Corrigendum & Further Interpretation to

Handwritten Book on Company Law & IBC

Dear Students, Please take a note of the below mentioned Points which are to be
rectified in this book. Before you start reading/studying from this book, it is
advisable to 1st take a note of all these points.

Points/Words which are to be rectified are marked in Bold & Italics

1. IBC, 2016
Page No. 1.7 In point (a) – Application by Financial Creditor,
AA shall communicate in either ways to FC within 14 days of receipt of application

Last Line: (FC should also give name of IRP)

Page No. 1.8 In point (b) – Application by Operational Creditor,
OC may also give a name of IRP
Page No. 1.9 In the 2nd Point of Note,
However it can be withdrawn only before the AA admits it.

3. Accounts & Audit

Page No. 3.26 Pvt. Ltd. Co. Having T/O < Rs. 50CR & whose borrowing is < Rs. 25CR

4. Appointment & Qualification of Directors

Page No. 4.4 Last Point:
Is not a CEO/Director of any NGO & such NGO receives ≥ 25% of receipts from such
co./group co. or that (person) holds ≥ 2% of voting power of co.
Page No. 4.8 Last Point:
Small SHS director, need not be a small SHS director himself.
Page No. 4.16 Alternate Director (Section 161(2) of CA, 2013):
Point to be added: Powers are given by AOA to Board
Page No. 4.18 1st Point on the page:
-such directors cannot be removed by SHS in GM by OR (i.e. SR is required)
Section 164 (Point (d)):
Lines to be added:
Provided that if a person has been convicted of any offence and sentenced for ≥ 7
years, he shall not be eligible to be appointed as a director in any company (Lifetime
Ban)
Section 164 (Point (e)):
Order of disqualifying him for appointment as director is passed by the court
Page No. 4.20 Section 167 (Point (f)):
Convicted by Court for an offence (minimum imprisonment = 6months) (even if appeal
has been filed)

5. Appointment & Remuneration of Managerial Personnel

Page No. 5.5 After the Table,
In all above cases, remuneration can exceed the limit, after taking approval from SHS in
GM i.e by passing Ordinary Resolution & when the above limit of 11% is exceeded,
additional approval of CG is required.
Page No. 5.6 Replace the entire Section II of Part II of Schedule V:
(A)
Effective Capital Maximum Limit of Yearly Remuneration
(i) Negative or < Rs. 5 Crore Rs. 60,00,000
(ii) ≥ Rs. 5 Cr but < Rs. 100 Cr Rs. 84,00,000
(iii) ≥ Rs. 100 Cr but < Rs. 250 Rs. 120,00,000
Crore
(iv) ≥ Rs. 250 Crore Rs. 120,00,000 (+) 0.01% of capital in
excess of Rs. 250 Crore

If remuneration is paid within above limits, then only OR required.

However the above limit of remuneration can be doubled if SR is passed.
 (B) More than double of the above limits may be paid to Managerial Person (without
taking CG approval) if:
Managerial person who is functioning:
-in a professional capacity,
-if such managerial person is not having any interest in capital of such company or
group co. (if holding ≤ 0.5% of PUSC, then not interested) &
- not related to the directors or promoters of the company/ group co. during the last 2
years &
- possesses graduate level qualification with expertise and specialized knowledge in
the field in which the company operates

Above limits specified under items (A) and (B) of this section shall apply, if-
(i) Remuneration has been approved Board’s resolution or by Nomination and
Remuneration Committee (if any);
(ii) the company has not committed any default in repayment of any of its debts & in
case of a default, the company obtains prior approval from secured creditors;
(iii) an OR or SR has been passed etc.
Page No. 5.15 In Summary Table,
In Part II, Section I, II, III, IV is mentioned.
Pls add Section V also (Remuneration payable to a managerial person in 2 companies)

6. Meetings of Board & its Powers

Page No. 6.6 Section 177, Point (i) , In the last limit for Such other class or classes of companies:
All Public companies having total O/s Loans/debentures/deposits of > Rs. 50 crore

Line written in Red just above point (iii),

Committee must be formed within 1 year of incorporation
Page No. 6.8 Last Table of Nomination & Remuneration Committee, for Unlisted Public Companies,
O/s Loans/ deposits/borrowings/debentures of > Rs. 50 crore
Page No. 6.14 Section 185, Point (ii), 1st Arrow:
(due to service conditions or any scheme approved by members by SR

8. Compromises, Arrangements & Amalgamations

Page No. 8.8 Section 234
Add one statement: Here Foreign co. means Company Incorporated Outside India,
whether having Place of Business in India or Not

9. Prevention of Oppression & Mismanagement

Page No. 9.5 Section 246: If fraudulent application is made to Tribunal..

11. Winding Up – Chapter XX

Page No. 11.12 Section 300, Step 1:
CL has made report to Tribunal, that some in his opinion….
Page No. 11.22 Section 348, 5th Point (written in Red)
Spelling of Government

13. Producer Companies

st
Page No. 13.10 Section 581W, 1 Point: Replace BOA by BOD

14. Companies Incorporated Outside India

Page No. 14.1 In definition of Foreign Company,
Insert the words AND between point (a) & (b) ,
Insert the words OR between point (b) & (c)
Page No. 14.6 Section 387, Point (5),
Prospectus should be accompanied….
Section 388:
Prospectus cannot be issued in India if Expert’s statement…

19. Miscellaneous Provisions

Page No. 19.3 Section 403, Point (ii)
Heading – Submission after time specified in relevant provision (but within 270 days
from due date)

Any Further Amendments in Law, may be accessed from our website:

www.commerceeduworld.com