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Updated up to 1st February, 2017
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CHAPTER 1 INTRODUCTION
1.1 BACKGROUND OF THIS BOOK
1.2 ADMINISTRATION OF COMPANIES ACT
1.3 COMPANY FORM OF BUSINESS ORGANISATION
1.4 COMMON SEAL IN RELATION TO A COMPANY
1.5 COMPANY IS NOT A 'CITIZEN'
1.6 LIMITED LIABILITY
1.7 VARIOUS TYPE OF COMPANIES THAT CAN BE FORMED
1.8 COMPANY IS A SEPARATE 'PERSON' - SEPARATE LEGAL ENTITY
1.9 LIFTING THE CORPORATE VEIL
CHAPTER 2 INCORPORATION OF A COMPANY
2.1 INITIAL STAGE IN FORMATION OF A COMPANY
2.2 NAME OF COMPANY
2.3 SIGNING OF MEMORANDUM AND ARTICLES
2.4 DOCUMENTS TO BE FILED WITH ROC
2.5 CERTIFICATE OF INCORPORATION
2.6 PROCEDURE AFTER INCORPORATION OF A COMPANY
CHAPTER 3 MEMORANDUM OF ASSOCIATION
3.1 CONSTITUTION OF COMPANY
3.2 REGISTERED OFFICE CLAUSE
3.3 OBJECTS CLAUSES IN MEMORANDUM
3.4 CAPITAL CLAUSE IN MEMORANDUM OF ASSOCIATION
3.5 SUBSCRIBER TO MEMORANDUM OF ASSOCIATION OF A COMPANY
3.6 PERSONS ENTITLED TO OBTAIN COPIES OF MEMORANDUM AND ARTICLES OF THE COMPANY AND CERTAIN RESOLUTIONS
3.7 ALTERATION OF MEMORANDUM OF ASSOCIATION
3.8 PROCEDURE FOR AMENDING MEMORANDUM
3.9 PROCEDURE FOR CHANGE OF NAME
3.10 CHANGE OF REGISTERED OFFICE OF COMPANY
3.11 CHANGE OF OBJECT CLAUSE
3.12 CHANGING CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF A COMPANY
3.13 ALTERATIONS TO MEMORANDUM OF ASSOCIATION - PROVISIONS AT GLANCE
3.14 DOCTRINE OF ULTRA VIRES MEMORANDUM
CHAPTER 4 ARTICLES OF ASSOCIATION
4.1 RULES FOR INTERNAL MANAGEMENT OF COMPANY
4.2 BINDING NATURE OF ARTICLES
4.3 RESTRICTIVE CLAUSES IN ARTICLES OF A COMPANY
4.4 PROVISIONS AS APPLICABLE TO ARTICLES OF PRIVATE LIMITED COMPANY
4.5 SUGGESTED DRAFT OF ARTICLES
4.6 ALTERATION OF ARTICLES OF ASSOCIATION
4.7 COMPULSORY ALTERATION OF ARTICLES
CHAPTER 5 CAPITAL OF THE COMPANY
5.1 OWN FUNDS' AND 'LOAN FUNDS'
5.2 PREFERENCE SHARES
CHAPTER 6 ISSUE OF SECURITIES
6.1 VARIOUS MODES OF RAISING CAPITAL
6.2 ISSUE OF SHARES AT PREMIUM
6.3 ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
6.4 PRIVATE PLACEMENT OF SECURITIES
6.5 CONVERSION OF DEBENTURES OR LOANS INTO SHARES AS PER LOAN AGREEMENT
6.6 COMPULSORY CONVERSION OF DEBENTURES AND LOANS GIVEN BY CENTRAL GOVERNMENT INTO EQUITY SHARES OF THE COMPANY
6.7 WARRANTS
6.8 PROCEDURE FOR ISSUE OF SECURITIES
6.9 ALLOTMENT OF SHARES
6.10 IMPROPER AND IRREGULAR ALLOTMENT
6.11 CALLS ON SHARES AND FORFEITURE
CHAPTER 7 FURTHER ISSUE OF SECURITIES
7.1 RIGHTS ISSUE
7.2 PREFERENTIAL ALLOTMENT' IN CASE OF FRESH ISSUE OF SECURITIES
7.3 BONUS SHARES
7.4 SWEAT EQUITY SHARES
7.5 EMPLOYEE STOCK OPTION/STOCK PURCHASE
7.6 GLOBAL DEPOSITORY RECEIPTS (GDR)
CHAPTER 8 REDUCTION OF CAPITAL AND BUY BACK OF SECURITIES
8.1 CAPITAL REDUCTION
8.2 PROCEDURE FOR REDUCTION OF CAPITAL OF A COMPANY
8.3 OTHER POWERS OF NCLT TO ORDER REDUCTION OF CAPITAL
8.4 DIMINUTION OF CAPITAL DOES NOT CONSTITUTE REDUCTION OF CAPITAL
8.5 COMPANY CANNOT BUY ITS OWN SHARES
8.6 BUY BACK OF SECURITIES
CHAPTER 9 PUBLIC ISSUE OF SECURITIES
9.1 BACKGROUND
9.2 STOCK EXCHANGE REQUIREMENTS FOR LISTING OF A SECURITY
9.3 RESTRICTIONS ON UTILISATION OF FUNDS COLLECTED WHILE ISSUING SHARES TO PUBLIC
9.4 COMMISSION THAT CAN BE PAID WHILE ISSUING SECURITIES
9.5 PUNISHMENT FOR PERSONATION FOR ACQUISITION, ETC. OF SECURITIES.
9.6 PROSPECTUS
9.7 GOLDEN RULE OF FULL AND PROPER DISCLOSURE IN PROSPECTUS
9.8 PROCEDURAL ASPECTS OF PROSPECTUS
9.9 PUNISHMENT FOR VIOLATING PROVISIONS IN RESPECT OF PROSPECTUS
9.10 LIABILITIES FOR FALSE STATEMENTS IN PROSPECTUS
CHAPTER 10 MEMBERSHIP OF COMPANY
10.1 MEMBER AND SHAREHOLDER
10.2 LIEN ON SHARES
10.3 VARIATION IN RIGHTS OF SHAREHOLDERS
10.4 MEMBER OF COMPANY
10.5 WHO CAN BECOME MEMBER OF A COMPANY
10.6 A MINOR AS MEMBER OF A COMPANY
10.7 TERMINATION OF MEMBERSHIP
10.8 JOINT HOLDING OF SHARES
10.9 SHARES HELD IN TRUST
10.10 REGISTER OF MEMBERS
CHAPTER 11 TRANSFER OF SECURITIES
11.1 GENERAL PROVISIONS OF SHARE TRANSFER
11.2 STAMP DUTY ON SHARE TRANSFER DEED
11.3 PROCEDURE BY COMPANY FOR TRANSFER OF SECURITY
11.4 TRANSFER OF SECURITY IN CASE OF LISTED COMPANY
11.5 RESTRICTIONS ON TRANSFER IN CASE OF DOMINANT UNDERTAKING
11.6 TRANSFER WHEN COMPANY IS UNDER WINDING UP
11.7 EFFECT OF FORGERY ON TRANSFER OF SECURITY
11.8 REFUSAL OF TRANSFER OF SECURITY
11.9 INSTRUMENT OF TRANSFER OF SECURITY
11.10 RIGHT OF TRANSFEREE IF TRANSFER NOT EFFECTED BY COMPANY
11.11 PROTECTION AVAILABLE TO TRANSFEREE OF SHARES IN CASE OF LISTED COMPANIES
11.12 WHEN SHARE TRANSFER CANNOT BE REFUSED BY A COMPANY
11.13 RESTRICTIONS ON TRANSFER OF SHARES IN A PRIVATE LIMITED COMPANY
11.14 PROCEDURE TO BE FOLLOWED IF COMPANY DECIDES TO DECLINES TRANSFER/TRANSMISSION
11.15 APPEAL IF COMPANY REFUSES TO TRANSFER SHARES
11.16 RECTIFICATION OF REGISTER OF MEMBERS
11.17 CIVIL SUIT NOT AVAILABLE WHEN NCLT HAS JURISDICTION
CHAPTER 12 NOMINATION AND TRANSMISSION OF SHARES
12.1 NOMINATION OF SHARES/DEBENTURES
12.2 INVOLUNTARY TRANSFER OF SECURITIES
12.3 MODES OF TRANSMISSION OF SECURITY
12.4 TRANSMISSION IN CASE OF INTESTATE SUCCESSION
12.5 POSITION OF AN INSOLVENT WITH REGARD TO MEMBERSHIP IN A COMPANY
12.6 TRANSMISSION IN CASE OF A MENTALLY ILL PERSON
12.7 TRANSMISSION OF SECURITY IN CASE OF AMALGAMATION OF A COMPANY
12.8 TRANSMISSION WHEN A MINOR BECOMING MAJOR
12.9 TRANSMISSION OF SECURITY IN CASE OF COURT ORDER OR ARBITRATION AWARD
CHAPTER 13 DEMOCRACY OF SHAREHOLDERS
13.1 SHAREHOLDERS ARE ULTIMATE OWNERS, BUT WITH LIMITED POWERS
13.2 MEETINGS OF SHAREHOLDERS
13.3 GENERAL PROVISIONS OF MEETING OF MEMBERS
13.4 REQUIREMENTS OF NOTICE OF A GENERAL MEETING
13.5 ANNUAL GENERAL MEETING
13.6 FINANCIAL STATEMENT
CHAPTER 14 PROCEDURE OF GENERAL MEETING
14.1 CHAIRPERSON OF THE MEETING
14.2 ONE PERSON MEETING
14.3 PROXY AT THE MEETING
14.4 PROCEDURE OF THE MEETING
14.5 ADJOURNMENT OF GENERAL MEETINGS
14.6 RULES OF DEBATE IN A GENERAL MEETING
14.7 FUNCTIONS OF A COMPANY SECRETARY IN REGARD TO MEETING
14.8 RESOLUTIONS AND VOTING AT GENERAL MEETING
14.9 MEMBERS' RESOLUTIONS AND STATEMENTS ON RESOLUTIONS
14.10 PRIVATE AGREEMENTS NOT BINDING
14.11 VOTING AT THE MEETING
14.12 VOTING BY POLL
14.13 VOTING BY POSTAL BALLOT
14.14 VOTING BY ELECTRONIC MEANS
14.15 MINUTES OF GENERAL MEETING
14.16 INSPECTION OF MINUTE BOOKS OF GENERAL MEETING
14.17 SECRETARIAL STANDARD SS-5 ON MINUTES
14.18 FILING OF RESOLUTIONS WITH ROC
CHAPTER 15 DIRECTORS OF COMPANY
15.1 ROLE OF DIRECTORS
15.2 BOARD OF DIRECTORS
15.3 INDEPENDENT DIRECTORS IN CASE OF PUBLIC COMPANIES
15.4 DIRECTOR ELECTED BY SMALL SHAREHOLDERS
15.5 PROTECTION TO INDEPENDENT AND NON-EXECUTIVE DIRECTORS
15.6 WHO CAN BE A DIRECTOR
15.7 ELECTION AND APPOINTMENT OF DIRECTORS
15.8 CONTESTING AS DIRECTOR
15.9 PROPORTIONAL REPRESENTATION
15.10 NOMINEE DIRECTORS
15.11 ADDITIONAL DIRECTORS
15.12 ALTERNATE DIRECTOR
15.13 APPOINTMENT OF DIRECTOR BY NCLT
15.14 FILLING OF CASUAL VACANCY OF A DIRECTOR
15.15 DE FACTO DIRECTOR
15.16 SPECIAL PROVISIONS RELATING TO BANKING COMPANIES
15.17 RESTRICTION ON NUMBER OF DIRECTORSHIPS
15.18 SECRETARIAL PROCEDURES RELATING TO DIRECTORS
15.19 SECRETARIAL PRACTICE FOR APPOINTMENT/CHANGE IN DIRECTOR
15.20 REGISTER OF DIRECTORS AND KMP
15.21 REMUNERATION TO NON-WHOLETIME DIRECTORS
15.22 PAYMENT OF SITTING FEES AND TRAVEL EXPENSES TO DIRECTORS
15.23 CEILING OF TOTAL MANAGERIAL REMUNERATION
15.24 CALCULATION OF 'NET PROFIT'
15.25 MANAGERIAL REMUNERATION AT A GLANCE
15.26 REMUNERATION TO DIRECTOR IN PROFESSIONAL CAPACITY
15.27 OTHER PROVISIONS RELATING TO MANAGERIAL REMUNERATION
CHAPTER 16 DISQUALIFICATIONS AND REMOVAL OF DIRECTOR
16.1 DISQUALIFICATION OF A DIRECTOR
16.2 NO DISQUALIFICATION OF NOMINEE DIRECTORS
16.3 VACATION OF OFFICE OF A DIRECTOR
16.4 RESIGNATION BY DIRECTOR
16.5 REMOVAL OF A DIRECTOR
16.6 REMOVAL OF DIRECTOR IN REQUISITION MEETING
16.7 REMOVAL OF DIRECTOR CAN AMOUNT TO OPPRESSION
16.8 REMOVAL OF PERMANENT DIRECTORS
16.9 REMOVAL BY NCLT
16.10 CIVIL COURT HAS JURISDICTION IN RESPECT OF REMOVAL OF DIRECTOR
16.11 REMOVAL OF NOMINEE DIRECTOR BY WITHDRAWING NOMINATION
CHAPTER 17 RESTRICTIONS ON DIRECTORS IN RELATION TO COMPANY
17.1 CONTRACTS IN WHICH DIRECTORS ARE INTERESTED
17.2 RESTRICTIONS ON LOANS TO DIRECTORS
17.3 RELATED PARTY TRANSACTIONS
17.4 DISCLOSURES AND REGISTERS
17.5 ACCOUNTING STANDARD RELATING TO RELATED PARTY TRANSACTIONS
17.6 PAYMENT TO DIRECTOR FOR LOSS OF OFFICE, ETC.
17.7 RESTRICTION ON NON-CASH TRANSACTIONS INVOLVING DIRECTORS
17.8 PROHIBITION ON FORWARD DEALINGS IN SECURITIES OF COMPANY
17.9 PROHIBITION OF INSIDER TRADING OF SECURITIES
CHAPTER 18 DUTIES, RIGHTS AND LIABILITIES OF A DIRECTOR
18.1 LEGAL POSITION OF A DIRECTOR
18.2 DIRECTOR IS NOT AN EMPLOYEE
18.3 DIRECTOR HAS SOME TRAITS OF AN AGENT OF THE COMPANY
18.4 DIRECTOR HAS SOME TRAITS AS 'TRUSTEE'
18.5 DIRECTORS CANNOT ENTER INTO POOLING ARRANGEMENT
18.6 CORPORATE OPPORTUNITY CANNOT BE DIVERTED FOR PERSONAL GAINS
18.7 SPECIFIC DUTIES OF A DIRECTOR
18.8 RIGHTS OF DIRECTOR AND LIMITATIONS
18.9 LEGAL LIABILITY OF A DIRECTOR
18.10 COMPLIANCE CERTIFICATES FROM EXECUTIVE DIRECTORS
18.11 LIABILITY UNDER COMPANIES ACT ON 'OFFICER IN DEFAULT'
18.12 PERSONAL LIABILITY OF DIRECTOR FOR COMPANY'S DUES
18.13 DIRECTOR MAY BE HELD LIABLE EVEN IF NOT PERSONALLY INVOLVED IN FRAUD, IF HE IS NEGLIGENT
18.14 DIRECTOR LIABLE FOR CONTEMPT OF COURT BY COMPANY
18.15 LIABILITY IF PERSONAL GUARANTEE GIVEN
18.16 INSURANCE OF LIABILITY OF DIRECTOR
18.17 LIABILITY OF DIRECTOR UNDER OTHER ACTS
18.18 LIABILITIES UNDER SOME ACTS
18.19 LIABILITY UNDER NEGOTIABLE INSTRUMENTS ACT
CHAPTER 19 MEETING OF BOARD OF DIRECTORS
19.1 ROLE OF BOARD IN COMPANY MANAGEMENT
19.2 BOARD IN SUPREME IN MANAGEMENT OF COMPANY
19.3 DECISIONS OF BOARD AT THE MEETING
19.4 AGENDA FOR BOARD MEETINGS
19.5 CIRCULAR RESOLUTION I.E. RESOLUTION BY CIRCULATION
19.6 BOARD RESOLUTIONS REQUIRING UNANIMOUS VOTING
19.7 COMMITTEES OF THE BOARD
19.8 AMENDMENT OR CANCELLATION OF A BOARD RESOLUTION
19.9 CONDUCT OF A BOARD MEETING
19.10 CHAIRPERSON OF THE BOARD MEETING
19.11 AGENDA OF THE BOARD MEETING WITH RELATED PAPERS SEVEN DAYS BEFORE MEETING
19.12 QUORUM FOR THE BOARD MEETING
19.13 ADJOURNMENT OF BOARD MEETING
19.14 FILING OF BOARD RESOLUTIONS AND AGREEMENTS
19.15 BOARD MEETINGS REQUIREMENTS IN RESPECT OF LISTED COMPANIES
19.16 ELECTRONIC BOARD MEETING THROUGH VIDEO CONFERENCE
19.17 MINUTES OF BOARD MEETING
CHAPTER 20 REPORT OF BOARD TO MEMBERS
20.1 DIRECTORS' REPORT
20.2 CONTENTS OF REPORT OF BOARD
20.3 REQUIREMENTS IN CASE OF LISTED COMPANIES
20.4 NBFC/CHIT FUND/HOUSING FINANCE COMPANIES TO DISCLOSE UNPAID DEPOSITS
20.5 PUNISHMENT FOR NOT COMPLYING WITH PROVISIONS
CHAPTER 21 CORPORATE GOVERNANCE
21.1 TRANSPARENCY AND INTEGRITY IN COMPANY MANAGEMENT
21.2 WHAT IS CORPORATE GOVERNANCE
21.3 FUNDAMENTAL PRINCIPLES OF CORPORATE GOVERNANCE
21.4 LIMITATIONS OF CORPORATE GOVERNANCE
21.5 SEBI REQUIREMENTS ON CORPORATE GOVERNANCE
21.6 HIGHLIGHTS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
21.7 DISCRETIONARY REQUIREMENTS OF CORPORATE GOVERNANCE
21.8 REPORTING COMPLIANCE OF CORPORATE GOVERNANCE
21.9 AUDIT COMMITTEE
21.10 SEBI PROVISIONS RELATING TO AUDIT COMMITTEE
21.11 NOMINATION AND REMUNERATION COMMITTEE
21.12 STAKEHOLDERS RELATIONSHIP COMMITTEE
21.13 CORPORATE SOCIAL RESPONSIBILITY
CHAPTER 22 RESTRICTIONS ON POWERS OF BOARD
22.1 INTRODUCTION
22.2 SALE OR LEASE OF UNDERTAKING
22.3 INVESTMENT OF COMPENSATION RECEIVED AFTER MERGER OR AMALGAMATION
22.4 BORROWING MONEY
22.5 REMITTING OR GIVING TIME FOR RECOVERY OF DEBT DUE FROM DIRECTOR
22.6 CONTRIBUTION TO BONA FIDE CHARITABLE TRUSTS OR FUNDS
22.7 NO RESTRICTIONS ON CONTRIBUTION TO NATIONAL DEFENCE FUND
22.8 RESTRICTIONS ON POLITICAL CONTRIBUTIONS
22.9 RESTRICTIONS ON MANAGERIAL REMUNERATION
22.10 NO RESTRICTION ON OTHER POWERS
22.11 INVESTMENTS BY COMPANIES
22.12 RESTRICTIONS ON INVESTMENT THROUGH INVESTMENT SUBSIDIARIES
22.13 LIMIT IN RESPECT OF INVESTMENT/LOAN/GUARANTEE
22.14 GIVING GUARANTEE OR PROVIDING SECURITY FOR LOAN
22.15 UNANIMOUS APPROVAL OF BOARD IN MEETING
22.16 PUNISHMENT FOR CONTRAVENTION OF PROVISIONS
CHAPTER 23 KEY MANAGERIAL PERSONNEL
23.1 DAY TO DAY MANAGEMENT OF COMPANY
23.2 ROLE OF MANAGING DIRECTOR/MANAGER
23.3 MD/MANAGER IS SUBORDINATE TO BOARD OF DIRECTORS
23.4 WHO CAN BE APPOINTED AS MD/WTD/MANAGER
23.5 DISQUALIFICATION AS MD/WD
23.6 WHEN APPROVAL OF CENTRAL GOVERNMENT IS NECESSARY FOR APPOINTING MD/WTD/MANAGER
23.7 APPOINTMENT OF MD/WD
23.8 REMUNERATION TO MANAGERIAL PERSON
23.9 MINIMUM REMUNERATION WHEN PROFIT IS INADEQUATE OR COMPANY IS IN LOSS
23.10 PERQUISITES ALLOWABLE TO MD/WD
23.11 COMPENSATION FOR LOSS OF OFFICE OR RETIREMENT
23.12 COMPANY SECRETARY
23.13 MANDATORY APPOINTMENT OF SECRETARY
23.14 ROLE OF COMPANY SECRETARY
CHAPTER 24 CHARGE ON ASSETS OF THE COMPANY
24.1 SECURED BORROWINGS
24.2 CHARGE ON ASSETS OWNED BY COMPANY
24.3 CREATION OF 'CHARGE'
24.4 CHARGES FILING OF WHICH WITH ROC IS NOT NECESSARY
24.5 FILING OF CHARGE, ITS MODIFICATION AND SATISFACTION
24.6 REGISTRATION OF CHARGE BY ROC
24.7 EFFECT OF NON-REGISTRATION OF CHARGE
24.8 PUNISHMENT FOR NOT FILING CHARGES
24.9 RECORDS OF CHARGES TO BE MAINTAINED BY THE COMPANY
24.10 RECTIFICATION OF REGISTER OF CHARGES
CHAPTER 25 DEBENTURES
25.1 NATURE OF 'DEBENTURE'
25.2 TYPES OF DEBENTURES
25.3 DEBENTURE TRUSTEES
25.4 PROCEDURE FOR ISSUE OF DEBENTURES
25.5 OTHER ISSUES RELATING TO DEBENTURES
25.6 PROTECTION OF INTEREST OF DEBENTURE HOLDERS
CHAPTER 26 PUBLIC DEPOSITS
26.1 DEPOSITS FROM PUBLIC AND MEMBERS
26.2 ACCEPTANCE OF SECURED DEPOSITS FROM PUBLIC ONLY IN SPECIFIED CASES
26.3 OTHER COMPANIES CAN ACCEPT DEPOSITS ONLY FROM MEMBERS
26.4 REPAYMENT OF DEPOSITS
26.5 BORROWINGS WHICH ARE EXCLUDED FROM DEFINITION OF 'DEPOSIT'
CHAPTER 27 ACCOUNTS OF THE COMPANY
27.1 NEED FOR ACCOUNTS AND AUDIT
27.2 FINANCIAL STATEMENT OF A COMPANY
27.3 CIRCULATION OF FINANCIAL STATEMENT WITH ATTACHMENTS
27.4 FILING COPY OF FINANCIAL STATEMENTS WITH ROC
27.5 RE-OPENING OF ACCOUNTS AND FINANCIAL STATEMENT
27.6 INTERNAL AUDIT
27.7 INSPECTION OF BOOKS OF ACCOUNT
27.8 DIFFERENT ACCOUNTS FOR COMPANY LAW & INCOME TAX
27.9 NATIONAL FINANCIAL REPORTING AUTHORITY (NFRA)
27.10 ACCOUNTING STANDARDS
27.11 ACCOUNTING STANDARDS APPLICABLE TO OTHER COMPANIES
27.12 REQUIREMENTS OF FINANCIAL STATEMENT
CHAPTER 28 DIVIDEND
28.1 SHARE OF PROFIT TO MEMBERS
28.2 DECLARATION OF DIVIDEND OUT OF RESERVES
28.3 NO DIVIDEND UNLESS CARRIED OVER LOSSES AND DEPRECIATION ARE SET OFF AGAINST PROFIT
28.4 DECLARATION OF DIVIDEND
28.5 INTERIM DIVIDEND
28.6 ENTITLEMENT OF DIVIDEND
28.7 SEBI REQUIREMENTS FOR DECLARATION OF DIVIDEND
28.8 PAYMENT OF DIVIDEND
28.9 DIVIDEND TO BE PAID WITHIN 30 DAYS
28.10 WHEN PAYMENT OF DIVIDEND MAY BE WITHHELD
28.11 PAYMENT OF DIVIDEND WHEN TRANSFER NOT REGISTERED, AS IT WAS AGAINST LAW
28.12 OTHER PROVISIONS RELATING TO DIVIDEND
28.13 UNPAID DIVIDEND
28.14 INVESTOR EDUCATION AND PROTECTION FUND
CHAPTER 29 FINANCIAL AUDIT OF ACCOUNTS
29.1 ROLE OF AN 'AUDITOR'
29.2 APPOINTMENT AND REMUNERATION OF AUDITORS
29.3 APPOINTMENT OR REAPPOINTMENT OF AUDITORS/FIRM OF AUDITORS
29.4 CASUAL VACANCY OF AUDITOR
29.5 APPOINTMENT OF AUDITORS/FIRM OF AUDITORS IN GOVERNMENT COMPANY
29.6 REMUNERATION OF AUDITORS/FIRM OF AUDITORS
29.7 APPOINTING ANOTHER AUDITOR
29.8 POWERS OF AUDITOR
29.9 AUDIT OF BRANCH OFFICE
29.10 REPORT OF AUDITORS TO MEMBERS
29.11 ADDITIONAL MATTERS TO BE INCLUDED IN REPORT OF AUDITOR
29.12 OTHER PROVISIONS REGARDING AUDIT REPORT
29.13 AUDITOR NOT TO RENDER CERTAIN SERVICES
29.14 PUNISHMENT FOR CONTRAVENTION OF PROVISIONS RELATING TO AUDIT AND AUDITORS
CHAPTER 30 COST AUDIT AND SECRETARIAL AUDIT
30.1 ROLE OF COST AUDIT
30.2 COST ACCOUNTING STANDARDS
30.3 DISTINCTION BETWEEN FINANCIAL AUDIT & COST AUDIT
30.4 COST RECORDS AND AUDIT RULES
30.5 SECRETARIAL AUDIT IN RESPECT OF BIGGER COMPANIES
30.6 SECRETARIAL STANDARDS
30.7 COMPANY SECRETARY IN PRACTICE
30.8 CERTIFICATE OF PRACTICE OF ONLY ONE INSTITUTE
CHAPTER 31 PRIVATE COMPANIES
31.1 PRIVATE COMPANY IS GLORIFIED PARTNERSHIP
31.2 PRIVATE COMPANY, WHICH IS SUBSIDIARY OF A PUBLIC COMPANY, IS PUBLIC COMPANY
31.3 CONVERSION OF PRIVATE TO PUBLIC COMPANY AND VICE VERSA
31.4 DIRECTOR OF A PRIVATE COMPANY HAS PERSONAL LIABILITY FOR INCOME TAX AND GST
CHAPTER 32 HOLDING AND SUBSIDIARY COMPANIES
32.1 ONE COMPANY OWNING OTHER
32.2 IMPLICATIONS OF HOLDING/SUBSIDIARY RELATIONSHIP BETWEEN TWO COMPANIES
32.3 PROVISIONS IN CASE OF LISTED COMPANIES
32.4 OTHER PROVISIONS APPLICABLE TO HOLDING AND SUBSIDIARY COMPANIES
32.5 WHOLLY OWNED SUBSIDIARY
CHAPTER 33 COMPANIES LICENSED UNDER SECTION 8
33.1 NON-PROFIT COMPANIES
33.2 ELECTORAL TRUSTS
CHAPTER 34 GOVERNMENT COMPANIES
34.1 COMPANY WHERE GOVERNMENT IS MAJOR SHAREHOLDER
34.2 AUDITORS OF GOVERNMENT COMPANY
34.3 ANNUAL REPORT ON GOVERNMENT COMPANIES TO PARLIAMENT/STATE LEGISLATURE
34.4 GOVERNMENT MANAGED COMPANIES
34.5 GOVERNMENT COMPANY IS NOT 'GOVERNMENT', BUT IS 'STATE'
CHAPTER 35 FOREIGN COMPANY
35.1 BODY CORPORATE INCORPORATED OUTSIDE INDIA
35.2 CERTAIN PROVISIONS APPLICABLE TO FOREIGN COMPANY
35.3 LIMITATIONS ON FOREIGN COMPANY
35.4 FOREIGN COMPANY WITH CONTROL FROM INDIA
35.5 ISSUE OF SHARES/DEBENTURES BY A FOREIGN COMPANY
CHAPTER 36 OTHER TYPES OF COMPANIES
36.1 SMALL COMPANY
36.2 ONE PERSON COMPANY (OPC)
36.3 DORMANT COMPANY
36.4 GUARANTEE COMPANY
36.5 INSURANCE COMPANIES
36.6 HOUSING FINANCE COMPANIES
36.7 BANKING COMPANIES
36.8 ELECTRICITY COMPANIES
36.9 PRODUCER COMPANIES
36.10 NON BANKING FINANCIAL COMPANIES (NBFCs)
36.11 CHIT FUNDS
36.12 NIDHI COMPANIES
CHAPTER 37 MISCELLANEOUS PROVISIONS IN COMPANY LAW
37.1 SERVICE OF DOCUMENTS
37.2 REMOVAL OF NAME OF COMPANY FROM THE REGISTER
37.3 CONVERSION OF PARTNERSHIP OR LLP OR SOCIETY OR OTHER BUSINESS ENTITY INTO A COMPANY
37.4 RECEIVERS AND MANAGERS
37.5 MEDIATION AND CONCILIATION
37.6 REGISTERED VALUERS
37.7 INSOLVENCY AND BANKRUPTCY CODE, 2016 FOR COMPANIES
CHAPTER 38 OVERVIEW OF NCLT RELATED ISSUES
38.1 BACKGROUND
38.2 CLASS ACTION UNDER COMPANY LAW
38.3 OPPRESSION AND MISMANAGEMENT
38.4 COMPROMISE AND ARRANGEMENT
38.5 MERGER AND AMALGAMATION
38.6 CROSS BORDER MERGERS
38.7 TAKEOVER OF ANOTHER COMPANY BY PURCHASING 100% OF SHARES
38.8 WINDING UP OF COMPANY
CHAPTER 39 INSPECTION, INVESTIGATION, OFFENCES, PENALTIES
39.1 POWER OF REGISTRAR TO CALL FOR INFORMATION
39.2 SEARCH AND SEIZURE
39.3 INVESTIGATION
39.4 INVESTIGATION OF OWNERSHIP OF A COMPANY
39.5 PROTECTION OF EMPLOYEES DURING INVESTIGATION
39.6 SERIOUS FRAUDS INVESTIGATION OFFICE
39.7 PUNISHMENTS FOR OFFENCES
39.8 OFFICER AND 'OFFICER IN DEFAULT'
39.9 MEANING OF FRAUD
39.10 COMPANY CAN BE PROSECUTED IF LAW PROVIDES FOR COMPULSORY IMPRISONMENT
39.11 PROVISIONS IN RESPECT OF TRIAL IN COURT
39.12 MEANING OF CONTINUING OFFENCE FOR PURPOSE OF LIMITATION
39.13 CRIMINAL ACTION OF DIRECTORS AND EMPLOYEES IS CRIMINAL ACTION OF A COMPANY
39.14 LIMITS ON LIABILITY OF DIRECTORS IN CERTAIN CASES
39.15 POWER OF COURT TO GRANT RELIEF TO OFFICER IF HE HAD ACTED HONESTLY AND REASONABLY
39.16 PUNISHMENT FOR WRONGFUL WITHHOLDING OF PROPERTY
39.17 COMPOSITION OF OFFENCES
39.18 SPECIAL COURT
CHAPTER 40 ADMINISTRATION OF COMPANY LAW
40.1 LAW ADMINISTERED BY CENTRAL GOVERNMENT
40.2 REGIONAL DIRECTORS
40.3 REGISTRAR OF COMPANIES
40.4 RETURNS TO ROC
40.5 COMPANY LAW BOARD
40.6 SEBI
40.7 CIVIL COURT & COMPANY COURT
40.8 NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
CHAPTER 41 MCA-21 - E-GOVERNANCE
41.1 E-GOVERNANCE IN COMPANY LAW ADMINISTRATION
CHAPTER 42 PROCEDURAL COMPLIANCES BY A COMPANY
42.1 COMPLIANCE REQUIREMENTS
42.2 REGISTERS AND RECORDS
42.3 MAINTENANCE AND INSPECTION OF DOCUMENT IN ELECTRONIC FORM BY COMPANY
42.4 REGULAR RETURNS TO BE FILED BY COMPANIES