CA Final Corporate and Economic Laws Course


Introduction Company to have Board of Directors, Manner of selection of independent directors and maintenance of data bank of independent directors Appointment of Directors elected by Small shareholders Appointment of Directors Application for allotment of Director Identification Number Allotment of Director Identification Number Prohibition to obtain more than one DIN Director to intimate DIN Company to inform DIN to Registrar Obligation to indicate DIN Punishment for contravention Cancellation or surrender or Deactivation of DIN Intimation of changes in particulars specified in DIN application Right of persons other than retiring directors to stand for directorship Appointment of additional director, alternate director and nominee director Appointment of directors to be voted individually Option to adopt principle of proportional representation for appointment of directors Disqualifications for appointment of director Number of directorship Duties of Directors Vacation of office of director Resignation of Director Removal of Directors Register of Directors and Key Managerial Personnel and their shareholding Members right to inspect Punishment CHAPTER 2 APPOINTMENT AND REMUNARATION OF MANAGERIAL PERSONNEL Introduction Appointment of Managing Director, Whole Time Director or Manager Appointment of Key Managerial Personnel Functions of Company Secretary Central Government or company to fix limit with regard to remuneration Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits Recovery of managerial remuneration in certain cases Calculation of profits Forms of, and procedure in relation to, certain applications Compensation for loss of office of managing or whole-time director or manager Secretarial Audit for bigger companies Managerial Remuneration as per Part II, Part III and Part IV of Schedule V CHAPTER-3: MEETINGS OF BOARD AND ITS POWERS Introduction Meetings of Board Quorum for meetings of Board Passing of resolution by circulation Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee Powers of Board Restrictions on powers of Board Company to contribute to bona fide and charitable funds, etc Prohibitions and restrictions regarding political contributions Power of Board and other persons to make contributions to National Defence Fund, etc Disclosure of interest by director Defects in appointment of directors not to invalidate actions taken Loan to directors, etc Loan and Investment by Company Investments of company to be held in its own name Related Party Transactions Register of contracts or arrangements in which directors are interested Contract of employment with managing or whole- time directors Payment to director for loss of office, etc, in connection with transfer of undertaking, property or shares Restriction on non-cash transactions involving directors Contracts by One Person Company Prohibition on forward dealings in securities of company by director or key managerial personnel Prohibition on insider trading of securities CHAPTER-4: INSPECTION, INQUIRY AND INVESTIGATION Introduction Power to call for information, inspect books and conduct inquiries Conduct of inspection and inquiry Report on inspection made Search and seizure Investigation into affairs of company Establishment of Serious Fraud Investigation Office Investigation into affairs of Company by Serious Fraud Investigation Office Investigation into company’s affairs in other cases Security for payment of costs and expenses of investigation Firm, body corporate or association not to be appointed as inspector Investigation of ownership of company Procedure, powers, etc, of inspectors Protection of employees during investigation Power of inspector Inspector’s report Actions to be taken in pursuance of inspector’s report Expenses of investigation Voluntary Winding up of Company, etc, not to stop Investigation Proceedings Legal Advisers and bankers not to disclose certain information Investigation etc of foreign companies Penalty for furnishing false statement, mutilation, destruction of documents CHAPTER-5: COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS Introduction Power to Compromise or Make Arrangements with Creditors and Members Power of Tribunal to enforce compromise or arrangement Merger and Amalgamation of Companies Power to Acquire Shares of Shareholders Dissenting from Scheme or Contract Approved by Majority Purchase of Minority Shareholding Power of Central Government to Provide for Amalgamation of Companies Public Interest Registration of offer of Schemes involving transfer of shares Preservation of Books and Papers of Amalgamated Companies Liability of Officers in Respect of Offences Committed Prior to Merger,Amalgamation, etc Fast track mode of merger or amalgamation of certain companies Merger or Amalgamation of Company with foreign company CHAPTER-6: PREVENTION OF OPPRESION AND MISMANAGEMENT Introduction Application to Tribunal for Relief in Cases of Oppression, etc Right to apply under section Powers of Tribunal Consequences of termination or modification of certain agreements Class action Application of certain provisions to proceedings under section 241 or section 245 CHAPTER-7: WINDING UP Introduction Modes of Winding Up Circumstances in Which Company May be Wound Up by Tribunal Petition for Winding up Powers of Tribunal Directions for Filing Statement of Affairs Company Liquidators and their appointments Removal and Replacement of Liquidator Intimation to Company Liquidator, Provisional Liquidator and Registrar Effect of Winding up order Stay of Suits, etc, on Winding up Order Jurisdiction of Tribunal Submission of Report by Company Liquidator Directions of Tribunal on Report of Company Liquidator Custody of Company’s Properties Promoters, Directors, etc, to cooperate with Company Liquidator Settlement of List of Contributories and Application of Assets Obligations of Directors and Managers Advisory Committee Submission of Periodical Reports to Tribunal Powers and Duties of Company Liquidator Provision for Professional Assistance to Company Liquidator Exercise and Control of Company Liquidator’s Powers Books to be kept by Company Liquidator Audit of Company Liquidator’s Accounts Payment of Debts by Contributory and Extent of Set-off Power of Tribunal to Make Calls Adjustment of Rights of Contributories Power to Order Costs Power to Summon Persons Suspected of Having Property of Company, etc Power to Order Examination of Promoters, Directors, etc Arrest of Person Trying to Leave India or Abscond Dissolution of Company by Tribunal Appeals from Orders Made Before Commencement of Act Debts of all Descriptions to be Admitted to Proof Overriding Preferential Payments Preferential Payments Fraudulent Preference Transfers Not in Good Faith to be Void Certain Transfers to be Void Liabilities and Rights of Certain Persons Fraudulently Preferred Effect of Floating Charge Disclaimer of Onerous Property Transfers, etc, after Commencement of Winding Up to be Void Certain Attachments, Executions, etc, in Winding Up by Tribunal to be Void Offences by Officers of Companies in Liquidation Penalty for Frauds by Officers Liability Where Proper Accounts not Kept Liability for Fraudulent Conduct of Business Power of Tribunal to Assess Damages against Delinquent Directors, etc Liability under Sections 339 and 340 to Extend to Partners or Directors in Firms or Companies Prosecution of Delinquent Officers and Members of Company Company Liquidator to Exercise Certain Powers Subject to Sanction Statement that Company is in Liquidation Books and Papers of Company to be Evidence Inspection of Books and Papers by Creditors and Contributories Disposal of Books and Papers of Company Information as to Pending Liquidations Official Liquidator to Make Payments into Public Account of India Company Liquidator to Deposit Monies into Scheduled Bank Liquidator Not to Deposit Monies into Private Banking Account Company Liquidation Dividend and Undistributed Assets Account Liquidator to Make Returns, etc Meetings to Ascertain Wishes of Creditors or Contributories Court, Tribunal or Person, etc, Before Whom Affidavit May be Sworn Powers of Tribunal to Declare Dissolution of Company Void Commencement of Winding Up by Tribunal Exclusion of Certain Time in Computing Period of Limitation Appointment of Official Liquidator Powers and Functions of Official Liquidator Summary Procedure for Liquidation Sale of Assets and Recovery of Debts Due to Company Settlement of Claims of Creditors by Official Liquidator Appeal by Creditor Order of Dissolution of Company CHAPTER-8: PRODUCER COMPANIES Introduction Application of provisions relating to private companies Power to modify Act in its application to producer companies Definitions Objects of a Producer Company Formation of a Producer Company and its Registration Effect of incorporation of producer company Membership and voting rights of members Benefits to member Memorandum of Producer Company Amendment of memorandum Articles of Association Amendment of articles Inter-State Co-operative Societies Management General Meetings Share Capital and Member Rights Books of accounts Internal audit Duties of auditor under this Part Donations or subscription by producer company General and other reserves Issue of bonus shares Loan, etc, to member Investment in other companies, formation of subsidiaries, etc Penalties Amalgamation, Merger or Division Resolution of Disputes Re-conversion of producer company to inter-state co-operative society CHAPTER: 9 COMPANIES INCORPORATED OUTSIDE INDIA Introduction Application of Act to foreign companies Documents, etc, to be delivered to Registrar by foreign companies Accounts of foreign company Display of name, etc, of foreign company Service on foreign company Debentures, annual return, registration of charges, books of account and their inspection Fee for registration of documents Interpretation Dating of prospectus and particulars to be contained therein Provisions as to expert’s consent and allotment Registration of prospectus Offer of Indian Depository Receipts Application of sections 34 to 36 and Chapter XX Punishment for contravention Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc CHAPTER: 10 MISCELLANEOUS PROVISION Introduction Removal of Names of Companies from the Register of Companies Companies authorised to Register under this Act Government Companies Registration offices & Fees Companies to furnish information or statistics Nidhis Miscellaneous Provisions CHAPTER 11: Compounding of Offences, Adjudication and Special Courts Introduction Jurisdiction of court for trial of offences Establishment of Special Court Offences triable by Special Courts Appeal and Revision Application of Code to proceedings before Special Court Offences to be non – cognizable Transitional provisions Compounding of certain offences Mediation and Conciliation Panel Power of Central Government to appoint company prosecutors Appeal against acquittal Compensation for accusation without reasonable cause Application of fines Adjudication of penalties CHAPTER 12 : National Company Law Tribunal and Appellate Tribunal Introduction Definitions Constitution of National Company Law Tribunal Qualification of President and Members of Tribunal Constitution of Appellate Tribunal Qualifications of Chairperson and members of Appellate Tribunal Selection of Members of Tribunal and Appellate Tribunal Term of office of President, Chairperson and other Members Salary, allowances and other terms and conditions of service of members Acting President and Chairperson of Tribunal or Appellate Tribunal Resignation of Members Removal of members Staff of Tribunal and Appellate Tribunal Benches of Tribunal Order of Tribunal Appeal from Orders of Tribunal Expeditious Disposal by Tribunal and Appellate Tribunal Appeal to Supreme Court Procedure before Tribunal and Appellate Tribunal Power to punish for contempt Delegation of Powers President, Members, Officers, etc, to be Public Servants Protection of action taken in good faith Power to seek assistance of Chief Metropolitan Magistrate, etc Civil court not to have jurisdiction Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings Right to Legal Representation Limitation Transfer of Certain Pending Proceedings CHAPTER-13: Corporate Secretarial Practice Introduction General Hints on Drafting Reports Notice of Board meeting Agenda Resolutions Minutes SECTION B: SECURITIES LAWS CHAPTER 1: Securities Contract (Regulation) Act, 1956 and SCR Rules, 1957 Introduction Definitions Recognition of Stock Exchange Administration of Stock Exchanges Contracts and Options in Securities Investors’ Rights Relating to Dividend, Income from Collective Investment Scheme & Mutual Funds Listing of Securities Penalties & Offences CHAPTER 2: SEBI Act, 1992, SEBI (ICDR) Regulations, 2009 and SEBI (LODR) Regulations,2015 Introduction Important detinitions Establishment of the Securities and Exchange Board of India Powers and Functions of SEBI Board to regulate or prohibit issue of prospectus, offer document or advertisement soliciting money for issue of securities Collective investment scheme Power to issue directions Investigation Cease and desist proceedings Registration Certificate Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control Finance, Accounts and Audit Penalties and Adjudication Establishment, Jurisdiction, Authority and Procedure of Securities Appellate Tribunal (SAT) Miscellaneous CHAPTER 1: THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999 Introduction Preamble, Extent, Application and Commencement of FEMA, 1999 Definitions Analysis of Important Definitions Regulation and Management of Foreign Exchange Authorised Person Contraventions and Penalties in Brief Compounding of Offences Adjudication and Appeal Directorate of Enforcement Miscellaneous CHAPTER 2: THE SECURITISATION AND RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 Introduction Structure Important Concepts Role of the Act Functioning of ARC in a nutshell Definitions Regulation of securitisation and reconstruction of financial assets of banks and financial institutions Enforcement of Security Interest Central Registry Rectification by Central Government in matters of registration, modification and satisfaction etc Registration by secured creditors and other creditors Offences and penalties Miscellaneous CHAPTER 3: THE PREVENTION OF MONEY LAUNDERING ACT, 2002 Introduction Definitions Punishment for the offence of Money Laundering Obligation of Banking Companies, Financial Institutions and Intermediaries Attachment, Adjudication and Confiscation Appellate Tribunal Special Courts Reciprocal Arrangement for assistance in certain matters Disclosure of Information Recovery of fine or penalty CHAPTER 4: THE FOREIGN CONTRIBUTION REGULATION ACT, 2010 Introduction Important Definitions Regulation of Foreign Contribution and Foreign Hospitality Registration Accounts, Intimation, Audit and Disposal of Assets, etc Adjudication Offences and Penalties Miscellaneous CHAPTER-5: THE ARBITRATION AND CONCILIATION ACT, 1996 Introduction Arbitration – General Provisions Arbitral Tribunal Arbitral Award Conciliation CHAPTER 6: THE INSOLVENCY AND BANKRUPTCY CODE, 2016 Introduction Important Definitions Corporate Insolvency Resolution Process Fast Track Insolvency Resolution for Corporate Persons Voluntary Liquidation of Corporate Persons