 Licensed Companies
7.9 Companies limited by guarantee
7.10 Registration, Certificate of Incorporation and the effect and operation
7.11 Commencement of business [Section 149]
VIII Promoters and Preliminary Contracts
8.1 Promoters
8.2 Promoter qua promoter
8.3 Company as a partner in a firm that is a promoter
8.4 Meaning of promoter
8.5 Position of Promoters
8.6 Status of promoter & Specific Relief Act on promoter’s contracts
8.7 Promoter & SEBI
8.8 Promoter’s liability
8.9 Company’s remedies against promoter
8.10 Promoter’s remuneration
8.11 Preliminary contracts
8.12 Novation
8.13 Adoption of contracts in objects’ clause
8.14 Pre-incorporation contracts, position in India
IX Company Conversions
9.1 Re-Registration under section 32
9.2 Effect on members’ liability on conversion
9.3 Re-Registration and registration under Part IX of the Act
9.4 Conversion of Public to Private
9.5 Conversion of Private to Public
9.6 Conversion of guarantee to share capital and vice versa
X Concepts of Company’s Constitution
10.1 Attributes of a registered company [Section 34]
10.2 Body Corporate [Section 2(7)]
10.3 Limited Liability [Sections 2(23) & 13(2)]
10.4 Perpetual succession
10.5 Separate Entity
10.6 Case Law
10.7 Lifting of the Veil - Instances of lifting corporate veil under the provisions of the Act
10.8 Transferable Shares
10.9 Company Functioning
10.10 Common Seal
XI Memorandum of Association
11.1 Memorandum of association - A Grid Determinant
11.2 Alteration of Memorandum, general
11.3 Change of Name
11.4 Situation of Registered Office Clause
11.5 Objects Clause
11.6 Service of documents on company [Section 51]
11.7 Corporate Capacity and Employees
11.8 Doctrine of Constructive Notice or Knowledge
11.9 Ultra vires doctrine
11.10 Vicarious liability of companies/Directors
11.11 Alteration of Objects
11.12 De jure alteration of Limited Liability Clause [Section 45]
11.13 Alteration of Capital/Guarantee Clause
11.14 Subscription Clause
XII Articles of Association
12.1 Articles - Rules for internal working
12.2 Statutory provisions requiring articles : A must for registering an unlimited company or a guarantee company or a private company limited by shares
12.3 Contents of Articles
12.4 Alteration of Articles
12.5 Expulsion of members : Provision in articles
XIII Share Capital
13.1 Share Capital
13.2 Authorised capital and common references to capital
13.3 Founders’ Management or Deferred Shares
13.4 Unclassified Capital
13.5 Goodwill capital and shares of no par value
13.6 All share capital other than preference is equity share capital : A misnomer
13.7 Employee Stock-options and Sweat Equity [Sections 2(15A) & 79A, Explanation II]
13.8 Equity Capital
13.9 Preference Capital
13.10 Capital Raising
13.11 Alteration of Capital
13.12 Inter-corporate investment in shares
XIV Membership
14.1 Membership defined [Sections 2(27) & 41]
14.2 Member v. Bearer of share warrant
14.3 Every member may not be a shareholder but every shareholder is a member
14.4 Members and contributories
14.5 Members in case of demat shares
14.6 Membership and consideration other than cash
14.7 Who can be Members
14.8 Becoming and ceasing to be a Member
14.9 Register of Members [Sections 150, 151, 152A, 153, 154, 163 & 164]
14.10 Rectification of register
14.11 Members’ Rights, Obligations & Remedies
14.12 Liabilities of members
14.13 Forums of redressal of grievances of Members/Investors & Judicial Remedies
14.14 Shareholders’ agreements - Whether binding on company
14.15 Alteration of Class rights and Shareholders’ agreement
14.16 Nomination of Shares
14.17 Disclosure of substantial holdings and break up
14.18 Membership of a guarantee company
14.19 Membership of unlimited companies
14.20 Service of documents on members [Section 53]
XV Shares
15.1 Meaning [Sections 2(46) & (46A)]
15.2 Incidents of a share, under general law and the Act
15.3 Control of shares : Dual
15.4 Private Issue (Private placement)
15.5 Private issue by public companies requires filing of statement in lieu of prospectus (SILOP) with Registrar before allotment [Section 70]
15.6 Written application and payment of consideration required for allotment of shares
15.7 Allotment
15.8 Share Certificates [Sections 83, 84, 113 & 53]
15.9 Calls on shares [Sections 91 and 92 & Regulations 13 to 18 of Table A]
15.10 Lien on shares [Regulations 9 to 12 of Table A]
15.11 Calls in arrear and loss of voting right [Section 181]
XVI Share and Debenture Transfers
16.1 Transferability of shares
16.2 Transfer is a voluntary volitional act
16.3 3-Way Transfer Modes
16.4 Conditions for transfer [Section 108]
16.5 Rights of Transferor and Transferee in regard to transfer
16.6 Validity of transfer
16.7 Nature of transfer procedure and procedure for bulk transfers
16.8 Blank Transfers [Section 108]
16.9 Transfer of interest
16.10 Transfer between beneficial owners under Depository Scheme
16.11 Amendments made by Depositories Act in other laws
16.12 Restrictions on acquisition transfer of shares [Sections 108A to 108F]
16.13 Restrictions on Transfer of shares [Sections 108B, 108C and 108D] and exemption to Government Companies/Corporations
16.14 Power to refuse transfer and retention of control
16.15 Summary of scope of transfers and transmissions of shares
16.16 Restrictions in articles
16.17 Split transfers : Certification of transfer [Section 112]
16.18 Joint-holders, transfer and transmission
16.19 Sole holder, transmission
16.20 Forged transfer
16.21 Appeals to Tribunal [Sections 111 & 111A]
16.22 Procedure of transfer
16.23 Transmission
16.24 Outsourcing Share Registry work, RTIs & STAs
16.25 Mutations
16.26 Value and Valuation of shares
16.27 Pricing of Capital Issues
XVII Debentures
17.1 Debentures - Defined
17.2 Redemption of non-convertible debentures and regulation
17.3 Timing of debenture-issue
17.4 Shares v. Debentures
17.5 Debenture-stock
17.6 Convertible debentures
17.7 Restrictions on debenture issue
17.8 Debenture-holder
17.9 Debenture Trustee and Trust Deed [Section 117A]
17.10 Debenture Issue
17.11 Debenture Certificate and register of debenture holders [Sections 113 & 152]
17.12 Remedies of debenture holder
17.13 Redemption and Re-issue of debentures [Section 121]
17.14 Transfer, transmission & nomination
XVIII Securities Contracts Regulation - Listing and Delisting of Securities
18.1 Securities, old and new [Sections 2(45AA), 2(31A), 2(19A) & 2(12B) of Companies Act and section 2(h) of SC(R)A and section 2(i) of SEBI Act]
18.2 Securities Regulation through SC(R) Act,1956/Rules & Recognised Stock Exchanges
18.3 Corporatisation and demutualisation of Stock Exchanges
18.4 Securities Trading
18.5 SEBI’s power to issue directions
18.6 Recognition of SEs
18.7 Bye-laws of Recognised SEs
18.8 Contracts in Derivatives [Section 2(12B) & (31A) of Companies Act]
18.9 Powers of Central Government, SEBI & RBI
18.10 Offences
18.11 Securities Contracts (Regulation) Rules, 1957
18.12 Listing
18.13 Delisting
18.14 Reinstatement of delisted securities
18.15 OTCEI
18.16 Securities and Exchange Board of India (SEBI) [Section 2(45B) of Companies Act]
XIX Indian Investment abroad, Foreign Direct Investments (FDIs) and External Commercial Borrowings (ECBs)
19.1 Overseas and domestic financial products and services
19.2 Investment opportunities
19.3 Direct Investment outside India : Investment in Joint Ventures (JVs)/Wholly-owned Subsidiaries (WOSs)
19.4 Government’s Six Foreign Direct Investment (FDI) Schemes
19.5 Issue of ADRs/GDRs
19.6 Portfolio Investment Scheme (PIS), FIIs [Schedule 2]
19.7 Purchase of other Securities by NRIs/OCBs/FIIs [Schedule 5]
19.8 Foreign Venture Capital Investor (FVCI) Scheme [Schedule 6]
19.9 ECBs (External Commercial Borrowings) and Trade Credits
19.10 Securities issued by Foreign Company - Branches set up in India
19.11 Abolition of standard denomination of shares
19.12 Registration of Foreign Institutional Investors (FIIs)
19.13 Custodian
19.14 Lead Managers
19.15 Foreign Venture Capital Investors (FVCIs)
XX Public Issues & Offers
20.1 Pre-issue Demand Survey and Red Herring Prospectus
20.2 Shelf Prospectus [Section 60A/616(e)]
20.3 Prospectus [Section 60]
20.4 Time frame for allotment, restrictions, defaults and refunds [Sections 69 to 74]
20.5 Liabilities in Public Issues
XXI Public Deposits, Secured Borrowings and Inter-Corporate Loans and Investments
21.1 Public Deposits
21.2 Small depositor
21.3 Nomination by depositors
21.4 Default in repayment of deposits etc. may bring about vacation of office of director [Section 274(1)(g)]
21.5 Deposits Rules, 1975
21.6 Extension of time and Central Government’s power [Section 58A(8)]
21.7 Extension of time to repay deposits [Section 58A(9)]
21.8 CLB’s power to order repayment of deposits accepted by NBFCs in cases of default in making payment of the principal and interest
21.9 Remedies of depositors against defaulted companies
21.10 Case Law on Deposits Rules
21.11 Small Scale Industrial Companies, Exemption under section 58A(7)(ii)(a)
21.12 Exemption of deposits raised through Commercial Paper
21.13 Secured Borrowings
21.14 Security termed as charge
21.15 Fixed Charge v. Floating charge
21.16 Floating Charge
21.17 Registrable Charges
21.18 Property acquired subject to charge [Section 127]
21.19 Registration of Charges
21.20 Register of Charges/Inspection - Registrar’s and Company’s [Sections 130, 131, 136, 143 and 144]
21.21 Satisfaction of Charges, Filing of Form 17 with Registrar within 30 days [Section 138/139]
21.22 Rectification of Register of Charges [Section 141]
21.23 Validity and effect of registered and unregistered charge
21.24 Challenge by unsecured creditor against charge
21.25 Receivers
21.26 Inter-Corporate Loans and Investments [Section 372A]
XXII Stock Market, Acquisitions & Takeovers, Insider Trading and Corporate Governance
22.1 Money, Capital & Stock Markets
22.2 Yield Spread effect on Money Market
22.3 Capital Market
22.4 Primary and Secondary Markets
22.5 Public Issues
22.6 Fluctuations of Stock Market
22.7 Securities Trading
22.8 Open trading transactions of listed Companies on Stock Exchanges
22.9 Demat deals
22.10 Derivatives & futures/Options
22.11 Acquisitions & Takeovers
22.12 Regulation of Acquisition of shares & Control
22.13 SEBI Regulations,1997/2002/2004
22.14 Norm of Compulsory Disclosure of shareholding/voting rights [Regulation 10]
22.15 Consolidation of holdings/Creeping Acquisition [Regulation 11]
22.16 Ceiling limit, 75%
22.17 Prohibition against other modes of acquisition of control [Regulation 12]
22.18 Acquirer & Person acting in concert
22.19 Exemptions
22.20 Modus Operandi of Acquisition
22.21 Bail Out Takeovers
22.22 Investigation by SEBI
22.23 Penalties & Compounding
22.24 Insider Trading
22.25 Corporate Governance
22.26 SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003
22.27 SEBI (Ombudsman) Regulations, 2003
XXIII Company Meetings - (1) General Meetings
23.1 Company Meetings - Venue for registering collective will as majority
23.2 Common Code for companies and company meetings
23.3 Unanimous decisions of members v. Company meetings
23.4 Various company meetings, general and others, form mainstay
23.5 General Meetings of Members, by invitation
23.6 Competent authorities to call general meeting
23.7 Statutory provisions regarding meetings and proceedings, general
23.8 Closure of books section 154, and fixing of ‘record date’ by listed companies
23.9 Notice [Section 171]
23.10 Postponement or cancellation of general meeting already convened
23.11 Special Resolutions
23.12 Members’ requisitioned resolutions [Section 188]
23.13 Special Notice [Section 190]
23.14 Statutory Meeting [Section 165]
23.15 Statutory Report
23.16 Annual General Meeting (AGM) [Section 166]
23.17 First Annual General Meeting, after incorporation
23.18 Time, day and date for holding the AGM
23.19 Place of holding AGM
23.20 Exemption from section 166(2) as to time and place, by its two provisos
23.21 Business to be transacted at AGM [Sections 173(1)(a) & 224A]
23.22 AGM to be held where accounts are not ready
23.23 Adjourned AGM
23.24 Default AGM [Section 167]
23.25 Penalty for default in holding AGM [Section 168]
23.26 Extraordinary General Meeting (EGM)
23.27 EGMs in Compromises, Arrangements and Takeovers through Court/Tribunal [Sections 391 & 393/395]
23.28 EGMs as Class Meetings [Sections 106 & 107]
23.29 EGMs as Meetings of Creditors & Contributories in Winding Up by Court
23.30 EGMs as Meetings in Voluntary Winding Up
23.31 EGMs in Compromises, Arrangements, Reconstruction and Amalgamation, statement of terms to be included in the notice [Section 393]
23.32 Debenture-holders’ Meeting and Class Meeting
23.33 Incidents of conducting General Meetings
23.34 Registration of Resolutions and agreements with ROC
XXIV Company meetings - (2) Board Meetings
24.1 Proper Board
24.2 Management of companies by Board meetings
24.3 Board Meetings and their number at least in a year [Section 285]
24.4 Board meeting procedure and protection to outsiders [Section 290]
24.5 Notice of Board meeting
24.6 Quorum for Board meeting [Section 287]
24.7 Chairman
24.8 Attendance
24.9 Board meetings not restricted to any set agenda or sequence and confidentiality of matters to be kept away
24.10 Disclosure of interest by director and prohibition against participation in Board’s proceedings [Sections 297, 299 & 300]
24.11 Voting by directors
24.12 Committee meetings
24.13 Sitting Fee
24.14 Circular Resolutions
24.15 Minutes
24.16 Registration of Resolutions and agreements with ROC [Section 192]
XXV Majority Control, Minority Protection & Investigation
25.1 Majority Control
25.2 ‘Majority must not commit fraud on minority Doctrine’ - Emergence of
25.3 Minority Protection
25.4 Representative Actions
25.5 Individual Actions
25.6 Investigation on Registrar’s Report to Central Government [Sections 234 & 234A]
25.7 Investigation on other counts
25.8 Removal of Managerial Personnel from office : reference to CLB/Tribunal [Sections 388B to 388E]
25.9 Prevention of Oppression & Mismanagement
25.10 Investigation under Industries (Development and Regulation) Act, 1951
XXVI Management : Directors, Managing & Whole-time Directors, Manager and Sole Agents
26.1 Board’s Constitution
26.2 Board’s powers
26.3 Validity of the acts of the board of directors [Section 290]
26.4 Powers of directors
26.5 Delegation of Powers
26.6 Restrictions on Board’s financial powers - Public companies and private companies being their subsidiaries [Section 293]
26.7 Restrictions on the general powers of the Board, all companies [Section 292] : Collective responsibility of the Board of directors fastened
26.8 Avoidance of provisions relieving liability of officers/auditors [Section 201]
26.9 Case law on the restrictions on Board’s powers on disposal of ‘undertaking’ [Section 293(1)(a)]
26.10 Unauthorised acts of directors and ratification, active and passive
26.11 Appointment of directors
26.12 Directors, Vacation of Office [Sections 209A(9) & 283]
26.13 Directors, Removal of
26.14 Director’s resignation
26.15 Prohibition on loans to Directors [Sections 295 and 296]
26.16 Directors’ interest and company contracts [Sections 297, 299 & 300]
26.17 Directors’ Register (to be kept by Company) and inspection [Sections 303 and 304]
26.18 Register of Directors’ Contracts and inspection [Section 301]
26.19 Register of Directors’ Shareholdings [Section 307]
26.20 Directors’ holding office of profit [Section 314/204]
26.21 Liberalisation regarding managerial personnel in companies
26.22 Directors’ Remuneration
26.23 Chief Executive Officer (CEO)/Managing Director/Manager/Whole-time Directors [Sections 197A and 269/388/387]
26.24 Payment of compensation for loss of office to directors [Sections 318 to 321]
26.25 Directors’ or Manager’s unlimited liability [Sections 322, 323 and 427]
26.26 Position of Directors and their duties, general
26.27 Composition of certain offences [Section 621A]
26.28 Restrictions on appointment of Sole Agents [Sections 294, 294A and 294AA]
XXVII Compliance Management : Company Secretary, Board’s Report, Accounts & Audit
27.1 Company Secretary and his position
27.2 Secretary’s role
27.3 Secretary defined
27.4 Statutory requirements regarding appointment of Secretary
27.5 Compliance Certificate
27.6 Secretary’s disabilities
27.7 Secretary’s liabilities
27.8 Prosecution
27.9 Accounts
27.10 Preservation of accounting records and inspection
27.11 Registrar’s powers to call for information and seizure of documents under sections 234 & 234A
27.12 Investigation [Sections 235 to 240, 240A, 241 to 248, 250, 250A & 251]
27.13 Financial Year [Section 2(17)]
27.14 Financial statements
27.15 Holding Company’s Statements of Account
27.16 Balance Sheet Abstract
27.17 Approval and Authentication of Annual Accounts and Board’s Report [Sections 215 and 217]
27.18 Auditor and Audit
27.19 External audit to be independent under the Act
27.20 Auditor’s role, court’s point of view
27.21 Appointment of Auditor [Sections 224, 224A and 225]
27.22 Eligibility of auditor, Qualification & Disqualification [Sections 225 and 226]
27.23 First appointment, casual vacancy, re-appointment and resignation
27.24 Vacation of Office of Auditor
27.25 Removal of an Auditor
27.26 Powers and duties of Auditor [Section 227]
27.27 Legal position of auditor
27.28 Audit Report
27.29 Penalty regarding non-compliance of sections 225 to 231
27.30 Board’s Report [Section 217]
27.31 Annual Accounts, laying before general meeting [Section 210]
27.32 Filing of Annual Report copies with Registrar [Section 220]
27.33 Audit Reports (General) under Income-tax Act, 1961 forming part of Accounts and Audit [Sections 44AB & 92E]
27.34 Annual Return [Sections 159 and 162]
27.35 Scope of defaults and offences under sections 159 to 162 - Annual Return
27.36 Special Audit [Section 233A]
27.37 Cost Audit [Section 233B]
XXVIII Dividends, Reserves and Bonus
28.1 Dividends
28.2 Payment of interest out of capital is not dividend [Section 208]
28.3 Divisible Profits
28.4 Depreciation Provision [Section 205 and Accounting Standard (AS)6]
28.5 Payment of dividend out of capital, prohibited
28.6 Compulsory transfers to Reserves, before recommending dividend
28.7 Dividends out of Reserves
28.8 Dividend on Preference Shares
28.9 Declaration of dividend at AGM
28.10 Dividend declaration at general meeting other than AGM
28.11 Declaration of further dividend
28.12 Revocation of dividend
28.13 Interim Dividend
28.14 Dividend Payout Regulation
28.15 Dividend remaining unpaid for several years, a special case
28.16 Unpaid Dividend, Transfer to Special Account [Sections 205A and 205B]
28.17 Penalty for failure to distribute dividend [Section 207]
28.18 Investor Education and Protection Fund [Section 205C]
28.19 Bonus
XXIX Joint Ventures, Demergers, Compromises and Arrangements, Reconstruction and Amalgamation, Takeovers under section 395 and forced mergers under section 396
29.1 Joint Ventures
29.2 Joint Venture Arrangements/Agreements
29.3 Hurdles in the way of Joint Ventures
29.4 Demergers
29.5 Amalgamation
29.6 Compromises and Arrangements
29.7 Connotation of the terms ‘arrangement’ and ‘compromise’
29.8 Reconstruction and Amalgamation, distinction
29.9 Notice to Central Government
29.10 Wide spectrum and complete code
29.11 Reconstruction and Amalgamation [Section 394]
29.12 Disclosures by listed companies to shareholders in mergers and amalgamations through Schemes [Sections 391 to 394]
29.13 Takeover Offer and Shareholders dissenting [Section 395]
29.14 Forced Mergers in Public Interest [Section 396]
29.15 Preservation of Records [Section 396A]
XXX Revival & Winding Up
30.1 Revival of Financially Sick Industrial Companies
30.2 Sick Industrial Companies (Special Provisions) Act (SICA) and its failure
30.3 Reformulation of SICA provisions into Companies Act (not yet notified)
30.4 ‘Sick Industrial Company’ - Meaning of [Sections 2(46AA), 2(19AA) & 2(19AB)]
30.5 Reference to Tribunal by Board of Directors of Sick Industrial Companies [Section 424A]
30.6 Inquiry by Tribunal [Sections 424B to 424D]
30.7 Preparation of scheme of revival : Operating Agency's responsibility
30.8 Approval of Scheme by Tribunal
30.9 Implementation of Scheme
30.10 Winding up of unviable Sick Industrial Companies is a last resort [Section 424G]
30.11 Misfeasance Proceedings and Penalty [Sections 424K & 424L]
30.12 Rehabilitation & Revival Fund [Sections 441A to 441G]
30.13 Winding up : Part VII - Sections 425 to 560 - General Principles
30.14 Winding up by the Court/Tribunal [Sections 433 to 483]
30.15 Powers and Duties of Tribunal on presentation of Petition [Sections 443 and 444]
30.16 Commencement of winding up by Tribunal
30.17 Stay of suits on making winding up order [Section 446]
30.18 Winding up order is notice of discharge to officers and employees and effect on creditors and contributors [Sections 445(3) and 447]
30.19 Filing of copy of winding up order with Registrar
30.20 Duty of directors and Officers to complete books and audit
30.21 General Powers of Tribunal, in winding up by Tribunal [Sections 466 to 483]
30.22 Official Liquidators (OLs) [Sections 448-483]
30.23 Statement of Affairs [Section 454]
30.24 Report to Tribunal by Official Liquidator [Section 455]
30.25 Custody of company’s property [Section 456]
30.26 Committee of inspection, its composition and proceedings [Sections 464 & 465]
30.27/28 Audit of Liquidator’s Accounts [Sections 462, 549]
30.29 Dissolution [Section 481]
30.30 Appeals [Sections 10FQ, 10GF and 483]
30.31 Voluntary winding up [Sections 484 to 520]
30.32 Common Powers and obligations of Liquidator in Voluntary liquidation [Sections 510 to 520]
30.33 (A) Members’ voluntary winding up [Sections 489 to 498]
30.34 (B) Creditors’ voluntary winding up [Sections 499 to 509]
30.35 Final Meeting & Dissolution [Section 509]
30.36 Position of Liquidator, general
30.37 Defunct Companies [Section 560]
30.38 Winding up of unregistered companies [Sections 582 to 590]
30.39 Offences (antecedent to or in course of winding up) [Sections 538 to 545]
30.40 Disposal of Books and Papers [Section 550 & Rule 15 of Companies General Rules and Forms]
XXXI Producer Companies
31.1 Co-operatives in India
31.2 Co-operatives as Companies under the Act
31.3 “Producer company”, meaning of
31.4 Objects of a Producer Company [Section 581B]
31.5 Memorandum [Section 581F]
31.6 Articles [Section 581G]
31.7 Formation and Registration
31.8 Formation by conversion of Inter-State Co-operatives and Registration
31.9 Re-conversion into Inter-State Co-operatives : Application to High Court
31.10 Power of Government to modify Act provisions
31.11 Share Capital, Shares and Membership Rights & Benefits [Sections 581ZB to 581ZE]
31.12 General Meetings [Sections 581ZA and 581S]
31.13 Management and Compliance Management [Sections 581-O to 581R, 581T to 581W, 581V & 581Z]
31.14 Chief Executive
31.15 Secretary
31.16 Finance, Accounts & Audit
31.17 Penalties
31.18 Disputes
31.19 Grievances of Members
31.20 Amalgamation, Merger or Division [Section 581ZN]
31.21 Defunct Producer Company [Section 581ZP]
XXXII Promotion of Competition
32.1 Competition Act, 2002/Amendment Bill, 2006 (CA)
32.2 Purpose of Competition Act
32.3 Certain terms and their assigned meanings
32.4 Curbs on Anti-Competitive Agreements
32.5 Dominant Position and inquiry by CCI [Sections 4, 19, 26 & 27]
32.6 Regulation of Combinations [Section 5]
32.7 Act has overriding effect
32.8 Central Government’s Power to Exempt [Section 54]
32.9 Central Government’s Power to Remove Difficulties [Section 65]
32.10 Competition Commission of India (CCI)
32.11 CCI to abide by the directions of Central Government
32.12 Power of Central Government to supersede CCI
32.13 Powers, functions and duties of CCI
32.14 Competition Fund [Section 51]
32.15 Benches of CCI and Jurisdiction
32.16 Procedure under section 26 for inquiry suo motu or on complaints/reference on Anti-Competitive Agreements/Abuse of Dominant Position, under section 19(1)
32.17 Procedure and Investigation of any Combination [Section 29/36]
32.18 Interim Relief [Section 33]
32.19 CCI’s Orders, Rectification and Appeal against
32.20 CCI’s Orders, Execution [Section 39]
32.21 Penalties
32.22 Award of compensation by Appellate Tribunal
32.23 Case Law
32.24 Conclusion
XXXIII MCA 21
33.1 Launch of MCA21
33.2 e-Governance and India, in company regulation
33.3 e-Forms and System e-Formats notified
33.4 Legal basis for launching MCA21
33.5 Content of MCA21
33.6 Digital signature
33.7 Safety and Security of data logged in MCA21
33.8 Charges and e-Filing
33.9 New company registration under MCA21
33.10 On-line inspection of documents taken on record by ROC and certified copies
33.11 List of Physical Front Offices
33.12 List of Re-engineered e-forms