Company law 2012-

1. Company Law
Dr. V. K. Jain
M.Com., M.Phil., LL.M. Ph.D. (Tax), FCS
Practising Company Secretary

2. Companies Act 1956
WhyStudyCompanyLaw?
–Mostpopularformofbusinessorganisation.
Why……….?
–Itprovidesanorganisationalframework
–Itisameanstoanend
–Itoffersseveraladvantagesoverotherformsofbusiness
organisations
–AcompanyisapersoninIncome-tax
–Morethan60%ofincome-taxrevenuecomesfromcorporate
assesses.
CAPS Dr. V. K. Jain 2

3. How many companies are there in India?
Therehasbeentremendousgrowthofcompaniesintheninetiesdue
totheneweconomicpolicyofliberalisation,thenewschemeof
taxationofpartnershipfirms,theexpandingcapitalmarketetc.
Asaresultthenumberofcompaniesincreasedmanifoldfromabout
1.25lacsin1980toaround9lacsbyJanuary2012.
MumbaiROChasaround2,40,000companieswhileDelhiROChas
around2,25,000.
Therearearound10,000listedcompanies.

4. 1850The first Companies Act was passed in India in the year
1850. Thereafter the Companies Act, 1866 was enacted,
followed by the Companies Act 1913 which was replaced by
the present Companies Act, 1956.
The Companies Act 1956 has been amended several times. The
Companies (Amendment) Act, 1999, 2000 & 2002 has drastically
amended the Companies Act, 1956, to respond to the changed
economic environment and liberalisation and globalisation
policies of the Government.
A new Companies Act is in the offing and the new company law
bill has already been presented before the Parliament.

5. Ministry of Corporate Affairs
In 2004 a new Ministry of Company Affairs (renamed Ministry
of Corporate Affairs since 9th May 2007) was created for the
first time under the charge of an independent Minister.
MCA-21–This is the biggest e-governance initiative taken by
the Ministry of Corporate Affairs in 2006. All manual filing of
returns and documents have been abolished and e-filing has
been introduced.

6. Meaning of a Company
CAPS Dr. V. K. Jain 6
MEANING OF A COMPANY
Separate Legal Entity Transferable Shares
Limited Liability Separate Property
Perpetual Succession Common Seal
REGISTERED OR INCORPORATED UNDER THE COMPANIES
ACT WHERE BY IT AQUIRES CERTAIN ATTRIBUTES
FOR SOME COMMON PURPOSE VIZ. BUSINESS,
CHARITY, RESEARCH ETC.
A COMPANY IS AN ASSOCIATION OF PERSONS

7. Non-corporate form of business enterprises-
Sole proprietorship
Joint Hindu Family (HUF)
Partnership
Corporate Form of business enterprises –
Co-operative organisation –Can be converted into
a Producer company.
Company
Limited Liability Partnership (LLP)

8. Byacompanyismeantanassociationofmanypersons
whocontributemoneyormoney’sworthtoacommonstockand
employitinsometradeorbusiness,and
whosharetheprofitandloss(asthecasemaybe)arisingthere
from.
Thecommonstocksocontributedisdenotedinmoneyandisthe
capitalofthecompany.
Thepersonswhocontributeit,ortowhomitbelongs,are
members.
Theproportionofcapitaltowhicheachmemberisentitledishis
share.
Thesharesarealwaystransferablealthoughtherighttotransfer
isoftenmoreorlessrestricted.(LordJusticeLindley)

9. Onthebasisofits
characteristics,acompany
canbedefinedas
“anincorporatedassociation,
whichisanartificialperson
createdbylaw,havinga
separateentity,witha
perpetualsuccessionanda
commonseal”.(Haney)

10. Characteristic Features of a Company 1
SeparateLegalentity
–SolomonvSolomon&Co.Ltd
Limitedliabilityofmembers
PerpetualSuccession
Dr. V. K. Jain 10

11. Characteristic Features of a Company 2
Separationofownershipfrommanagement
Transferableshares
Dr. V. K. Jain 11

12. Characteristic Features of a Company 3
SeparateProperty
CommonSeal
Capacitytosueandbeingsued
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13. Lifting the Corporate Veil
Fictionalveilbetweenthecompany&itsmembers
Liftingtheveilmeansdisregardingthecorporateentityand
payingregardtotherealitiesbehindthelegalform
Whenthenotionoflegalentityisusedtodefeatpublic
convenience,justifywrong,protectfraudordefendcrime,the
lawwilldisregardtheseparatelegalentityandlookbehind
therealpersonswhoareincontrolofthecompany.
Dr. V. K. Jain 13

14. Under Statutory Provisions
1.Reductionofmembershipbelowthestatutoryminimum(sec.45)
2.Misrepresentationsinprospectus(sec.62&63)
3.Failuretoreturnapplicationmoney(sec.69)
4.Misdescriptionofname(sec.147)
5.Piercingtheveilinholdingandsubsidiarycompanyrelationships
6.Companyunderinvestigation
7.Fraudduringwindingup
8.ForultraviresAct
9.Forviolationsoftheprovisionsofotherstatues
Dr. V. K. Jain 14

15. Under judicial decisions
1.Liftingcorporateveilintaxmatters
2.Liftingcorporateveilwherecompanyisusedforevasionofpersonaland
statutoryobligation
3.Liftingcorporateveilfordeterminationoftheenemycharacterofthecompany
4.Liftingcorporateveilinassociatedcompanies
5.Liftingcorporateveilwherecompanyisusedtoavoidwelfarelegislation
6.Liftingcorporateveilwherebodycorporateisusedtocommitfraudorimproper
conduct
7.Liftingcorporateveilfordeterminingtechnicalcompetenceofthecompany
Dr. V. K. Jain 15

16. Difference Between
Company & Body Corporate
Dr. V. K. Jain 16

17. Body Corporate or corporation is wider than the
term company
It has three distinct attributes:
Separate legal personality
Perpetual succession
Common seal
Dr. V. K. Jain 17

18. Body corporate does not include
a corporation sole
a co-operative society
Includes foreign company, PFI, N.Bank, AOP
declared as a Body Corporate by Central
Government. e.g ONGC
Corporation formed under Act of Parliament or State
Legislature.
Dr. V. K. Jain 18

19. Is a Company a property of the
shareholders?
No.Thecompanyisnotthepropertyofitsshareholders.All
thepropertyinthenameofthecompanyisitsseparate
propertywhichiscontrolled,managedanddisposedofby
thecompanyinitsownname.Thusthecompanyisthe
ownerofitsassetsandcapital.
Moreover,thecompanybeingaseparatelegalperson,it
cannotbeconstruedaspropertyoftheshareholders.
Dr. V. K. Jain 19

20. Second Session

21. Kinds of Companies 1
A.TheCompaniesnotcoveredbytheCompaniesAct,1956
B.TheCompaniescoveredbytheCompaniesAct,1956
CompaniesnotcoveredbytheCompaniesAct
Statutorycompanies
CharteredCompanies
CAPS Dr. V. K. Jain 21

22. Kinds of Companies 2
CompaniescoveredbytheCompaniesAct
–PrivateCompany-Sec3(1)(iii)
–PublicCompany-Sec3(1)(iv)
Thesecompaniesmaybe:
1.Companies with liability limited by shares
2.Companies with liability limited by guarantee iii)
3.Companies with unlimited liabilities (Unlimited
Companies)
Dr. V. K. Jain 22

23. Kinds of Companies 3
Onthebasisofnature,formandfunctions.
I. Companies not for profit
ii. Government. companies
iii. Foreign companies
iv. Holding and subsidiary companies
v. Producer company
CAPS Dr. V. K. Jain 23

24. Kinds of Companies 4
CAPS Dr. V. K. Jain 24
Public Private
Covered by the
Companies Act
Statutory Charted
Not covered by the
Companies Act
Other Companies –On the basis of nature form & functions
1.Companies not for profit
2.Government Companies
3.Foreign Companies
4.Holding & Subsidiary Companies
These companies may be:
1.Companies limited by shares
2.Companies limited by guarantee
3.Unlimited Companies

25. Private Companies
Minimum2
Maximum50
1.Numberof
Members
Restricted
2.Transferof
Shares
NopublicOffer
forSharesor
Debentures
3.Invitation
forPublic
Subscription
Not allowed from
persons other than
its members,
directors or their
relatives
4.Invitationor
Acceptanceof
Deposits
APRIVATECOMPANY
MeansaCompanywhichhasaminimumpaid-up
CapitalofRs.1.00lac
AND

26. Private Companies
AdvantagesandPrivilegesofPrivateCompanies
i)Formation
ii)Business
iii)Meetings
iv)BoardofDirectors
v)Shareissue
vi)Miscellaneous
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27. Public Companies
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28. Distinction of a Private Company and a
Public Limited Company
NumberofMembers
Minimumpaidupcapital
NumberofDirectors/Retirement
TransferofShares
PublicSubscription/Deposits
Commencementofbusiness
AllotmentofShares
StatutoryMeeting
ManagerialRemuneration
Auditcommittee
Quorumandinteresteddirectors
Dr. V. K. Jain 28

29. Other Companies
Governmentcompany[Sec617]
ForeignCompanies[Sec591]
HoldingandsubsidiaryCompanies[Sec.4]
Companiesnotforprofit(orAssociationnotforprofit)[Sec
25]
Investmentcompany
Producercompany
CAPS Dr. V. K. Jain 29

30. Government company [Sec 617]
A Government company is a company in which not
less than 51% of the paid up share capital is held.
1.by the Central Government , or
2.by one or more State Government, or
3.partly by Central Government and partly by State
Government.

31. Foreign Companies [Sec 591]
A foreign company is a company, which is incorporated outside India but
has a place of business in India.
It is place of incorporation, which determines the foreign character of a
company. Thus, a company incorporated outside India but having a place
of business in India would be regarded a foreign company even though all
the members might be Indian citizens.
The Companies Act lays down certain special provisions applicable to
foreign companies. A foreign company if it ceases to carry on business in India,
may be wound up as an unregistered company.

32. Holding and subsidiary Companies [Sec. 4]
 Which holds more than half of the nominal valueof the equity share
capital of another company (subsidiary company) For example, if 'H'
company hold 51% of the nominal value of the equity capital of 'S'
company, then 'H' company is said to be a holding company and 'S'
company is a subsidiary company. or,
 Which controls the composition of the board of directors of another
company (subsidiary company). The company which is so controlled by
the holding company is known as Subsidiary Company. Control involves
the power to appoint all or majority of the board of directors without the
consent of some other person.
 A company shall be deemed to be a subsidiary company of another if it is
a subsidiary of a third company which itself is a subsidiary of the
controlling company.

33. Examples of Holding and Subsidiary
Steel Authority of India (SAIL) –Holding company
-Bhilai Steel Plant –Subsidiary company
-Rourkela Steel Plant –Subsidiary company
-Bokaro Steel Plant –Subsidiary company
Coal India Ltd.
-WCL –Subsidiary company
-BCCL –Subsidiary company
-SCCL –Subsidiary company

34. Companies not for profit (or Association not for
profit) [Sec 25]
 It is formed to promote commerce, art, science, religion, charity or any
other useful object.
 It prohibits payment of any dividend to its members and applies its
profits or other income in promoting its objects.
 It obtains a license from the Central Government to be registered as a
limited company without being required to use the word "limited" or
private limited to their names. (e.g., Institute of Company Secretaries
of India, was originally 'an association not for profit'. Now it is a
statutory body).

35. Investment company
Sec 372 (10) of the Companies Act, 1956 defines an
investment company as a "a company whose
principal business is the acquisition of shares, stocks,
debentures or other securities".

36. Producer company
A producer company is a company which is incorporated under
section 581C of the Companies Act and is engaged in any activity
connected with any primary produce.
such as produce of farmers arising from agriculture, forestry, forest
products, floriculture, etc. and produce of person engaged in
handloom handicraft and other cottage industries.
The name shall include the words “Producer Company Ltd.” as the
last words.

37. Illegal Association [Sec 11]
Nocompany,associationorpartnershipconsistingofmorethan10
personsforthepurposeofcarryingonthebusinessofbankingand
morethan20personsforthepurposeofcarryingonanyother
businesscanbeformedunlessitisregisteredundertheCompanies
ActorisformedinpursuanceofsomeotherIndianLaw
Exceptions
Associations‘notforprofit-making’
JointHinduFamily
CAPS Dr. V. K. Jain 37

38. An association or partnership is an illegal association if all the
following conditions are satisfied :
–The number of persons carrying on business exceeds 20 (10 persons in
case of banking business).
–It is formed for the purpose of earning profits.
–It is not registered under the Companies Act or formed under any
other Indian law (e.g. Cooperative Societies Act ,Trust Act).
–It is not a Joint Hindu Family (i.e., an HUF is not an illegal association
even if he number of members exceed 20 or 10, as the case may be).
Effects of an illegal association

39. Conversion of Companies
Conversionofprivatecompanyintoapubliccompany
–Conversionbydefault[Sec.43]
–Conversionbyoperationoflaw
–Conversionbychoice[Sec.44]
ConversionofapubliccompanyintoaPrivatecompany
–DefunctCompany
Dr. V. K. Jain 39

40. Administration of Companies Act -I
CAPS Dr. V. K. Jain 40
Registrar of Companies
Regional Director
Central Government
( Ministry of Corporate Affairs)

41. Jurisdiction of Courts
Dr. V. K. Jain 41National Company Law Tribunal
National Company Law
Appellate Tribunal
Supreme Court
The jurisdiction of company law board and High Court is sought to be replaced

42. 3. Documents for Incorporation 1
Followingdocumentsaretobesubmittedelectronicallyas
scannedattachmenttoE-FormNo.1.Aftersubmission,aSRN
(Servicerequestnumber)willbegeneratedbythesystem
–MEMORANDUM OFASSOCIATIONdulysignedbytheminimum
numberofsubscribers,stampedandwitnessed
–ARTICLESOFASSOCIATION,whichshouldbesimilarlysigned,stamped
andwitnessed
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43. Documents for Incorporation 2
–ASTATUTORYDECLARATIONstatingthatalltheprovisionsof
CompaniesAct,1956withregardtoregistrationhavebeen
compliedwith.Section33(2).ThedeclarationshouldbeinFORM
NO.1onanon-judicialstamppaperofappropriatevalue.Digital
SignatureoftheapplicantinFormNo.1onthelastpage
–ThePARTICULARSOFDIRECTORS,etc.inFORMNO.32.ThisForm
32canbefiledeitheratthetimeofregistrationofacompanyor
within30daysofincorporation.
•DigitalSignatureofApplicantandPracticingCS,CA,CWA
CAPS Dr. V. K. Jain 43

44. Documents for Incorporation 3
–NOTICEOFREGISTEREDADDRESSofthecompanyinFORMNO.18ThisForm
canbefiledeitheratthetimeofregistrationofacompanyorwithin30days
ofincorporation.
•DigitalSignatureofApplicantandPracticingCS,CA,CWA
–POWEROFATTORNEYsignedbyallthesubscribers,authorisingoneormore
personstoactastheirrepresentative(s)tomakeamendmentsand/or
alterationsinmemorandumandarticlesofassociationandotherformsand
papersfiledbeforeROC,forincorporationandalsotocollectthecertificate
ofincorporation
CAPS Dr. V. K. Jain 44

45. Documents for Incorporation 4
UnderthenewMCA-EGovernanceSystemthesoftcopyofallthe
abovedocumentsistobefiledelectronicallythroughtheMCA
website.
Theregistrationfeesispaidthroughchallan
intheauthorisedBankorthroughcreditcard.
CAPS Dr. V. K. Jain 45

46. Form 1: Application
and declaration for
incorporation of
Company
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47. Form 18:
Notice of situation
or change of
situation of
registered office
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48. Form 32:
Particulars relating
to Directors
CAPS Dr. V. K. Jain 48

49. Inthecaseofapubliccompanyhavingshare
capital,inadditiontotheabove,writtenconsent
ofallthosepersonswhohaveagreedtoactas
directorsisrequiredtobegiven
CERTIFICATEOFINCORPORATION:
Afterscrutinizingthedocumentsandonbeing
satisfiedthattheyareinorder,theR.O.C.issues
the certificateof incorporation.
Bypostatthecompany’sregisteredoffice
CAPS Dr. V. K. Jain 49

50. Thecertificateofincorporationisconclusiveastoall
therequirementsoftheActwithrespectto
registrationandmattersprecedentandincidental
theretohavingbeendulycompliedwith
CAPS Dr. V. K. Jain 50

51. Certificate of Incorporate
CAPS Dr. V. K. Jain 51

52. 4. Company Documents
4.1MemorandumofAssociation
4.2 Articles of Association
4.3 Prospectus
CAPS Dr. V. K. Jain 52

53. 4.1. Contents of Memorandum
Thebasicconditions,aspersection13areasfollows:-
Name Clause
Situation Clause (Domicile clause or Registered office clause)
The objects clauseof the memorandum of association of a company is split up as
follows:
–main objects of the company
–objects incidental or ancillary to the attainment of main object&
–any other objects
Liability Clause
The Capital Clause
Subscription Clause
CAPS Dr. V. K. Jain 53

54. 4.2. Doctrine of Ultra Vires
The word ‘ultra’ means beyond and the word ‘vires’means the
powers. Ultra vires, therefore, means beyond the powers. Any
act beyond the objects stated in the memorandum is ultra vires
the company and thus void.
Effects of ultra vires transactions:
-Ultra vires contracts are void abinitio
-Injunction:
-Personal liability of Director
CAPS Dr. V. K. Jain 54

55. 4.2. Articles of Association
What you should know :
4.1Meaning of Articles and its relationship with memorandum
4.2Contents of Articles of Association
4.3Alteration of Articles
4.4 Binding effects of Articles
4.5Doctrine of constructive notice
4.6Doctrine of Indoor Management
CAPS Dr. V. K. Jain 55

56. 56
What you should know :
5.1 Prospectus: What it is and why it is issued?
5.2 Various methods of raising of share capital
5.3 What are the statutory requirements for the issue of
prospectus?
5.4 Contents of prospectus
5.5 Statement in lieu of prospectus
5.6 Shelf prospectus
5.7 Information memorandum (book building)
5.8 Is there any liability f or mis-statement in prospectus?.
5.9 What is the requirement to be satisfied for listing of
shares with SEBI?
4.3. Prospectus

57. 57
What it is and why it is issued?
Means any document, described or issued as a
prospectus and includes any notice, circular
advertisement or other document inviting deposits from
the public or inviting offers from the public for the
subscription or purchase of any shares, or debentures
of, a body corporate.
Prospectus Invitation to offer
Application for shares Offer
Allotment of shares Acceptance of the offer,
resulting in a binding contract.

58. 58
ISSUES
Public RightsPreferential
InitialPublicOffering
(IPO)
FurtherPublicOffering
(FPO)
FreshIssueOfferforSaleFreshIssueOfferorSale

59. 5. Allotment of Shares
Allotment may be defined to mean the
appropriation by the Board of Directors of the
company out of the previously unappropriated
capital of the company of a certain numberof
shares to persons who have made
applications for shares.
Allotment results in a binding contract ,since it
amounts to acceptance of offer

60. Allotment to be valid :
should be made by proper authority, namely, the board of
directors or a committee authorised by the Board.
should be against application in writing,
should not be in contravention of any other law and
must be made within a very reasonable time and
communicated to the applicant.

61. Restrictions on Allotment
Besides, an allotment to be valid must comply with the
provisions of -
section60(registrationofprospectusonorbefore
thedateofitspublication),
section69(applicationmoneytobenotlessthan
5%ofthenominalamountoftheshare,moneysto
bekeptdepositedinseparatebankaccount,
minimumsubscription),
section70(Statementinlieuofprospectustobe
filedatleastthreedaysbeforetheallotment)

62. Restrictions on allotment (cont.)
section 73 ( listing of shareson one or more
recognised stock exchange (s) and refund of
the moneys in case listing is refused, refund
of over-subscription within 78 days of the
closing of the issue).
Minimum subscription of 90% is to be
received in case of public / right issue.

63. Effect of irregular Allotment.
Sec 60 default-Fine upto 50,000.
Sec 69/70 default-allotment voidable
Sec 73 default-allotment Void.
RETURN AS TO ALLOTMENT.

64. 6. Buy back of Shares
What is buy back ?
It is the offer of the company to the shareholders to
purchase their shares
Why buy back ?
-To Improve shareholder value
-As a defence mechanism
-Management signalling.

65. A. Pre-conditions for buy-back.
Authorised by the Articles.
Upto 25% of the total paid-up capital and free reserves.(net
worth)
Debt-net worth ratio is not more than 2:1 after buy-back.
Shares for buy-back are fully paid up.
If the buy-back is for more than 10% of the paid-up capital, a
special resolution through postal ballot has to be passed. For
less than 10%, board resolution will do.

66. B. Restrictions for buy-back
No buy back
-through any subsidiary.
-through any investment company.
-if default subsists in int.payments etc…
-non complaince of sec. 159,207,and 211.

67. C. Sources of funds for buy-back [section
77A(1)
Buy-backmaybeout-of
•(I)itsfreereserves
•(ii)thesecuritiespremiumaccount
•(iii)theproceedsofanyshares/securities
CapitalRedemptionReservesAccount:Ifbuy-backis
outoffreereservesasumequaltonominalvalueof
sharessopurchasedshallbetransferredtocapital
redemptionreservesaccountSection77AA

68. D. Procedure of buy-back of shares
•Beforebuy-back
1.Thebuy-backisauthorisedbyitsArticles
2.Aspecialresolutionispassedin
GeneralMeetingauthorisingthebuy-back
3.Detailsofbuybackinnoticeofthemeeting.
4Declarationofsolvency:tobefiledinSEBI/ROC
5.Buybacktobecompletedwithin12monthsof
passingspecialresolution.

69. E. Procedure after the buy back.
1Verificationandpayment.
2Extinguishmentofsecurities
3.Publicadv.ofcompletionofbuy-back.(Applicabletoalisted
company).
4.Returnofbuy-back.toROC,SEBIwithin30daysofsuch
completion
5.RegisterofBUY-back.
6.Coolingperiod.Prohibitionofnewissueofshareswithin
24monthsofbuy-back(exceptbonus,conversions)
7.Penaltyfordefault

70. 7. Calls on Shares.
Acallmaybedefinedasademandbythecompanyforpaymentof
partoftheissuepriceofsharesordebentureswhichhasnotbeen
paid.
Acalltobevalidmustbemadebythedirectorsdulyappointedand
dulyqualified;againstaresolutionspassedatthemeetingofthe
Boardofdirectors
Besides,itmustbemadeonuniformbasisandbonafideintheinterest
ofthecompany.
-Noticeofcallmustspecifytheexactamountandthetimeof
payment.

71. 8. Forfeiture of Shares.
Acompany’sarticlesusuallycontainaprovisiontoforfeitshares
ofamemberwhofailstopayhiscallsdue.Forfeituretobevalid
mustbe
inaccordancewiththearticlesand
againstapropernotice,
directorsmustpassaresolutionforfeitingthesharesbonafideinthe
interestofthecompany.
A forfeiture has the effect of termination of membership. However, a
person whose shares have been forfeited continues to remain liable
as a past member in case liquidation takes place within one year
forfeiture.

72. 9. Surrender of Shares
Acompanymayacceptsurrenderofsharesasan
alternativetoforfeiturewhereitsarticlessopermit.
However,surrenderofsharesshallbevalidonlywhere
theirforfeitureisotherwisejustified.
Inanyothercircumstances,surrenderofsharescannot
beacceptedwithoutsanctionofthecourtsinceitwould
amounttoreductionofcapital.

73. 10. Nomination of Shares/ debentures(Sec
109A)
The nomination should be made in prescribed from No.
2B.
The form should be signed by all holders and should be
dated. It should be signed by two witnesses.
Nominee may either register his name
or directly transfer the securities.

74. 11. Transfer of Shares (Sections 108 to
112)
1Right to transfer shares
2.Procedure of transfer of shares
3.When can company refuse transfer of shares
4.Forged transfer and blank transfer
5.Transmission of shares
6.Transfer of shares under the depositories system

75. 12. Membership
1. Definition of a member
2. Member v. Shareholder
3. Modes of acquiring membership
4. Who may become a member?
5. Termination of membership
6. Rights of a member
7. Liabilities and duties of a member
8. Variation of the rights of a member

76. 13. Management of a Company
1.WHOMANAGETHECOMPANY?
Oneoftheimportantfeaturesofacompanyisthatthereisseparationof
ownershipfrommanagement.
Theshareholdersdonotdirectlymanage.Instead,theyelectsome
personsfromamongthemselvesastheirrepresentativetoacton
behalfofthecompany.Suchpersonsareknownasdirectors.
Thepowertomanagehoweverisnotentrustedtoanysingledirector
buttoallthedirectors,collectivelycalledtheBoardofDirectors.

77. 14. Company meetings
A.ShareholdersMeetings
StatutoryMeeting.
AnnualGeneralMeeting.
ExtraOrdinaryGeneralMeeting.
MeetingsofaclassofMembers.
B. Directors Meetings
I) Meetings of the Board of Directors.
ii) Meetings of the Committee of Board of Directors.
C. Creditors Meetings
I) Debentures holders Meeting.
ii) Other Creditors Meeting.

78. 15. Statutory Registers / Books to be
maintained by a company
49(7)Register of investments -where investments of the company in shares or
securities are not held in its own name.
58A Register of Deposits (Read with rule 6 of the Companies (Acceptance of
Deposits) Rules, 1975.
136 Copy of every instrument creating any charge requiring Registration.
#143(1) Register of charges.
#150(1) Register of members.
#151(1) Index of Members, where their number is more than fifty.
#152(1) Register of Debenture holders.
#152(2) Index of Debenture holders where their number is more than fifty.
157-158 Foreign Register of members and debenture holders.

# To be open for public inspection.

79. #159-160 Copies of Annual Return.
193-196 Minutes Books of Proceedings of General Meetings and of meetings
of the Board of Directors of Committees of the Board.
209(1) Books of account and Cost Records
301 Register of contracts, Companies and Firms in which the Directors of the
Company are interested.
302 (6) All contracts entered into by the Company for the appointment of a
Manager or Managing Director.
#303(1) Register of directors, manager and secretary.
307 Register of shareholding or debenture holdings of Directors and Manager.
370(IC) Register of loans made and guarantees given or securities provided
to Companies under the same management.
372(6) Register of all investments made by the Company in the shares of
any other body corporate or bodies corporate

80. Filing of Returns with the Registrar of
Companies
Periodical Returns: There are three important
periodical returns. These are:
–Annual Return under section 159 or 160
–Balance Sheet and Profit and Loss Account, under
section 220; and
–Compliance Certificate under section 383A.

81. Filing of Returns with the Registrar of
Companies
Returns on occurrence of certain events: These include:
–Return as to allotment in e-form no. 2 (sec. 75)
–Return of directors in e-form no. 32 (sec. 303)
–Return as to Alteration of Memorandum, which requires confirmation
of CLB in e-form no. 21.
–Return as to Alteration of Share Capital in e-form no. 5 (sec. 94)
–Return of Charges in e-form no. 8 and 17 (sec. 125 and 127)
–Return of Resolutions and Agreements in e-form no. 23 (sec. 192)
–Return of Foreign Companies in e-form no. 44 / 49 (sec. 592 / 593)

82. Annual Return [sec.159 to 162]
Every company having a share capital shall file with the Registrar of companies
an annual return within 60 daysfrom the date of holding of the Annual General
Meeting.
Contents:
Name and registered office address
Capital structure of the company
Directors/ Secretary Information (Past and Present)
Details of shares/debentures held at date of AGM
Details of shares transfers since last date of AGM
Indebtedness of the company
Equity share capital breakup

83. Books of Account
Section 209 of the Companies Act requires every company
to maintain proper books of accountwith respect to
receipts and payments,
sales and purchases,
assets and liabilities,
Cost accounting records if applicable.
Books of account to be kept at the Registered office.

84. What do you mean by Proper Books
of Accounts?
Books which give true and fairview of the state of affairs of the company
The books of account explainthe transactions; &
The books of account are kept on accrualbasis and according to the
double-entry system of accounting.
The accounts are prepared as per accounting standards.

85. Authentication of Accounts
EveryB/SandP&La/cisrequiredtobe
signed,onbehalfoftheBoardofdirectors,by
itsmanagerorsecretary,ifany,andbynot
lessthantwodirectorsofacompanyoneof
whommustbethemanagingdirectorwhere
thereisone.

86. Board’s Report
At the Annual General Meeting one of the matters to be
considered is the report of the Board of Directors.
Section 217(1) requires that a report of Board of Directors
should be attached to the balance sheet laid before the
AGM. While drafting the Directors’ report the provisions of
Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 and Companies (Particulars of
Employees) Rules, 1975 should be complied with.