CA Final Corporate and Economic Laws Course
CHAPTER-1: APPOINTMENT AND QUALIFICATION OF DIRECTORS
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