Treatise on Companies Act 2013 2020 edition (set of four volumes)
Treatise on Companies Act 2013 2020 edition (set of four volumes)
- Brand : Bharat Law House
- Product Code : VBH000210
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Rs11,980.00
- Ex Tax :Rs11,980.00
1st edition 2020
| About V.S. Wahi’s Treatise on COMPANIES ACT, 2013 |
Volume 1 CHAPTER I PRELIMINARY 1. Short title, extent, commencement and application 2. Definitions CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO 3. Formation of company 3A. Members severally liable in certain cases 4. Memorandum 5. Articles 6. Act to over-ride memorandum, articles, etc. 7. Incorporation of company 8. Formation of companies with charitable objects, etc. 9. Effect of registration 10. Effect of memorandum and articles 10A. Commencement of business, etc. 11. Commencement of business, etc [Omitted by Companies (Amendment) Act, 2015, w.e.f. 29-5-2015] 12. Registered office of company 13. Alteration of memorandum 14. Alteration of articles 15. Alteration of memorandum or articles to be noted in every copy 16. Rectification of name of company 17. Copies of memorandum, articles, etc., to be given to members 18. Conversion of companies already registered 19. Subsidiary company not to hold shares in its holding company 20. Service of documents 21. Authentication of documents, proceedings and contracts 22. Execution of bills of exchange, etc. CHAPTER III PROSPECTUS AND ALLOTMENT OF SECURITIES PART I.—Public offer 23. Public offer and private placement 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. 25. Document containing offer of securities for sale to be deemed prospectus 26. Matters to be stated in prospectus 27. Variation in terms of contract or objects in prospectus 28. Offer of sale of shares by certain members of company 29. Public offer of securities to be in dematerialised form 30. Advertisement of prospectus 31. Shelf prospectus 32. Red herring prospectus 33. Issue of application forms for securities 34. Criminal liability for mis-statements in prospectus 35. Civil liability for mis-statements in prospectus 36. Punishment for fraudulently inducing persons to invest money 37. Action by affected persons 38. Punishment for personation for acquisition, etc., of securities 39. Allotment of securities by company 40. Securities to be dealt with in stock exchanges 41. Global depository receipt PART II.—Private placement 42. Issue of shares on private placement basis CHAPTER IV SHARE CAPITAL AND DEBENTURES 43. Kinds of share capital 44. Nature of shares or debentures 45. Numbering of shares 46. Certificate of shares 47. Voting rights 48. Variation of shareholders' rights 49. Calls on shares of same class to be made on uniform basis 50. Company to accept unpaid share capital, although not called up 51. Payment of dividend in proportion to amount paid-up 52. Application of premiums received on issue of shares 53. Prohibition on issue of shares at discount 54. Issue of sweat equity shares 55. Issue and redemption of preference shares 56. Transfer and transmission of securities 57. Punishment for personation of shareholder 58. Refusal of registration and appeal against refusal 59. Rectification of register of members 60. Publication of authorised, subscribed and paid-up capital 61. Power of limited company to alter its share capital 62. Further issue of share capital 63. Issue of bonus shares 64. Notice to be given to Registrar for alteration of share capital 65. Unlimited company to provide for reserve share capital on conversion into limited company 66. Reduction of share capital 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares 68. Power of company to purchase its own securities 69. Transfer of certain sums to capital redemption reserve account 70. Prohibition for buy-back in certain circumstances 71. Debentures 72. Power to nominate CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES 73. Prohibition on acceptance of deposits from public 74. Repayment of deposits, etc., accepted before commencement of this Act 75. Damages for fraud 76. Acceptance of deposits from public by certain companies 76A. Punishment for contravention of section 73 or section 76 CHAPTER VI REGISTRATION OF CHARGES 77. Duty to register charges, etc. 78. Application for registration of charge 79. Section 77 to apply in certain matters 80. Date of notice of charge 81. Register of charges to be kept by Registrar 82. Company to report satisfaction of charge 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company 84. Intimation of appointment of receiver or manager 85. Company's register of charges 86. Punishment for contravention 87. Rectification by Central Government in register of charges CHAPTER VII MANAGEMENT AND ADMINISTRATION 88. Register of members, etc. 89. Declaration in respect of beneficial interest in any share 90. Register of significant beneficial owners in a company 91. Power to close register of members or debenture holders or other security holders 92. Annual return 93. [Omitted by the Companies (Amendment) Act, 2017] 94. Place of keeping and inspection of registers, returns, etc 95. Registers, etc., to be evidence 96. Annual general meeting 97. Power of Tribunal to call annual general meeting 98. Power of Tribunal to call meetings of members, etc 99. Punishment for default in complying with provisions of sections 96 to 98 100. Calling of extraordinary general meeting 101. Notice of meeting 102. Statement to be annexed to notice 103. Quorum for meetings 104. Chairman of meetings 105. Proxies 106. Restriction on voting rights 107. Voting by show of hands 108. Voting through electronic means 109. Demand for poll 110. Postal ballot 111. Circulation of members' resolution 112. Representation of President and Governors in meetings 113. Representation of corporations at meeting of companies and of creditors 114. Ordinary and special resolutions 115. Resolutions requiring special notice 116. Resolutions passed at adjourned meeting 117. Resolutions and agreements to be filed 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot 119. Inspection of minute-books of general meeting 120. Maintenance and inspection of documents in electronic form 121. Report on annual general meeting 122. Applicability of this Chapter to One Person Company SUBJECT INDEX Volume 2 CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND 123. Declaration of dividend 124. Unpaid Dividend Account 125. Investor Education and Protection Fund 126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares 127. Punishment for failure to distribute dividends CHAPTER IX ACCOUNTS OF COMPANIES 128. Books of account, etc., to be kept by company 129. Financial statement 130. Re-opening of accounts on court's or Tribunal's orders 131. Voluntary revision of financial statements or Board’s report 132. Constitution of National Financial Reporting Authority 133. Central Government to prescribe accounting standards 134. Financial Statement, Board's report, etc. 135. Corporate Social Responsibility 136. Right of member to copies of audited financial statement 137. Copy of financial statement to be filed with Registrar 138. Internal Audit CHAPTER X AUDIT AND AUDITORS 139. Appointment of auditors 140. Removal, resignation of auditor and giving of special notice 141. Eligibility, qualifications and disqualifications of auditors 142. Remuneration of auditors 143. Powers and duties of auditors and auditing standards 144. Auditor not to render certain services 145. Auditors to sign audit reports, etc 146. Auditors to attend general meeting 147. Punishment for contravention 148. Central Government to specify audit of items of cost in respect of certain companies CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS 149. Company to have Board of Directors 150. Manner of selection of independent directors and maintenance of data bank of independent directors 151. Appointment of director elected by small shareholders 152. Appointment of directors 153. Application for allotment of Director Identification Number 154. Allotment of Director Identification Number 155. Prohibition to obtain more than one Director Identification Number 156. Director to intimate Director Identification Number 157. Company to inform Director Identification Number to Registrar 158. Obligation to indicate Director Identification Number 159. Penalty for default in certain provisions 160. Right of persons other than retiring directors to stand for directorship 161. Appointment of additional director, alternate director and nominee director 162. Appointment of directors to be voted individually 163. Option to adopt principle of proportional representation for appointment of directors 164. Disqualifications for appointment of director 165. Number of directorships 166. Duties of directors 167. Vacation of office of director 168. Resignation of director 169. Removal of directors 170. Register of directors and key managerial personnel and their shareholding 171. Members' right to inspect 172. Punishment CHAPTER XII MEETINGS OF BOARD AND ITS POWERS 173. Meetings of Board 174. Quorum for meetings of Board 175. Passing of resolution by circulation 176. Defects in appointment of directors not to invalidate actions taken 177. Audit committee 178. Nomination and remuneration committee and stakholders relationship committee 179. Powers of Board 180. Restrictions on powers of Board 181. Company to contribute to bona fide and charitable funds, etc 182. Prohibitions and restrictions regarding political contributions 183. Power of Board and other persons to make contributions to national defence fund, etc. 184. Disclosure of interest by director 185. Loan to directors, etc 186. Loan and investment by company 187. Investments of company to be held in its own name 188. Related party transactions 189. Register of contracts or arrangements in which directors are interested 190. Contract of employment with managing or whole-time directors 191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares 192. Restriction on non-cash transactions involving directors 193. Contract by One Person Company 194. Prohibition on forward dealings in securities of company by director or key managerial personnel [Omitted by Companies (Amendment) Act, 2017, w.e.f. 9-2-2018] 195. Prohibition on insider trading of securities [Omitted by Companies (Amendment) Act, 2017, w.e.f. 9-2-2018] CHAPTER XIII APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL 196. Appointment of managing director, whole-time director or manager 197. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits 198. Calculation of profits 199. Recovery of remuneration in certain cases 200. Central Government or company to fix limit with regard to remuneration 201. Forms of, and procedure in relation to, certain applications 202. Compensation for loss of office of managing or whole-time director or manager 203. Appointment of key managerial personnel 204. Secretarial audit for bigger companies 205. Functions of company secretary CHAPTER XIV INSPECTION, INQUIRY AND INVESTIGATION 206. Power to call for information, inspect books and conduct inquiries 207. Conduct of inspection and inquiry 208. Report on inspection made 209. Search and seizure 210. Investigation into affairs of company 211. Establishment of Serious Fraud Investigation Office 212. Investigation into affairs of company by Serious Fraud Investigation Office 213. Investigation into company's affairs in other cases 214. Security for payment of costs and expenses of investigation 215. Firm, body corporate or association not to be appointed as inspector 216. Investigation of ownership of company 217. Procedure, powers, etc., of inspectors 218. Protection of employees during investigation 219. Power of inspector to conduct investigation into affairs of related companies, etc. 220. Seizure of documents by inspector 221. Freezing of assets of company on inquiry and investigation 222. Imposition of restrictions upon securities 223. Inspector's report 224. Actions to be taken in pursuance of inspector's report 225. Expenses of investigation 226. Voluntary winding up of company, etc., not to stop investigation proceedings 227. Legal advisers and bankers not to disclose certain information 228. Investigation, etc., of foreign companies 229. Penalty for furnishing false statement, mutilation, destruction of documents CHAPTER XV COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS 230. Power to compromise or make arrangements with creditors and members 231. Power of Tribunal to enforce compromise or arrangement 232. Merger and amalgamation of companies 233. Merger or amalgamation of certain companies 234. Merger or amalgamation of company with foreign company 235. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority 236. Purchase of minority shareholding 237. Power of Central Government to provide for amalgamation of companies in public interest 238. Registration of offer of schemes involving transfer of shares 239. Preservation of books and papers of amalgamated companies 240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc. SUBJECT INDEX Volume 3 CHAPTER XVI PREVENTION OF OPPRESSION AND MISMANAGEMENT 241. Application to Tribunal for relief in cases of oppression, etc 242. Powers of Tribunal 243. Consequence of termination or modification of certain agreements 244. Right to apply under section 241 245. Class action 246. Application of certain provisions to proceedings u/s 241 or section 245 CHAPTER XVII REGISTERED VALUERS 247. Valuation by registered valuers CHAPTER XVIII REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES 248. Power of Registrar to remove name of company from register of Companies 249. Restrictions on making application under section 248 in certain situations 250. Effect of company notified as dissolved 251. Fraudulent application for removal of name 252. Appeal to Tribunal CHAPTER XIX REVIVAL AND REHABILITATION OF SICK COMPANIES [Chapter XIX omitted by Insolvency and Bankruptcy Code, 2016, w.e.f. 15-11-2016] 253. Determination of sickness 254. Application for revival and rehabilitation 255. Exclusion of certain time in computing period of limitation 256. Appointment of interim administrator 257. Committee of creditors 258. Order of Tribunal 259. Appointment of administrator 260. Powers and duties of company administrator 261. Scheme of revival and rehabilitation 262. Sanction of scheme 263. Scheme to be binding 264. Implementation of scheme 265. Winding up of company on report of company administrator 266. Power of Tribunal to assess damages against delinquent directors, etc. 267. Punishment for certain offences 268. Bar of jurisdiction 269. Rehabilitation and Insolvency Fund CHAPTER XX WINDING UP 270. Winding up by Tribunal PART I.—Winding up by the Tribunal 271. Circumstances in which company may be wound up by Tribunal 272. Petition for winding up 273. Powers of Tribunal 274. Directions for filing statement of affairs 275. Company Liquidators and their appointments 276. Removal and replacement of liquidator 277. Intimation to Company Liquidator, provisional liquidator and Registrar 278. Effect of winding up order 279. Stay of suits, etc., on winding up order 280. Jurisdiction of Tribunal 281. Submission of report by Company Liquidator 282. Directions of Tribunal on report of Company Liquidator 283. Custody of company's properties 284. Promoters, directors, etc., to co-operate with Company Liquidator 285. Settlement of list of contributories and application of assets 286. Obligations of directors and managers 287. Advisory Committee 288. Submission of periodical reports to Tribunal 289. Power of Tribunal on application for stay of winding up [Omitted by the Insolvency and Bankruptcy Code, 2016, w.e.f. 15-11-2016] 290. Powers and duties of Company Liquidator 291. Provision for professional assistance to Company Liquidator 292. Exercise and control of Company Liquidator's powers 293. Books to be kept by Company Liquidator 294. Audit of Company Liquidator's accounts 295. Payment of debts by contributory and extent of set-off 296. Power of Tribunal to make calls 297. Adjustment of rights of contributories 298. Power to order costs 299. Power to summon persons suspected of having property of company, etc. 300. Power to order examination of promoters, directors, etc 301. Arrest of person trying to leave India or abscond 302. Dissolution of company by Tribunal 303. Appeals from orders made before commencement of Act PART II.—Voluntary winding up [Part II comprising sections 304 to 323 omitted by Insolvency and Bankruptcy Code, 2016, w.e.f. 15-11-2016] 304. Circumstances in which company may be wound up voluntarily 305. Declaration of solvency in case of proposal to wind up voluntarily 306. Meeting of creditors 307. Publication of resolution to wind up voluntarily 308. Commencement of voluntary winding up 309. Effect of voluntary winding up 310. Appointment of Company Liquidator 311. Power to remove and fill vacancy of Company Liquidator 312. Notice of appointment of Company Liquidator to be given to Registrar 313. Cesser of Board's powers on appointment of Company Liquidator 314. Powers and duties of Company Liquidator in voluntary winding up 315. Appointment of committees 316. Company Liquidator to submit report on progress of winding up 317. Report of Company Liquidator to Tribunal for examination of persons 318. Final meeting and dissolution of company 319. Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company 320. Distribution of property of company 321. Arrangement when binding on company and creditors 322. Power to apply to Tribunal to have questions determined, etc. 323. Costs of voluntary winding up PART III.—Provisions applicable to every mode of winding up 324. Debts of all descriptions to be admitted to proof 325. Application of insolvency rules in winding up of insolvent companies 326. Overriding preferential payments 327. Preferential payments 328. Fraudulent preference 329. Transfers not in good faith to be void 330. Certain transfers to be void 331. Liabilities and rights of certain persons fraudulently preferred 332. Effect of floating charge 333.
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