(HIGHEST WEIGHTAGE) CHAPTER- 7

TOTAL SECTION COVERED- 35 MANAGEMENT AND ADMINISTRATION

QUORUM ( SEC- 103)

VALID MEETING 3 CONDITIONS

PROPERLY PROPERLY
CONVENED CONDUCTED

TO CALL PROPERLY TO FOLLOW

CONSTITUTED CO. ACT

PROPER QUORUM
PROPER CHAIRPERSON
(MIN ATTENDANCE)

QUORUM REFERS TO MINIMUM NO. OF

MEMBERS WHO ARE REQUIRED TO
ATTEND THE MEETING, SO THAT IT IS
PROPERLY CONSTITUTED.
 TYPES OF COMPANY MINIMUM NO. OF MEMBERS
PRIVATE COMPANY 2 OR ARTICLES , WHICHEVER IS HIGHER
PUBLIC COMPANY 5,15,30 OR ARTICLES , WHICHEVER IS
HIGHER

QUORUM NO. OF MEMBERS IN PUBLIC COMPANY ON THE DAY

OF MEETING
5 UPTO 1000
15 >1000 <= 5000
30 >5000
OR ARTICLES WHICHEVER IS HIGHER

QUORUM MUST ALWAYS BE PERSONALLY PRESENT.

IF AT THE ADJOURNED MEETING ALSO QUORUM IS NOT
PRESENT , THE MEETING SHALL BE CONDUCTED.
 NOTICE ( SEC- 101)

SECTION 101- FOR A MEETING TO BE PROPERLY CONVENED, PROPER NOTICE TO PROPER

PERSON IN PROPER TIME BY PROPER AUTHORITY

PROPER PERSON PROPER NOTICE

•PROPER NOTICE SHOULD CONTAIN

DAY,DATE,TIME AND PLACE
AUTHORITY
•PROPER NOTICE CONTAINS AGENDA- LIST OF
MEMBERS OR LEGAL BUSINESS MATTERS TO BE TRANSACTED.
REPRESENTATIVE OF
DIRECTORS
E.G-
DECEASED MEMBER OR
INSOLVENT MEMBERS’S a) CHAIRMAN HAS POWER TO CHANGE ORDER
ASSIGNEE CHAIMAN CANNOT b) NOTE- CHAIRMAN IS THE CO-ORDINATOR
DISCUSS NEW ITEM
c) OF THE MEETING, HE CAN DISCUSS POINTS
( ANY ITEM LEFT -- TAKEN
IN ADJOURNMENT ) d) BY ANY ORDER IN THE MEETING
 MEMBER COMPANY

NOTICE

*ACCIDENTAL OMMISSION = MEETING VALID

*DELIBERATE OMMISSION = MEETING INVALID

** NOTICE TO BE SERVED TO 1ST NAME JOINT HOLDER

MEMBER COMPANY

NOTICE SEND THROUGH REGISTERED POST

REQUEST (MEMBER REQUESTING TO SERVE THE NOTICE IN A
PARTICULAR MODE, COMPANY IS NOT BOUND TO
SERVE IN THAT MANNER UNLESS THE MEMBER HAS
DEPOSITED COST OF SERVICE. )
 PROPER TIME

ATLEAST 21 CLEAR DAYS BEFORE THE MEETING.

WHILE COMPUTING 21 CLEAR DAYS THE DATE OF SERVICE

OF NOTICE & DATE OF MEETING BOTH ARE EXCLUDED

NOTICE IF SENT BY ADVERTISEMENT/ EMAIL GETS

SERVED ON THE SAME DAY.

NOTICE SENT BY POST-

ADVERTISEMENT- 22ND FEB 23RD FEB FOR POST IT IS DEEMED TO BE SERVED AFTER EXPIRY OF 48 HOURS FROM
DISPATCH OF POST.
E.G- 1ST FEB (ADVERTISEMENT/EMAIL)
E.G- 1ST FEB ( NOTICE SERVED) 1ST FEB (POST)
+22 DAYS (NOTICE SERVED)
______ +24 DAYS 3RD FEB (SERVICE)
_______
23RD FEB
25TH FEB 25TH FEB
 SHORTER NOTICE

1ST FEB NOTICE SENT FOR A MEETING ON 10TH FEB

MEETING CAN BE CALLED AT A SHORTER NOTICE IF BEFORE SENDING

SUCH A SHORTER NOTICE CONSENT IS OBTAINED.

CONSENT REQUIRED TO CALL A MEETING BY GIVING SHORTER NOTICE

ANY
AGM OTHER
GM
CO. HAVING CO. NOT HAVING
SHARE CAPITAL SHARE CAPITAL
ATLEAST 95% OF
TOTAL MEMBERS MAJORITY OF MEMBERS MEMBERS HOLDING ATLEAST 95% OF
ENTITLED TO VOTE HOLDING ATLEAST 95% OF PAID VOTING POWER
UP SHARE CAPITAL (PUSC)
 SEC 102- EXPLANATORY STATEMENT

IT IS REQUIRED TO BE ANNEXED WITH NOTICE FOR EVERY SPECIAL BUSINESS.

E.G FOR ITEMS (e) EXPLANATORY EXPLANATORY STATEMENT WILL CONTAIN-

STATEMENT IS REQUIRED 1) MEANING, SCOPE, IMPLICATION OF THAT SPECIAL BUSINESS.
AGENDA-
a–A 1) WILL CONTAIN DISCLOSURE OF INTEREST WHETHER FINANCIAL OR NON- FINANCIAL IN
b- D THE SPECIAL BUSINESS OF:-
A)EVERY DIRECTOR , MANAGER
c- D B)EVERY KMP (KEY MANAGERIAL PERSONNEL)
d- A C)RELATIVES OF ABOVE
e- (CHANGING NAME OF COMPANY)
3) IF CO. (MEPL) IS ENTERING INTO A TRANSACTION WITH OTHER CO. (X LTD) WHOSE
ATLEAST 2% PUSC IS HELD BY PROMOTERS, DIRECTORS, MANAGER OR KMP OF MEPL
THEN IT MUST BE MENTIONED IN EXPLANATORY STATEMENT
KMP 2(5)
CS
CEO/MD/MANAGER CFO

WHOLE TIME (THIS MEANS PART TIME DIRECTOR IS NOT A KMP. STILL HIS INTEREST IF ANY WILL BE
DIRECTOR DISCLOSED BECAUSE HE IS A DIRECTOR)
IS EXPLANATORY STATEMENT REQUIRED FOR APPOINTMENT?

MAY OR MAY NOT

WHAT IF SHAREHOLDER HAS NOT BEEN
APPOINTMENT OF DIRECTOR GIVEN NOTICE

IN PLACE OF RETIRING DIRECTOR FRESH APPOINTMENT ACCIDENTAL OMMISSION DELIBERATE

(NOT IN PLACE OF RETIRING)
MEETING WILL BE VALID INVALID
OB SB

FOR WHICH ES NOT REQUIRED ES REQUIRED

 NOTICE WAS GIVEN ON 1ST FEB FOR A MEETING TO BE CONDUCTED ON 15TH FEB

i) WHAT SHOULD HAVE BEEN THE EARLIEST DAY?

A) IF SERVED BY ADVERTISEMENT/EMAIL =
1ST FEB + 22 DAYS = 23RD FEB

B ) IF SERVED BY POST =
1ST FEB + 24 DAYS = 25TH FEB

ii) CAN THE ABOVE MEETING ON 15TH FEB STILL VALID?

IF BEFORE SENDING SUCH SHORTER NOTICE REQUIRED CONSENT WAS OBTAINED

IMPORTANT NOTES-

1) IN CASE OF SEC 8 CO. THEY HAVE BEEN EXEMPTED THAT INSTEAD OF SENDING ATLEAST 21 CLEAR DAYS NOTICE
THEY CAN SEND ATLEAST 14 CLEAR DAYS NOTICE
2) PRIVATE CO. HAVE BEEN EXEMPTED FROM SEC 101 TO 107,109 OF THE CO. ACT 2013, IF THEY MAKE THEIR
OWN PROVISIONS IN ARTICLES
3) IFSC ( INTERNATIONAL FINANCIAL SERVICE CENTRE) CO. HAVE ALSO BEEN EXEMPTED FROM SEC 101 TO 107,
109 IF THEY MAKE THEIR OWN PROVISIONS IN ARTICLES.
IFSC COMPANIES ARE INDIAN CO. WHICH PROVIDE FINANCIAL SERVICES TO FOREIGN INVESTORS.
 SEC 105- PROXY

I) AS PER SECTION 105 OF THE CO. ACT 2013, ANY MEMBER WHO IS ENTITTLED TO ATTEND & VOTE AT THE
MEETING OF CO. SHALL ALSO HAVE A RIGHT TO APPOINT PERSON AS HIS PROXY TO ATTEND & VOTE ON
HIS BEHALF.
ii) PROXY CANNOT SPEAK AT THE MEETING & CANNOT VOTE EXCEPT BY POLL. THIS MEANS PROXY CAN
VOTE BY POLL & NOT BY SHOW OFF HANDS.
iii) VOTE BY POLL VOTE BY SHOW OFF HANDS

**VOTING RIGHT IS GIVEN ON THE BASIS OF NO. OF SHARES HELD BY THAT **ALL MEMBERS ARE GIVEN EQUAL VOTING POWER. i.e. ONE VOTE
MEMBER EACH

**1 SHARE = 1 VOTE **1 MEMBER = 1 VOTE

**PROXY CAN ALSO VOTE **PROXY CANNOT VOTE

**POLLING PAPER IS GIVEN IN FORM NO. MGT2 **NO SUCH FORMS

iv) TO APPOINT A VALID PROXY FORM MGT 11 HAS TO BE DEPOSITED AT COMPANIES REGISTERED
OFFICE ATLEAST 48 HOURS BEFORE THE MEETING.
v) ORIGINAL SHAREHOLDERS CAN HIMSELF ATTEND & VOTE BEFORE HIS PROXY HAS VOTED.
CASE LAW- COUSINS VS INTERNATIONAL BRICK CO. LTD
vi) SEC 112

MEPL

CG SG
SHAREHOLDER SHAREHOLDER

GOVERNOR OF THAT STATE

PRESIDENT WILL SEND RM TO ATTEND GM (REPRESENTATIVE MEMBER)

GENERAL MEETNG

REPRESENTATIVE MEMBER (RM) APPOINTED BY PRESIDENT /GOVERNOR SHALL HAVE ALL THE
RIGHTS OF A MEMBER.
vi) SEC 113

MEPL

SHAREHOLDER
Katrina ltd.

ITS BOD WILL SEND RM TO ATTEND GM.

RM SHALL HAVE ALL THE RIGHTS OF A MEMBER

GM

vii) A PERSON CAN BECOME PROXY FOR MAX 50 MEMBERS PROVIDED THAT THE
SHAREHOLDING SHOULD NOT EXCEED 10% OF PUSC.

HOWEVER IF A SINGLE MEMBER IS HOLDING 10% OR MORE PUSC THEN HIS APPOINTED
PROXY CANNOT BECOME PROXY FOR ANYONE ELSE
IN CASE OF SECTION 8 COMPANY PROXY CAN’T BE AN OUTSIDER i.e, HE HAS TO BE A MEMBER

Q) CAN MEMBERS INSPECT PROXY FORM?

 Yes by satisfying 3 conditions

AFTER GIVING 3
DAYS WRITTEN
WHEN ONLY 24HRS ARE
LEFT TO START THE DURING NOTICE AT
MEETING AND TILL THE BUSINESS COMPANY’S
CONCLUSION OF HOURS REGISTERED
MEETING
OFFICE
 CAN AN AUDITOR No an auditor cannot appoint proxy.
APPOINT PROXY?

MR. A , A SHAREHOLDER OF MA LTD APPOINT MR.X (NON MEMBER) AS HIS PROXY 60 HOURS BEFORE THE MEETING.
IS PROXY VALID?

 RELATED PROVISIONS : AS PER SEC.105 OF THE COMPANIES ACT 2013,ANY MEMBER WHO IS ENTITLED TO
ATTEND AND VOTE SHALL ALSO HAVE A RIGHT TO APPOINT ANY PERSON AS HIS PROXY TO ATTEND & VOTE ON
HIS BEHALF. PROXY MAY OR MAY NOT BE A MEMBER. PROXY MUST BE APPOINTED ATLEAST 48HRS BEFORE THE
MEETING BY SUBMITTING FORM MGT-11 AT COMPANIES REGISTERED OFFICE.

FACTS & ANALYSIS : IN THE GIVEN CASE STUDY MR. A WHO IS A SHAREHOLDER HAS A RIGHT TO APPOINT A PROXY.
IT DOES NOT MATTER THAT MR.X IS A NON MEMBER . FURTHER HE HAS BEEN APPOINTED ATLEAST 48HRS(60 HRS)
BEFORE THE MEETING.

CONCLUSION : THUS FROM THE ABOVE DISCUSSION WE CONCLUDE THAT MR.X IS A VALID PROXY.
 Q. MR.A, A SHARE HOLDER OF MA. LTD HAS
APPOINTED MR.X & MR.B AS HIS PROXY, 60 HRS &
50 HRS BEFORE MEETING. COMMENT.

 LATEST PROXY IF APPOINTED IN TIME WILL BE Q. WILL YOUR ANSWER

VALID. OTHERWISE FORMER PROXY WHO WAS CHANGE IN ABOVE QUESTION
APPOINTED IN TIME WILL BE VALID. IN THIS CASE IF MR.B WAS APPOINTED 30
‘B’ IS VALID. HOURS, BEFORE MEETING?

 FORMER PROXY ‘X’ WILL

BE VALID.
 Q) WHAT WILL BE YOUR ANSWER IN ABOVE
QUESTION IF MR.A THE ORIGINAL SHARE HOLDER
HIMSELF WANT TO ATTEND THE MEETING, ALTHOUGH
MEETING HAS STARTED?

AS PER THE CASE LAW OF COUSINS VS

INTERNATIONAL BRICK CO.LTD, ORIGINAL
SHARE HOLDER CAN ATTEND & VOTE HIMSELF
BEFORE HIS PROXY HAS VOTED.
Q) PRESIDENT OF INDIA OR GOVERNER OF STATE,MEMBER OF MA LTD APPOINTED MR.A TO ATTEND THE
MEETING OF MA LTD.MR ‘A’ WANTS TO APPOINT PROXY MR. B. ADVICE ,ALSO COMMENT ON THE RIGHT OF
MR. A & MR. B.
ANS) MR. A BEING A REPRESENTATIVE MEMBER CAN APPOINT PROXY (MR.B)

RIGHTS OF A REPRESENTATIVE MEMBER.

He can He can RIGHTS OF PROXY:

He can vote by also be
He can speak vote by Of all the above rights proxy only
at meeting show off counted has right to vote by poll.
poll hands in quorum
Q) MR. A , A SHAREHOLDER OF MA LTD WANTS TO APPOINT FRESH PROXY FOR ADJOURNED MEETING?

ANS) ALLOWED BUT ATLEAST 48 HOURS BEFORE THE MEETING.

Q) ARTICLE OF MA LTD PROVIDES 60HRS AS Q) SRK LTD IS A MEMBER OF MA LTD & HAS APPOINTED
A VALID TIME TO APPOINT PROXY. ADVICE. MR.SRK.

ANS) IF ARTICLES PROVIDE LONGER TIME  SRK WILL BE TREATED AS REPRESENTATIVE MEMBER.
THEN 48HRS THEN IT WILL BE READ AS
48HRS ONLY.
(IF IT WAS PRIVATE COMPANY THEN 60
HOURS MENTION IN ARTICLES WILL BE Q. 5 DIFFERENT SHAREHOLDERS OF MA LTD HAVE
VALID) APPOINTED MR.RAVI AS THEIR PROXY. ADVICE.

 YES,PROVIDED THEIR SHAREHOLDING DOES NOT

EXCEEDS 10 %
 ANNUAL GENERAL MEETING- SECTION : 96

TIME LIMIT OF AGM:

15 MONTHS FROM LAST AGM.

6 MONTHSFROM END OF END OF F.Y.
WHICHEVER IS EARLIER.

E.G- COMPUTE AGM DUE DATE OF FY 19-20 IF ITS LAST AGM WAS HELD ON 1.5.19

ANS - 15 months from last AGM = 1.5.20

+3 months = 1.8.20

6 months 31/3/20- 30/9/20

EARLIER= 1/8/20
COMPANY MAY APPLY TO ROC FOR EXTENTION OF DUE DATE OF AGM (OTHER THAN FIRST AGM) IN FORM GNL. 1
ON THE GROUNDS OF SPECIAL REASON(REASONS BEYOND HUMAN CONTROL) & ROC CAN GRANT MAX 3 MONTHS
EXTENSION.

TIME LIMIT OF FIRST AGM:- 9 MONTHS FROM THE END OF A FINANCIAL YEAR.

E.G: IF COMPANY GOT INCORPORATED ON 1ST NOV 2020 THEN ITS FY WILL END ON 31ST MARCH 2021
.FIRST AGM DUE DATE WILL BE FROM 9 MONTHS FROM 31.3.21 =~ 31.12.21.

IF FIRST AGM HELD WITHIN THE ABOVE TIME LIMIT NO NEED TO CONDUCT ANY AGM
IN YEAR OF ITS INCORPORATION.
 DAY,TIME & PLACE OF AGM:

DAY= ANY DAY EXCEPT NATIONAL HOLIDAY

PUBLIC HOLIDAY

SUNDAY NATINAL

 AGM AGM

PLACE=AT REGISTERED OFFICE OR

TIME=BUSINESS HOURS WITHIN SAME
(9AM TO 6 PM) CITY/TOWN/VILLAGE IN WHICH
REGISTERED OFFICE IS SITUATED.
EXEMPTIONS GIVEN TO:

UNLISTED
COMPANY:
Can conduct its
AGM any place in
India after written
consent of 100%
members.
SEC.8 COMPANY :
Can conduct its AGM on
any day/ time, place as its
members may decide.
GOVT COMPANY :
Can conduct its AGM at
any place as decided by
CG.
 SEC:97: IF COMPANY DEFAULTS IN
CALLING AGM U/S 96 THEN ANY
MEMBER MAY APPLY TO
TRIBUNAL/NCLT & MAY EITHER
CALL AGM OR DIRECT THE
COMPANY TO CALL AGM & GIVE
DIRECTIONS THAT EVEN 1 MEMBER
PRESENT PERSONALLY OR PROXY
WILL CONSTITUTE A VALID AGM.
All the above time limits of 21
days,45 days, 3months are
counted from the date of
receipt of written request.
SEC:100-EGM:
1)BOD MAY WHENEVER DEEMS FIT
CALL ON EGM .
2)MEMBER(S) HOLDING ATLEAST
1/10TH PUSC OR VOTING POWER CAN
MAKE A WRITTEN REQUEST TO CALL
EGM AT CO’S REGISTERED OFFICE.
 WITHIN 21 DAYS BOD SHALL TAKE
STEPS TO CALL MEETING.
 SO THAT MEETING IS
CONDUCTED WITHIN 45 DAYS
FAILING WHICH REQUISITIONIST
CAN THEMSELVES CALL
 WITHIN 3 MONTHS.
 Q) Can a single member holding
10000 shares out of company’s
100000 shares request EGM?

 YES.

Q) What if BOD calls EGM in Q)Will members

the above question but that requesting for EGM have
member alone is present? to disclose the reason?

 MEETING WILL BE  YES.

CANCELLED.
 SEC 98: NCLT POWER TO CALL THE EGM. WHAT IF BOD REFUSE TO CALL EGM?

E.G-

2 DIRECTORS AGREE BUT

2 DIRECTORS DISAGREE I.E, DEADLOACK BETWEEN
DIRECTORS)
THEN NCLT ON APPLICATION OF ANY MEMBER OR ANY REQUISITIONIST CAN Apply to
DIRECTOR OR SUO MOTU (OWN MOTION)MAY EITHER THEMSELVES CALL EGM
NCLT U/S
CALL OR DIRECT THE COMPANY TO CALL EGM & MAY WITHIN 3MONTHS OF
REQUEST & 98.
ORDER THAT EVEN A SINGLE MEMBER PRESENT IN
PERSON OR BY PROXY WILL BE CONSTITUTE A VALID REASONABLE EXPENSES
EGM. INCURRED BY THEM IN
CALLING SUCHMEETING
PROVIDED THAT AN EGM CALLED BY BOD OTHER THAN
WILL BE REIMBURSED
OF THE WHOLLY OWNED SUBSIDIARY OF A COMPANY BY CO. & WILL RECOVER
INCORPORATED OUTSIDE INDIA SHALL BE HELD AT A FROM DEFAULTING
PLACE WITHIN INDIA. DIRECTORS BY
DEDUCTING THEIR FEES.
Particulars AGM
EGM CALLED BY

BOD REQUISITIONIST
PLACE RO OR CTV ANY PLACE IN INDIA.BUT IF IT RO ON C/T/V IN WHICH RO IS
(CITY/TOWN/VILLAGE) WAS OF COMPANY SITUATED (RULE 17)
IN WHICH RO IS SITUATED INCORPORATED OUTSIDE
(SEC 96) INDIA THEN ANY PLACE IN
WORLD SEC.100

UNLISTED COMPANY AFTER 100% MEMBERS

CONSENT,ANY PLACE IN
INDIA.(SEC 96)

DAY ANY DAY EXCEPT NATIONAL ANY DAY ANY DAY EXCEPT NATIONAL
HOLIDAY(SEC 96 ) HOLIDAY (RULE 17)

TIME 9AM TO 6PM ANY TIME 9AM TO 6PM (SS2) ICSI

SECRETARIAL STANDARDS.
 SEC.99:
FINE ON CO. & OFFICER IN DEFAULT FOR VIOLATION OF SEC.96 OR 97 OR 98 IS
RS. 1 LAKH (+) 5000/DAY TILL THE DEFAULT CONTINUES.
Q. 3) NOTICE……
Q .1 )THE CHAIRMAN…..
 YES BECAUSE IT WAS DECLARED AS A
ANS) IF CHAIRMAN CAST HIS ORIGINAL VOTE IN FAVOUR THEN IT BECOMES 7 I.E,
NATIONAL HOLIDAY AFTER DISPATCH OF
TIE WITH VOTES AGAINST. SINCE ARTICLES ARE AUTHORISING CHAIRMAN GETS A
CASTING VOTE WHICH IF CAST IN FAVOUR THEN RESOLUTION IS PASSED. NOTICE.

Q.4) CAN 2 AGM BE HELD ON SAME DAY?

Q. 2) THE ARTICLES OF ASSOCIATION OF…...

 COUNTED AS ONE.  IT IS PERMISSIBLE TO HOLD 2 AGM’S

 NOT COUNTED BECAUSE AS PER SEC 47 THEY CAN BE COUNTED IN QUORUM & ON SAME DAY,PROVIDED TWO
ALLOWED TO VOTE ONLY ON MATTERS WHICH DIRECTLY AFFECT THEM.
DIFFERENT NOTICES ARE SENT & BOTH
 COUNTED AS 3.
 PROXIES ARE NOT COUNTED THE AGM’S ARE HELD AT DIFFERENT
TOTAL COUNT IS =1+3=4 TIME.
WHICH MEANS QUORAM FALLS SHORT BY 2 MEMBERS.SO
MEETING WILL ADJOURNED.
 SEC 104- CHAIRMAN READ WITH SS2 (CO. LAWS’S STANDARD APPROVED BY CG, ISSUED BY ICSI

CM OF BM SHALL BE THE CM OF GM

BUT IF CM OF BM IS NOT PRESENT IN GM WITHIN 15 MINUTES OR IF PRESENT BUT DOES NOT WANT TO BECOME CM OF GM THEN

DIRECTOR AMONGST THEMSELVES SHALL APPOINT ANY DIRECTOR TO BE CM OF GM

BUT IF NO DIRECTOR IS PRESENT WITHIN 15 MINUTES OR PRESENT BUT DO NOT WANT TO BECOME CM THEN

CM WILL BE APPOINTED AS PER ARTICLES OF CO.

BUT IF ARTICLES ARE SILENT THEN

MEMBERS PRESENT SHALL ELECT ONE AMONGST THEMSELVES AS CM BY SHOW OFF HANDS

BUT IF MEMBER(S) HOLDING ATLEAST 1/10TH OF PUSC OR VOTING POWER OR PAID UP SHARES OF RS.500000 DEMAND POLL THEN CM
WILL BE ELECTED BY VOTE BY POLL
Q. AT THE ANNUAL GENERAL MEETING…

MEMBERS OBJECTIONS IS INCCORECT BECAUSE CM OF BM HAS THE RIGHT TO BECOME

CM OF GM

Q.CAN ADJOURNED MEETING (AGM) BE HELD ON PUBLIC HOLIDAY?

YES, IF IT’S A SUNDAY BUT NO IF IT’S A NATIONAL HOLIDAY

SEC- 106 RESTRICTION ON VOTING RIGHT OF SHAREHOLDER.

A CO. CAN RESTRICT SHAREHOLDERS’S VOTING RIGHT BY MENTIONING IN ITS ARTICLES.

THE FOLLOWING GROUND OF RESTRICTION:-
RESTRICTION:-

CALLS IN ARREAR ANY OTHER SUM DUE ON SHARES CO. HAS EXERCISED RIGHT OF LIEN ON SHARES
 EXAMPLE 1. MR X SHAREHOLDER OF MA LTD --- CALLS IN ARREAR
ARTICLE SILENT

VOTING RIGHT RESTRICT

YES NO

EXAMPLE 2. ARTICLE SOF MEPL MEMBERS 4 GM ABSENT, 5TH AGM CANNOT VOTE

VOTING RIGHTS RESTRICT

YES NO
Q. MR X, A SHAREHOLDER OF MA LTD DEFAULTED A CALL MONEY. CO. WANTS TO RESTRICT HIS VOTING RIGHT BUT ARTICLES
ARE SILENT. ADVICE.

RELATED PROVISONS- AS PER THE PROVISIONS OF SEC 106 OF THE COMPANIES ACT 2013, CO. CAN RESTRICT SHAREHOLDING
VOTING RIGHT BY MENTIONING IN ITS ARTICLES FOLLOWING 3 GROUNDS-
a)CALLS IN ARREARS
b)ANY OTHER SUM DUE ON SHARES
c)CO. HAS EXERCISED RIGHT OF LIEN ON SHARES

FACTS & ANALYSIS- IN THE GIVEN CASE SHAREHOLDER MR. X DEFAULTED CALL MONEY I.E. CALLS IN ARREAR WHICH IS ONE
OF THE 3 GROUNDS OF RESTRICTION ON VOTING RIGHTS BUT IT IS TO BE NOTED THAT SUCH RESTRICTIONS SHOULD HAVE
BEEN MENTIONED IN ARTICLES WHICH IN THE GIVEN CASE IS SILENT.

CONCLUSION: THUS, FROM THE ABOVE DISCUSSION WE CONCLUDE THAT MR. X’S VOTING RIGHT CAN’T BE RESTRICTED

Q. MA LTD MENTIONED IN ITS ARTICLES THAT IF A SHAREHOLDER ABSENCE HIMSELF IN 3 GM THEN HE WON’T BE ALLOWED
TO VOTE IN 4TH GM. ADVICE

SUCH RESTRICTIONS IS INVALID

Q. WHAT IF IN ABOVE QUESTION IT WAS MA PRIVATE LTD.

THEN SUCH RESTRICTIONS IS VALID BECAUSE PVT CO. CAN MAKE ITS PROVISIONS IN ARTICLES RELATED TO SEC 101 TO 107,
109.
 SECTION 107- VOTING BY SHOW OFF HANDS

VOTING WILL TAKE PLACE BY SHOW OFF HANDS UNLESS POLL IS DEMANDED U/S 109 OR
VOTING IS CARRIED OUT ELECTRONICALLY U/S 108.

SECTION 109- VOTE BY POLL

VOTE BY POLL CAN BE DEMANDED BY

CHAIRMAN ON MEMBER(S) HOLDING

ITS OWN ATLEAST 1/10TH OF PUSC OR
MOTION HOLDING SHARES OF PAID UP
VALUE MIN RS. 500000

** POLL CAN BE DEMANDED EVEN AFTER SHOW OFF HANDS

 SECTION 108 E-VOTING

APPLICABILITY OF SEC 108

EVERY CO. WHOSE EQUITY EVERY CO. HAVING MIN 1000

AND MEMBERS
SHARES ARE LISTED IN RSE

Q. CAN IT BE APPLICABLE ON A PVT CO.?

NO, BECAUSE PVT CO.’S EQUITY SHARES CANNOT BE LISTED & ALSO THEY DON’T
HAVE MIN NO. OF 1000 MEMBERS

Q. IS SEC 108 APPLICABLE ON ALL LISTED CO.’S?

NO, IT APPLIES ONLY ON THOSE LISTED CO.’S WHICH HAVE GOT THERE EQUITY
SHARES LISTED ON RSE
 THE ENTIRE PROCEDURE OF E-VOTING IS MENTIONED IN RULE 20 OF THE
COMPANIES(MANAGEMENT & ADMINISTRATION) RULES 2014

RULE 20:

1)NOTICE WILL BE SENT TO MEMBERS BY SPEED POST/REGISTEREDPOST

DIRECTORS COURIER
AUDITOR EMAIL
2)NOTICE TO BE POSTED ON WEBSITE IF ANY OF CO. IS AGENCY

3) NOTICE SHALL CONTAIN

STATEMENT THAT REMOTE MEMBERS WHO DON’T CAST THEIR MEMBERS WHO CAST THEIR VOTE BY REMOTE E-VOTING CAN ATTEND THE MEETING BUT NOT VOTING
E-VOTING FACILITY IS PROVIDED VOTE BY REMOTE E-VOTING CAN VOTE AT THE MEETING

4) NOTICE SHALL ALSO CONTAIN

PROCESS OF REMOTE E-VOTING LOGIN ID STEPS TO GENERATE PASSWORD TIME SCHEDULE OF REMOTE E-VOTING
 RULE 20:

5)NOTICE WILL BE PUBLISHED IN 2 NEWSPAPER

ENGLISH LANGUAGE IN ENGLISH NEWSPAPER VERNACULAR LANGUAGE IN VERNACULAR NEWSPAPER

BOTH HAVING WIDE CIRCULATION IN THE DISTRICT WHERE CO.’S REGISTERED OFFICE IS SITUATED
• STATEMENT THAT REMOTE E-VOTING IS PROVIDED
• MEMBERS WHO DON’T CAST THEIR VOTE BY REMOTE E-VOTING CAN VOTE AT THE MEETING
• MEMBERS WHO CAST THEIR VOTE BY REMOTE E-VOTING CAN ATTEND THE MEETING BUT NOT VOTING
• STEPS TO RECEIVE LOGIN ID
• STEPS TO RECEIVE PASSWORD
• TIME SCHEDULE
• DETAILS OF PERSON WHOM’S SHAREHOLDER CAN CONTACT

6) TIME: REMOTE EVOTING VOTING IS OPEN FOR MINIMUM THREE DAYS AND CLOSED EXACTLY AT 5 P.M. IMMEDIATELY BEFORE THE DAY OF MEETING

7)MEMBERS : WHO DID NOT VOTE BY REMOTE E-VOTING CAN ATTEND AND VOTE AT THE MEETING AND WHO VOTED BY THE REMOTE E-VOTING CAN ATTEND BUT NOT VOTE
AGAIN.

8)BLOCK: E -VOTING TO BE BLOCKED EXACTLY AT 5 PM IMMEDIATELY BEFORE THE DAY OF MEETING.

9)APPOINTMENT : BOD SHALL APPOINT CA/ CS /CMA IN PRACTICE /ADVOCATE AS A SCRUTINIZER TO COUNT THE VOTE. SCRUTINIZER MAY TAKE ASSISTANCE OF ONE PERSON
WHO IS NOT IN EMPLOYMENT OF COMPANY.

10) FUNCTION OF SCRUTINIZER HE SHOULD BE WILLING TO ACT AS A SCRUTINIZER TO COUNT THE VOTE.

11)ROLE OF CHAIRMAN : IT'S HIS DUTY TO ALLOW THE MEMBERS TO VOTE AT THE MEETING WHO DID NOT CAST THEIR VOTE BY REMOTE E - VOTING

12)COUNTING OF VOTES : SCRUTINIZER WILL FIRST COUNT THE VOTES CAST IN MEETING AND THEN REMOTE E- VOTING VOTES.
 RULE 20:

13) ACCESS OF VOTES ONLY TO SCRUTINIZER

14)MAINTENANCE OF REGISTER: SCRUTINIZER WILL MAINTAIN REGISTER RECORDING THAT WHICH MEMBER VOTED IN
FAVOUR AND WHICH AGAINST.

15)SUBMISSION OF REPORT AND REGISTER : BY SCRUTINIZER TO CM WITHIN 3 DAYS OF MEETING IN FORM MGT 13

16)DECLARATION OF RESULT :WILL BE DONE BY CM AND DATE OF PASSING RESOLUTION WILL BE THE DATE OF MEETING

17)E -VOTING RESOLUTION ONCE PROPOSED CANNOT BE WITHDRAWN

TOTAL 17 POINTS

11 POINTS 6 POINTS

5 POINTS( NOTICE) 3POINTS (TMB) 3POINTS (SCRUTINIZER) VOTES ACCESS REGISTER SUBMIT TO CM RESULT DATE OF MEETING CAN’T WITHDRAW
 SEC 110 POSTAL BALLOT
IN IT COMPANY INSTEAD OF CONDUCTING GENERAL MEETING WILL SEND A DRAFT RESOLUTION TO
ALL MEMBERS GIVING THEM 30 DAYS TIME TO REPLY WITH A ASSENT OR DISSENT.

CG HAS PRESCRIBED 10 MATTERS IN RULE 22 WHICH SHALL BE DISCUSSED BY EVERY COMPANY

OTHER THAN :-
A)OPC B) CO. HAVING UPTO 200 MEMBERS

1)SHIFTING OF RO OUTSIDE LOCAL LIMITS OF COMPANY UNDER SECTION 13

2)CHANGE OF OBJECT CLAUSE UNDER SECTION 13
3)USING UNLISTED AMOUNT OF PUBLIC ISSUE FOR SOME OTHER OBJECT UNDER SECTION 13
4)ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS SECTION 43
5)VARIATION OF SHAREHOLDER’S RIGHT U/S 48
6)BUYBACK U/S 68
7)ALTERATION OF ARTICLES TO CONVERT PUBLIC CO. TO PRIVATE CO. U/S 14
8)APPOINTMENT OF SMALL SHAREHOLDER’S DIRECTOR U/S 151
9)SALE OF UNDERTAKING U/S 180
10) LOAN, INVESTMENT, GUARANTEE, SECURITY GIVEN BY U/S 186(3)

IMPORTANT- THE PROVISIONS OF RULE 20 (E-VOTING) SHALL MUTATIS MUTANDIS IN CASE OF

POSTAL BALLOT.
 POSTAL BALLOT

REST MATTERS OPTIONAL FOR

10 MATTERS EVERY CO. TO DISCUSS BY
COMPULSORY FOR EVERY POSTAL BALLOT EXCEPT 2
CO. EXCEPT OPC, MATTERS WHICH CAN’T BE
CO. HAVING UPTO 200 DISCUSSED BY POTAL BALLOT
MEMBERS

MATTERS IN WHICH
ORDINARY BUSINESS
AUDITOR, DIRECTOR HAVE
I.E. ADDA
RIGHT TO BE HEARD
 E-VOTING POSTAL BALLOT
1) SEC 108 READ WITH RULE 20 1) SEC 110 READ WITH RULE 22
2) GM WILL TAKE PLACE 2) GM WILL NOT TAKE PLACE
3) APPLICABLE ON- 3) 10 MATTERS PRESCRIBED BY
CG APPLICABLE ON ALL CO.
a)CO. WHOSE EQUITY SHARE
LISTED ON RSE EXCEPT OPC. AND CO. HAVING
b)CO. HAVING MIN 1000 UPTO 200 MEMBERS.
MEMBERS
 SECTION 111- CIRCULATION OF MEMBERS RESOLUTION.

MEMBER (S) HOLDING NOW CO. WILL DECIDE TO CIRCULATE TO

WRITTEN REQUEST REMAINING MEMBERS OR NOT. IF CO. THINKS
ATLEAST 1/10TH OF
PUSC/VP MEMBERS DOING FOR PUBLICITY OR
COMPANY
DEFAMATION, THEN TAKE RD’S APPROVAL TO
NOT TO CIRCULATE
AT RO

SIGNED BY ALL REQUISIONISTS

ALONG WITH COST OF CIRCULATING TO

REMAINING MEMBERS
OTHERWISE
RD APPROVED
CIRCULATE

PROPOSING A NEW PROPOSING ANY OBJECTION/

ADDITIONAL VIEW POINT DON’T
RESOLUTION CIRCULATE

IF AFTER MEMBER HAS PROPOSED A RESOLUTION TO CO. & CO.

ATLEAST 6 WEEKS ATLEAST 2 WEEKS
CALLS AGM WITHIN 6 WEEKS THEN IT WILL BE DEEMED THAT
BEFORE AGM BEFORE GM MEMBER HAS PROPOSED SUCH RESOLUTION 6 WEEKS BEFORE AGM
 SEC 118 MINUTES

IT REFERS TO THE DECISIONS & PROCEEDINGS THAT TOOK PLACE IN MEETING

BASIS GENERAL MEETING BOARD MEETING

1. TIME LIMIT OF PREPARATION WITHIN 30 DAYS OF CONCLUSION OF WITHIN 30 DAYS OF CONCLUSION OF
MEETING MEETING

2 .TIME LIMIT OF SIGNING WITHIN 30 DAYS OF CONCLUSION OF NO TIME LIMIT

MEETING

3. SIGNING AUTHORITY CM OF THAT MEETING OR IN CASE OF CM OF THAT MEETING OR IN CASE OF

HIS INCAPACITY BY DIRECTOR HIS INCAPACITY CM OF NEXT BM
AUTHORIZED BY BOD
4. WHO WILL KEEP THE SAFE CUSTODY CS OR ANY DIRECTOR AUTHORUIZED BY CS OR ANY DIRECTOR AUTHORUIZED BY
BOD BOD

5. TIME LIMIT OF PRESERVATION PERMANENTLY PERMANENTLY

6. PLACE OF PRESERVATION RO OR SAME C/T/V IN WHICH RO IS ANY PLACE IN INDIA

SITUATED
 4 MINUTES BOOKS ARE THERE

COMMITTEE
MEETING

GM
CREDITOR’S
BM MEETING

JUST LIKE
MINUTES
OF BM

WILL BE
PREPARED JUST
LIKE MINUTES OF
GM
 SEC 118 IS APPLICABLE ON ALL CO. EXCEPT SEC 8
I.E, CHARITABLE COMPANIES
HOWEVER IF ARTICLES OF SEC 8 CO. MENTION THAT MINUTES WILL BE CIRCULATED TO ALL
THE MEBERS THEN THEY WILLL HAVE TO PREPARE THE MINUTES

CM AT HIS ABSOLUTE DISCRETION CAN EXCLUDE 3 TYPES OF MATTERS FROM MINUTES-

FROM MINUTES-
i) WHICH IS DETRIMENTAL TO CO’S INTEREST
ii) WHICH IS DEFAMATORY
iii) WHICH IS IRRELEVANT OR IMMATERIAL

CONTRAVENTION OF SECTION 118

TAMPERING OF MINUTES OTHER VIOLATION

2 YEARS IMPRISONMENT PENALTY ON CO.- 25000

AND PENALTY ON OFFICER IN DEAFULT- 5000
FINE-
MIN 25,000
MAX 1,00,000
 SEC 119 INSPECTION OF MINUTES OF GM

1) IS ALLOWED TO MEMBERS FREE OF COST DURING BUSINESS HOURS

2) CO. CAN PUT RESTRICTION ON SUCH INSPECTION BY MENTIONING IN ARTICLES OR BY PASSING A

RESOLUTION IN GM BUT ATLEAST 2 BUSINESS HOURS HAVE TO BE ALLOWED FOR SUCH INSPECTION.

3) IF ANY MEMBER WANTS COPY OF THE MINUTES THEN HE WILL GET IT WITHIN 7 DAYS OF WRITTEN
REQUEST ON PAYMENT OF SUCH SUM AS MENTION IN ARTICLES BUT NOT EXCEEDING RS.10 /PAGE
OR PART OF THE PAGE

4) IF MEMBER WANTS, HE CAN TAKE SOFT COPY OF MINUTES OF IMMEDIATELY PRECEEDING 3 F.YS
FREE OF COST

5) PENALTY OF CONTRAVENTION-

COMPANY- 25000
OFFICER IN DEFAULT- 5000
 SECTION 114 RESOLUTION REQUIRING SPECIAL NOTICE

MEMBER(S) HOLDING ATLEAST 1% VOTING POWER OR PAID UP SHARES MIN

RS. 5 LAKH CAN SERVE SPECIAL NOTICE TO CO. ON RESOLUTIONS /MATTERS
FOR WHICH SPECIAL NOTICE IS REQUIRED BY THE ACT

E.G- FOR REMOVAL OF AUDITOR U/S 140

FOR REMOVAL OF DIRECTOR U/S 169

SUCH SPECIAL NOTICE WILL BE SERVED TO CO. ATLEAST 14 DAYS BEFORE GM

& CO. WILL SERVE TO ALL MEMBERS ATLEAST 7 DAYS BEFORE GM BY POST/E-
MAIL & IF ITS NOT POSSIBLE FOR CO. TO SERVE THEN PUBLISH IT IN 2
NEWSPAPER ATLEAST 7 DAYS BEFORE GM

SECTION 116
IF A RESOLUTION IS PASSED IN AN ADJOURNED MEETING, THEN THE DATE OF PASSING OF
SUCH RESOLUTION WILL BE THE DATE OF ADJOURNED MEETING
 SECTION 117 RESOLUTION REQUIRING INTIMATION TO ROC
CO. SHALL INFORM ROC BY SUBMITTING FORM NO. MGT-14
WITHIN 30 DAYS OF PASSING OF FOLLOWING RESOLUTIONS

SR IN GM MATTERS
ANY RESOLUTION U/S 179(3)
IN CLASS BOARD RESOLUTION
MEETING TO APPOINT /
REAPPOINT MD

VOLUNTARY RESOLUTION
VOTING REQUIRING
POWER CONSENT OF 100%
NOTE:
MEMBERS i) IFSC CO. HAS BEEN GIVEN 60 DAYS TIME INSTEAD OF 30
DAYS TIME TO SUBMIT TO MGT-14

ii) PVT CO. & IFSC CO. ARE EXEMPTED TO SUBMIT MGT-14
IN MATTERS OF SEC 179(3)
 PENALTY FOR CONTRAVENTION

COMPANY OFFICER IN DEFAULT

RS 10000 + 100/DAY BUT RS 10000 + 100/DAY BUT

SUBJECT TO RS 2 LAKH SUBJECT TO RS 50000
 SEC.121 : REPORT ON AGM
SEC 120:
THIS SEC. APPLIES ONLY ON LISTED
MAINTENANCE OF PUBLIC CO. EVERY LISTED PUBLIC
REGISTERS,RECORDS ETC.IN COMPANY SHALL SUBMIT A
ELECTRONIC FORM. REPORT ON AGM IN FORM MGT 15
TO ROC WITHIN 30 DAYS OF AGM
* LISTED COMPANY, ANY COMPANY
MENTIONING THAT AGM WAS
HAVING ATLEAST 1000 MEMBERS
OR DEBENTURE HOLDERS OR PROPERLY CONVENED,HELD &
SECURITY HOLDER MAY MAINTAIN CONDUCTED
THE RECORDS,REGISTERS IN
ELECTRONIC FORM.
 SIGNING OF MGT 15 PENALTY FOR CONTRAVENTION

CHAIRPERSON
BUT IN CASE OF AND CS
HIS INCAPACITY
THEN BY
ATLEAST- COMPANY-
OID:
2 DIRECTORS 1 LAKH +
25000+500/DAY
500/DAY
OUT OF WHICH SUBJECT TO MAX
SUBJECT TO MAX
1 LAKH
5 LAKH
1 SHALL BE MD
IF ANY
SECTION:122:- NON APPLICABILITY OF CERTAIN SECTIONS ON OPC.

SEC.98 & SEC 100 TO 111 SHALL NOT APPLY ON OPC.

**NOTE: OPC IS NOT REQUIRED TO CONDUCT AGM U/S 96 & 97 & 99

ALSO WON’T APPLY.

EFFECTIVELY SEC 96 TO 111 WON’T APPLY.

AN OPC HAVING 1 DIRECTOR ON ITS BOARD CAN TAKE ITS DECISIONS BY

RECORDING IN THE MINUTE BOOK ALONG WITH DATE & SIGN OF THAT
DIRECTOR & SUCH DATE SHALL BE DEEMED TO BE THE DATE OF BOARD
MEETING.
 SEC 88: REGISTER OF MEMBERS,DEBENTURE HOLDERS & SECURITY HOLDERS
REGISTER OF MEMBERS (ROM)

CO.HAVING SHARE CAPITAL CO. HAVING NO SHARE CAPITAL

FORM NO. MGT 1 NO SUCH FORM

BUT WILL PREPARE FORM CONTAINING DETAILS-
I) NAME OF MEMBERS.
II) ADDRESS OF MEMBERS.
III) PAN
IV) CIN IN CASE OF BODY CORPORATE.
V) FATHER/MOTHER/SPOUSE NAME.
VI) GUARDIAN’S NAME IN CASE OF MINOR.
VII) DATE OF BECOMING MEMBER.
VIII) DATE OF CESSATION OF MEMBERS.
IX) AMOUNT OF GUARANTEE IF ANY.
 TIME LIMIT OF ENTRY IN THE REGISTER OF
MEMBERS

WITHIN 7 DAYS FROM THE DATE OF APPROVAL OF SHARE TRANSFER OR ALLOTMENT GIVEN BY BOD OR ITS
COMMITTEE.

PLACE WHERE REGISTER OF MEMBERS ETC.WILL BE KEPT AT RO BUT BY PASSING SR IN GM IT CAN BE KEPT AT

C/T/V IN WHICH RO ANY PLACE IN INDIA WHERE > 1/10TH

IS SITUATED OR OF TOTAL MEMBERS RESIDE.

**INDEX IS REQUIRED IN REGISTER OF MEMBERS-

HOWEVER IF COMPANY HAS LESS THAN 50 MEMBERS , THEN INDEX IS OPTIONAL.
 REGISTER OF DEBENTURE
HOLDERS & SECURITY
HOLDERS

FORM NO. MGT 2

IF SHARES,DEBENTURES OR ANY SECURITIES ARE PLEDGED THEN SUCH INFORMATION WILL ALSO BE
RECORDED IN RESPECTED REGISTER.

FOREIGN
REGISTER

CAN BE KEPT BY THE COMPANY IF -

(A) AUTHORISED BY THE ARTICLES OF COMPANY.
(B) COMPANY HAVING ITS MEMBERS IN THAT COUNTRY ALSO
 MGT 3 SHALL BE SUBMITTED BY CO & ROC WITHIN 30 DAYS OF

OPENING OF CHANGE OF DISCONTINUING OF

FOREIGN REGISTER ADDRESS OF FOREIGN REGISTER
FOREIGN REGISTER

WITHIN 15 DAYS OF ANY CHANGES MADE IN FOREIGN REGISTER COMPANY SHALL IN FORM AT HIS RO.

PENALTY FOR CONTRAVENTION

OFFICER IN 50000
COMPANY 3 LAKH DEFAULT
 SEC 92: ANNUAL RETURN

CORRECTION IN NOTES OF LAW: MGT 7

EVERY COMPANY SHALL SUBMIT ITS ANNUAL RETURN TO ROC WITHIN 60 DAYS OF
AGM & IF AGM IS NOT HELD WITHIN THE DUE DATE THEN WITHIN 60 DAYS OF DUE
DATE OF AGM ALONG WITH THE REASON WHY AGM ALONG WITH THE REASON
WHY AGM WAS NOT HELD.

FORM NO. OF ANNUAL RETURN=

MGT 7 (BUT IN CASE OF OPC)

SMALL CO. ITS MGT 7A
 SEC 92: ANNUAL RETURN

CONTENT OF ANNUAL RETURN:-10 MATTERS

1) ITS RO ,PRINCIPAL BUSINESS ACTIVITITY,HOLDING,SUBSIDIARY & ASSOCIATE.

2) ITS SHARES ,DEBENTURES & OTHER SECURITIES ISSUED.
3) LIST OF MEMBERS , DEBENTURE HOLDERS ALONG WITH CHANGES SINCE CLOSE OF
PREVIOUS F.Y.
4) LIST OF PROMOTERS , DIRECTORS , KMP ALONG WITH CHANGES SINCE CLOSE OF
PREVIOUS F.Y
5) DETAILS OF GM & BM.
6) REMUNERATION OF DIRECTOR , KMP.
7) PENALTY OR FINE IMPOSED ON COMPANY, OFFICER IN DEFAULT.
8) CERTIFICATION OF COMPLIANCES.
9) SHARES HELD BY FII (FOREIGN INSTITUTIONAL INVESTORS)
10)ANY OTHER MATTERS AS MAY BE PRESCRIBED.
 Signing of Annual Return
COMPANY WHOSE
NORMAL PUSC IS MIN 10 CR AND
OPC, SMALL
COMPANY TOTAL TURNOVER IS
COMPANY,
MIN 50 CR
DORMANT LISTED
COMPANY COMPANY

1 DIRECTOR & 1 CS BUT

1 CS BUT IF NO CS SAME AS NORMAL COMPANY
IF NO CS THEN BY CS IN
THEN BY 1 DIRECTOR. +
PRACTICE.
COMPLAINCE FORM MGT 8 SIGNED BY
CS IN PRACTICE MENTIONING THE
CONTENT OF ANNUAL RETURN IN
MGT 7 IS CORRECT.
 A LTD HAVING TURNOVER OF MINIMUM 50 CR. DOES
NOT HAVE A CS. IT GOT ITS ANNUAL RETURN SIGNED
BY A DIRECTOR & MR RAVI (CS IN PRACTICE).

NOW TO CERTIFY IT IN MGT 8 IT SHOULD BE DONE BY

ANOTHER CS IN PRACTICE & NOT MR. RAVI.
LAW MUST BE FOLLOWED BOTH IN LETTER & SPIRIT.
 ANNUAL RETURN WILL BE UPLOADED BY COMPANY
ON ITS WEBSITE IF ANY & ITS LINK (WEBLINK) WILL BE
MENTIONED IN BOARD REPORT.

(BEFORE AMENDMENT EXTRACT OF ANNUAL RETURN

IF FORM NO. MGT 9 USED TO BE ANNEXED IN BOARD
REPORT).
 PENALTY FOR CONTRAVENTION

COMPANY OID CS IN PRACTICE

10000 + 100/ DAY 10000 + 100/ DAY

(SUBJECT TO (SUBJECT TO 2 LAKH
MAXIMUM 2 LAKH) MAXIMUM 50000)

SECTION 93 - OMMITTED

FORM NO. MGT 10

 SECTION 94- PLACE OF KEEPING REGISTER, RETURNS, ETC

REGISTERED BY PASSING SR IN GM
OFFICE CAN BE KEPT AT ANY
PLACE WHERE > 1/10TH OF
TOTAL MEMBERS RESIDE

SUCH MEMBERS, DEBENTURE HOLDERS, SECURITY HOLDERS CAN INSPECT OR TAKE EXTRACT FOR FREE BUT COPY OF IT
WITHIN 7 DAYS ON PAYMENT OF 10/- PAGE OR PART OF PAGE

TYPE PERIOD OF PRESENTATION

1) REGISTRATION OF MEMBERS PERMANENTELY.

2) REGISTRATION OF DEBENTURE SHAREHOLDER. 8 YEARS FROM REDEMPTION.
3)ANNUAL RETURN, OTHER DOCUMENTS & RETURNS SUBMITTED TO ROC. 8 YEARS FROM FILING.
4) FOREIGN REG OF MEMBERS. PERMANENTELY.
5) FOREIGN REG OF DEBENTURE HOLDERS 8 YEARS FROM RED.
 SECTION 95 – REGISTERS, RECORDS
INDICICES, ANNUAL RETURN
SUBMITTEN TO ROC ARE ONLY PRIMA
FACIE EVIDENCE & NOT CONCLUSIVE
EVIDENCE.
SECTION 91 – CLOSURE OF REGISTER OF
MEMBERS, DEBENTURE HOLDERS, SECURITY
HOLDERS

1) COMPANY CAN CLOSE ITS REGISTERS FOR MAXIMUM 45 DAYS IN A FINANCIAL YEAR BUT.
2) NOT EXCEEDING 30 DAYS AT A TIME.
3) ATLEAST 7 DAYS NOTICE MUST BE GIVEN BY THE COMPANY TO ALL BEFORE SUCH CLOSURE.
4) LISTED COMPANY SHALL ALSO PUBLISH SUCH NOTICE IN 2 NEWSPAPER.
5) PENALTY FOR CONTRAVENTION

COMPANY OID

5000/DAY SUBJECT TO SAME

MAXIMUM 1 LAKH
 SECTION 89

IF A PERSON IS A MEMBER BUT NOT A BENEFICIARY, HE WILL

INFORM THE COMPANY WITHIN 30 DAYS IN FORM MGT 4 &
BENEFICIARY WILL INFORM THE COMPANY IN MGT 5 WITHIN 30
DAYS. ONCE COMPANY RECEIVES BOTH FORMS IT WILL SUBMIT
MGT 6 TO INFORM ROC WITHIN 30 DAYS.
 QUESTIONS

State With Reasons Whether The Following Statement Is Correct Or

Incorrect:-
A Company Should File Is Annual Return Within Six Months Of The
Closing Of The Financial Year (Nov 2021)
 QUESTIONS

As Per The Provisions Of The Companies Act 2013 Every Company Is

Required To File With The Register Of Companies Annual Return
As Described In Section 92 In Form Mgt 7 Explain The Particulars Required
To Be Contained In It. (May 2018)
 QUESTIONS

Bajaj Limited Called Its Annual General Meeting In Order To Late On The Financial
Statements For Shareholders Approval Due To Want Of Quorum The Meeting Was
Cancelled .
The Directors Did Not File The Annual Return With The Registrar The Directors Where
Of The Idea That The Time For Filing Of Returns Within 60 Days From The Date Of
Annual General Meeting Would Not Apply As AGM Was Cancelled Has The Company
Contravene The Provisions Of Companies Act 2013.
If The Company Is Contravene The Provisions Of The Act How Will It Be Penalized
(May 2018)
 MS Techno Limited Maintain Its Register Of Members Address Register Office In
Mumbai For Group Of Members Residing In Kolkata Wants To Keep The Register Of
Members At Kolkata
1)explain The Provisions Of Companies Act 2013 Whether The Company Can Keep The
Registers And Returns At Kolkata
2)does Mr Ranjeet Director But Not A Shareholder Of The Company Have The Right To
Inspect The Register Of Members (May 2018)
Due To Heavy Rains And Floods Chennai Handloom Limited Was Unable To Convene Annual
General Meeting Up To 30th September 2017 The Company Has Not Filed The Annual
Financial Statements Of The Annual Return As The Directors Of The Company Are Of The
View That Since The Annual General Meeting Did Not Take Place The Period Of 60 Days For
Filing Of Annual Return Is Not Applicable And Thus There Is No Contravention Of Section 92
Of The Companies Act 2013 .Discuss Whether The Contention Of The Directors Is Correct
(Nov 2018)
 Who Are Entitled To Get Notice For The General Meeting Called By A
Public Limited Company Registered Under The Companies Act 2013, Does
The Non Receipt Of A Notice Of The Meeting By Anyone Entitled To Such
Notice In Validate The Meeting And The Resolution Passed Their At What
Would Be Your Answer In Case The Omission To Give Notice To A Member
Is Only Accidental Omission (Nov 2006, Rtp)
 S Limited Convene It Board Of Directors Meeting On 1st August 2008 During The
Course Of The Meeting The Date For Calling Annual General Meeting Was Discussed
But, No Decision Could Be Taking On It . In The Meeting However The Secretary Of The
Company Issued The Notice For Calling The Annual General Meeting Of The
Shareholders Without Taking Any Authority From The Board Of Directors State Who Is
The Proper Authority To Issue The Notice For Calling The Annual General Meeting And
To Whom Such Notice Is To Be Given (Nov 2008)
 Dev Limited Issued A Notice For Holding Of Its Annual General Meeting On 7th November 2005 The
Notice Was Posted To The Members On 16th October 2005 Some Members Of The Company alege That
The Company Had Not Complied With The Provisions Of The Companies Act 2013 With Regard To The
Period Of Notice And Assess The Meeting Was Not Validly Called Referring To The Provisions Of The Act
Decide-
1) Whether The Meeting Has Been Validly Called
2) If There Is A Shortfall In The Number Of Days By Which The Notice Falls Short Of The Statutory
Requirement State And Explain By How Many Days The Notice For Short Of The Statutory
Requirement .
3)Can The Shortfall If Any Be Condoned (Nov 2005)
Xyz Limited Called Its Annual General Meeting On 28 September 2007 The
Notice Of The Meeting Was Posted On 6th September 2007 With
Reference To The Provisions Of The Companies Act 2013 Examine
Whether The Notice Given By The Company Was Valid (2007 May)
 H Company Limited Served A Notice Of General Meeting Upon Its
Shareholders .The Notice Stated That The Issue Of Sweat Equity Shares
Would Be Considered As Such Meeting Mr A Shared Holder Of H Company
Limited Complaints That The Issue Of Sweat Equity Shares Was Not
Specified For Early In The Notice .
Is The Notice Issued By A Company Limited Regarding Issue Of Sweat
Equity Shares Valid According To The Provisions Of The Companies Act
2013 Explain Fully (Nov 2009,rtp)
Om Limited Served A Notice Of General Meeting Upon Its Members The
Notice Stated That The Following Resolutions Will Be Considered At Such
Meeting-
1) Resolution To Increase Authorised Share Capital Of The Company.
2) 2) Appointment And Fixation Of The Remuneration Of Mr Pratik As
The Auditor Certificate Holder Complained That The Amount Of The
Proposed Increase And The Demonstration Was Not Specified In The
Notice Is The Notice Valid Under The Provisions Of The Companies Act
2013 (Nov 2019)
State Giving Reasons Why The Following Statement Is Correct Or Incorrect
Quorum For General Meeting For Public Company When Members Are
Not More Than Thousand Is 5 Members Personally Present (May 2016)
Explain the provisions of the Companies Act, 2013 relating to quorum for
general meeting of a public company having total 30members, of which,
two members are bodies corporate and one member is the President of
India.
Whether the representatives appointed by body corporate and President
of India to participate in the general meeting shall be counted for quorum
and can such representatives cast vote at that general meeting? (May
2019)
 Answer The Following Question: The Annual General Meeting Of KMP
Limited Was Held On 30th April, 2015. The Articles Of Association Of The
Company Is Silent Regarding The Quorum Of The General Meeting. Only
Ten Members Were Personally Present In The Above Meeting, Out Of The
Total Two Thousand Seven Hundred Fifty Members Of The Company. The
Chairman Adjourned The Meeting For Want Of Quorum. Referring To The
Provisions Of The Companies Act, 2013, Examine The Validity Of
Chairman's Decision. (2015 May)
KMN Ltd. scheduled its annual general meeting to be held on 11" March,2018 at 11:00
A.M. The company has 900 members. On 11th March, 2018 following persons were
present by 11:30 A.M.(1) P1, P2 & P3 shareholders (2) P4 representing ABC Ltd.(3) P5
representing DEF Ltd. (4) P6 & P7 as proxies of the shareholders
(i) Examine with reference to relevant provisions of the Companies Act, 2013,
whether quorum was present in the meeting.
(ii) What will be your answer if P4 representing ABC Ltd., reached in the meeting after
11:30 A.M.?
(iii)In case lack of Quorum, discuss the provisions as applicable for an adjourned
meeting in terms of date, time & place.
(iv) What happens if there is no Quorum in the Adjourned meeting? (Nov 2018)
 Examine the validity of the following with reference to the relevant
provisions of the Companies Act, 2013:
The Board of Directors of Shrey Ltd. called an extraordinary general
meeting upon the requisition of members. However, the meeting was
adjourned on the ground that the quorum was not present at the
meeting. Advise the company. (Rtp)
State whether the following statement is true or false :
Proxy has no right to speak at the general meeting of a
company.
( 2007 nov)
Annual, General Meeting Of MGR Limited Is Convened On 28th
December, 2008. Mr. J, Who Is A Member Of The Company,
Approaches The Company On 28th December, 2008 And
Demands Inspection Of Proxies Lodged With The Company.
Explain The Legal Position As Stated Under The Companies Act,
2013 In This Regard. (2009 May, Rtp)
K, a member of MNO Limited, appoints L as his proxy to attend
the general meeting of the company. Later he (K) also attends
the meeting. Both K (the member) and L (the proxy) voted on a
particular resolution in the meeting. K's vote was declared
invalid by the chairman stating that since he has appointed the
proxy and L's vote has been considered as valid. K objects to the
decision of the Chairman. Decide, under the provisions of the
Companies Act, 2013 whether K's objection shall be
tenable.(2010 may)
 Answer the following-
A, a shareholder, of a company, appointed B, as a proxy, to
attend the general meeting of the shareholders. Later on, A,
himself, attended the meeting and voted on a resolution.
Decide, whether A can do so?(2013 may)
 A General Meeting was scheduled to be held on 15th April, 2016 at 4.00 P.M. As per the notice the
members who are unable to attend the meeting in person can appoint a proxy and the proxy forms duly
filled should be sent to the company so as to reach at least 48 hours before the meeting. Mr. X. a
member of the company appoints Mr. Y as his proxy and the proxy form dated 10-04-2016 was
deposited by Mr. Y with the company at its Registered Office on 11-04-2016. However, Mr. X changes
his mind and on 12-04-2016 gives another proxy to Mr. Z and it was deposited on the same day with the
company. Similarly, another member Mr. W also gives two separate proxies to two individuals named
Mr. M and Mr. N. In the case of Mr. M, the proxy dated 12-04-2016 was deposited with the company on
the same day and the proxy form in favour of Mr. N was deposited on 14-04-2016. All the proxies viz., Y,
Z, M and N were presentbefore the meeting. According to the provisions of the Companies Act, 2013,
who would be the persons allowed to represent at proxies for members X and W respectively? (May
2017)
A company received a proxy form 54 hours before the time fixed
for the start of the meeting. The company refused to accept the
proxy form on the ground that the Articles of the company
provided that a proxy form must be filed 60 hours before the
start of the meeting. Define proxy and decide under the
provisions of the Companies Act, 2013, whether the proxy holder
can compel the company to admit the proxy in this case?( 2021
jan)
Explain the concept of electronic voting system as provided by
the companies act 2013 (may 2015)
 SV Technologies Limited is proposing to convene a General
Meeting of its members. Explain briefly the provisions of the
Companies Act, 2013 relating to the procedure to be followed
for transacting business of the general meeting through "postal
ballot". ( Nov 2016, rtp)
 If a member of a listed company who has casted his vote
through electronic voting can attend general meeting of the
company and change his vote subsequently and can he appoint
a proxy? ( May 2015)
 The articles of ABC Limited provided that only those
shareholders would be entitled to vote whose names have been
there on the Register of Members for two months before the
date of the meeting. X' a member, of the ABC Limited was
holding 200 equity shares of the company. (May 2009)
 The articles of ABC Limited provided that only those shareholders would be entitled to vote whose
names have been there on the Register of Members for two months before the date of the meeting. X'
a member, of the ABC Limited was holding 200 equity shares of the company. X transferred his shares
to Y before one month from the date on which the meeting was due. The name of Y could not be
entered in the Register of Members as the application of transfer of shares was pending. X attended the
meeting but he was prohibited by the company from exercising his voting right on the ground that he
has not hold his shares for specified period as provided in the articles before the date of the meeting.
State whether X can exercise his voting right in the meeting? State also the grounds upon which X may
be excluded from exercising his voting rights in the meeting of the shareholders.(May 2009)
J held 100 partly paid up shares of LKM Limited. The company asked him
to pay the final call money on the shares. Due to some unavoidable
circumstances he was unable to pay the amount of call money to the
company. At a general meeting of the shareholders, the chairman
disallowed him to caste his vote on the ground that the articles do not
permit a shareholder to vote if he has not paid the calls on the shares
held by him. J contested the decision of the Chairman. Referring to the
provisions of the Companies Act, 2013 decide whether the contention of J
is valid.(May 2010)
'X' a member of LKM Ltd. is holding 250 shares, which are partly
paid. The company held its general meeting where voting right
was denied to 'X' claiming he has not paid the calls on the
shares held by him. Examine the validity of company's denial to
'X' with reference to the relevant provisions of the Companies
Act, 2013, assuming that Articles of association of the Company
do not restrict the voting right of such members.(Nov 2018)
 Examine the validity of the following decisions of the Board of
Directors with reference of the provisions of the Companies Act,
2013.
In an Annual General Meeting of Vrinda Ltd. having share
capital, 801 members present in person or by proxy holding
more than 1/10th of the total voting power, demanded for poll.
The chairman of the meeting rejected the request on the ground
that only the members present in person can demand for
poll.(Rtp)
 Pick Out The Correct Answer From The Following And Give
Reasons:which One Of The Following Required Ordinary
Resolution ?
1. To Change The Name Of The Company
2. 2. To Alter The Articles Of Association3. To Reduce The Share
Capital 4. To Declare Dividends.(May 2010)
State whether the following statement is correct or incorrect: A
special resolution is one to pass, where the votes cast in favour
must be twice the votes cast against it.(Nov 2013)
Explain the provisions of the Companies Act, 2013 relating to
"Resolutions requiring Special Notice".
State the resolutions that require "Special Notice" under the
Act. (May 2016- May 2017)
Give the points of distinction between ordinary resolution and
special resolution. (May 2019)
 Developers Ltd. hold a General Meeting of shareholders for
passing a special resolution regarding alteration of Articles of
Association. Out of the members present in the meeting 20
voted in favour, 4 against and 8 members did not vote and
remained absent from voting. The Chairman of the meeting
declared the resolution as passed. Is it a valid resolution as per
the provisions of the Indian Companies Act, 2013?( Nov 2008)
 Benson Limited issued a notice with the agenda for nine
businesses to be transacted in the Annual General Meeting (two
businesses were regarding appointment of Mr. Sahu and Mr.
Pranav as directors). The chairman decided to move the
resolutions for all the nine businesses together to save the time
of the members present. Examine the validity of the resolutions.
( May 2018)
 MN Limited held its Annual General Meeting on 27th March,
2008. Mr. M, the Chairman of the said meeting died on 1st April,
2008, when minutes of the annual general meeting were not yet
recorded and signed. How would you deal with the situation?
Would your answer be different in case the meeting held on
27th March, 2008 was a Board meeting? (May 2008)
In a General Meeting of PQR Limited, the Chairman directed to
exclude certain matters detrimental to the interest of the
company from the minutes. M, a shareholder contended that
the minutes of the meeting must contain fair and correct
summary of the proceedings thereat. Decide, whether the
contention of M is maintainable under the provisions of the
Companies Act, 2013? (Nov 2010, May 2017, Rtp)
 Veena Ltd. held its Annual General Meeting on September 15,
2018. The meeting was presided over by Mr. Mohan Rao, the
Chairman of the Company's Board of Directors. On September
17, 2018, Mr. Mohan Rao, the Chairman, without signing the
minutes of the meeting, left India to look after his father who
fell sick in London. Referring to the provisions of the Companies
Act, 2013, state the manner in which the minutes of the above
meeting are to be signed in the absence of Mr. Mohan Rao and
by whom? (Jan 2021)
 Answer the following:DescriptiveState the ordinary business
which may be transacted at an Annual General Meeting of a
public limited company incorporated under the Companies Act,
2013. (May 2017)
 Which matters are considered to be "Ordinary" matters at the
Annual General Meeting of a company? What kind of resolution
is required to be passed for 'ordinary business' and for 'special
business' in an Annual General Meeting under the Companies
Act, 2013? (May 2014, RTP)
 PQ Limited is a public company having its registered office in Mumbai. It has 3680 members. The
company sent notice to all its members for its Annual General Meeting to be held on 2nd September
2019 (Monday) at 11:00 AM at its registered office. On the day of meeting there were only 12 members
personally present upto 11:30 AM. The Chairman adjourned the meeting to same day in next week at
the same time and place. On the day of adjourned meeting only 10 members were personally present.
The Chairman initiated the meeting after 11:30 AM and passed the resolutions after discussion as per
the agenda of the meeting given in the notice. Comment whether the AGM conducted after
adjournment is valid or not as per the provisions of section 103 of Companies Act 2013 by explaining
the relevant provisions in this regard. What would be your answer in the above case if PQ Limited is a
Private company ? (Nov 2020)
State the provisions of the Companies Act regarding calling and
holding an extraordinary general meeting with respect to:
Number of members entitled to requisition a meeting.
(May 2005)
 SEC 42

1. It means a specific offer of securities

made to identified persons to subscribe
the securities of company

CA CS MOHIT AGARWAL
 SEC 42

2. The Persons To Whom Private

Placement Shall Be Made Are Identified
By BOD And Approved By Shareholders
By Passing SR In GM

CA CS MOHIT AGARWAL
 SEC 42

3. Private placement offer shall be made

to identified persons in Form PAS 4 and
details of those identified persons shall
be maintained in register in form PAS 5

CA CS MOHIT AGARWAL
 SEC 42

4. Maximum number of persons to whom such

private placement offer can be made in a
financial year cannot exceed 50 or such higher
number of persons as may be prescribed by
rules [rules have prescribed 200 persons]
therefore current limit is 200 persons.

CA CS MOHIT AGARWAL
 SEC 42

5. Private placement made to qualified

institutional buyers (example mutual fund
company, banks, insurance company, PFI,
venture capitalist) and employees are not
counted in limit of 200.

CA CS MOHIT AGARWAL
 SEC 42

6. If offer is made to more than 200

persons in a FY then it will deemed to be
a public issue.

CA CS MOHIT AGARWAL
 SEC 42
NO
7. Cash Is Allowed In Case Of
Private Placement . I.E,
Proceeds Must Be Received
Only Through Banking
Channels

8. Advertisement Of Private
Placement Is Allowed

CA CS MOHIT AGARWAL
 SEC 42
NO
9. Renounciation Of
Private Placement
Offer Is Allowed
10. New Private Placement
Is Allowed Unless Private
Placement Allotment Is
Done Or Previous Private
Placement Is Abandoned.

CA CS MOHIT AGARWAL
 SEC 42

11. Allotment shall be made within 60 days of

receipt of application money failing which
entire money must be refunded back within
next 15 days failing which interest @ 12% p.a
will be charged from the expiry of 60th day of
receipt of application money

CA CS MOHIT AGARWAL
 SEC 42

12. Company cannot use the proceeds of

private placement & shall be kept in a
separate scheduled bank A/c (escrow A/c)
until & unless allotment is made and return of
allotment is submitted to ROC

CA CS MOHIT AGARWAL
 SEC 42

HOWEVER, NOTHING SHALL PREVENT CO. FROM

USING ABOVE MONEY FOR-

REFUND, OR
ADJUSTMENT
TOWARDS
ALLOTMENT

CA CS MOHIT AGARWAL
 SEC 42

13. Co. Shall Submit Return On Allotment In

Form PAS-3 Within 15 Days Of Allotment
Containing Details Of Allotees, Securities
Issues, Amount Received , Etc

CA CS MOHIT AGARWAL
 SEC 42

PENALTIES FOR NOT SUBMITTING PAS 3-

COMPANY , EVERY PROMOTER & DIRECTOR

LIABLE TO PAY PENALTY 1000/DAY BUT
SUBJECT TO MAXIMUM 25 LACS.

CA CS MOHIT AGARWAL
 14. FOR CONTRAVENTION
CO, PROMOTERS, DIRECTORS
SHALL BE LIABLE TO PENALTY
OF
AMOUNT RECEIVED BY PRIVATE
PLACEMENT
0R
2 CRORES , WHICHEVER IS LOWER
CO. SHALL ALSO BE LIABLE
TO REFUND ENTIRE
AMOUNT OF PRIVATE
PLACEMENT WITHIN 30
DAYS OF PENALTY’S ORDER
TOGETHER WITH INTEREST
@ 12% P.A FROM EXPIRY OF
60TH DAY OF RECIEPT OF
APPLICATION MONEY
CA CS MOHIT AGARWAL
 SEC 23
TYPES OF
ISSUE

PUBLIC RIGHTS & PRIVATE

ISSUE BONUS ISSUE PLACEMENT
ONLY DONE BY PUBLIC CO. BY BOTH PUBLIC & PVT CO.

BY BOTH PUBLIC & PVT CO.

CA CS MOHIT AGARWAL
 SEC ISSUE
PUBLIC 23

INITIAL PUBLIC FURTHER PUBLIC OFFER FOR

OFFER (IPO) OFFER/ FOLLOW SALE (OFS)
ON PUBLIC OFFER
(FPO)
WHEN SHARES ARE WHEN SHARES ARE
OFFERED TO PUBLIC FOR WHEN SHARES ARE SOLD TO PUBLIC BY CO.
1ST TIME OFFERED TO OR BEHALF OF
PUBLIC EXISTING
SUBSEQUENTLY SHAREHOLDERS LIKE
PROMOTERS OF
COMPANY.

CA CS MOHIT AGARWAL
 SEC 24 – POWERS OF SEBI
COMPANY

LISTED CO. OR AN UNLISTED CO. UNLISTED

WHICH HAS APPLIED FOR LISTING TO A COMPANY
RECOGNISED STOCK EXCHANGE

ON ALL MATTERS
FOR OTHER FOLLOW THE
FOR MATTERS RELATED TO ISSUE & MATTERS COMPANIES ACT 2013 &
TRASNFER OF SECURITIES,NON CG’S RULES
PAYMENT OF DIVIDEND
FOLLOW COMPANIES
FOLLOW SEBI
ACT 2013 & CG’S RULES
CA CS MOHIT AGARWAL
 PROSPECTUS IS A WRITTEN
INVITATION TO PUBLIC TO
SUBSCRIBE THE SECURITIES
OF COMPANY.

TYPES OF
PROSPECTUS

ABRIDGED SHELF RED HERRING DEEMED

PROSPECTUS PROSPECTUS PROSPECTUS PROSPECTUS

CA CS MOHIT AGARWAL
IT IS A CONDENSED PROSPECTUS CONTAINING
SALIENT FEATURES AS PRESCRIBED BY SEBI.

IT CONTAINS ALL IMPORTANT INFORMATION

BUT IN CONCISE MANNER.

CA CS MOHIT AGARWAL
 ITS COMPULSORY FOR EVERY CO. TO ANNEX
ABRIDGED PROSPECTUS WITH APPLICATION
FORM GIVEN TO PUBLIC TO SUBSCRIBE THE
SECURITIES OF CO. & IT SHALL BEAR THE SAME
SERIAL NO. AS IN APPLICATION FORM.

CA CS MOHIT AGARWAL
 ANY DEFAULT IN ANNEXING ABRIDGED
PROSPECTUS THEN CO. & OFFICER IN DEFAULT
SHALL BE LIABLE TO PENALTY OF RS. 50,000/
DEFAULT

CA CS MOHIT AGARWAL
ABRIDGED PROSPECTUS IS NOT REQUIRED TO
BE GIVEN IN 2 CASES:-

WHEN IT IS BEING OFFERED TO UNDERWRITER

WHEN IT IS BEING OFFERED TO PROMOTERS

OR QIBs

CA CS MOHIT AGARWAL
 1. Shelf prospectus means of prospectus
containing details of securities to be issued in
tranches i.e more than one issue over a period
of time without issuing prospectus again.

2. . Only Companies Approved By Sebi Can

Issue Shelf Prospectus.

CA CS MOHIT AGARWAL
 3. Company can bring public issues as
mentioned in Shelf prospectus for next 1 year
without issuing prospectus again.

CA CS MOHIT AGARWAL
 4. However, Co Shall Have To Submit Information
Memorandum.
i.e, PAS 2 To ROC Within 30 Days Prior To Subsequent
Issue Containing Details About

Material changes
New charges
in the financial
created
position of co.

CA CS MOHIT AGARWAL
1. It is an incomplete prospectus and does not
contain details of:-

Quantum Of
Securities To Be Issue Price
Issued

CA CS MOHIT AGARWAL
 2.Copy of Red herring Prospectus must be
submitted to ROC at least 3 days prior to
opening of subscription.

3. Any variation between Red herring

Prospectus and prospectus should be
highlighted as variation in prospectus otherwise
it will be treated as fraud u/s 447

CA CS MOHIT AGARWAL
If company appoints an issuing house to comply
all formalities relating to public issue and
issuing house (agency) shall issue securities to
public on behalf of company and also comply all
legal formalities.

CA CS MOHIT AGARWAL
 Even the underwriters will be appointed by
issuing house and prospectus will also be issued
by deemed prospectus which will be signed by

At least 50% At least 2 Directors,

partners if issuing OR if issuing house is a
house is a Firm Co.

CA CS MOHIT AGARWAL
 MIS STATEMENT IN PROSPECTUS

Means An Untrue Statement In The

Form Or Context In Which It Is Included
In Prospectus Or Omission Of Material
Fact Which Misleads The Public.

CA CS MOHIT AGARWAL
 MIS STATEMENT IN PROSPECTUS
LIABILITY FOR MIS-STATEMENT IN PROSPECTUS
CRIMINAL LIABILITY
Sec 34
Mens Rea . I.E, Guilty Mind Is
Essential For Criminal Liability To
Attract
CIVIL LIABILITY
Sec 35
Mens Rea May Or May Not Be
There.
Civil Laibility Arises When Because
Of Mis-statement In Prospectus
Any Person/ Public Have Suffered
Loss.
CA CS MOHIT AGARWAL
LIABILITY FOR MIS-STATEMENT IN PROSPECTUS

CRIMINAL LIABILITY CIVIL LIABILITY

FRAUD U/S 447 WILL BE DAMAGES TO THE EXTENT

ATTRACTED OF LOSS WILL BE PAID

ONLY THE PERSONS WHO CO. , PROMOTERS & ALL

AITHORISED ISSUE OF THOSE PERSONS WHO
SUCH PROSPECTUS SHALL AUTHORISED ISSUE OF
BE LIABLE PROSPECTUS SHALL BE
LIABLE.

CA CS MOHIT AGARWAL
 LIABILITY FOR MIS-STATEMENT IN PROSPECTUS

CRIMINAL LIABILITY CIVIL LIABILITY

EXCEPTIONS
▪WHEN MIS- STATEMENT IN
PROSPECTUS IS IMMATERIAL
▪TILL THE TIME OF ISSUE OF
PROSPECTUS IF THE PERSON
BELIEVED THAT WHATEVER IS
MENTIONED IN PROSPECTUS IS
CORRECT OR OMMISSION WAS
NECESSARY
▪WHEN DIRECTOR WAS NOT AWARE
ABOUT SUCH ISSUE OF PROSPECTUS
& WHEN HE BECAME AWARE HE
IMMEDIATELY ISSUED A PUBLIC
NOTICE THAT HE WAS UNAWARE.
▪WHEN A PERSON GAVE THE
CONSENT TO ACT AS A DIRECTOR
BUT WITHDRAW IT BEFORE ISSUE OF
PROSPECTUS

CA CS MOHIT AGARWAL
 RELATED CASE LAWS
REX VS LORD KYLSANT
IN IT COMPANY MENTIONED IN ITS PROSPECTUS THAT
IT HAS BEEN DISTRIBUTING DIVIDEND FOR PAST FEW
YEARS BUT FAIL TO MENTION THAT THEY WERE
DISTRIBUTED FROM CAPITAL PROFIT AND ACTUALLY
COMPANY WAS HAVING LOSSES.

COURT HELD THAT ITS MISSTATEMENT IN PROSPECTUS

AND BOTH CRIMINAL AND CIVIL LIABILITY ATTRACTED

CA CS MOHIT AGARWAL
 RELATED CASE LAWS
PEEK VS GURNEY
A brought the shares from stock exchange shares
were partly paid up later on misstatements proved in
prospectus.

Can A Sue Company For Mis-statement?

No Because It Did Not Buy From Company
Will A Be Liable To Pay Call Money?
Yes, When Company Make Call.

CA CS MOHIT AGARWAL
 SECTION 36

Any person who fraudulently induces to invest

money in co by making false statements,
deception, omission of material facts shall be
liable for Fraud u/s 447

CA CS MOHIT AGARWAL
 SECTION 37

Any person or group of persons who are

aggrieved due to mis-statements can take
action u/s 34 or 35 or 36

CA CS MOHIT AGARWAL
 SECTION 38

Any person who makes an application in

fictitious name/names shall be liable for fraud
u/s 447.

CA CS MOHIT AGARWAL
 SECTION 39
ALLOTMENT OF SECURITIES

Allotment means acceptance of

application by a person to subscribe the
securities of company.

CA CS MOHIT AGARWAL
 SECTION 39
Following conditions must be satisfied
related to allotment failing which it shall
be treated as an irregular allotment:-

CA CS MOHIT AGARWAL
1. Minimum amount of subscription
mentioned in the prospectus (at least
90% of the issue size) must be
subscribed by public.

CA CS MOHIT AGARWAL
2. Min application money cannot be
less than 5% of face value or any
other sum as specified by SEBI
(i.e 25% x issue price in case of listed
co has been specified by SEBI)

CA CS MOHIT AGARWAL
3. Min subscription must be achieved
by co within 30 days of issue of
prospectus failing which entire
amount received must be refunded
back within 15 days of closure of
issue failing which co and every
other officer in default shall be liable
to refund with int@15% p.a

CA CS MOHIT AGARWAL
 4. Co shall submit return of
Allotment in Form PAS 3 within 30
days of allotment (in private
placement u/s 42 it was 15 days)

CA CS MOHIT AGARWAL
5. If any default then co and every
other officer in default liable to
penalty 1000/day or Rs 1 lac
whichever is less

CA CS MOHIT AGARWAL
SEC 40 APPLICATION TO STOCK EXCHANGE , ETC

Every Company Shall Make An

Application For Listing To A Recognised
Stock Exchange Before A Public Issue Of
Securities
The Names Of Stock Exchange Listing
Application Has Been Made By Company
Must Be Mentioned In The Prospectus

CA CS MOHIT AGARWAL
SEC 40 APPLICATION TO STOCK EXCHANGE , ETC

Application Money Received Shall Kept In

A Separate Schedule Bank Account And
Listing Approval And Allotment Is Done
Till Then Such Money Can Be Used Only For

❖ Refund
❖ Adjustment Towards Allotment

CA CS MOHIT AGARWAL
SEC 40 APPLICATION TO STOCK EXCHANGE , ETC

If Any Of The Stock Exchange Where

Listing Application Was Made With The
Listing Application And Their Application
Money Must Be Refunded

CA CS MOHIT AGARWAL
 SEC 40 APPLICATION TO STOCK EXCHANGE , ETC
ANY CONTRAVENTION OF ABOVE PROVISIONS-

COMPANY OFFICERS IN DEFAULT

MIN FINE 5 LACS 50,000

MAX FINE 50 LACS 3,00,000

CA CS MOHIT AGARWAL
SEC 40 APPLICATION TO STOCK EXCHANGE , ETC
UNDERWRITING COMMISSION SHALL BE PAID BY CO.AS MAY
BE PRESCRIBED-
RULE 3 OF COMPANIES ( PROSPECTUS AND ALLOTMENT OF
SECURITIES ) RULES, 2014-

UNDERWRITING COMMISSION CAN BE

PAID BY CO. TO UNDERWRITERS ONLY IF
ARTICLES AUTHORISE

SUCH COMMISSION WILL BE PAID OUT OF

❑ISSUE PROCEEDS , OR
❑PROFITS OF COMPANY
CA CS MOHIT AGARWAL
SEC 40 APPLICATION TO STOCK EXCHANGE , ETC

MAXIMUM UNDERWRITING
COMMISSION

IN CASE OF IN CASE OF
SHARES DEBENTURES

5 % * ISSUE 2.5 % * ISSUE

PRICE, PRICE
OR ARTICLES, OR ARTICLES,
WHICHEVER IS WHICHEVER IS
LOWER LOWER
CA CS MOHIT AGARWAL
SEC 40 APPLICATION TO STOCK EXCHANGE , ETC

PROSPECTUS ISSUED BY COMPANY

SHALL MENTION THE FOLLOWING-

NAME OF DETAILS OF
UNDERWRITER UNDERWRITING
COMMISSION

DETAILS OF SECURITIES
OFFERED TO PUBLIC WHICH
HAVE BEEN UNDERWRITTEN
BY COMPANY.
CA CS MOHIT AGARWAL
SEC 41:-

GDR

CA CS MOHIT AGARWAL
 1. Prospectus Issued By A Public Company Private
Company Cannot Issue Prospectors Shall Contain Such
Details As May Be Specified By SEBI In Consultation
With CG.

AND IT SHALL ALSO CONTAIN A DECLARATION THAT COMPANY

IS MAKING THE PUBLIC ISSUE BY COMPLETING THE
REQUIREMENTS OF THIS ACT , SEBI ACT 1992 AND SECURITIES
CONTRATCT REGULATION ACT 1996

CA CS MOHIT AGARWAL
 2. EXCEPTIONS:- NOTHING IN SEC
26(1)SHALL APPLY TO-

Issue Of Securities
Made To Existing Issue Of Securities
Members Or Having Uniform Rights
Debenture Holders With Securities Already
Or Right Issue Under Issued And Listed On
Section 62 RSE
CA CS MOHIT AGARWAL
3. Prospectus Can Be Issued By Company At The
Time Of Its Formation Or Even Subsequently
When New Public Issue Is Brought

4. No Prospectus Shall Be Issued To Public

Without Filing It Without ROC

CA CS MOHIT AGARWAL
5.Expert’s Consent If Any Related To Any Matter
Can Be Mentioned In Prospectus Provided That
He Has Not Withdrawn Such Consent Before
Filing Of Prospectus With Roc

6. Prospectus Is Issued To Public And Mention

That A Copy Of It Has Been Filed With Roc.

CA CS MOHIT AGARWAL
 7. OMMITTED

8. Prospectus Must Be Issued To Public Within

90 Days From The Date Of Its Filing With ROC
Otherwise It Shall Be Invalid.

CA CS MOHIT AGARWAL
 9. Fine for contravention

COMPANY OFFICER IN DEFAULT

MIN FINE 50,000 50,000

MAX FINE 3 LACS 3 LACS

CA CS MOHIT AGARWAL
 SEC 27
VARIATION IN TERMS OR OBJECTS MENTIONED IN
PROSPECTUS

PUBLISH GIVE AN EXIT OPPROTUNITY

PASS TO THE DISSENTING
ADVERTISEMENT
SR IN GM IN SHAREHOLDERS BY MAKING
FORM PAS 1 IN 2 PROMOTERS OR
NEWSPAPERS SHAREHOLDERS HAVING
CONTROL PURCHASE THE
SHARES OF DISSENTING
SHAREHOLDERS AT FAIR VALUE

CA CS MOHIT AGARWAL
 OFFER FOR SALE
(REFER CHART U/S 23)

PUBLIC ISSUE OF SHARES BE MADE

IN DEMAT FORM & NOT PHYSICALLY

CA CS MOHIT AGARWAL
 WHEREVER, CO. PUBLISHES
ADVERTISEMENT OF PROSPECTUS , IT
SHALL ALSO MENTION CONTENTS OF
ITS MOA LIKE OBJECT, LIABILITY OF
MEMBERS, CAPITAL STRUCTURE,
DETAILS OF SIGNATORIES & SHARES
SUBSCRIBED BY THEM.

CA CS MOHIT AGARWAL
CA CS MOHIT AGARWAL

CHARGE MEANS RIGHT OF A CREDITOR ON THE

ASSET OF COMPANY.
CA CS MOHIT AGARWAL

SEC 77 REGISTRATION OF CHARGE WITH ROC

CHARGE ONCE CREATED ON ANY PROPERTY OR

ASSET OR UNDERTAKING WHETHER IN OR OUTSIDE
INDIA, OF THE COMPANY MUST BE REGISTERED
WITH ROC BY SUBMITTING-

FORM CHG 1
(FOR OTHER THAN FORM CHG 9
DEBENTURE) (FOR DEBENTURE)
CA CS MOHIT AGARWAL

SEC 77 REGISTRATION OF CHARGE WITH ROC

ALONG WITH INSTRUMENT (CONTRACT) CREATING

THE CHARGE WITHIN THE FOLLOWING TIME LIMITS:-

CHARGE CREATED ON OR
AFTER 2.11.18 CHARGE CREATED
(COMMENCEMENT OF THE BEFORE 2.11.18
COMPANIES AMENDMENT
ACT 2019)
CA CS MOHIT AGARWAL

SEC 77 REGISTRATION OF CHARGE WITH ROC

CHARGE CREATED ON OR AFTER 2.11.18

(COMMENCEMENT OF THE COMPANIES
AMENDMENT ACT 2019)
30 DAYS REGISTER
WITH NORMAL FEES
NEXT 30 DAYS
REGISTER WITH
ADDITIONAL FEES
NEXT 60 DAYS
REGISTER WITH
ADVALOREM FEES
CA CS MOHIT AGARWAL

SEC 77 REGISTRATION OF CHARGE WITH ROC

CHARGE CREATED BEFORE 2.11.18

30 DAYS REGISTER
WITH NORMAL FEES
CREATION OF CHARGE 300 DAYS (FROM
CREATION ) REGISTER
WITH ADDITIONAL
FEES

6 MONTHS FROM 2.11.18 ,

WHICHEVER IS LATER
CA CS MOHIT AGARWAL

IF COMPANY FAILS TO REGISTER THE CHARGE

WITHIN 30 DAYS OF CREATION OF CHARGE,

THEN CHARGEHOLDER ALSO GETS AN OPTION

TO REGISTER SUCH CHARGE WITH ROC BY
SUBMITTING CHG-1/9 AS THE CASE MAYBE
ALONG WITH INSTRUMENT CREATING THE
CHARGE ON PAYMENT OF ADDITIONAL FEES OR
ADVALOREM FEES.
CA CS MOHIT AGARWAL

Such Fees Paid By Charge holder Can Be

Recovered By Him From Company.
Co. On Application Made By Charge holder
Before Registering Such Charge Will Issue A Show
Cause Notice To Company Giving 14 Days Time To
Reply Why The Charge Should Not Be Registered.

If No Reply / No Satisfactory Reply Is Received

Roc Shall Register The Charge
CA CS MOHIT AGARWAL

SEC 79- MODIFICATION OF CHARGE

WHENEVER ANY TERMS & CONDITIONS OF LOAN
BETWEEN COMPANY & CHARGEHOLDER GETS CHANGED,
ITS CALLED MODIFICATION OF CHARGE. EXAMPLES:-

CHANGE IN INTEREST RATE

(OTHER THAN BANK OR LOAN INTEREST RATE)

CHANGE IN REPAYMENT SCHEDULE OF LOAN

CHANGE IN TENURE OF LOAN

PARTIAL REPAYMENT OFLOAN

CA CS MOHIT AGARWAL

SEC 79- MODIFICATION OF CHARGE

MODIFICATION OF CHARGE SHALL BE REGISTERED WITH
ROC IN SAME MANNER JUST LIKE CREATION OF CHARGE
WAS REGISTERED U/S 77

ROC SHALL ISSUE

CREATION MODIFICATION OF
OF CHARGE CHARGE

FORM CHG 2 FORM CHG 3

CA CS MOHIT AGARWAL

SEC 86- CONSEQUENCES OF NON

REGISTRATION OF CHARGE

CONTRACT OF CHARGE BECOMES VOID

THE CHARGEHOLDER BECOMES UNSECURED

CONTRACT OF LOAN IS HOWEVER STILL VALID

PENALTY ON CO IS RS. 5 LAKHS ON OFFICER IN

DEFAULT RS.50,000
CA CS MOHIT AGARWAL

SEC 80 :-

ONCE CHARGE IS REGISTERED WITH

ROC, IT’S A DEEMED NOTICE TO
PUBLIC
CA CS MOHIT AGARWAL

SEC 86- CONSEQUENCES OF NON

REGISTRATION OF CHARGE

HOWEVER IF KNOWINGLY THE

CHARGE WAS NOT REGISTERED,
THEN EVERY OFFICER IN DEFAULT
SHALL BE LIABLE FOR FRAUD U/S
447 OF THE COMPANIES ACT 2013.
CA CS MOHIT AGARWAL

SEC 81

ROC SHALL MAINTAIN A REGISTER OF

CHARGES FOR ALL COMPANIES ON MCA’S
WEBSITE
CA CS MOHIT AGARWAL

SEC 82
SATISFACTION OF CHARGE
Once Co. Repays The Loan Amount Of
Charge holder In Full, The Charge Gets
Satisfied & Co. Will Apply To Roc For
Registration Of Satisfaction Of Charge
Within
30 DAYS OF SATISFACTION IN FULL IN
FORM CHG 4
(FOR IFSC COMPANIES ITS 300 DAYS INSTEAD
OF 30 DAYS)
CA CS MOHIT AGARWAL

SEC 82
SATISFACTION OF CHARGE

IF CO. FAILS TO APPLY WITHIN ABOVE 30 DAYS

THEN IT CAN APPLY WITHIN 300 DAYS FROM
SATISFACTION FOR ITS REGISTRATION TO ROC BY
SUBMITTING
FORM N0. CHG 10.

I.E, REASON OF DEALY & CHG-4 FOR

REGISTRATION OF SATISFACTION
CA CS MOHIT AGARWAL

SEC 82
SATISFACTION OF CHARGE

IF CO. FAILS TO APPLY WITHIN ABOVE 300 DAYS ,

THEN IT CAN APPLY TO CG(RD) FOR ITS
CONDONATION OF DELAY IN FORM CHG-8.

IF CG CONDONES THE DELAY THEN CO. SHALL

SUBMIT INC-28 ALONG WITH CHG-4 TO ROC FOR
REGISTRATION OF SATISFACTION OF CHARGE. (SEC
87)
CA CS MOHIT AGARWAL

SEC 82
SATISFACTION OF CHARGE

FURTHER AS PER SEC 82 ROC ON RECEIVING

APPLICATION FROM CO.
FOR SATISFACTION OF CHARGE,

SHALL CROSS CHECK FROM THE

CHARGEHOLDER ISSUING HIM 14 DAYS
NOTICE TO SHOW THE CAUSE WHY
SATISFACTION SHOULD NOT BE REGSITERED.
CA CS MOHIT AGARWAL

SEC 82
SATISFACTION OF CHARGE

IF PROPER CAUSE IS SHOWN THEN ROC WILL

RECORD SUCH REASONS & NOT REGISTER
SATISFACTION OF CHARGE
CA CS MOHIT AGARWAL

SEC 82
SATISFACTION OF CHARGE

IF NO PROPER CAUSE IS SHOWN THEN ROC

WILL REGISTER THE SATISFACTION & ISSUE A
CERTIFICATE OF SATISFACTION OF CHARGE IN
FORM NO. CHG 5 TO COMPANY.
CA CS MOHIT AGARWAL

SEC 83

ROC ON ITS OWN MOTION CAN REGISTER

THE SATISFACTION OF CHARGE IF IT HAS
RECEIVED EVIDENCE FROM ANYWHERE THAT
THE ASSET IS NOW FREE FROM CHARGE.

ROC SHALL ALSO INFORM THE AFFECTED

PARTIES WITHIN 30 DAYS OF SUCH
REGISTRATION OF SATISFACTION OF CHARGE
CA CS MOHIT AGARWAL

SEC 84

WHENEVER ANY RECEIVER/MANAGER IS

APPOINTED TO MANAGE THE ASSETS ON
WHICH CHARGE EXISTS OR WHENEVER THEY
ARE REMOVED,

SUBMIT CHG-6 TO ROC TO INFORM ABOUT

SUH APPOINTMENT OR REMOVAL
CA CS MOHIT AGARWAL

SEC 85 REGISTER OF CHARGES

CO. SHALL MAINTAIN REGISTER OF CHARGES

AT IS REGISTERED OFFICE IN
FORM NO.CHG – 7.

ENTRY INTO SUCH REGSITER SHALL BE MADE

FORTHWITH (IMMEDIATELY) WHENEVER
CHARGE IS CREATED, MODIFIED, SATISFIED OR
ANY ASSET IS ACQUIRED BY THE
CHARGEHOLDER ON DEFAULT.
CA CS MOHIT AGARWAL

SEC 85 REGISTER OF CHARGES

SUCH ENTRY WILL BE MADE BY CS OR ANY

DIRECTOR APPROVED BY BOD.
CA CS MOHIT AGARWAL

PRESERVATION OF

REGISTRATION OF INSTRUMENT
CHARGES. CREATING CHARGE

PERMANENTLY 8 YEARS FROM THE

DATE OF
SATISFACTION

MEMBERS AND CREDITORS CAN INSPECT REGISTER

OF CHARGES & INSTRUMENT CREATING CHARGE
FREE OF COST
CA CS MOHIT AGARWAL

FORM NO.
CHG 1 APPLICATION FOR REGISTRATION OF CHARGE
(OTHER THAN DEBENTURES)
CHG 9 APPLICATION FOR REGISTRATION OF CHARGE
(FOR DEBENTURES)
CHG 2 CERTIFICATE OF CREATION OF CHARGE

CHG 3 CERTIFICATE OF MODIFICATION OF CHARGE

CHG4 APPLICATION FOR SATISFACTION OF CHARGE

CHG 5 CERTIFICATE FOR SATISFACTION OF CHARGE

CHG 6 APPOINTMENT OF RECEIVER/ MANAGER

CHG 7 REGISTER OF CHARGE

CHG 8 APPLICATION TO CG FOR CONDONATION OF DELAY

CHG 10 REASONS OF DELAY IN APPLICATION FOR SATISFACTION

OF CHARGE TO ROC
CA CS MOHIT AGARWAL

Q1. WHAT ARE THE 2 MODES OF CREATION OF

CHARGE
FIXED FLOATING
CHARGE CHARGE

WHEN CHARGE HAS BEEN WHEN CHARGE

CREATED IN FAVOUR OF CREATED IN FAVOUR OF
CHARGEHOLDERS ON CHARGEHOLDER ON
SPECIFIC ASSET BUSINESS RATHER THAN
PARTICULAR ASSET
CA CS MOHIT AGARWAL

Q2. WHAT ARE THE CIRCUMSTANCES WHEN

FLOATING CHARGE ( LIQUID CHARGE) BECOMES
FIXED (CRYSTALLISES)

ON THE HAPPENING OF ANY EVENT

MENTIONED IN THE CONTRACT

WHEN DEBTOR COMPANY GOES INTO

LIQUIDATION

WHEN DEBTOR CO. CEASES TO CARRY

ON BUSINESS
CA CS MOHIT AGARWAL

Q3. MEANING OF PARI PASSU CHARGE/ PARI

PASSU DEBENTURES.

WHEN ON THE SAME ASSET CHARGE HAS BEEN

CREATED IN FAVOUR OF MORE THAN ONE CREDITOR
THEN ITS CALLED PARI PASSU CHARGE WHICH IF IS
MOSTLY FOUND IN CASE OF DEBENTURES ISSUE.

WHENEVER THAT ASSET IS SOLD ITS PROCEEDS WILL BE

DISTRIBUTED IN RATIO OF O/S DUES TO SUCH
CHARGEHOLDERS.
CA CS MOHIT AGARWAL

Q4. MENTION FOR STATUTORY REGISTERS

REGISTER OF CHARGES

REGISTER OF BUYBACK
REGISTER OF DEPOSITS

REGISTER OF MEMBERS

REGISTER OF DEBENTURE HOLDERS

MINUTES REGISTER