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CORPORATE AND OTHER LAWS
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CORPORATE OTHER LAWS

LAW
Indian contract
x
7 Act
companies Act
( )
contracts
2013 special
t
Negotiable
,
sections I -
148 >
Instruments Act
General
> clauses Act
Interpretation
7
of statutes
-
© CA Shivangi Agrawal
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CORPORATE AND OTHER LAWS

[ 100 Marks]
( Megs)
Objective subjective
30 Marks 70 Marks
corporate Law
Megs NE( 'g:qy Descriptive
18 Marks (30%) 42 Marks (70%)
Other Laws (Ioane]
Mess
egoatyeeauus] Descriptive
12 Marks (30%) 28 Marks (70 %)

CORPORATE of OTHER LAWS
who makes
what is
Act and
meaning
the
? Law ?
of
LAW
Non -
Is it compliance
different ? of
Law
from Act
Criminal Civil
Yes
liability Liability
whoever has
under
power
system
set
constitution
Matter under :
:
-
-
of rules
created
Union
list : -
parliament
State state
and :
List
Legislature
-
enforced concurrent : -
Both
through
Govt .
Imprisonment
Law iswide term and
includes Act , Rules , circular
,
Notification ,
regulation
etc .
Penalty fine Damages

ow an Act is Passed ?
drafted
A bill is
Published in
Newspaper for
suggestions
of
Introduction Bill to Parliament
Lok Sabha
tasty
- in
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may
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opposed published ,
in
Gazette ,
referred
committees standing
to
Approval in Loksabha
forwarded Rajya
Then to Sabha
After opposing ,
deliberations ,
references
Passed
Rajya
in Sabha
Then sent to President
President
gives
Assent
" "
BILL becomes an ACT
Corporate Law
companies Act
,
2013
Union list Entry of

By powers under
,
97
Parliament Power
got
Introduced in 2008 but
after rejections
referrals
4
g
got
approved in
Loksabha
Dec .
2012 →
by Sabha
Aug 2013 → n
Rajya
President
29
Aug 2013 →
By
Bill became
companies Act
,
2013
to
regulate
form of organisation
this Business
COMPANY
COMPANY
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WHY ?
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of ooeafter
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Act
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Because
of Any peace
Advantages
over other
in
o
India
forms
Acc .to
provisions of companies Act .
Companies Act ,
2013
Schedules
Chapters
-
VT
XXIX -
containing 470
sections
read with
of
a lot
rules
In CA Inter
syllabus
-
Chapter I to I
sections
containing
I -
148 .
with relevant rules .
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notified Aug
section I on 30 2013
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n
1st
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183 April 2014 and
n
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Companiesand
Act 1956 ,
has been
completely
repealed New Act has been now
implemented completely -
whole
f- retards to
of India .
Applicable
is
also
to
Banking .
Insurance
Electricity
,
co so
far
provisions are consistent with
© CA Shivangi Agrawal respective Laws

Chapter I~ Preliminary [Section 1 & 2]
Section
Definitions
2 : -
Private (section 268)]

company
suffer Private etd
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-
Number
of Meir Paid In Articles ope and
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up capital small co .
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2 200
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on
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etd
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freely
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One Person Resident

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and
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incorporate more
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MOA
of
OPC shall indicate
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name
of Not
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company
.
(section 2146)]
Holding company
In relation to other
company
company of
which
is a such
companies
subsidiary companies
are .
(section 2187) ]
Subsidiary company
company
in which
Holding company
either
controls
composition controls more than
half
of BOD OR
of Voting
or with
Power at
subsidiaries
own
No
company shall have more than 2
layers of
subsidiaries .
Associate (section 216)]

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relation
company
In to another
in which other
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co is not ]
subsidiary
.
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significant influence
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joint significant 320% Total votes

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or
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: -
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section 2h45)]
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1st April
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after Revocation
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NotAgrawal
each
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Prospectus of
'
of Allotment Securities
chapter III
of companies Act
,
2013
Part -
I Part - II
sections 2$
containing containing
-
41 Sec .
42
Private Placement
Public
offer
Issue
of securities (section 23)
By By Public
Private
company company
Private Bonus Public

Rights issue
Placement issue
offer
Rights Bonus Private

By complying
issue
issue Placement
respective Provisions
By complying
resp provisions
. IPO Fpo offer for
sale
complying
By Part
I By issuing prospectus
of Ceacept underwriting lrefeat)
-
chapter
Part
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with -
I
SEBI Act
of
Regulations
in case
of
company
listed .
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defined
co
under
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companies Act 2013 .
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it includes
According
21h)
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to Seo -
SCRA 1956 : -
, ,
→ Shares stock ,
bonds ,
,
debentures
→ Derivative
units
by
→ CIS
→ Units
by Mutual
fund
→ Instrument
by Spv
→ Government securities
→
security receipt ace .
to SARFAES I
As declared
→
by CG
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→ in
Prospectus
when ?
? ? How ?
what
[Sec 200)]
Why
Helps investors
Acc
Anydescribed
to
informed
Document so
make
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decision .
Companies
Herring and
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Act
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Endanger
Name
what to include ?
Csec 26)
Gb) contents
for filing
send to Roc - .
If Incorrect .
Misstatement
days
within 90
Liability
-
Meaning Types
Punishment
. .
Give offer to Public with

Application ( 33 )
Receipt of Application Money

Money collected to be
kept
in
separate Afc
Minimum Subscription Received
Yes NO
Allotment other
as
per Refund
-
wise
Sec 39 all
.
Irregu
-
money
Lae
Refund excess
Allotment
money
Money
Now can be
used
But NO Variation in terms
of
contract
securities [ See 39]
of
Allotment .
After Application to Stock

Exchange of obtaining permission
Prospectus is filed with
Registrar Csec . 26 )
within 90
days
It is issued to Public Public
offer made
-
received
offer opens Application
t ,
F Money to be
kept
offer closes in
separate Bank
& check whether -
Alc ( see . 40)
on
•
Minimum subscription received or Not
#
.
I.
Application money received not be less than
•
5% / specified Amount
Yes No
days from
Within 15 closure
Allot
securities
Refund Amount
received
file Return of to same Bank

Afc
Allotment
within
days
30 .
Contents (Rule 12)
Details
of Allottee
→
→ contract
of securities
than
issued
cash
for other
No contract Details
If
-
with stamp duty

Registered
→ valuer
report
→ Resolution in case
shares
of bonus .
/
If default of non
filing Repayment
-
-
Penalty .
on
company 4 officer in
default
-
of for
"
dower
" "
today
1000 each or I lakh
of Irregular
Cases Allotment
Offerwithout
made
Prospectus Prospectus
issued w/o
doesn't include
filing
with
Prospectus contents
of
Registrar
Sec . 26
Allotment Application
less
Return
Allotment
of
made w/o money
5% filed
than or not
Minimum
subscription specified
offer made w/o Application money

obtaining not
kept
permission
Stock
from in
separate
Exchange
.
Bank
Afc .
-
90
days
from delivery
Prospectus Validity to
Registrar
Page
Disclosure
Requirements on cover
Dated
copy of
A
contents
Prospectus is
signed by
Directors filed with Roc .
Information and
reports
of
as List documents
specified by SEBI
attached with
Prospectus
Declaration
of compliance
Not to be '
included Experts statement
unless : -
I ::;::7:::E::7÷
Above
points are mentioned in
.am .
Prospectus
.
Punishment
for Non
compliance of Sec 26
-
Person
Company knowingly a
Party
to issue
fine
Fine Both
50000 -
3 lakhs
Imprisonment
50000 -
3 lakhs Upto 3
years
golden Rule for

framing Prospectus
Prospectus must disclose all material
facts
which are
likely
to
influence decision
of investors
free from
It must be Misstatements
false 1 Inaccurate Info

either due to commission or omission or both
offence
serious
Penalty
It is a and attracts
Civil
Liability refs 35 Criminal
liability ufs 34
Loss
Damage Essential Rea essential
or -
Mens is
Under code criminal Procedure

code
of civil Procedure
of
offence against Party offence against state
Person who authorised

company Director ,
ProposedDirector
prospectus
,
Promoter , expert
is
,
one
liable
who authorised
to
Punishable ufs 447
Pay compensation to investors
Defenses
Defenses
Immaterial
Reasonable
withdrew
consent
Believed on
Prospectus ground
issued w/o
experts to
toduebefoee consent
knowledge believe
Punishment (see ]
for fraud
. 447
447 is attracted
of
Section in case FRAUD
act omission concealment abuse committed

, , ,
with intent deceive to undue

gain
to
advantage
creditors
or
etc .
injure
whether
interest
ornot
of there
shareholders
is -
,
Punishment
for fraud
wqna.gm.tw or
wrongful
Loss
If it It does not
Gain
by
Loss
by
pugeeicnvolves involve
Public interest unlawful unlawful
interest
means
ofto means
ofto
property
which property
which
is
fine and
Imprisonment Person person
is
not
Min
legally legally
entitled
-
Amount Min -
3 entitled .
of fraud years
Man 10
Man 3 times
-
of fraud years
( As
If Amount of If Amount of
Lower
of fraud is
fraud is
-
more
1% of Turnover
OR
Less than CA) than
tequila
to
,
10 lakhs
fine AND
Imprisonment
fine
Andy Imprisonment Min = 6
OR Min = Amount
Months
Man = of fraud
Man =
5
Manz to
go years Max =3
years
lakhs
times
of
fraud
Abridged Prospectus
Memorandum
containing salient features of Prospectus
as
specified by SEBI
form
of Application be
accompanied
to
Prospectus Sec 337

( .
by Abridged
Shelf Prospectus (section 3D

Prospectus which does not
require
to be re - issued
for
one issues certain
period
or more over a
for
specified class
Validity =
Igoe Information
of
of company
Memorandum
Security
PAS 2 Contents :
Effect :
- -
charges
New
shelf prospectus
1 month
prior Changes
in
financial +
to issue
of position Memorandum
subsequent offer other
prescribed Prospectus
changes
2nd 3rd
of first
file file
filing
Shel issue Memorandum
issue Memorandum
issue
ptosjedts
opening cloying
# Daa
offer
validity of
starts 1
year
If Person makes advance

payment before change
→
company ← of
Memorandum
Intimate to ←
such
person
Ag Refund within
days
'
→ 15
agree
.
Gec 32)
Herring Prospectus
Red .
Prospectus which does not include

quantum on Price
Procedure
Red
file
Herring Prospectus Roc with
Atleast
after days 3
opening of offer receiving Applications

and
closing of offer of
securities .
final prospectus filed

is
After closure of with Roc SEBI
RHP to have It shall

stating
obligations highlight capital Raised
same
as
of Prospectus Variations
closing
Price
Other Details
tenesmus
Company
allots
tayras to allot securities
with a view to
get
it
offered to Public
view not clear

Allo tee 1 Issue House
but Public
offers for sale later
through
to
Deemed
offer to Public Offer Document
made within 6 Months

Prospectus
of
allotment
OR
shall state :
sign by
-
consideration
whole
consideration
Amount
reeked of 2
directory
not received at the Place at time
of
Yz of
of offer
time
inspection of
-
contract Partners
Presumed that Rules

of Prospectus to
allotment was
apply to Deemed
Prospectus
made with view
to
offer for sale
to Public
pe28]
¥1605
Members
of
company
to
offer their
Holding
to Public
propose be done
only
can
Individuals OR in consultation with BOD

face . to
provisions
Body corporate OR
Both
offer made
to Public as above
through offer
Document known as
Members authorise
to do Deemed
company
everything Effects Prospectus
and reimburse
encept (Minimum subscription
Provisions
all
expenses
-
in
regard
Minimum
Application of
this .
,
statement
which can't
utilization of money info ,
be
complied )
applicable [Rules ]
shall be
(see 36)
fraudulently inducing
to invest .
makes statement conceals

/
Any knowingly OR
,
person forecast promise fact

recklessly
.
deliberately
Misleading
Acquire Hispose
security
Agreement
profit
to secure
to induce to
to obtain loan anyone
Agreement
such
person shall be liable ufs 447
Class Action (see -37)
Allowed
for action mfs 34 , 35,36 ( Group Action
.
by)
effective for
cost small investors .
Investors
Advertisement (see . 30 )
specify
share
objects capital
-
-
4 shares subscribed)
Liability signatories (
Name
-
-
capital structure
-
Gec .2D
Variation
of
in terms contract
Public Raised
Company
→
→
offer through Money

prospectus I,
Not
terms change contract utilised but
Allowed of
proposes to
only if or
Vary objects
SR
passed
Postal
through ballot
Advertisement
of
Variation
in
to be
published
PAs I
in
form
-
Notice
Newspaper website
's
company
Securities in Denial (Sec 29)
form
.
( L) (1A) ( 2)
companyPublic unlisted
making offer 4 Public co .
Others
Rule 9 -
Rule 9A
's
Promoter voluntary
Holding
In In
In Dem at
only dem at
Physical
-
form form
Depositories Act companies Act .
Unlisted Public On
after
co .
or 2.10.2018 →
securities /
Existing
securities
takes date before
issue
transfer
form
in Dem at
only
Application to
Depository fee Timely payment
Annual -
Dematerialisation
for Maintain see .
deposit
submit to Roc Compliance with SEBI
days after
within 60
each
half year No
Buyback Default
6 Bonus /
PAS -
rights
issue .
(Sec )
Underwriting
Commission .
40
Undertaking up shares Public

by
to take not taken
consideration
Underwriting
: -
Commission
source conditions
ceiling
Debentures
Profits
shares as
well as
dower
of
dower
of capital
5% of Issue 2.5% of
Issue Price
price
or
Rate in Rate in
on
payment of commission to
authorised AOA
be
Articles Articles by
Disclosure in
Prospectus
No commission on securities not
offered to Public
of commission be
contract to
delivered to Roc with
Prospectus
ment42)
Private Rule 14
Board thinks
of Private Placement
of Non others
-
convertible
Debentures Give Notice
of GM with
statement
Explanatory
whether limit exceeds
conduct GM
up 180067
as
given Pass
File SR
with Roc
SR at
meeting
Yes NO Man : -50
> Board Identifies some
[ Sec 42] or
person
.
SR -
once Board
Record the same
Higher prescribed
an
Resolution Prescribed -
- 200
year
days of recording
within 30
No
renunciation
tissue Private Placement
file with
Registrar offer right
cam
Application ( Form PAs -
4)
Record
in
our
selected Person pas s
keep
-
separate
Bank
Afc
subscribe
by sending money through cheque
within 60
days
PAS 3 Allotment
Refund
-
file Return of
Allotment Yes NO
within 15
days
within 15
days Penalty for Non Yes No
filing Interest
@i21op.a from .
Goth
Day
other Points related to Private Placement
i¥÷→÷
dtmu
Share
Share (small unit) in
Share 12647
the share
capital capital
Movable
Property
of company ¥ ¥ µ ⇐¥
Share
Transferable
Distinctive Number Authorised Issued
called subscribed
Paid -
up up
( up
fully paid
-
be can converted
into stock)
kinds
of shares [ Sec . 43 ]
Memorandum # ntides
N A to Private
company if say
so
-
-
.
Vai(gheshg Preference shares

Equity
shares
see -47) cumulative

Non - cumulative
with with
1
Normal
differentiae Participating
Voting
Non
Participating
-
voting
Rights rights convertibles
Non convertible
-
Section 43
If No Redeemable/
preferential
,
2
Preferential right of Non redeemable
-
right
-
share
which is not
capital
Psc is teemed
Deweerd Repayment
of
as ESC
Capital
.
be
may
-
at
w -
fixed rate In case

of
w.at .
fixed Amount winding

with / without up .
Income tax
rise
shareholders have
Equity
to vote
right
on matter
every
share in Paid
In case
of
Poll ,
in
proportion to
up capital
Preference shareholders have

right
to vote -
matter resolution
affecting
on on
every
if their
right
-
Dividend not
paid for 2
on
winding up
resolution
years
or more .
on resolution
for
repayment of capital
Shares with DVR [ Sec . 43] Read with Rule 4

#
Private
Not
applicable to co . whose MOAIAOA so
provides .
Authorisation in Articles
of Association
Listed Resolution by
by sending
co
call GM Notice .
Postal ballot
Explanatory statement
+
ordinary Resolution
others
meeting
at
of
conditions issue : -
.
Man shares with DVR =

74%
1
AR Last 3
No
default :
filing of Fs dividend years
t
-
payment of of deposits
repaymentshares ,
redemption of Debentures I
prefdues .
Repayment of loan 1
statutory [57 eyes
qualification)
penalised by years for offence of
Not court in last 3
RBI Act SEBI SCRA FEMA

, , ,
,
Special Act
Disclosure
statement
in
Register
Board
Explanatory
's
,
and
report .
[see ]
Issue
of shares Discount
at .
53
Equity
sweat
Shares issued at discount is void Except
issued or Debt converted
If under Debt
Schemel restructuring
Refund all
money
in addition statutory
Resolution plan in
with interest @
penalty
to
accordance with RBI
12% P.a.
regulations
Issue Sweat
of
shares Csec 54]
Equity
.
issued Directors / Reward

Employees for Value Addition
to as
at a discount
Must
belong
to class
of shares
already
issued .
consideration
Notice for
call GM
by sending t Es No -
of
shares other than cash
current Market
Pass SR at
meeting specifying price
consideration
Allot within 12 months
of SR Directors / Ee
Listed
conditions company Regulations by SEB ,
Unlisted
company Rule 8 by CG
dock in
period of 3
years ,
25%
Limit : -
15%
of Esc in one FY ,
of ESC
'
at
anytime .
Start -
up -
Limit
of 50% four 10
years
in
Register form SH -
Prescribed details in 's

& Board
Explanatory statement
Repost
cash consideration
according
Non -
- treatment to AS .
Issue
of shares at Premium ( see .
52
]
restriction such issue
condition
for
No No No limit
.
,
No
express Power in Articles
Private If
Placement Pwblitoffeee
TransferSecurities
Premium received to followalso
SEBI
guidelines
Premium Ale
This
Afc is not a
free Reserve has
specific uses
only
used used
If Not
for for
✓
Reduction Prescribed others
of companies
capital back
→
Buy shares
→ Bonus → Bonus
Expenses Icom ml
shares
→
→
Expenses / discount on
comm / Discount shares on Deb .
equity
on
shares
→
Expenses -
→
Buy back preliminary
→
redemption
premium
shares [Sec 623
of further
Issue .
Applies to all
companies with share
capital
shares
whenever
company proposes to issue
further -
such shares shall be

offered to -
conversion
Existing
shareholders Employees Any poetess of
bowl
[ Esop] (
Including Public)
Debentures
Sec .
62 (1) (a) Sec .
624 ) ( b) Sec . 624 ) (c) Sec . 62C 3)
If SR is
If SR is
passed passed
[ section 624 ) Ca)]

Rights
issue
Company
wants to raise
funds by further
issue
of share capital
Post
Regal .
Post
Notice
Atleast 3
speed
Electronic
days before .
courier
with Delivery
Give Letter
of offer
containing : -
to shareholders to Purchase
existing No
of shares
.
offered
of
in share
proportion their
paid up Time Period
capital
At
(15-30
days)
At
Shareholders Renunciation
premium page
Existing may statement
unless
Articles
Reject Accept Renounce
provide
otherwise
offer shares
else Issue shares to them
to someone
in a manner
disadvantageous
not
to
Company of shareholders
(Issued
by
Board
Directors)
of
Employees
stock
option Plan (Esop) S.ec 624 ) ( b) -
.
.
Read with Rule 12
ESOP can be
if approved
issued to Eligible employees by SR
freedom compliance with Rule 12
Company
→ to
decide exercise price conditions

Min 1 between
year
and rest
grant decide
freedom of
co - to
lock in -
period
conversion
of Loan Heb into
Equity
If company
has to issue
Equity
shares
upon conversion
of debt
In case Others
issued to
Government
Public Interest
If in convert of issue
if
Terms
of issue were
considering factors Govt approved by

SR
,
trunks it direct
may No need to
conversion without terms also
comply
with
provisions
this section
of
co . Co .
agrees disagrees
Issue Appeal within 60
days
to Tribunal
Tribunal shall
pass order
Bonus Shares (section 637
Proportionately
to
eniwsstting she free of company If listed BYES ,
wants to issue Bonus shares -

Guidelines
Interest 1
should
No
default be in
payment of principal of
-
Debt / Deposits
shares
Enis
tiny
must be made
fully paid statutory
clues
Authorisation
.
required in AOA
call
GM and
No Bonus
Pass
•
en ordinary resolution
lieu
Dividend
of Announced
#i¥W
Issue out Permitted
of sources
Bonus shares must
free capital Securities

fully paid up
be .
Reserves Redemption Premium

Reserve GRID
Csec )
Issue
of Preference shares . 55
Redemption
Authorisation in AoA No
default of of Pref osaha.gs
-
Payment of
General Meeting Dividend
call
Pass
special Resolution
Issue
Preference shares
If Infrastructure Other
company
Maximum Period Maximum Period
20
30
years years
Provided such shares are redeemed
21st
from year /
earlier atleast 10% on
proportionate basis
at the
option of Preference shareholders .
Redemption of Preference
shares
No Authorisation BR SR
in AOA
shares
Make
fully paid up and I
file
with
Redeem
to If failure ROC SH -7
according
Terms issue
to within
of redeem 30
days
SOURCES
NCLT Shareholders
Premium
Principal
31419
Provided
Approval consent
out
of
Profits
before
redemptionofout
Transfer OR
Issue redeemable
Profits
Nominal shares
out
of preference
value
to
proceeds of in
peace of old
issue
fresh OR
Old shares
securities deemed to be
redeemed
capital Redemption premium
Reserve
NCLT to order -
can be utilised
Bonus
for immediate
payment
issuing shares
to
dissenting
shareholders
of capital Csec .6D

Alteration share
Cases : -
Increase Authorised consolidate and conversion to

divide into
capital Amount
stock
vice-versa
and
larger
sub -
divide into cancel shares
not taken
smaller Amount ( Diminution
Procedure : -
Authorisation in GOA General

Meeting
> call
×
Alter
capital Pass Resolution
share
ordinary
<
GH 7)
within 30
days
> Notice +
copy of Memorandum
-
file with
×
It shall record T
changes .
ROC
Reduction
of capital Csec ]
share . 66
sharesfeinted
Applies to co .
limited
by by Guarantee
with share
capital
Manner
of Reduction
Extinguishfor
reduce cancel lost
share
pay off excess
share
liability
shares paid up paid up
not
paid up capital #
capital
with /
procedure without
and conditions
of Reduction
extinguishing
or
Authorisation in AoA reducing

& pass
liability .
Meeting
call General gpu
default repayment of deposits

No in
with
prescribed Application
to Tribunal in form Rsc 1
Attachments
Notice within 15
days
to CG to
and
SEBI
(In case
by company
ROC
listed
( Rsc 2) of Creditors
a.) [Rsc 2)
-
-
Advertisement
( RSC -
3) ( RSC 4) -
If no
received
objection
within fee must
can be
with
dispensed
3 months be
objection
sent to Tribunal within 7
of days
,
presumption within 3 months with

company submits
-
objection
No
copy to
company response
.
After hearing objection response and ,
shareholders
looking
at interest
of
tribunal
if satisfied of discharge of
debt
Pass ( Rsc 6)
confirming
an order Reduction -
Showing of file with

-
order
Amount share
capital Minutes within ROC
shares
No
of
days
30 to
each share
.
Amount of shale
register and
Amount paid up issue Rsc 7 -
No member shall be liable to contribute more
and
than the
difference between Amount
paid
fined by of
amount order Reduction
Prohibition
financial( for Buy
on Assistance Back
Sec .
67 )
Company
Direct tendered
not to
give financial
for Purchase
of its shares
Iof Holding
co
assistance own .
Exceptions
Lending by Giving of
In ace .
with loans
exceeding
scheme not
Banking
co -
by SR
in
ordinary for benefit 6 months
salary
course
of of Ee for fully of Ee
for fully
business Paid up paid up shares
shares
.
Private
N A to co
if
-
. .
.
Body corporate invested

→ No in it
CD
.
Lower (
of
2x Puc or 50
Borrowings
→ less than
→ No
default
such in
repayment of borrowings
Prohibition
of Buy -
back in certain cases (see -70)
allowed
No
Buy - back
If defaultinby If Non -
company
- compliance of
Repayment of Deposits / Sec 92 .

( Annual Return)
interest
Sec 123 (Declaration of
Redemption of Debentures
.
Dividend
shares
Pref Sec 127 (
payment of
n n .
.
Dividend )
Payment of Dividend Seo ( financial
of
129
Repayment Team
-
statement)
Loan / interest
due to
any
financial
Institution
Allowed
if default rectified
AND
years lapsed
3
Back Provisions
Buy
-
section 67 Section
Section 68469 70
Restriction Prohibition in
of Buyback
on
conditions
financing certain cases
[Sec ]
68
Buy back
of Securities .
shares /
A
company may purchase
its own
specified securities
SEBI
compliance
of
in
If Authorisation AOA out
for eisted co .
free
securities
Proceeds
of issue
shares)
OR Premium
or
of any see .
kind )
reserves
(
Not
of same
transfer
Nominal Value
to CRR (see 69 .
)
check
of Buy
the limit back -
If BB less If BB more
than equal Buyback of Buy of back

than 25% of
to 10% of Equity
shares others
puc t fr
( PUC )
.
t FR
BB more than 10% but -
NOT ALLOWED
Less than I
Less than
Iequal
13%84 to
25% of equal to 25%
Resolution Paid
up Equity cap
.
of PUC t FR
meeting
at
by sending
Notice #
call GM statement
Explanatory
Pass
special Resolution
shares
Partly Paid
shares
fully paid up
up
Not allowed from Open
Existing Market
Employees
Holders
Mein Time
b-
days
Man Time
through letter
of offer
LEF
"
%¥EIae s
Agree Disagree
certificate days) Declaration
file Maintain
Register GH ID
-
of solvency
No BB within 1
year with Roc
( SH -
9) file return
of BB within
(SH ID
issue within 6 Months
days
No new 30 .
-
Other Points
of BB : -
→
Buyback
shall completed within 1 year
be
of passing of
for buy back ( SR
resolution BR)-
or
not
Ratio
of musth be
company
debt owed than
by
→ the more
twice the
aggregate of Paid -
up capital and
free reserves
after such
buy
back
Ccg
may notify
a
higher ratio for
-
)
class
any
[see ]
Transfer of
Securities . 56 read with Rule 11
Transferor Transferee
contract
of Transfer Transfer
-
Deed ( SH 4)
-
If deed received
Signed ,
Dated ,
stamped by
within 60
days transferee
certificate company to
Transfer deed with share

give Notice
Partly paid transferee

to
send to
company by in SH 5-
Transferor / transferee fully

Paid NOC within 2 weeks
deed
If lost
After indemnity ,
delivered co
or
May
-
.
after 60 u
)
days
.
Register Refusal Csec .

58
within 1 Month
By By Public co -
share Private same

Cesecefot
Company
sends New
Certificate company time limit

of Appeal
notice Send
If No
with
Notice No Notice
sent reason Notice sent
within 30
Appeal may be to 90 60
filed within , days
days Days
Goof Ad&d of delivery Transferee and
transferee
-1
Transferee/ intimation
person giving
company to comply Tribunal
may appeal
to
within lo
days
days of receipt Either
ithin 30
pass orders as
it deems
fit © CA shall
Tribunal Shivangi Agrawal
hear
parties
of
Transmission securities .
It is
different from Voluntary transfer In this .
by operation of
A shares
person becomes entitled
to law .
No
transfer Deed ,
on
receipt of intimation
company registers
the name
of
-
representative /
Legalofficial assignee
U U 0
registered
until
voting right
No name
forged Transfer
Transfer of shares where
transfer
's
Transferor
Deed
sign .
are
forged on
It is void ab initio
Original owner continues to be member
If company registered transferee as member
|
original maeesmtboeraecannamoempee company
to
company cancel share

certificate of transferee
If transferee transferred to innocent Purchaser
New Purchaser not entitled to securities
,
right damages from

But to claim co -
Right damages from

and co .
→ to recover
depositor of forged deed .
Rectification of Register Csec .

59 ]
Person
aggrieved / Member / Company Depository , ,
DP ,
Company SEBI ,
Holder
l
y
may appeal for rectification

×
may apply for rectification
if entry without
if transfer in contravention
cause
omission without cause
of
's Act
co CRA s SEBI other Law
Default tdelay entering

.
, ,
in ,
removing
on name
without cause to Tribunal

+
with Tribunal
'
t. Tribunal to direct
company
Tribunal
after hearing parties
to
rectify .
may
dismiss appeal
order
rectification
damages © CA Shivangi Agrawal
Debentures [ Sec -71 ]
carry any voting right

No Debenture shall .
issue complying
May(full
issue convertible
part) may
secured
with Rule 18
Debentures conditions
Deb
gut wees
Tenure
of Redemption
after passing SR in GM
-
Max lo
years
-
Infrastructure Man 30
years
-
at
prescribed create DRR
of out secured
by charge on
percentage profits available

for Assets -
sufficient
Dividend
AppointTrustee
Debenture
Amount in
Invest
prescribed
specified Assets .
compulsory is if
Before
issue
of Prospectus letter of offer
-
prospectus
•
issued
to
•
Public
offer Appoint Debenture trustee
if Mandatory perform
is made duties and
•
offermembers
to
company pay
shall interest and
ducat
liability
as
redeem debentures ace to terms
encoding 500
.
prescribed
do
If failure to so -
Debenture Debenture
OR
Holder Trustee
Tribunal
may
make
application to
Tribunal order
after hearing may forthwith payment
creation
of DRR creation
of
DRI
3 Oth April
DRR not
required in case On or
before
t
of -
Listed → Alf ,
'
w '
Banking Inst
Invest 15% of deposits
31ft Mac
financial
other listed
.
co .
maturing v
on
in securities
Unlisted → N Bec & specified
w .
Housing by
finance Listed Public issue
ptivate ( other than AIFI Banks , ,
PFD
placement
unlisted
Other Unlisted
co
→ logo of Deb .
( otherNBFC
than AIFI Bank, PFI
, ,
Housing finance)
.
Debenture Trustee
Before appointment .
Obtain written consent and such statement to
of offer 1 Prospectus
in
appear letter -
Duties
Eligibility Liability
Be
disqualified if -
to
protectand If Debenture
interest Trustee →
holds shares
beneficially redress
Guilty of
breach
grievances
.
is
promoter ) Director/kMp/ of Trust or
of Deb Holders
officer lee of 4H/s/A
.
exercise
.
fails
due
to
apart
care
entitled to
money
remuneration
convene
written
Meeting t
from
'
request
on
.
Liable
Indebted to 4H/s/A or
by Debentureholders for
subsidiary of Holding
with Koth value
damages
.
of debt OR [ be
can
exempted
given guarantee On
happening of from some liability
relation [ yrs]
3
has
pecuniary event
affecting if 3/419 value
(Lower of interest
of holders give
-
2% Gross -1/0
of income
or Total
debentureholders .
consent ]
50 lakh
prescribed
Higher Amount can be removed
before term
of promoterfee if 3/419
is relative value holders
Director
give
1K Mp consent .
Acceptance of Deposits by companies

213173
Deposits Csec .
by deposit
Any receipt of money by company by loan
form
other
does
in
not include
consultation categories
with RBI
prescribed
( Rule 124 ) ( )] e
Can
deposit? be
Types accepted
Yes
Secured Unsecured
By
Private
By
Public
company company
from its
from energizers 4
marriages .%Fy
Peeing:&
from
6)
after complying
with Sec and. 73 see
76
respectively
with other
along
provisions 4 rules
(1) ( c )]
Deposits (Rule
Amounts not considered as 2
Received
from CGI SGI source
guaranteed by
Authority /
them local
Government /
statutory Authority
Received
from foreign Govt ,
foreign Institution
banks ,
foreign
source
Multilateral
financial
foreign citizenetc .
from Banking Is BY co
/ facility
.
Loan
operative banks
co -
Loan from Public financial

Institutions Pfl ( )
Commercial
Paper / Other Instrument
Issue
of instruments
in accordance with RBI
Amount received
from any
from Company other
company .
Amount towards treated

Money Pending
Allotment
subscription
Securities
of deposit
as
if
-
No Allotment
(including Money →
succeed till 60
days
Application) t.
in
money Not
refunded
next 15
days
Received
from
Directory relative
such
person must
provide
a declaration in
writing
of Private of
Director
that
money
is not borrowed
funds
company co .
disclose in 's
Board
report -
Issue
of secured/
convertible security
-
sufficient ,
either
first
/ Pair Pass with 1st
charge
-
u
Bonds / Debentures
change
.
convertible within 10
years
-
if Non convertible non secured

-
-
Listed Debentures
,
but listed on RSE -
not
exceeding Annual
salary 4
Received from contract
no interest ( under
Employee
bearing
Non interest
Received
-
in .
trust
for Goods 1services -
Appropriate within
Trade Advances 365
days .
for immovable
property under
agreement adjusted accordingly

4 .
Security deposit for performance

contract
of
.
Long term projects for supply of

capital goods .
in the
services
form of
under
warranty for future
agreement .
allowed
as
by sectoral
regulator
for subscription towards
publication .
Received
from
If loan
bank
brought because
Exemption till
of stipulation
by repayment
.
promoters
of bank loan .
in accordance
Received
with Rules
by
Nidhi
company
4S 406
of co .
's Act .
by way of subscription under

chit
fund chit
fund Act ,
1982 -
collective Investment scheme

Cls in
compliance with SEBI
Min Amount -
25 lakhs
fromPerson a
.
Repayable
within
years
10
Received
by
-
Start
up q Amount received
by way of
,
-
convertible note .
Alf DVC F 1 IT RE IT Mutual

Received from
, ,
, ,
-
funds registered with SEBI -
Depositor [ Rule 2C Dld )]
Member Non member who

of Private / -
Public
company
has
deposited
who has
deposited money
Public
with
eligible
company
with
money company .
following types of companies are

exempted from
Deposit provisions
-
(ie Such companies

.
accept any receipt of money
can
from anyone
without
compliance to this chapter)
Exempted companies (see 734 )]
-
.
Banking company
→
Banking financial company

Non
→ -
→
Housing finance company with
company specified by
→ other CG in consultation
RBI .
its Members (section ]
of deposits from 73
Acceptance
(Public Private)
Company or
may accept deposits from

members
by complying
with such rules as
prescribed by Cg
Procedure /
steps as under : -
call GM and Pass OR
Prepare circular ( DPT

containing
-
I
financial position ,
credit
rating ,
Depositors (Name ,
Amount) others ,
.
N A to
in
Prepare certificate of default
-
.
No
seeps (2) (e) Private
repayment of Deposit 1intoast company

if
It
file
circular with ROC 30
days accepts
•
Sec (2) (b)

issue deposits
-
prior to
upto 100%
t FR
of +PUC
Execution
of Deposit trust
premium
deed to
appoint Trustee ooo start -
up
for 10
years
Issue circular to members from
Sec .
73676) incorporation
inviting deposits from them .
• Pvt
which is
co -
Associate
creation
of charge for the not
on
subsidiary
Security provided .
AND
less
Borrowings
than lower
Accept deposits of 2x Puc

and issue
on
50 crores
within
Depository receipts AND
days of of money
21
receipt subsisting
No
default of
Transfer
to DRR
of
( 20%
Year)
sea G) (c) repayment
deposits maturing following of Deposits
-
30M
before April
file Return of deposits
3) before 30 th June with
( DPT -
Roc
Repay Deposits & interest in time

If failure
It order
Depositor may make Application ( nice, D
to may 4 pass
company
other to Tribunal
pay orders .
Acceptance of Deposits from Public (section 76)
may accept deposits from

Public
Eligible company
-
ie . A Public
company after complying with conditions
rules
of section
Net worth > too we @ R)
736) and
prescribed
Turnover 7500 cm
Procedure -
if obtained consent
EFFY?
"YeiNqEdity
Pass resolution
of members and
filed with ROC

Ability
Rating
obtain credit
special from recognised credit (

once in Year an
]
ordinary
sent to Roc
Resolution Resolution rating agency

Deposits
Prepare circular
if
within
in
other
Eneaetee Trust
limit case Deposit English Newspaper
Deed Vernacular n
specified on website also
1804 Kc) Issue circular in

form of Issued
by in
Advertisement ( DPT D
Authority
-
BOD
name
of
Accept Deposits and issue valid till -
Deposit receipts Earlier

of 6 months
Expiry FofY
from .
.
Date on which FS
is laid in AGM
danger if
create Assets
within 30
are
peaked -
days
of acceptance .
sufficient charge
on
tangible Assets
only
created in
favour
of Trustee .
Rules of Acceptance
Other
Maintain
deposit register containing address name
, ,
PAN
of
depositor Date Amount interest duration
change
, , , ,
Nominee
, ,
Preserved
for Kept registered office
8 at
years . .
Disclosure in
financial
statement : -
notes Epub lie

by way of
Directors
Amount from
received
company )
Amount received from Directors of relatives of
Directors
by way of notes [Private company]

Tenure
of Deposits
for Less more

More than 3 6 -
36
than 36
than 3 Months but less Months
than 6 Months
months
Months
Not Allowed Allowed Not Allowed
Allowed
if otherwise
-
Not
Accepted for Allowed
meeting
short
team needs and
does not exceed
10% CPUCTFRTSP)
of
Limit on
Deposits
Private
company
•
ublic
Company
Eligible
others
fulfill
criteria
Others
ofenemption
Others
Eligible
Govt co -
No 100% of
limit Puc tf Rt
Sp
from Non -
Members members
* * 35% *
10% 25% (overall

limit )
*
PUC
Aggregate of
t FR t SP
All
type of company -35% ( Puctfrtsp > from members
other
100% ( Puctfrtsp)
IFSC
public from members
-
co .
Deposits may be
accepted in
joint names not
exceeding 3 .
Rate
of specified by
queerest
not more than rate RBI
for
NB Fcs
Appointment of Trustee
for Depositors
/ Public
Before issuing circular to members -
find Deposit Trustee Disqualified if

-
:*
Go
in
depositor
in >He is co
a
.
Obtain written consent

i. He is Director / KMP or
Execute Trust Deed ( DPT -
2)
Ee
of 4H/s/A
:}He indebted
•
in is to
issue 4H/s/A/subsi diary

days
to
>
prior
of holding
ingHe pecuniary
•
Issue circular with statement has material
consent
,
that received relation
misgiven guarantee of Deposits

•
Discharge duties as
prescribed
i. Relative above
of
Appointed for fired
Term Removal
before
expiry of term
possible only
when
In
of
case
Director
other
Independent cases
All directors
directors
All
present
give
must
+
Director present
s
Independent consent
consent
give
must
Repayment of Deposits accepted before

( Sec ]
commencement
of Act 74
.
Any unpaid deposit or

Anydue
amount becomes
on commencement
after
within 3 months
from commencement
file with Roc a statement

of
all
deposits -
Earlier
of
-
Due date 13 years of commencement
to tribunal
Repay if
not
may apply
extension after considering
grant financialcondition
Amount
4
Contravention
of Sefton 73 or 76 or rules
Company officer in
Default
Fine Imprisonment and/or fine
only
Minimum Maximum Imprisonment fine
upto 7
of
Lower -
lo crores
2X
Deposits fears Min .
Man .
OR
I crore
25 lakhs 2 crores
Liable Ys 447
if intention to deceive
proved .
µ, RKyeqiuskwahioaxeoflfcklxaaea.ge [ 24633
Meaning
see
Charge Types change Interest then

created on Asset
floating If created
by a
company Property undertaking
charge security
as
be
registered
must with Roc
whom ? when ? How ?

By
In such
within 30 form
Company If Not
(seam ) By change
holder
-
days of
creation awnideumgnnheefees
prescribed
as
( Sec 78 )
( Rule 3)
.
If registered Misstatement
If Not
registered
(After effects) creaftibfeeed ( consequences)
( Sec . 87)
Chaegehoedeee
becomes
gives certificate
ROC
unsecured creditor in case
of winding up
of charge ( see so)
.
Deemed notice .
like Priority of subsequent

of register (8%7)
Other
compliance
maintenance
registered change
new
satisfied fully Penalty
Csec )
-
86
Report satisfaction
time
within
By suo
Company
Mota
(see
) .
82 (see 837
.
Registration provisions apply of

even in case
Modification ( see .
79 )
of (see
Date Notice
of change . so )
If charge registered 4S 77
/
Property Undertaking
and Asset ( some other
Person
subject change acquired by
to
such Person
Knows Does not
change
about
know about
will be considered
charge
to
know about it
and allowed claim

for any
not to loss
Duty of company register charge Csec .7D

to
Instrument to be
company creating charge
on
verified by -
situated Directory
Assets in Authorised
India
officer
In In other verified by
case
situated Director fest
of
Debentures
cases % Authorised
officer
India Person
interested in
In
form CHG 9 In
form CHG change
.
I
-
-
with
copy of
days of
within 30 creation Instrument 4
on
extended
Verification certificate
time file with ROC
-
f later
modified /
who shall
Asset acquired subject
register change charge
to
and in CHG
issue
certificate 2 within 30
-
days
To TO
Register
ace . to see 97
.
Holder
Company charge
certificate
in
CHG -
3
for Registration of changes
Time limit
If charge2-
created
before If charge created on on
after
11.2018 2.11.2018
Registration of chargeallowed
this
beyond period is
not
No
further
extension
be
for registration
granted
can .
Registration of charge by charge Holder ( sects)
If company does not

register charge
in 30
days
charge Holden
send
may
Application creating charge
with instrument
Roc shall
to Roc
for registration
to seek
send Notice to
company objection
days
within 14
Reply reply I Insufficient

No
by company
cause
• .
itself OR
and
sufficient cause
for Roc will
register
registers Non
registration charge
-
Roc will not

register
and issue
certificate
Consequences of Non -
Registration
.
If charge registered
created but not AND
company If any new

charge
created
goes for winding UP
on same
property and
registered
be void charge
unregistered
shall and
such
charge
shale
such holder
shall charge
be treated as
have
priority
Unsecured creditor
despite the security .
( see )
Register of charges
.
85
company
at
registered office
its shall
Register of changes [ CHG D

maintain a -
shall
Register charge
instrument
creating
and
open for preserved

be be
inspection
for 8
years from
by by
the date
of
members of others satisfaction of charges
creditors
without with
fee fee
during hours
business
Registrar and
shall also be maintained
A
register by
open for inspection .
Satisfaction of charge
Csec 8D .
Company
)
discharges security (
debt and Asset
free
becomes
days of Payment
then within 30
,
intimate about
payment
in
form CHG -
to Roc who shall
Notice to
Chang
send eholdeoe
days
within 14
If cause
If no cause
shown
not
for shown
recording
Registrar
will
register
Registrar
will not
register and issue

certificate of
satisfaction in CH
G -
5
Satisfaction of charge without intimation
section 83
by company
No intimation
of satisfaction by company but
Evidence received
by Roc that
Fluegge from
debt
paid in
fuel or
Property
Registrar
enters in the
Register of changes
and that
memorandum
of satisfaction
a no
from company
intimation is
by
received him
days of making entry

within 30
inform the
affected parties
Csec 8D
Rectification
in
Register of charges
.
If
In case
of In case
of
In case
of
Registration Modification of satisfaction
of charge charge of charge
Ommission to
report satisfaction
Any mission
om on
Particulars within time limit

misstatement
of
Interested Person /
Company Application CG
to
for rectification
send
may CCCHG -
8)
( misstatement
If CG satisfied that commission
was accidental Iinadverteneel
sufficient cause
,
creditors
not
prejudice
It direct
may rectification in
any
previous filing
OR
Extend time
for satisfaction registration
if
done
days
not in
300 .
types of charges
Fined
Floating
It is created on a It is created on a
of
asset class assets
Particular
identifiable
can't
Company deal In such
company can sell or
assets without consent

holder
of dispose off
such assets
charge
fined charge floating charge
can't A
become
may
floating charge
become a
fined charge
)
( crystallisation
AT
xaceggeexxeeaat $ Administration
Chapter VI
containing
section Numbers 88 to 122
-
[ Sec ]
Register of Members Ss
.
company
Private Public
If
not
shall maintain
separate Register for
each class
of maintained
security 4
.
If shares held
If in Penalty
Physical form
Bernat
in
form -
additional
and
Record maintained
in such
form requirement
t
manner as ,
by depository prescribed If members 50

Or more
I
sufficient compliance specified contents in

INDEX
Deemed
Register Mat -
( shares)
I MGT
(other
-
2
securities
If Company
foreignberegister kept at
registered
wants to
at
keep
office (see 94)
other
may .
any
maintained peace
4
separately Entries within 7
kept abroad
days call
GM
Authenticated Pass special

by Csf
authorised
Resolution
person
Other
by
Board can
keep at
where
place
Sec . 94 more than Koth
members reside
Inspection Preservation
open for inspection and

If
taking of
offygebeaentgeyeefm.gg
extract
refused Register
Members
Holders
members/Deb/ Others
By Holder/
security
Beneficial owner Penalty for
from
8
years
redemption
without
fee
with
fee Permanently
kept in
custody of Csf
During business Hours Person authorised
© CA Shivangi Agrawal by
Board

( with Rule 7]
foreign Register
see . 88 read
Company
which has issued shares / securities
may
authorised
if by of
Articles Association
maintain Holders
register of
or
may
outside India
beneficial resident
owners
in that
country
in same
format Principal register
as
days of opening of Register Khang

within 30 e
intimate to Roc in transmit
days of entry
within 15
MGT -
3
Registered office
to where
be discontinued
may
-
shall
Duplicate Register
a
thereafter be transferred
all entries be maintained .
to
other or Principal
foreign register
Register
shall
foreign register and also
be deemed to be a
part of Principal
be
open for inspection
register
.
]
Register (
Power to close see . 91 read with Rule to
Company By Advertisement
4 Vernacular
English
may after giving days prior
7 Notice
Newspaper
Public website
of co
Register
.
close the
company Acc . to SEBI

if
Listed co .
Maximum Maximum
45
days
in 30
days Private co . No extra
a
year
at once requirement
-
If closed
otherwise
of Advertisement
Penalty
-
]
Beneficial
Ownership [
Sec 89 .
Person Person
holding beneficial
named in
Register
holding shares
but not interest but name
beneficial interest in not in

Register
Registered owner
Beneficial owner
in MGT
specifying
5
in MGT
specifying
4
of
-
-
name
his interest
beneficial owner
If not
Penalty
-
declaration to
must
give )
50000 & 200
per
company ( Reporting
co .
day it continued
Man -
5 lakh
In case
intimate of change
within
also
who shall make note
of same and
days
30
who shall within 30
days
file MGT 6
If not
filed
-
to ROC Penalty
officer
company
on
in
default
1000per day
Man 5 lakh
co
- -
.
officer -
2 lakh
company registered
shall dividend
pay
continue to to its owner
If declaration
filed
not ,
no
right can be
enforced by
beneficial
U
owner .
significant Beneficial Ownership [Sec .

90]
(Sec 90 read
. with Rule 24) ( h)
of )
Meaning of
5130 ( s Bo ) Rules
companies ,
2018
Individual
holding
interest Beneficial through IFENG.ee
of atleast
alone / 25% or
prescribed
→
company
together 3,44718mm
percentage 10% →
funds .
enerciseiy significant
influence on
in a
control
company
An Individual
having holding of shares
direct
shall
of more than
prescribed percentage be
Beneficial
Owner
significant
not .
Declaration (see 90 ]
by
S Bo .
Every significant beneficial owner
declaration If Not
filed Penalty
file
-
must a
500004 10001 day
Man -
2 lakh
in Form BEN -
l
days
within 30 to
company
in BEN
who shall maintain its 3
register
-
and
file Return
of SBO in Shall be
open
BEN -
2
for inspection
within Non maintenance /
days
30 to
-
Non
filing 1 Denial
-
ROC
Penalty
-
45001day
.
co .
-
1 Lakh
Man -
5 lakh
Officer 2500042001day
-
Man - I lakh
[see
Duty of company in
respect of
SBO . 90 ] .
Company if knows or has reasonable cause to believe
Any person has

Anyone
5130
during
was
or or
of knowledge of preceding
is 5130 3
but years
nqeqdegcearation
SBO
company
shall issue
Company
Notice in BEN -4 to such
person
received
Reply
within
not
Reply
received
days
30
Not
satisfactory satisfactory
Tribunal within
company days
shall
apply
to 15
Tribunal shall hear 4

Pass orders w.at .
Aggrieved
Person
restriction on shares
make
application
year of
Tribunal within 1 order
may
an
to
If No
application shares
transferred
to be to IE PF
filed © CA Shivangi Agrawal

Meetings
of shareholders of Debenture
Holders of creditors
of Directors
General Board
Meetings Meetings
Annual
General Extraordinary
General
( AGM)
Meeting Meeting
( EGM)
Properly called
Properly convened
Properly conducted
Pre
requisites of Meeting
-
During
ibefniaeeting Meeting Attenuating
Notice ( Sec .
]
lol
guoeeum Csec .
103 ] Minutes
of
Explanatory chairman see 104 [ .
] meeting [ Sec . 118 ,
Statement to 119 ]
Phonies (Sec 105 ]
be annexed with Maintenance
of
.
Documents
( [
) Voting
Notice see 102
. See .
106
,
110 ] [ Sec . 120 ]
Resolution [Sec .
111
,
114
,
117 ]
Resolution
by Members
ordinary special
Sec I 14
Votes in
favour
.
exceed votes members

by
4 against
intention
entitled
to
propose SR is
voting specified in Notice
Eq change of Name on Direction

CG ( ) proper Notice sent
by see .
16
)
of Memorandum (
see -61 and
favour
Alteration Votes in is not
less
of
than times
Accepting Deposits 3 votes
against
ETI
Alteration
of AOA ,
MOA
,
issue
of sweat
equityback ,
reduction
of capital Buy ,
[ Sec
Notice
of a
Meeting
.
lol ]
Company
writing / Electronically
in ace .
to Rule 18
Send Notice
in Sec .
8 in Private other cases
company company
of 14 clear same unless
Articles provide
days otherwise
If consent No consent
obtained
from
21
days Notice
CLEAR
Speyu°g
for AGM for EGM
-
Date
from from To
Place
Member
Every
Director
Time
95% of Agenda
holding
members '
lembers
stock
( Exchange
if listed) Prong
""
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Y°YIaid
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Voting
Power
Auditor
(
with share
(without
capital) share cap)
Not
given
given
Shorter Notice
Accidental Deliberate
Om mission commission
✓ Invalid Notice
Csec
Agenda / ]
Business to be transacted . 102
y Special
consider Declaration Appointment Appointment
All other
except 4
and
of of of ordinary business
adqtf.to
"
Dividend Directors Auditors At EGM / AGM
at
Requires explanatory
AGM statement
does not
require Explanatory
statement
Explanatory Statement
to be annexed with Notice business

for transacting every special
contents Material
facts
|
Disclosure
of interest
KMP of Directory
othfanreekdent.us Information
to
If related to other
company ,
shareholding of
Director 1km plPromoter
2% or more
in that co
of .
and
Compensation Penalty If reference to
any
document
for insufficientdisclosure
.
on
Date time and where it
Non -
- ,
place
can be
inspected .
Guo mum (Sec .
)
103
Public
company
Drin ate
company
Higher of Higher of
-
-
Limit or No .
prescribed
& members No
by Articles
.
OR
prescribed
personally Articles
by
15
present 5 30
if if if
Members Members
Members
> 100 Of 5000
75000
£1000
1st
quorum to be
present within
half n hour
of meeting
Yes NO
If called
EGM was other
by is cases
requisitions
Meeting
stands cancelled
Adjourned to
same As
day .
Proxy quorum
-
Not counted
for peace time ,
OR determined
of Neat
week
by board
quorum only
must at
commencement Not
by giving
3
days Notice
.
required throughout meeting .
OR
Individually Through
Advertisement
Chairman (Sec .
104 ]
of meeting
chairman
appointed according
to be to AOA
If AOA
silent
Members
personally present elect one
of them
to
by voting by demanded
of hands
show be taken
If poll
-
forthwith
casting
Vote
Elected
person acts as chairman
if AOA provide
so -
[ Sec ]
peony .
105
Company of
sends Notice GM Member
which shall
specify
-
If failure Member
can
entitled to
vote on Poll
appoint Proxy who
Proxy need not be a member
is ?Fo%ty in
writing
may appoint any person Proxy as
can be
by depositing with company
inspected
24 Hrs
Proxy Instrument ( MGT ID -
before
of
by
meeting Company 48 hours
before meeting
AOA
member If provide
than 48 Hrs
more
Phony
time
takes into record the ,
it will still be 48 Hrs
by giving 3
Notice
days May be No
action
other second
Pewsey
revoked from
member form sent
If If Poway will
attend
In Not
Proxy not
voted
time in
time
voted
Member Member can

Before 48 Hrs
of meeting After
can attend attend and
expiry of
Latest
vote
proxy
will
fixed time
supersede earlier one
for lodging
proxies
Automatic Revocation
former peony
will be
© CA Shivangi Agrawal valid

Peony -
No
right to
speak at meeting .
can't vote show hands

on
of .
Not counted
for quorum
Poll
.
Right to vote on .
Person
One can become a
Proxy
-
of members and
→ not more than 50 .
→
holding not more than 10%
of share
capital with
voting rights .
Voting
Member / his
Proxy may differently Poll
use votes on a
( Sec . to 6)
Voting rights
be restricted
can
if authorised
by AOA
on the
ground
of Non -
payment
call I
of
sums due .
Manner
of Voting
-
By show
By
Poll
By Electronic
By Postal
ofIs means Ballot
than
A resolution shall be decided show of (

Atgm)
hands
by
-
demanded
unless
poll ufs 109 or
electronically ufs
voting
carried out 108 .
Poll ]
Voting by Meeting [
in see -
109
for company
chairman with
Shane
capital
own#ROnGdby
/ Hoelting
On his Hoth
present members
or more
Power voting
OR
in Person /
Proxy Paid
5
up cap
-
Lakh /Prescribed
without SC
Before lefter of voting by of

result show *
( )
Holding Hoth
ON
Hands
-
or more
out Poll Procedure
carry Voting
Power
F#IHAdjmemw/E¥l these cases
immediately
-
within 48 Hours
Procedure
of Poll
scrutinise and Provide him documents

Appoint
)
Arrange Polling Papers CMGT -
12
Distribute them
Receive and
Lock in
empty
box
and seal
keep record
of
same
Then
open in
presence of 2 witnesses
count Votes
votes cast
Valid Votes
who
of Prepare signed Report ( M GT -
13)
Votes in
countersigns
report
submit to chairman within 7
days favour
Result
Declaration
of by Chairman
Authorised Person
/
(see ]
Voting
Electronic 108
by
means .
Company
with 1000
is ted
Company
or
more members
Remote
voting
e-
option of voting for

shall resolution
give
an e -
at GM
e-
voting indicate about
of meeting
at Notice
voting
e -
GM
Issue Advertisement
facility
atleast
Also
peace on 21
days before meeting contents
vote at
meeting
website prescribed
with
ifvoted
only
can
,
attend
Remote open for
e-
voting atleast 3 Procedure
days Login id /Password
conduct GM closed at
Dated Time
5:00 pm of
voting
date remote
before
e-
Discussions
of GM
Chairman shall allow members who havent
voting for
voting
done remote e -
Board shall who shall

appoint
>
scrutinise >
count votes
submit to Maintain
Prepare Report within
days
a a 3 <
Chairman
×
register
Declares result
considers
approves 4 © CA Shivangi Agrawal
>
,

(see
Voting 223
Postal
by
Ballot . 110 read with Rule
Company
wants to transact business
any
Ordinary
Business
where
Auditor
Director
has
Prescribed
business under
others
be Rule
right
to
22
heard
Postal Optional
ballot
Not allowed
Mandatory
I
pIIe%%Yed is
By post By
Electronic
means
business
transacted at
Procedure
GM with
remote e- vote
facility by Company Draft resolution

I
Rsepgeeisdtpoesdet send notice to Reason
Suffi÷§eeanee Electronic
means /
all shareholders
Request
assent
to send
ldissent
of this section
courier
publish advertisement
within 30
days
voting
days before and
5
in vernacular Prescribed
Also on website contents
English Newspaper
BOD shall
appoint scrutinise
shall maintain
register
receive
postal ballot and
Keep
it his with other
safe custody along
papery
OPC and
companies
submit
report within 9
days
to
Chairman
having
members contenders
chairman ,
approves ,
signs
upto 200
minutes
are not
I
required Result
placed's website
of
is on co .
to transact
with scrutinise
report
through
Postal
1
Ballot
Resolution deemed to be
passed
.
at GM
returned scrutinise to
Papers by
company
Mandatory Postal
following
- ballot in cases : -
Object
→ Alteration in clause
→
n in AoA → to make Private
company
shifting of registered office
outside
→
city .
objects money from Prospectus

→ variation in when
un utilised .
→ Issue
of shares with DVR
→ variation
of rights
Buyback
→
Director ( see ) [small 's

shareholder Directory
of
→ Election -
151
I 8D
→ sale
of undertaking ((
see -
186)
extending
→ lease see -
Annual
General [ Seo ]
96
Meeting
-
Every company Cencept Opc ]
failure
attracts
to hold AGM
other than National
Sec . 97
,
99 .
Day Day Holiday
*
city of Registered office

Peace in
Time 9:00 to 6:00

am
pm
In 2nd on
In case
of first AGM case
of
AGM
subsequent
within 9 months
of
within 6 months
from end
of of financial year
financiyaleaa
end
meeting
s in each calendar
egg Incorporation yeah

: 20.4 2021 .
F.Y ends on -
31.3 2022
Gapto
-
between
meetings
2 not
Last Date : -
31.12 2022.
exceed 15 months
No extension For Fil - -
2021 -
22 ( Last AGM
l¥ Least of -
12.09.21 )
→
31.12.22
Any other Place

I
→
→
30.09.22
I 2 . I 2 . 22
Ifusted Unlisted
held
Not
i
Allowed
1
If not
allowed in India
if all
consent Apply to
Registrar
of it extend
for special reasons
members may
time limit
received
in advance
upto 3 months
AGM / EGM not
required for OPC
communicate decision to member 4 prepare minutes
failure to hold AGM (see .
)
97
Any member
gives application
to Tribunal
who shall direct

still don't hold : -
to hold AGM company

Penalty Ys 99 .
and directions
give fit
as deem
[Sec ]
Report on
AGM .
121
contents :
listed
Every company prepare Report
-
Date / Time place /

Chairman
in M GT -
15
Quorum
and Members present
days of
within 30
to Law
conclusion
of AGM compliance
Adjournment
If Not submit to Roc Business transacted
Others .
Penalty
Extraordinary (see 100)
General
Meeting
-
who can call EGM ?
Board Board on
receipt
Tribunal (see . 98)
suo Motu
of valid
suo Motu
requisition
or on
whenever it application by
Member / Director
fit
deems
If
Board
fails when it is
to
impracticable
at
any
peace Requisitions t
conduct EGM
in India themselves
can call EGM
even on
by giving
directions
Sunday as deem
fit -
registered
at
office / city of
registered office
(except Sunday)
members
EGM by eligible
company
share
capital
without
with share
capital
Holding Hoth of Paid up Holding Hoth
of voting
equity capital power
requisition
give signed
deposit registered
and at
may
propose office of company the
days of proposed
a
date
before
date '
21
Board
hold
days
to EGM within 45
does not hold

Holds
Requisitions t can call themselves
within 3 months
of Deposit of requisition
obtain the list
of members
in
specified send Notice
manner
day
on
told EGM any
i
except
to be reimbursed
Expenses deducted
National
by company
and
from
remuneration
of Holiday
defaulting
directors .
(see Ill)
circulation
of Members Resolution .
Eligiblew/ sign of 4
Deposit
members with sum
s 100 may prepare

Resolution
any
atleast 6 weeks
any statement
atleast 2 weeks
registered office of company

at
before Meeting
shall be
If default
Company
bound to circulate -
-
to members
may
not circulate
if CG on
application
defamatory declares it Penalty
All
special resolution
along
with other
specified Resolutions
must be
resolution
filed
in
with
HGT
Roc
-
within
14 ( Sec .
)
117
30
days of passing
Resolutions (see )
requiring
115
special Notice .
members
If want to appoint some
other auditor
Notice
of
intention
such
retiring
than
appointing
or not
be to
given
to
him
or
removing company atleast
days before GM
director 14
term or
before
appointing some not earlier than
director in 3 Months
other
members
by
place
his
Yo
company Power voting
holding1500000 share
shall notice
capital
give
atleast 7
days before GM to all members
Publish Notice
If
not
practical to do so -
in
and
Newspaper
on website .
]
of Meeting [
Minutes see -
Ils
,
119
Separate Minute book

for
each
fair 4 correct
summary
type of meeting
pages
dated
signed consecutively Not loose
, ,
numbered
Preserved
Permanently Prepared and
signed
within
conclusion
chairman
30
days of
signing by of meeting
open for inspection
kept registered office
at
business hours
during without
by
members
charge
Annual Return [ Sec .

]
92
company
If AGM held
failure if AGM not held
attracts
days of days to
from
within 60 within 60 last
date
of AGM Penalty date AGM
ought
have
been held
Prepare Annual Return
copy of Annual
copy of
Annual return
CMGTD
return on
website and
signed by
web link
disclosed in Listed Others
's opcf
Board
report small
comoppnamf
company with Puc > loose
OR
signing
with -1/0350 or
Abridged
Annual Return company No es
with
( MGT -7A)
certificate
cs CS
( MG 8) in
T -
addition to Director
Director
t
signing t
CS Any
Cs
in
by and
if
CS no Cs
practice
Director
by
furnished
to Roc
failure to
file Annual Return : -
lakhs)
day ( ( Man
Man 2
Company 10000 t 100
per
=
-
)
officer in
default
10000 t too
per day
50000
-
with Law
CS
certifies not in
conformity
Penalty 22 lakh
D) exclamation Eff cayiniaexalt of Dividend
Chapter ( sections 123-127)

containing
VII
company
earns
profit ,
it can
Retain Distribute to shareholder
as Dividend Bonus shares

127) ( Sec 63)
Csec 123 .
-
.
Sec 123
Interim
Equity
Dividend Preference final
Dividend
dividend Dividend
fixed Rate
Not :
Declared
-
Declared
fined Different rights of at
between
A- GMs
cumulative Non cumulative
- AGM
Preference Preference
Holders
Holders
(Regulation
Table f)
in
Proposed by Board Declared
board
by
Shareholders
may
reduce the Declared by by passing
dividend shareholders
rate
but
of
can't increase
Board
Resolution
it .
by passing ordinary
resolution
No dividend to
shareholders
Equity
if default of set -
days
within
73/74 .
5
separate
Depositininscheduled bank
Bank
Ate
days of passing of Resolution

within 30
out
of sources as
Pay ( Not kind)

in cash in
given in
123
sea .
loaded
Registered
to shareholder
banker
Interim Dividend
It be declared
may
by BOARD
during any Fy OR anytime

f.
from
till AGM
closure
of
y .
-
in
out
of surplus
PIL Ale
sources
profits of FY tow
In case
ofloss
during
current FY
upto which such
dividend is declared
end
of quarter
Dividend be declared at
not to
Profits generated
average of
than
preceding
rate
higher financial
in Fy tou
preceding
3
years quarter
.
.
Efim
of
out
out
of current out
of past
provided
money
by CGISG
year Profits year Profits in
pursuance of
guarantee
after depreciation
FY
for
that
Dividend to
undistributed transferred
be
paid after
setting off
to reserves
after
in accordance previous year
with the losses of
depreciation rules
depreciation
for
thyataee prescribed provided
not
.
Rules
for
with 4 conditions :
compliance
-
Balance
of
Rate Amount
first set
dividend drawn not
exceed off losses
of reserves
fall
to not to
not to
from
emceed Hoth of PUC
Amount
below 15%
Average
last
of + Reserves drawn of Puc
Osawa
3 after
years
Unpaid Dividend (Sec 124) .
Declaration Dividend
of
within transfer to
separate
days
5
Bank
Afc .
within 30
days
dividend
Pay
Paid consequences
- r Not
paid ( see . 127 )
within
Unpaid
7
days
Dividend
tff to
special Alc in scheduled bank
-
Ale
transferred
Not
transferred
within 90
days Interest @ 12%
Prepare statement of
website
put on
claim
Any person may
money by applying
to co .
Unpaid for Paid r
7 consecutive
years
Transfer to
IE PF
Fund ( IEP f) [Sec ]

Investor Education
of Protection . 125
Constitution and sources

of utilisation
of
Management fund fund
by central
government govt grant/ Refund of unclaimed
Chairperson Donation
Authority for Dividend Ak money
CEO administration
of Unpaid promotion of
> members fund Income from 's
investor education
investments
(
Many Maintain Alcs distribution of
Afp plication money
disgorged
Amount
Prepare Annual placed Matured Deposits ,
Report of Activities before Debentures + Interest reimbursement

of
both
houses
of
sale
of fraction
shares legal expenses
Audit CAG
by Parliament
Redpeemyteatifnneothaaes
-
Agrawal ]
© CA Shivangiunclaimed
( )
failure to distribute Dividend [Sec 127] .
Dividend declared
but not
paid within 30
days
Reason
of non
payment
-
Proviso
specified in others
operation of Law Every director company

By
→ .
→
's
Shareholder direction
knowingly is party pay
default punishable
to
can't be complied with .
simple
→
Dispute regarding interest @
right
to receive dividend Imprisonment 4 fine is -1 p.ae
.
.
→ Dividend
lawfully adjusted
dues
upto 2 years 11000 per
against day
.
not due
→ Non
payment-
to
default of company .
offence
No under this section
Other Points related to Dividend : -
authorised
If transfer registered pay
not
transferee if ,
to
by registered
holder in
writing transfer or else to
dividend Ale [ ] Sec 126

Unpaid
.
Dividend once declared can't be revoked .
Time limit : -
separate Alc
transfer to
remtea.am#goeamount
to
unpaid Afc Div .
transfer
IEPF
to
days
5
days
7 7
years
.
• •
go
days 90
days
Date
of pay
Dividend
statement
be
declaration to
dividend uploaded
of On
website
Hee outlets
of Koxinga armies .
( )
Chapter II
containing
Sec .
128 -
138
Company maintains books
Books Books
be financial
may of g
statement
inspected Accounts Paper
at end
for whole year

year
Approved by Board
Given to Auditor
Audit
for
Audit
report obtained
Financial circulation (see . 136)

laid
before statement t
members Audit
Report At AGM
+ Board
's
report ( 134)
Adopt by
filed with Roc
passing
OR
130 )
may
be
reopened (Sec .
of Accounts (see )
Maintenance
of Books . 128
shall
prepare Books
Every company for every F.y
of
Accounts etc
,
which
on accrual and
must
true
give with
by complying
double
entry
and As basis
fairview Accessible in India retained in
complete
formatretrieval ,
unaltered ,
,
,
original
proper
Electronic
Physical Mode storage , ,
backup ,
Details
of
basis to
Service
provider on Annual Roc
Preserved Longer period if

for 8 Fits
ordered
investigation
.
is
Penalty for
contravention
of
Peace
of of
Maintenance Books Accounts
Books
of Accounts etc .
!
relating
to
0
branch
registered office of company

At the
can be maintained
at branch
branch office of may
be
kept at any other peace
in India which Board decide
but
may
periodical be
days
within 7
returns must
in
sent in
writing
Notice AOC -5
In
branch
case
of foreign to Roc
returns
,
quarterly
mustbe sent
Inspection of Books
of Accounts etc .
of
Books Accounts
Summarised
kept at other
financial
registered
returns
of info outside
office / often: basement office India
Director
requests to
get within
such
info produced -
days
15
open for inspection by Director this 1

business hours
agent during by director
himself .
1 Employee
Duty of every officer
reasonable assistance .
to
give
Inspection of books of accounts

of subsidiary
authorised
shall be
board
made
only by person by .
financial statements [ Sec .

129 ]
cash
Balance
Profit of flow statement
Explanatory
sheet at
Loss
Afc statement for changes statement
the end
of for f. y inequity
financial
,
Not
required for
year
.
company
OPC small
,
•
Dormant co .
Company
shall
prepare financial statements if subsidiaries
has one or
/ Associate
more
shall
fair
which thee 4 view
give companies
in in schedule III
form specified Insurance Prepare Consolidated
( Electricity
A to
Banking
N
statements also
-
,
financial
,
-
companies )
in
form
same and
compliance with As refs 133
manner as FS .
If not Disclose in FS
requited
-
-
→ Deviation
Not
All members intimated
if it is
subsidiary
and
deviation
→ Reason
for no
objection
financial effects Nuotuomifuedintermediate
→ .
files CFS with ROC Holding

AOC I
FS t C FS
-
t AOC -
I
statement
features
laid at AGM and then
filed
with Roc ofcontaining
Fs
of
Subsidiaries .
Non
compliance :
- -
fine and/or imprisonment

finance
MDIWTD / CFO / Person Minimum 50000
charged by Board
-
Directors (if ) Maximum 5 lakh

of
Aee Absence above
-
Imprisonment upto I.
year
.
1347
Approval signing of financial (
and statements see .
F- S t CFS
approved by Board and then
signed by
Chairman is authorised authorised Board
If by Board If by
not
2 Directors
Chairperson
)
whom I
(of
and
be MD
0 PC CEO Ceo
,
and CS
signed
by
if appointed
Auditor
1 Director
given for Audit
to .
's
signed copy of issued
FS t Notes t Auditor's
report t Board
report © CA Shivangi Agrawal

and
→ circulated .

Audited financial statement Csec ]
Right
to 136
get
.
Copy of FS t CF s t Audit
Report t Annese wees
by Every company
be sent
to its members .
Debenture trustee Person entitled
,
to Notice
of GM
ifaobnfaeohteo if Loment
'
atleast 21
with
company company
Share
capital
without
share
capital
daysAGM
before
from members
from members
holding 95% 95%

holdingPower
ofPuc
of voting
period than
Lesser 21
days
Either circulate above
In
of Listed as
case co .
,
OR
Also
peace on
website
of company sufficient compliance if
-
Also (Audited)
of Subsidiary
FS
Fs etc available statement CAO C- 3/3 A)
for inspection salient
If foreign subsidiary
AND
containing
registered features of
at Fs etc .
Ale 's not Audited as

per Law
office 21
days is sent unless
such unaudited and before AGM

they ask
for full
translated FS .
English statements
Manner
of circulation
Listed Public worth > Icr
company company and

with Net
Turnover 710 Coe
Shares held in shares not in

electronic mode Dem at
Member All other

consented to cases
1
Tecate electronically
By despatch of
By electronic mode Physical
copies .
Accounts (see 130 ]
opening of
Re -
-
Statutory Person
CG SEBI Income Tax
Authority regulatory concerned
body
application to court 1 Tribunal
Sends Notice CGISEBI /

NCLT to
Authority / statutory Body 1Person
concerned to seek
representations
Order
that accounts made

on Affairs mismanaged and
reliability offs
doubt about
fraudulently
for reopening
order
pass of Man 8 earlier Fits .
Iececast shall
Accounts revised refs
final
130 be
Board
's [ Sec 134 ]
Report .
Web Address FY
changes after of
Material end
Board
meetings by
of 's
No .
statement
but
before Board's
report
responsibility
conservation
Director
of energy technology , ,
Details
of fraud deported by CA
foreign exchange
Risk
.
by Management
declaration
Statement
of Director CSR
Independent 's
Nomination and Remuneration Board
Performance
committee Prescribed matters -
Board
Explanation by on Adverse
financial summary
Auditor / Directors
by
comment KMP
Particulars Loans
of contracts change
in nature
of business
Particulars with RP
subsidiary Associate
of Reserves change
in
Joint Venture
Amount
transferred
to .
Dividend
Proposed Deposits
court / Tribunal's order
of affairs of
state co
cost records
-
sexual Harras ment Act

compliance
Abridged Report for of OPC small

company
web address
No
of Board
.
meetings Statement
's
Director
responsibility it
fraud reported by Auditor 4
comment on .
Company
's affair financial summary ,
Directors
Appointed lresigned
-
business
Changes
court order
Nature
of
in
contract with ©
Related CA
Parties (AOC
Shivangi 2)
Agrawal -

Fsl Board
's
Report (see -131]
Voluntary of
Revision
Fotmfpseydwoennostec for
OR
BR does not
comply Past 3 F.y.is
.
,zg with Sec .

134
Notice to makes
application
and it
to NCLT
Company
gives
CG and
Income
after
considering
Tribunal
passes
company off,IYw%f¥Y
Revision
Tan
Authorities representation order
for allowed
revision
once in only
a
F Y
-
.
]
filing of Registrar Csec
Documents with - 137
Meeting
Annual
General
if held if not held
copy of(AOC
Fst
4)
Accounts
of file with Roc
XBRL subsidiary within 30

days of
-
Cps
also CAOC 4 -
CFS) t
%Eehfnndoiapea.ee last date
of
other Docs
of business in holding AGM
India
with reason
of not
In certain holding AGM

cases
Listed co .
Adopted
Not
Adopted
Co with PUC
-
file with file with ROC

Z 5 within 30
days
or
ROC within AGM

co .
with TIO of
> too er . 30
days Roc will
keep as
co -
required'sto of Provisional records

prepare Afc Agm
with Ind AS
adjourned AGM
At
inform AOC -4 XBRL
Adopted
file with
Roc within
days
30
OPC shall
file closure
Fs with other docs within 180
days
from of F.Y .
If foreign to
subsidiary not
required to
get
Fs audited
according of country Holding

laws that co .
can
,
file unaudited © CA Shivangi Agrawal

statement with such declaration .

Geo ]
Reporting Authority
National financial .
132
Central
Government composition : -
Head
office chairperson
New Delhi constitutes NFRA Members ( Man -
)
15
Maintain
Prepare Discharge chairperson full time
books
of Annual
functions :
be
-
members not
Accounts Report and Recommend AS 4 associated with

Audit
give during
to 4
CG firm
Policy
Audit to CG course
years after
Monitor 2
compliance .
before
laid
Audited oversee
quality of
both Professionals
but houses
of
others -
CAG Parliament
through Chairperson((
Divisions Presided
by
full Time Member )
powers of
It shall have civil court
power
Also to
investigate professional of
misconduct CA
Proved
If Proved Not
Individual
firm
Penalty lakh
Penalty
Min 10
-
lakhs
Min - I -
Man 5 times Max 10 times
Any person
-
-
of fee of fee order

aggrieved by
.
may
debase member
from doing to
Audit
of company on
appeal Appellate Tribunal
Valuation
for
-
Mein -
6 Months
Max 10
years
-
.
There shall be an executive

body to
discharge functions
when NFRA initiates
investigation ,
no
body to initiate
proceedings
or continue
CG
may appoint employees
as
required .
(see ]
Corporate Social
Responsibility
. 135
Company
which
complies with
any of the
following
condition : -
Net worth Turnover

OR OR Profit
3500 Cee
31000 ca
35 cc
If
composition expenditure
doesn't
3 or more
shall constitute CSR committee and
exceed 50
Directors
lakh No
( of
,
Out recommend
policy
CSR
which requirement
atleast L of CSR
committee
in accordance with Schedule VII
Independent
Director)
with Minimum
expenditure
2% Profit made
Average
Net
during immediately
3
preceding years
policy
is
to Board s
placed on
website
who shall
Board
Report approve
to contain -
composition
and then CSR
Activity
is
implemented
content
reason
for
through
spending
not
Ys
company 4S 8
company s
company Ys s
registered registered OR
on
registered
or OR or
trust /
society
trust /
society by trust
/ society if
by CGISGI
established Act of
company Parliament it has 3
yearsof
track record
similar activities
what shall not be considered as CSR ? and has
specified
mechanism .
ooo
.
Activities undertaken outside India .
• which
benefits only employees and
their
familiesto Political
.
• contribution
Party
.
②
⑧
Activity
in normal course
of
business
Internal Audit (see 138 ] read with Rule . 13
Prescribed
companies
Every
listed
unlisted
Private
company
public
company having
company
)
Loans
Borrowing
having > too er at
in
any
Fy
OR
point
0/5 Puc Loans / Turnover
deposits 750
in
or
borrowing
7100 Ch
7200W Turnover
>
during
25 ca
7,200
any prepay? :p aptofu.no preceding
at on
Point in f.y f. y .
in FY .
F. Y
.
.
OR OR OR
shall
appoint Internal Auditor
to
who
may
be
discharge
Chartered Accountant
functions within
scope as
cost Accountant determined

by
Professional Audit Committee
as
other
decided Board
by on Board .
→
may
be an
employee also
→ Individual lpartnershifo .
thawed.it#*a**&tMh.ae*En* *
Chapter # ( containing Sec 139 148 )

. to
mandatory for every company for

Audit is each F Y -
Company incorporated AppointtoAuditors

see .
according
139
can be Individual or Firm / LLP
only if majority
Partners
he is a
of
CA in
practice CA
Only CA can
sign
-
Provided
they
are
and
qualified Ys 141
cels
gendering
not services 144
that not
after obtaining from Auditor

disqualified .
Appointment as
term
consent per
Certificate
.
within limit
correct list
Appoint Auditors in
prescribed manner
of proceedings
satisfaction of
Inform Auditors criteria ufs 114
file Notice
of Appointment
with ROC ith NF RA foe body
corporate
days
within 15 within 15
which does
in
of meeting
dayswhich appointment
ofin NFRA -
l
not
ADT -
file
I
appointed
/
according
removed
resign
can be to
section 140
be
conferred with certain
rights and
according
duties to see 143
.
Appointment of Auditors (see .ba)
Non Government
Government company company
-
first Subsequent first Subsequent

Auditors Auditors
Auditors Auditors
Appointed Appointed
by CAG by CAG
days Company requirement

is No
within within 180
of commencement FIEF! of committee

Audit
60
days of FY .
Audit
committee
Yes No
To Hold Audit Board
till conclusion
office committee
appoints
recommends
By within
Board
of AGM to Board
within
ofdays
30
ment
Board
days
30
appoints registration
Yes NO
Yes No
By members
within
By members within
EGM
days
go at
days
60
at
EGM
To Hold
office1st
till
conclusion
of AGM
To Hold
office
conclusion
till
of AGM If Audit No Audit

committee committee
AC recommends Board
to Board of recommends
Board to to members
members
Appointed by Appointed by
mate: appointed members at members at
if AGM AGM
From 1st
not someone No resolution conclusion
of AGM till
disqualified
else is
of his conclusion
of
6th AGM .
not
being
non -
appointed appointment
where at
any AGM .
No Auditor is
appointed bee -
appointed
shall
existing Auditor continue
.

(see 13967]
of
Rotation Auditors .
Rule 5
Unlisted Public
Listed with
company
company prescribed
companies PUC 310 Coe .
Private
with PUC 350
company or
OR
shall not
appoint fee -
appoint with
company
Public
borrowings
Individual or
public
firm
as as deposits 3
50 Ce
Auditor Auditor
.
for more than I team

for more than 2 term
of 5 consecutive
years of
5 consecutive
years
After completion of
this term
shall
eligible for appointment again
be
after from completion of

5 his team
years
If
has
Audit
common
company before
firm commencement -
Members
resolve
may
to
Auditor can
resign
within still
provide for
comply
to
partner whose be
of
or
1st AGM rotation
Team
expired ,
after within
removed
years from
such Auditors
firmbe can 3
Firm
within this
also not date
of -
term .
appointed for commencement

5
years
.
Manner
of Rotation
shall
propose
of
Audit shall recommend name
the
committee Auditor to Board
same
get in AGM
wherever
appointed
Period as Auditor
before commencement
of Act shall be
when 51
computing
taken into account 10
years
Partner retires
charge
in and another such
joins firm ,
firm
shall be
ineligible
also .
preceding financial
Consecutive shall all
years
mean
of
until a break 5
years years
or more .
Casual
Vacancy
Non
Government company Government
company
2¥ days
within
By by
By other
resignation reasons
Yes NO
filled by filled by Board

By within
Board Board
next 30
within 30
days days .
Approved by
members
within 3 months
in GM
Disqualifications [see 1411351

of Auditors -
Partner IEC
Body corporate officer or
of -
other than
LLP
employee [
officer IEE of the
of company company ]
Person (who this relative 1 his
partner) -
holds
security indebted to Given Guarantee
of 4H/s/A/ 4s/H/A/s of H security of 3rd
to
Soft in excess
of
person
Relative allowed 5 lakh 417/5/4/5 of H
upto
to hold 1 lakh
who
Person who has Person whose
is in
on
employment
business relative is
relationship with
directory in encoding limit
of
4s/H/A/sofHA employment as 20
companies .
S
of Director IKMP
who has been

who renders If any
by offence
convicted
services uys disqualification
involving fraud 144
incurs ,
vacation
of
& 10 not
years office amounts to
,
elapsed © CA Shivangi Agrawal

casual
vacancy
Removal
of Auditor
before
Term [see . 140 ]
Pass Board
Board within
days
30
Resolution
meeting Application (ADT 2) -
to
Cq
Obtain
Approval
Pass SR
days
within 60
at GM .
opportunity of being
Auditor heard
given
to be reasonable
Auditor
Resignation by
resign and
can
within 30
Auditor file statement
days
indicating and
reasons in ADT -
3
facts
other
to
company
AND
Registrar
AND CAG
(
if Govt co
)
knotty for Non
filing
.
special Notice
for not
reappointing retiring Auditor
Eligible
member
ie
holding
.
14
days before AGM send
to
"
dower
of Power
,
special
-
Notice
% OR
VotingPaid
'
5 lakh up
share
capital appointing providing
expressly
OR
person other
that
retiring retiring
than
Auditor Auditor shall

be
Retiring
not
reapp .
Auditor
who shall send
copy of
special Notice to
company
to
make written and
request to
representation circulate his

representation circulated on
be read may
if not
with
sent and
file a
copy
out at
meeting
Registrar Auditor has
right
to make
representation
oral .

Application by Cooma Pant to Tribunal
Aggriepredeson
if Tribunal
satisfied that
order that
representation right
to
abused
make
representation
need not be circulated
OR
representation need
be read out at
not
AGM
of
Power Tribunal
change
to Auditor
Any person Application

Tribunal
to
concerned satisfied that Auditor
on Tribunal suo Motu

has
man nee
acted in
fraudulent
,
direct
company
it to
may Auditors change
If Application is made
by CG ,
within
days
15 ,
make
order he
that shall not
function
as Auditor of CG
may
appoint another .
Such Auditor shall not be

eligible
to be
appointed as
Auditor
for 5
years
and
447
also
.
liable
for
action
Ys
(see ]
Powers and Duties
of Auditors .
143
Rights Duties
to access
accounts
books
of Duty
to make
inquiries
Duty report
to make
to receive Notice
to make
inquiries Duty
to
followstandards
to receive remuneration to
Auditing
exercise reasonable
Skill and
Right of
care
lien
.
Audit
of government companies
Shall direct manner in which Government
CAG
audit to be done
for company
copy of
to CAG who Auditor shall submit AR
may
within 60
days of receipt order comment

supplement
of Aaeqsdoitet may
supplementary upon Audit Audit
Audit Report Report
Branch Audit
Auditor
company
's
Person
qualified appointed
R to be
rights
same and duties
such Branch Auditor shall

report on accounts
of
branch
and
's
Auditor who shall
give company
to
deal with the
report of considers
branch in his
report in manner he
necessary
Reporting of fraud by
Auditor
report
Auditor to
If fraud less than I ca

If fraud Ieee or more
within
days of knowing days of knowing
2 within 2
Board /Audit committee

Report to
Report to Board /Audit committee
at wee
Reply days
in within 45
Disclosure Amount
's
Board
Report Party yes NO
within 15
days of reply days of
within 15
eating of days
45
Report of Auditor ,
Reply of Board .
Report of
Auditor
comments
reply
on ,
Details
of report
sent to Board
to CG
to CG
Auditor not to render certain services Csec .
)
144
Prohibited services
Internal Investment
Management Accounting
4
other as
Audit Advisory
services
services
Book may
be
keeping prescribed
Actuarial
Investment
outsourced
Design &
services
sbeuajfk.LY financial
services
implementation
of financial
info system
cost Audit [see . 148 ]
Cost Auditor cost Accountant
prepare report in CRA -

3
days from of
within 180 close FY .
submit to Board
Board shall
days
within 30
furnish to CG with
explanation
CG
may
ask
for further information
Negotiable
Instruments Act .
Meaning Types
other
classification capacity
to
NI
features p/Note
cheque Sec . 26
Process Bill
of crossing Bearer louder
Presumptions Endanger Types

Demand tune
Inchoate
Parties and characteristics .
Inland ,
foreign
Making
Promissory Note Bill
of Each .
cheque
Negotiation made
by maker Huawei with essentials
negotiated
can be
Presentment Order Instrument Bearer instrument
Delivery
Endou +
Delivery
.
types ✓
even
after maturity
but
Discharge till (
payment
60) see .
maturity
On date
PIN BIE
Cheque
.
Presented to
submitted to
maker
by Holder If bill
for payment Ifisbill is Bank
unaccepted accepted
Liability
Protection
4
to
Presented
for >
Presented
for Banks
Acceptance payment
Bouncing
consequence
Paid other modes

Not
paid
like alteration
Noting Protest
Notice ,
Discharge etc .
I
,
Holder A.
, for c.
,
HDC have
different rights
features
of Negotiable Instruments
written of free and
May
have more
innumerable
signed instrument than one
Payee
transfers
free from defects :
Presumptions
-
carries
gets good title 's

HDC
Ys
118/119
even
though transferor
title is
defective .
Every instrument
endorsed
made
accepted
consideration
, ,
for
date
Instrument
made
bearing
drawn on
a
such
was
elate
or
Every accepted bill accepted was
before maturity within reasonable time
Every transfer madewas

before
its
maturity .
instrument
Endorsements
appearing
on
made order
they appear
were in .
Lost instruments
duly stamped .
Holder
of NI
due
is a
course
holder
.
in
shall
presume fact of
court the
dishonour in a suit .
Promissory dhfote [ see 4] .
Instrument
writing containing unconditional
in
undertaking
signed by
maker to
pay
bearer
certain
of sum
money only to or to
of
order or to instrument .
Parties to
Promissory Note
To whom
Payee
Thaker who makes
PIN is to
.
is money
Liability be
paid .
Primary
Essentials
of Promissory Note .
In
writing
Empress Promise Definite 4
unconditional sYTfak%
to
pay
certain sum
Money only
certain
Payee stamped
t
-
Inland
Order Demand
Ambiguous
Instrument Instrument Instrument Instrument
Bearer Time
foreign Inchoate
Instrument Instrument Instrument Instruments
Payable
to Drawn which
Time
for
on can
Particular made in be construed

person .
payment
not
India t as BIE
can be in
specified Payable or
Negotiated India
drawn
on
on PRI
P1 Note .
Empress ed Time Not Incomplete

to be for an in
payable Payment Inland certain

as
bearer .
specified Instrument
respects .
Person shall
stamp
signing
value and to
be liable
Holder
for full
Transaction Value only
upto .
Maturity of Negotiable Instruments
Date on which Instrument

falls clue
for Payment
Demand Instrument Time Instrument
Not entitled to
Entitled
days
to 3
of grace .
days of grace .
of Maturity
Rules : -
terminate
Month period to
day
in
correspondingsuch
a
If No ,
Youth
day ofpublic
on last .
If matures on
Holiday preceding
,
business
day .
Emergency Holiday
matures deemed to be
If
on
,
due
succeeding
business
day
on .
Cheque [ section 6 ]
Bill
of Enchauge drawn
specified banker
payable
on
on Demand .
Includes Electronic and Truncated

cheque .
Parties
Drawer Drawee
Payee
who makes Bank on whom Person to whom
is drawn
the
cheque cheque Money
is to be
paid
Essentials
of cheque
In
writing Empress Order to
pay
unconditional
Order
certain sum
signed by Drawer ,
Money only
Drawer
,
Drawee ,
Drawn on
banker
specified Payable
Demand
on
Payee must be certain
A
cheque may be Order on Bearer
cheque and
It be CROSSED
may
crossing givingcollected
direction
paying Banker
banker
means to
that
Payment can be
only through
.
does not can be
affect Types of crossing .

crossed
Drawer
by
transferability Holder
Banker .
General Not
crossing Negotiable crossing

Ale
specials Payee
sing crossing
Name
of Bank credit Amount
only
of Payee
to
Only specified bank account .
Restricts
payment Negotiability
can collect .
Two
parallel transverse No better title can
eines be
passed than tithe
.
whom it is
of person
Banker
from
on
he
drawn shall not
it otherwise than
pay
to
took had .
Banker
"
rotation to
#
Paying
Banker Banker
making
Payment of cheque .
liability of Paying Banker

if
No : -
In case In In
case In case case
of order
of bearer
of Generally of specially
cheque cheque crossed crossed
cheque cheque .
If payment If payment If payment If payment

made in made in made in made in
due course clue due course due course
to course to
specified
to a
to
Indo user Bearer Banker
banker
crossed
If Banker
pays
a
cheque generally
otherwise
than to Banker shall be liable true

to owner
of cheque
Payment ( see
in Due course .
lo)
•
Apparent
Tenor • In
possession of
instrument
•
Good faith
only
In
money
•
without
Negligence
.
Protection
collecting
to Banker
liability of receiving payment if

No banker
received
Banker
payment
of crossed
cheque
collected on
customer
behalf of
good faithnegligence
in without
.
Assignment
: -
( Different from Negotiation)

A
transfer by assignment takes
place when Holden of an
instrument another to
transfers confer right
to receive to
instrument (
payment of
's Title
Transferee
's title =
Transferor )
-
Bill
of Exchange Csec .
5 ]
writing containing
unconditional order
signed
Instrument in
by maker
directing person
a
bearer
pay to
money
instrument
certain to or to
of
order on to .
Parties to Bill
of Exchange
Drawee
Drawer
Payee
who draws bill on whom bill is drawn to whom
money
secondary liability on
acceptance
is
paid .
becomes
acceptor
becomes
primarily liable
Essentials
of Bill
of Exchange
In Empress order
D¥yow÷fownae signed by
writing to
pay
drawer
certain sum
Money only
certain
Payee
Drawer , drawee
, stamped
Acceptance of Bill
when Drawee Bill

of Delivers
signs Holder
the it to
He becomes
acceptor 4 liable
Acceptance must be without
qualification
If qualified then -
If Holder If Holden
doesn't
agrees agree
Aee previous Bill dishonoured
parties not due to Non -
it
consenting
to
Acceptance
discharged
are
.
Bills in sets E Bill drawn in

parts and numbered
-
[ section ]
Capacity liability
to incur 26
Minor not liable Other Parties will be liable
Melrose can sue Adults but minor can't be sued .
Negotiation : -
Negotiation
Sec Sec
By Delivery By Endorsement t
Delivery
.
.
47 48
Bearer Instrument Order Instrument
Required at the time
of Negotiation 4
Delivery
must
46]
Delivery
e.
making of
be NI
voluntary .
Actual constructive
Delivery
Delivery
when instrument is when instrument delivered
to
physically
handed Indo nee
Agent of
over
.
,
servant
Instrument remains
Negotiable Incomplete of revocable till
delivery
Rights
in the instrument are not
transferred
is delivered
to
indorsee unless
after iwdorseeueut ,
it .
In
writing
µ
Iudorsenreut
signed
Types of Endorsement
by
Holder
General Restrictive conditional
without Special Partial
writing Name
of
No
right
cilzaemeug fuel
Not
specified of Amount
Person further
[order
Bearer ]
to
(Not Allowed
Negotiation
sans
Recourse
gains facultative conditional
of Thais
liability
No waive
subsequent depending
party expenses
gEzn
No
on bill on event
Negotiation Back : -
negotiating
becomes holder
when Ind orser
after
intermediate Holder/ endorser
again
of
→ None the is liable
Holder (except Endorsement)

for
to Sans recourse
conversion
of Blank Endorsement into
full
Holder indoors ed in Blank
of Instrument
convert it in indoors event in

may full
without his
sign by
's
writing
above Indo user
sign
name .
liability of Holder towards Indouser this

for
No .
instrument obtained
-
by Unlawful means
section 58
If following
Instrument is obtained
by any of
the : -
Loss
offence fraud To"nsFdFation
Holder entitled to receive

Payment
not
except for Holder in due course
?
negotiated after maturity
can Instrument be
Yes
Not
after payment 1 satisfaction
of
Instrument
of transferee depends of transferor

But title on title
Except
Bill made
of Accommodation
In case Bill .
drawn ,
indoors ed
by person
one
to
Person who Accommodation

acquired another without
instrument
maturity
afterconsideration
in consideration to
Good faith for

enable other
person to raise
obtain
money credit
or
can recover
from any Prion .
Party
.
Holder
be
egotiabee
Instrument
may
Order Bearer
Endorser Endorsee
HOLDER
entitled to : -
Possession in Receive Amount

AND
due Parties
own Name
from
A
person iujoossession without
having right
to
possess is not
a HOLDER .
Negotiable Instrument without consideration
section 43
A without consideration
negotiable
instrument
b/w Parties Except to
obligation
creates no
HDC
who
acquires
Exceptions : in
Good
-
Accommodation Bill
Value faith
exceeding Performance
Not
Partial
( SII) failureMoney (consisting
Not
) of Sec 45
failure\
.
I
claim
of holder in
claim
of holder
immediate
In
shall
relation
immediate relation shall
Joroportionately
be reduced
Joroportionately
be reduced .
.
Holder
's ( Sec ]
Duplicate Bill 45A
right
to .
BIE lost
before it is due
apply
Holder to Drawer
may
Drawer
gives
to
get Duplicate Bill
can be
compelled to
Drawer
refuses after security I Indemnity
do so
.

Holder
for Value
B/w Holder of HDC .
Gets instrument
for consideration after maturity
Holder in Due course (Sec .
9)
-
Hpc
Must be
for NI
acquired Obtained in
Holder consideration
before Maturity Good faith
of Bearer
He must in Instrument
be possessor case .
He must Endorsee Instrument

Payee
be In
of
or case order .
HDC is entitled
following Privileges
to : -
I
claim
full ( stamp ) of
can value the
Instrument see .
20
can make the

party liable even
if the
fictitious 42J
Bill is
( see .
depends happening of
Even
if delivery upon
title
gets good
some event Hbc .
title
HDC
acquires good
even
if Instrument was
obtained / consideration Csec 58)

by unlawful means .
No
person
instrument
can
to
deny original validity of
HDC .
person shall be
permitted deny
No to
's
payee capacity .
All
subsequent parties acquiring title
from HDC
title (see 53)

gets good
. .
DC
gets a better title than
36)
that
ofallits
Prior Parties
( see
transferor .
.
→ can sue
[ see ]
Payment
in Due course . to
As
per In
without
em in
apparent possession Money

Tenore good Negligence
faith of
Instrument
only .
Presentment
of Negotiable Instruments
Presentment
for Acceptance Presentment
for Payment
Instruments
of Exchange Negotiable
Bill
A
A
bill
bill in
payable after sight
which condition
for acceptance needed
requires Acceptance
Rules
for
Presentment
for acceptance
Time Man Time when Not
To
By whom ? paehafde Allowed
whom ? required
48 Hours to consider
By Holder
on
Drawee whether he will
someone on
or not
accept
behalf of
Holder
the bill
found
Drawee not .
If Not
Drawee not dead on
specified specified insolvent .
As Reasonable
and
Drawee is
fictitious
specified Place
time .
Drawee
to
is
incompetent
contract .
time
If Holder allows more
,
all
previous
parties consenting discharged
not are .
Default
in Presentment : -
acceptance [ ]
Sec 91
Dishonour due Non - .
drawee under Bill

liability ofcontract
No .
No
of
privily liable
No
party
.
Promissory Note
after sight
must be presented to maker
for sight
Negotiable
Instrument is exhibited with
request for Payment
By TO
?
when ? where? Mode
whom ? whom
Holder
usual
business His
specified Any
mode .
peace of Even
In Reasonable business / Post
if
of
case Bill
cheque tune such
of photo Residence mode is
Exchange At
maturity of browed authorised
Acceptor
Maker Acceptor Drawee
Bank
Maker
Drawee
Party
has
to see
right
instrument
Presentment made
Agent /
can be to
beforeand
payment
legal representative Its signee .
receive instrument
indemnity after payment
.
When Presentment not ? be
necessary cheque must

Drawer
presented to
charge
Maker 1
Acceptor prevents presentment
Payable where
found
at a
place no one .
makes
knowledge of presentment party
with
If
Non -
part -
payment .
Waives
right .
Interest
if not
agreed for
belated
payment shall be @18Yop.a .
fictitious
in
Acceptance Name
Acceptance for Honour : -
( 42)
see -
Bill Noted
for
Non
Acceptance
Bill drawn in
fictitious
-
I
but
of
name Drawer
Bill & Ind Orser
for better
security
signed y
on
,
in same
X writing Person not
t
being party
to Bill
Bill
Accepted
t ,
with consent
to
of Holden
Negotiated
to HDC
↳ Accept by
t
writing
Acceptor liable towards
HDC .
for
honour
of any party
( can't
deny)
thereto .
, of
Dishonour Instruments
Bill
By payment if
Non
Acceptance Bowe By Non
-
-
PINO te
if cheque Instrument remains
doesn't
Drawee
accept within 48 Has
Drawee
refuses accept
to
unpaid after maturity
Qualified acceptance of Holden
doesn't
give consent .
If default in
payment
is
Drawee
incompetent / fictitious / made
by
-
Not
found Maker in case
of
drawees doesn't
One
of the
accept PIN ote
Holden immediate
Acceptor ID naw ee in case
gets right of Bill

of Exchange
to sue all
prior parties Drawee in case
of
PINO te or
cheque can't be dishonored cheque
due to Non -
acceptance as it
does not
require acceptance
o make all
prior Parties ,
Notice
of
Dishonour to be
given
by HOLDER
prior parties (Except

to all Sans recourse In douser)
fact of
Notice must disclose dishonour
How ? be
by any
can
giventhan
Oral / written Party other Holden
same
Presentment
rules as
of
Party who doesn't receive such notice is

discharged
(see 98)
necessary if
Notice not : - .
dispensed by Party countermanded

couldn't
Payment
notice
Party give without
found
not
own
fault .
Noting Recording of fact of Dishonour by Notary Public

: -
Protesting certificate attesting

: dishonour based
upon Noting
-
Dishonour ) Banker
of cheque ( refuse
see .
138 to
payment
on
cheque
issued
by Drawer following grounds
stop payment
must be
Jones euted within reasonable time
garnishee order
/
Death
Ieirsolvency
Presented Not insanity of customer
in Holden's title
Defect
-
Presented Loss
of cheque
Altered mutilated
, cheque
Returned due to see . 84 Different signs
indorsemeut
insufficiency of Irregular
Stale / Post dated lune
funds Effect of Non -
dated
Presentment
Doubtful validity
Bouncing of cheques of cheque Application for
.
closure
of Afc .
Payee to
give Notice to
days
Drawer
Drawer within 30 has
sufficient balance
on
receipt payment to be
cheque not
presented by Drawee
,
made within 15
days Bank
Not
fails
Done
clone Drawer
discharged
is
Payee may sue

upto the amount
of damages
within month
1
offence : Twice the Amount

-
of cheque I 2
years of
both
Imprisonment or .
Offences by companies
offence committed & proved
by company attributable
that
offence
committed with consent
of or to
negligence
officer
in be held liable
charge they
an
,
shall .
Cognizance of offences
complaint made to court in
writing
by Payee or Holder in due course
of of
within 1 month cause action
It shall be tried
only by
a court
-
If cheque delivered
If cheque presented
otherwise
for collection
through through
Account Account
of Payee
where branch Branch
maintains AfD
of Drawee Bank
Drawer maintains AID

(in which he (where
is situated is situated .
Every offence punishable compoundable

is .
Material Alteration
which alters
(
effect)
character 4
legalinstrument rights
or
time ,
liabilities
of
Amount)
(change of Date ,
peace ,
)
Allowed :
Effect ( see -87
-
Town?s÷fwn of Instrument shall be

void
Blank Endorsement
.
to
full Parties
Bearer into order .
consenting
not are
discharged .
Protection shall be
offered to
person who makes
payment
on altered instrument which is not apparent .
Discharge
of Negotiable of Party
Imf
tenements
elmore
Discharge of party
Parties
discharge of
all
of Instrument
of Party
payment Party primarily liable
Any party makes
makes
payment
t ,
payment
d .
All
parties discharged subsequent parties
discharged
Cancellation Holder cancels name Holden cancels
of Party primarily name

of one
of
liable
party
the
t, t,
Aee subsequent parties

parties
discharged discharged
Release Holder renounces Holder renounces
right against Party right against any

primarily liable
t,
Party to
Aee subsequent parties

parties discharged discharged
Negotiation Party primarily Party already
liable liable
Back becomes Holder of becomes

Holder
Negotiable t,
Instrument
of instrument
t,
subsequent parties
discharged
fee parties
discharged .
Lapse of Instrument
discharged
Time on
becoming
Tome Barred .
drawee Parties not
Allowing
more than 48
consenting
Howes
discharged
qualified Parties not
Acceptance consenting
Material
discharged
Parties not
consenting discharged
Alteration
No notice
Party not
of
dishonour
receiving
Notice
of
discharged
dishonour
Insolvency Party insolvent
discharged .
Indicate Counteract Alek 1187122 ,
④
⑤ educate ccoixkaads
)
of ( Chapter
Contract Bailment -
II - sections 148 to 181
Delivery of goods by person for Purpose

one to another some
can be
Actual
symbolic
-
constructive
Bailon Bailee
when
purpose accomplished Indisposed
according
be returned
of person delivering them

to directions .
Bailon Bailee
Essentials
movable
This is a contract
of
bailment
Only for
( money)
Not
which certain
goods
confers
upon
Possession
changes
rights
and duties
must return
Bailor and Bailee
goods
same
essential
Delivery
following
in the cases
can be
implied
Law also by
Gratuitous Non
Gratuitous
-
B. ailment Bailment
for some reward

charges
No or reward x.
Hire
charges paid
by
bailee
OR
for the
for the
custody charges
benefit benefit paid by bailor
of
.
Bailor
of© CA Shivangi Agrawal
Bailee .

Duties
of Bailor
Liable
( material
to disclose known
,
faults
Duty disclose
Gratuitous risky
1 to on
in
faults ( see )
Non -
Liable to
goods
150
gratuitous disclose all
if disclosed
Not
known
faults or not
for damages
Bailor
for
-
liable loss .
Bailon liable
2 Ordinary Gratuitous
Duty
to ( Bailor) to
expenses pay
reimburse Non Bailee liable
ordinary
-
expenses Csec 158 ) centra

gratuitous to
pay
expenses
Bailor liable
Gratuitous to
or
bailee
Non -
pay ,
may
gratuitous
recover
if paid
If Bailon does He must
compensate
3
goods lent
premature bailee
for lossy
gratuitously termination
damage .
¢ If defective
title Bailee sustains
loss
Duty to
indemnify
of goods
some bailee
Duty
5 Termination
goods
to receive back on
Duties
of
Bailee
of goods for
take reasonable care Not liable less
o
.
not / loss
if negligent by unavoidable reasons
does
Not to make inconsistent Iunauthonised use .
If ,
bailment → voidable
AND
at
option of bailor
Bailee liable
for all loss
igoodsmined
to
Nyt
mise
without consent
If mined with If y n
's consent
Bailor
separable
Not
separable
k k k
pay for
Parties to have Bailee to Bailee to
proportionate expenses and compensate for

interest loss loss
goods expiry of
Bailee must return on time on when
purpose accomplished
t,
if Not
t,
Goods at risk
of bailee
Bailee liable
for any loss 1dam
age
even
if
Negligence
without
to bailor accretion to
Bailee
goods
must return
bailed
any
bailor had
allege
to that
right
Bailee has no
no
bail
goods
to the
authority
.
Rights of
Bailor
To does act
if
terminate bailment bailee
inconsistent with Terms .

any
Demand
goods
back
if
lent
gratuitously for specific

bailor shall
indemnify if any
but
period loss .
3rd
Right
to sue
party who does
any damage
or
deprives from using goods .
right
to sue bailee to
enforce his duties .
Right
to claim
damages from
unauthorised use
of goods
goods
accretion to
damages from mining of goods .
Rights of Bailee
goods
the returned
get
.
indemnification of defective of goods

To claim in case title
To receive
compensation in case
faults
not disclosed
by bailor
To recover
expenses in
ordinary bailor case
of gratuitous bailment
benefit of extraordinary
and
for
the
expenses
to
file
suit
for deciding title and also
against wrongdoer
right of © CA Shivangi Agrawal
To exercise lien .

Right of
lieu
of Bailee
lien
General particular lieu
property
to
Right goods
retain retain
Right
to on
skill / labour
general of
which
of Balance for
another
exercised
of
Account .
finder of goods
He
of
has
rights
same and duties as bailee
following rights
Also entitled to
Right of of sale
Right Rightspecific
to to recover
recover see 168

.
reward
cs§?%df)
cutpurses
If
Right
u with
with
to sue True can't be
found
to
right
no owner
and
Sue
for right on
same but
of
lien He
refuses to pay
right of
lieu
lawful expensesand
Goods are
of perishable nature or
amount to 2/3'd
Lawful charges
value
of goods .
Contract
of Pledge
of goods security for Payment of
Bailment as debt etc .
Rights of Pawnee Duties

of Pawnee
Retain
goods
till debt
paid is fake reasonable care
of goods
NO unauthorised
goods
till
Retain
subsequent use
advances
off
paid
.
Return
goods
Receive
extraordinary
for preservation
expenses .
Not to mine
goods
goods if default goods
sell .
return increase in .
Sue Paw nose
Pawnee
Rights of back
Duties
of Pawnee
recover
goods
Pawnees duties
'
Pay Debt
Enforce in
deficit
pay extra
on sale
goods of
receive increase
pay foeordinary expenses
goods preservation
the taken
get
care
Disclose
receive notice
of sale
of goods .
faults in
Indemnify
Pawnee for defect
title
of Indemnity
Contract
If one
Party promises
conduct
to save
from
other
Promised
loss
by of
caused tohim
Any person
Parties
Indemnifier Indemnity
Holder
Indemnified
who Promises to who is to be
save
promised saved
Indemnity expressed / implied

can be
125 )
Holden (Seo
Rights of Indemnity
.
Indemnity Holder has

Right
to recover
right
to recover all sums
paid under
damages
which he
compromise if
-
Indemnifier
is
compelled
to authorised
pay in any
suit OR
did not
in
respect of
matter
Indemnified
covered .
contravene orders
of
acted
indemnified and
in Prudent manner
in
Right
to recover costs
Ide
if
suit
bringing feuding
authorised
Indemnifier OR
did not
Indemnified
contravene orders
of
acted
indemnified and
in Prudent manner
tee
3rd
To
perform a
promise or
discharge liability of person
in case
of his
default
Parties
creditor
Sweety Principal Debtor
Person who Person

whose
in
respect of Person to whom
gives guarantee default guarantee

is
given
is
guarantee given
Essentials
All
of
essentials
consideration
a Valid contract
127
according
to see .
.
Capacity to contract
[Principal Debtor
may
be
incompetent
to contract ]
Oral / written
and not time barred
Debt
legally enforceablePrincipal
.
Debtor
Primary liability of when
secondary liability ofmakes
surety
which arises
only
principal debtor
default
.
No
misrepresentation does
join
not
if surety
Not valid co -
.
for Sweety
obtained ?
Any guarantee by consideration
/ (see )
misrepresentation concealing .
127
material circumstances done I Promise

Anything
invalid
benefitis of
is
)
made
forDebtor
Csec Principal sufficient
.
142 143
,
types of guarantee
specific continuing
which and which extends to
fired
is a
of
series transactions
particular
.
Revocation
Notice
Anytime by givingtransactions
only for future
of surety
Also death
by
.
[See ]
Sweety Liability
's .
128
is co -
extensive with that
of Debtor Taff
default by Principal Debtor

a. rises on
limited
Creditor continuous
Sweety directly
sue
may Notice 1
filing
without suit conditional
giving
against Principal
Debtor
Rights of Sweety
Rights against Principal Debtor
Right of indemnity
entitled claim all
to
Right of tosubrogation
sums entitled all the
rightfully paid rights

which creditor could
Debtor
against
claim
Right against creditor
right
to claim securities
Right of set -
off
which creditor
claim securities
Amount recoverable
Principal
bybe
If returned
Deb to eel
discharged
had
Sweety may
.
to such extent .
claimed deduction
as .
Right against co sweeties

-
contribution
Right share
benefit of
Right
to to
securities
unless
contribute
equally
some
receives
proportion fined subject
to
if one
surety
co -
others entitled also

security
if any
maximum limit
,
to share
benefit
-
Discharge of Sweety
Notice
of Revocation ( Principal
) Sec .
130 -
specific if liability of
-
debtor accrued not
continuing only respect of future transactions

in
-
Death )
of Sweety ( continuing
see 131
guarantee
-
.
-
Automatically revoked
for future transactions .
Variance in Terms ( Sec .

133 )
If variation in terms 1 conditions
of contract without
Sweety
's
consent ,
discharged for © CA Shivangi Agrawal

after transactions variation

of Principal
Release Debtor
Novation on
discharge of Principal
creditor
by resulting
in
Any
act
debtor
composition
with
Principal Debtor without
Sweety
's consent
creditors enter into a contract with Debtor not to sue him
's
extends time
surety
Crediton without consent
Sweety discharged if
not -
contract
of extension
of
time is made with Third
Party
Mere
forebear once
by
creditor to sue
Principal Debtor
Loss creditor ( Seo 141)

of securityextent
by Sweety discharged to
- -
such
of loss .
Sweety
's 139)
remedy impaired ( see
Sweety discharged
eventual .
-
/ omits
if creditor
does
resulting impairment
in such .
Invalidation
if Misrepresentation concealment Non
-
-
, ,
sweeties 142,143,144)
joining of (see
co -
Contract
of Agency
definition He who
Rule
through Agent is
.emsqoy
No -
-
acts
?
How
identify Agency
to
Through Test
Privity
can a Person bind Can He establish
of contract between
his
Principal Principal of Third
Party
Yes
then
Agency
Parties
Agent Principal
Person to do Person act is done
employed for whom
act
Person (
any and sound
Any even Minoans owned
major
Only Person
mind ) can be an
Agent
be can
Principal
Csec )
necessary for creating Agency
No consideration is . 185
Modes
of creation
of Agency
Empress By operation
of
Law
Agreement Estoppel
Implied
It
may Necessity Ratification
be
oral ) Agreement
written
but
Representation Law treats
expressed that certain a

person as Approval of
act
of
Agent
is
person Agent Pretended
Through zwrhdicpharey Ef Partnership agentegbeyo

-
'
conduct and believes to be Principal .
true
of
behaviour .
Parties Actual Express I Implied

No
Necessity
communication full knowledge
whole Transaction
Bonafede interest
act to
3rd
Party
to
protect
No
injury
Reasonable Time
of Principal
Reasonable care
communication
Acts
Lawful
.
's
Extent
of Agent Authority
In normal In
circumstances emergency In
that possession
All acts
of goods
man
do all acts
lawful of ordinary Prudence No contact
necessary
in
discharge would do to
prevent Bonafede
of functions losses act
Actual
necessity
Duties
of
Reasonable
Agent
an
.
conduct business work with Not to deal on his

in accordance reasonable own account
knowledge
with directions
by diligence care without
,
Principal and skill .
of Principal .
To render Not
Proper
to make
If done
Profit
accounts to secret
Principal Principal contract

may
repudiate
claim
frombenefits
4
delegate
Remit all sums Not to
's
received in
Principal Authority appoint Agent
or
.
account
sub
Agent
-
obtained
info during against Principal
Not to use course
Rights of an
Agent
Retain
receivedmoney
out
of sums to receive
agreed
remuneration
Agency forincurred
in usual and
If not
agreed
-
model
advance
remuneration
enfoeuses 217)
customary
and
(
see .
Lien on
Principal 's
goods . Not entitled
if guilty of
property
until
,
papers misconduct
remuneration received
To
host
if Agent
waives his be
indemnified by Principal
right on
lost
possession
against
acts done in
To claim of good
consequences done faith that
compensation lawful
actscaused
injury
3rd
for injury caused
's
in
authority party
to
because
of Principal If act is criminal ,
Principal
neglect
or want
of skill not liable to
Agent
.
Interest (Sec 2023
Agency coupled with .
If Agency created for securing some benefit to agent

and above remuneration it is
over
coupled with interest
,
of
such interest must exist at time creation
This
type of Agency prejudice
can't be terminated to
interest
of
such
deathlairs
Principal
unity of
or even on
This
Agency
is irrevocable
's
Principal Liability for Agents
'
acts to
third Parties
when
Agent
acts
of
within the
scope more than
given
Authority authority
Principle is liable what he does
beyond
can be can't be
separated Sep quoted

Principal
fact
bound
which is for principal not
whole
part bound
for
within
authority
3rd
Principal
he induced believe about
party
bound to
if within
agent acting Authority
.
Notice to
agent
deemed as Notice to
Principal
deemed
Misrepresentation by agent
as
misrepresentation
by Principal
.
Agents Liability
'
entered
for
contracts
Agent Jonsonally
is not liable
Principal behalf
there
it 's However
by
on are
. ,
certain
exceptions .
Personally
where
Agent
Cases is liable -
In
of foreign Principal
•
case
when
Agent
does disclose
not
of Principal
•
name
• Non -
existent
Principal
Pretended
Agentexceeds
•
•
when
Agent
expressly provided in Authority
contract
instrument
signs Negotiable
• in own name
Rights of
Third Parties
Third doesn't know about

party where
Agent Personally
liable
Still has Poyincipae

,
Also
rights against Principal 3rd
party may Agent
make
,
may refuse contract on
principal
liable
knowing
about
Principal
Limited
Party
know third
right 1if
Third doesnt about
party Principal induced
Agent Principal
Principal wants Performance I
to act on,
belief
that
Principal
and duties
subject
b/w
to
rights
4 3rd
on
agent
will be
Agent party exclusively

liable .
Termination
of Agency
By Revocation : -
anytime before authority

be revoked exercised
Authority may exercised )
by Principal
(Not if Partly
allowed
May
be
empress or
implied .
can't
When
Agency
is
coupled with interest
Principal ,
revoke
prejudice of such
to interest
agency
If revoked
before period fined Principal must make
compensation
-
Revocation
after giving
reasonable Notice
By Agent renouncing business

of Agency : -
Just
Principal may
like revoke ,
Agent may
renounce .
Compensate for Premature termination

Reasonable Notice
completion of business
Death
linearity of Principal Agent
Insolvency of Principal
Expiration of Period of Agency
Agency
Mutual terminate
Agreement
to .
Destruction
of subject Matter .
Sub
Agent
-
Person
employed under
original agent
the
If Properly If not
properly
Appointed appointed .
3rd parties
Principal not
3rd parties bound to
Principal bound to
responsible
Agent acts
to
principal Agent responsible to
Principal
for of sub
agentto
-
and 3rd parties for acts

of
agent
sub
Agent responsible
sub
-
Agent responsible
his acts to
Agent for Sub
. -
done
by
him
Agent foris not
acts
Sub
to Agent
not
responsible
-
Principal except in sub -
Agent responsible
case
of fraud to
Principal .
Substituted
Agents
Person
appointed by Agent to act as
Agent for Principal

just
He is like
agent
an
Due Person
by Agent selecting
care in such

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CORPORATE AND OTHER LAWS

CORPORATE OTHER LAWS

CORPORATE AND OTHER LAWS

Megs NE( 'g:qy Descriptive

18 Marks (30%) 42 Marks (70%)

Other Laws (Ioane]

12 Marks (30%) 28 Marks (70 %)

CORPORATE of OTHER LAWS

Penalty fine Damages

Then sent to President

Union list Entry of

d¥ggf Anytime before to to

with relevant rules .

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Chapter I~ Preliminary [Section 1 & 2]

Private (section 268)]

Exceptions Restriction prohibition Limitation

Public (section 24151

One Person [ section (62) ]

One Person Resident

is member and can be sole

than one OPC

Nominee which can be

Associate (section 216)]

joint significant 320% Total votes

PUC 50 lakhs15am Prescribed

Turnover crores / sum Prescribed NOTHING PRESCRIBED YET

Man 100 crores can be Prescribed

Company /Body corporate

incorporated outside India

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business idea and

necessary for incorporation

PROMOTER IS NOT THE AGENT OF THE COMPANY .

Members liable in certain cases [Section 3A]

after incorporation of company

Public seven two

Memorandum cels 2156)

Respective forms specified in schedule I

Printed divided into numbered witnessed

regulations of company for

Printed divided into numbered witnessed

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Roc restrictions 4S thread

Rule 8 Rule Approval Rule

Reject Approve prohibited 8A CG of SB

> anne reserved

If found latex that Name reserved till 2

give opportunity of beingso

strikinmg%ff.name from Register Penalty of leaker

→ MOA and AOA

Prepare all documents

Submit Document with CA and

direct that direct pass

immediately capital share

saubgggffibgrmtho.es paid Iso

compliance Of the '

If Registrar has reasonable cause to believe

company doing business

Registrar will do Physical verification

Default found default

find Nominee MOA