Professional Documents
Culture Documents
Study Material
(Modules 1 to 2)
Paper 2
Corporate and
Other Laws
Module – 1
BOARD OF STUDIES
THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA
This study material has been prepared by the faculty of the Board of Studies. The
objective of the study material is to provide teaching material to the students to
enable them to obtain knowledge in the subject. In case students need any
clarifications or have any suggestions to make for further improvement of the
material contained herein, they may write to the Director of Studies.
All care has been taken to provide interpretations and discussions in a manner
useful for the students. However, the study material has not been specifically
discussed by the Council of the Institute or any of its Committees and the views
expressed herein may not be taken to necessarily represent the views of the
Council or any of its Committees.
Permission of the Institute is essential for reproduction of any portion of this
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BEFORE WE BEGIN …
Laws and rules, in general, regulate the relationship between business and
profession. In specific, an accounting student should have knowledge of the legal
framework, which influences business transactions. This paper intends to make
the students aware of legal provisions of the selected laws and to analyse and
apply the related provisions addressing issues in moderately complex scenarios.
Paper 2 on Corporate and Other Laws is comprising of Company Law and Other
Laws. The syllabus of Corporate and Other Laws has been segregated into two
parts covering the following topics:
Part I: Company Law (60 Marks) Part II: Other Laws (40 Marks)
The Companies Act, 2013 – (1) The Indian Contract Act, 1872
Sections 1 to 148 (2) The Negotiable Instruments Act,
1881
(3) The General Clauses Act, 1897
(4) Interpretation of statutes
These laws of the country undergo significant changes through the amendments/
notifications /circulars which are issued from time to time by their respective
governing authorities. Owing to the dynamic nature of the specified Acts
especially the Companies Act, 2013, learning, understanding and applying the
provisions of law in problem solving is very interesting and challenging.
The study material has been revised on the basis of the legislative developments
made up till 30th April, 2019. Also incorporated explanations, diagrams, examples
and changed the representations of the contents wherever required to bring
more clarity and understanding of the concepts.
Further, the legislative amendments (if any) which will be notified after 30th April,
2019 and which are relevant for a particular attempt, would be informed to the
students through Revisionary Test Paper (RTP) relevant for that particular attempt.
Students are advised to check the Board of Studies Knowledge Portal regularly for
further development.
Efforts have been made to present the complex laws in a lucid manner. Care has
been taken to present the chapters in a logical sequence to facilitate easy
understanding by the students. The Study Material has been divided into two
modules for ease of handling by students.
The various chapters/units of each subject at the Intermediate level have been
structured uniformly and comprises of the following components:
We hope that these student-friendly features in the Study Material makes your
learning process more enjoyable, enriches your knowledge and sharpens your
application skills.
SYLLABUS
Objective:
To develop an understanding of the provisions of company law and acquire the
ability to address application-oriented issues.
Contents:
The Companies Act, 2013 – Sections 1 to 148
1. Preliminary
2. Incorporation of Company and Matters Incidental thereto
3. Prospectus and Allotment of Securities
4. Share Capital and Debentures
5. Acceptance of Deposits by companies
6. Registration of Charges
7. Management and Administration
8. Declaration and payment of Dividend
9. Accounts of Companies
10. Audit and Auditors
Objectives:
(a) To develop an understanding of the provisions of select legislations and
acquire the ability to address application-oriented issues.
(b) To develop an understanding of the rules for interpretation of statutes
1. The Indian Contract Act, 1872 (Specific contracts covered from section
123 onwards): Contract of Indemnity and Guarantee, Bailment, Pledge,
Agency
2. The Negotiable Instruments Act, 1881: Meaning of Negotiable
Instruments, Characteristics, Classification of Instruments, Different
provisions relating to Negotiation, Negotiability, Assignability, Right and
Obligation of parties, presentment of Instruments, Rules of Compensation
3. The General Clauses Act, 1897: Important Definitions, Extent and
Applicability, General Rules of Construction, Powers and Functionaries,
Provisions as to Orders, Rules, etc. made under Enactments, Miscellaneous
4. Interpretation of statutes: Rules of Interpretation of statutes, Aids to
interpretation, Rules of Interpretation/construction of Deeds and
Documents
Note: If new legislations are enacted in place of the existing legislations, the
syllabus would include the corresponding provisions of such new legislations
with effect from a date notified by the Institute. Similarly, if any existing
legislation ceases to have effect, the syllabus will accordingly exclude such
legislation with effect from the date to be notified by the Institute.
The specific inclusions/exclusions in the various topics covered in the
syllabus will be effected every year by way of Study Guidelines, if required.
SIGNIFICANT ADDITIONS/MODIFICATIONS
IN 2019 EDITION OVER 2017 EDITION
CONTENTS
MODULE 1
CHAPTER-1: Preliminary
CHAPTER-2: Incorporation of Company and Matters Incidental thereto
CHAPTER-3: Prospectus and Allotment of Securities
CHAPTER-4: Share Capital and Debentures
CHAPTER-5: Acceptance of Deposits by companies
CHAPTER-6: Registration of Charges
CHAPTER-7: Management and Administration
CHAPTER-8: Declaration and payment of Dividend
CHAPTER-9: Accounts of Companies
CHAPTER-10: Audit and Auditors
MODULE 2
CHAPTER-1: The Indian Contract Act, 1872
CHAPTER-2: The Negotiable Instruments Act, 1881
CHAPTER-3: The General Clauses Act, 1897
CHAPTER-4: Interpretation of statutes
CHAPTER 1 : PRELIMINARY
Learning Outcomes............................................................................................................. ..... .1.1
Chapter Overview….………………………………………………………………………………………………1.2
1. Introduction .............................................................................................................. ....... 1.2
2. Short Title Extent, Commencement and Application . ..........................................1.3
3. Definitions.............................................................................................................. ........... 1.4