Description
This comprehensive guide offers detailed and accurate information on all provisions of the Companies Act 2013. It features a topic-wise commentary on each provision, providing valuable insights and practical guidance for companies and corporate professionals. This book addresses various practical issues faced by corporate entities and professionals.
The Present Publication is the 15th Edition | July 2024 & updated till 10th June 2024. This book is authored by Taxmann’s Editorial Board with the following noteworthy features:
[Topic-wise Commentary] The book covers over 40 key topics related to the Companies Act 2013, ensuring a detailed understanding of each provision
[Comprehensive Analysis] It includes a thorough analysis of all provisions of the Companies Act, supplemented with relevant Rules, Judicial Pronouncements, Circulars, and Notifications
[Practical Guidance] The book addresses practical issues faced by companies and corporate professionals, making it an indispensable resource for day-to-day corporate governance and compliance
The contents of the book are as follows
Introduction
This chapter lays the foundation with an overview of the company form of business organisation, the administration of the Companies Act, the concept of a company as a separate legal entity, and various types of companies that can be formed. It also explores fundamental principles like limited liability and the lifting of the corporate veil
Incorporation of a Company
The process of forming a company is detailed here, including the initial stages, naming conventions, signing of the memorandum and articles, necessary documentation, and obtaining the certificate of incorporation
Memorandum of Association
This chapter discusses the memorandum as the constitution of the company, detailing its clauses, the procedure for alterations, and the doctrine of ultra vires
Articles of Association
It provides insights into the internal management rules, the binding nature of articles, and the procedure for altering articles
Capital of the Company
An exploration of company funds, including equity and preference shares, highlighting the distinction between ‘own funds’ and ‘loan funds’
Issue of Securities
Various modes of raising capital are discussed, such as issuing shares at a premium, private placement, and the procedures for issuing and allotting securities
Further Issue of Securities
This chapter elaborates on rights issues, preferential allotment, bonus shares, sweat equity shares, and employee stock options
Reduction of Capital and Buy-back of Securities
Processes for reducing capital and buying back securities are detailed, including procedural aspects and legal requirements
Public Issue of Securities
It covers the background, stock exchange requirements, prospectus details, and penalties for violations related to public issues
Membership of Company
The chapter defines the rights and obligations of members, shareholding variations, and the procedures for maintaining a register of members
Transfer of Securities
Guidelines and procedures for the transfer of shares and securities, including legal restrictions and protections for transferees, are discussed
Nomination and Transmission of Shares
The procedures for nominating shares, involuntary transfers, and transmissions in various circumstances, including insolvency and mental incapacity
Democracy of Shareholders
This chapter emphasises the ultimate ownership by shareholders, detailing the types and procedures of shareholder meetings, including the annual general meeting
Procedure of General Meeting
It provides a comprehensive guide to conducting general meetings, including notices, voting procedures, and the role of the company secretary
Directors of Company
Roles, responsibilities, appointment processes, and the legal position of directors are explored, including remuneration and the concept of independent directors
Disqualifications and Removal of Director
The legal grounds for disqualification, procedures for removal, and the implications of director vacancies are thoroughly examined
Restrictions on Directors in Relation to Company
Detailed restrictions on directors’ actions, such as related party transactions, loans, and contracts, are outlined
Duties, Rights, and Liabilities of a Director
An in-depth look at the legal duties, rights, and potential liabilities of directors under various circumstances
Meeting of the Board of Directors
This chapter details the procedures for board meetings, including agenda setting, quorum requirements, and the role of the chairperson
Report of Board to Members
The contents and requirements of the directors’ report, particularly for listed companies, are explained
Corporate Governance
The principles and practices of corporate governance, including SEBI requirements, are discussed, emphasising transparency and integrity
Restrictions on Powers of Board
Legal restrictions on the board’s powers, such as borrowing limits and investment rules, are outlined
Key Managerial Personnel
The roles and responsibilities of key managerial personnel, including managing directors and company secretaries, are analysed
Charge on Assets of the Company
Guidelines for securing borrowings through charges on company assets, including filing requirements and penalties for non-compliance
Debentures
The nature, types, and issuance procedures for debentures are detailed, along with protections for debenture holders
Public Deposits
Procedures and restrictions for accepting public deposits, including repayment requirements and exemptions
Accounts of the Company
Requirements for maintaining and auditing financial accounts, including the role of the National Financial Reporting Authority (NFRA) and accounting standards
Dividend
Rules and procedures for declaring and paying dividends, including SEBI requirements and provisions for unpaid dividends
Financial Audit of Accounts
The role and responsibilities of auditors, including appointment procedures and the scope of audit reports
Cost Audit and Secretarial Audit
Detailed processes for cost and secretarial audits, including applicable standards and the distinction from financial audits
Private Companies
Special provisions and requirements for private companies, including conversion processes and potential personal liabilities
Holding and Subsidiary Companies
Implications and legal provisions for holding and subsidiary relationships, especially for listed companies
Companies Licensed Under Section 8
Requirements and regulations for non-profit companies and electoral trusts
Government Companies
Special provisions for companies where the government is a major shareholder, including audit and reporting requirements
Foreign Company
Regulations applicable to foreign companies operating in India, including limitations and share issuance rules
Other Types of Companies
Provisions for small companies, one-person companies, dormant companies, and specific industry-related companies like banking and insurance
Miscellaneous Provisions in Company Law
Additional regulations and procedural aspects, including service of documents, mediation, and the Insolvency and Bankruptcy Code
Overview of NCLT Related Issues
Comprehensive coverage of the National Company Law Tribunal’s (NCLT) role, procedures for mergers, takeovers, and insolvency resolution
Penalties and Punishments
General and specific provisions regarding penalties for non-compliance, fraud, and other offences
Rules of Interpretation
Guidelines for interpreting company law statutes, including general and specific rules, aids, and presumptions
Miscellaneous
Additional provisions covering document service, removal of company names, jurisdiction of courts, and rule-making powers
