Corporate

Book Chard(opy) Law &

I
C
Notes
-

Colourful Other
- =

- Multiple
Unlimited Views Laws

-Ashtday Support
-

Notes
VoiceSummary
&

~CAfinal
By CSG
-

- TestSeries (Evaluated) AIR

-
-

10 , 500 >
- 31StDec2024
-
-
-

SG
C
 ②

Chapter 1 causue or be sued

(4
Preliminary -

①
to 6 marks)
② -
(operates by directors)
③
2020)
Company =
Separate Legal Entity +
Artifical LegalPerson + Perpetrat
④ Succession
Common Seal

f
+

of
Signature Company ↓ created
by Laroend
by

⑦
SG
Seprate Legal
Stamp
optional-
&
2dir + 1CS
Or

1dir + 1/S (OPC)

Limited Liability
putto

⑤
an

Law
alone

·
Entity Company
-
Directors

Members

eyes oflow
↳
C
Ceprate
Personality(
↓
L
Solmon us Solmon Lad
Shares E 1
20, 000
10, 000 Deb
E
share-wife
&
-

87S2E Cash 1

- solmon Solmon Ad Share -usons

4

↑ self daughter
I

ority
1Share

-
-

Personal Asses
Deb (
-

Transfer Solmon &Solmon Lad

Debenture
SLE

Est
Priority
-

-38782 H = Solmon IS Justa Coincidence

Business Collapse - creditors

 ②

Bacha F .

Guydar vs CIT Lee

Farming us Lee

-
Dividend
Pesticides &
Ensecticide

#
Spraying
>
-

holder ↓ engagedin
company
Mu Lee -
Pilot >
- Accident

Agro Incomefor Me to
Bola-
Agro
Business death

Court Cexempt) Wife >

-
Co - Claim

No 10(1)
↓
SG
SLE

Cast
+
Lee
deny
>
-

(Leeforming

Compensation given
↑0%-

held
of Shares
by

since died
LEE

So heis the owner

service
during
C
Lifting Up the Corporate Veil
Court >
-

Power

↓
of
misutilisation
she
inspects >
-

and punish the directors

disregard SLE

① Protection of Revenue ② Labour

Legislation
Dinshaw Pitetie vs CIT Associated Rubber Industry
Mackenjee
④ Misconduct
③ Alien
Enemy horned
Dislaimer vs Continental Tyre Califord Motors us
 ③

③ Unlimited
liability of members is Unlimited
Liability winding
-
On up

Guarantee 2(22)
>
-
Liability Upto Amt
guaranteed in MOA

Limited -
(Note ! Can be called
transfer of
only
on
No
up
Fut unless

I ~
Shares 2(22)
PowerAOA .
dissolution)

unpaid
value of
limited shores
Liability is
upto

Can be called up at

any
time
during business

⑦
SG
kinds of Companies
Size Printe
Company
-
200 members

- transfer of shares
(Restrict)
Partly Paid Up
Auditorto

Notice to
decideprice
existing
Finite deposits
from Public members
Prohibit
Instrument
defective
Public
Company-whererestrictions None
of the Above
I
C
exist
↳ in on shares

10
>
Small Company-PS40-
S

AND TO <400 Special ActX

Employee to offer
Shares only to
↳ 100C Listed Co X members
-
Public Co X
OPC-2(62)
- Resident
() Members >
->

Citizen Indian x

② Nominee >
-

Citizen Indian Resident x

1 Nomine
Member (in 10PC) +

Nominee
If both member die -- COPC

he has to settle the ⑤ 2 C Member

case in 180
days ⑥ Business >
-

Reofit
>
- NPO X

>
- NBFC X
 ④

② Liability - Ltd
by Shares

Guarantee 2(21)
2(22)
-

↳dby 2(92)
-
Unlimited

③ Control Holding Company -> One or more

subsidiary
hal of total Voting
hold more than one Power
-
2
Subsidiary or

· Note In India
only controls the BOD.

allowed
layers are

Co
Fa Company
on20 Sept2017

days
CRL-
has

ROG
>

SG
2 layers
↑

~
If layers
after
increase
are

notice cannot

again
reduced

↑
2
For
determing
-

WOS
layers X

Whatis
layers FS x

RIL textile >

-

I
C
L

00 %.
-
staye
20th RIL
fresh-> >

Sept2017 170 % 2(6)

Associate Company
-
RIL Jio > endlaye
Only layers
2 -

>
-

Allowed ↓ 80 %
A Ltd
-
>

stible
RFL/Power X- -

PSC

Shares held in
Fiduciary Capacity
 ⑤

④
listed X
to
Capital
On the basis
of access
NCD'S
Equity Iconvertible
·

>
- ·
NCP
Securities Pref/DebtPublic-
Listed
Company Specified
-

-if
· Listed in Foreign STX

these securities
Stock
are
listed
Recognised Exchange
-> even

I
Co is
On Stock
Exchange
listed
Not

~
Private
↳. NCD'S
Unlisted
Company Not listed stock
on
my
-

Exchang
⑤
SGGovernment
Company Atleast 51%.
of PSC

-
is

CG
St
held

Combination
by

of CGTSG
Combination
of SG
-

sub of
C
Government
Company is deemed

Gout Co .

2142)
⑧ Foreign Company
- Outside
Incorporated India
+

Place business India

of in
-

/I -
L ~
Electron is
Agent Physical
 ⑥
· Applyto
Order
in

Dormant Inactive
Company

r
Finectant
to

+ is
at status
Grant
States
of
↓ -
2
last
>
-
FY
Continuous

A
-
-

Financial
Status Acquire Dormant
Nosignificant Or statements

Company Registered Accounting &

Assets
Transaction
Annual
Return

Did not submit

- IPR
to ROC
-
Patents .

SG
Partnership Act 193-
Maximum Partners

↓
Co Act 2013
↓
-
Maximum Number 464
of
Members
C
In Association
any
I>
~ -
cat
As
t

Partnership HUF

⑳ X

in
Co Act Upper 4
↓ & ,0 limit

CoRules 50 limit (Rule10)

1
100 ,000
fine End of Chapter
+-

Unlimited
liability
 ⑦

Chapter 2
Incorporation
Idea Section
3A

-
typ oncompany
Charger -
Minimum number
What maintained
+
Put Co (shaan + Ajay) ifnot liability unlimited
-

company
2 -

Promotes
-
Company ->
SG
starts the
7

>
-
-

1-OPC Co
Pub Co

Idea Alter Alter

Nikni
Section >
-
Section5
- -

MOA

oe
Registration -
-

2(69)
-
AR or
S
C
Prospects cont
~
-

Name >

.
INC-11
-Section - ↓
control Affairs of the company
-
-

MOA
-

Directs the BOD

21 7documents ↓
case1-ROC checked documents
digits Alphanumeric - -

*
found false Info + 447

Company Registered
business MOA + AOA
Case2 , ·
-

started > ROC

Informed of
For
-

Complete inform Address Correspondence

-fraud
·

C S

company officer MOACAOA

- · Declaration CA/CS/
is punished by NC 447
last en Froud <-
Declaration + Directors
Members (INC-9)
/
·

· strike off Name

Up
· winding
·

extend Liability Unlimited

Conviction OL
change ofManagement
Offence of MOA (first Member)
·

-
O
Subscribers
Particulars Subscribers
of AOA-Directors (DIN)
·

En case a
body Corporate is holds ·
Directors interest ,
if any
shares in the can appoint representative to act director
company a as .
 ⑧
>
Promoter is neither an
agent the trube of the
company ,
but in a
-

nor

the
fiduciary relationship with
company
.

I
A relation,

oftrust
What are the
functions of a promoters ? (4 marks

① Generate the idea of starting the

company
② Feasibility study of the business
.

④
③ Taking SG
Authorised
decision

Capital
with

of the
fundamental question

Company
-
↓
New start

takeover

existingtriness
③ Preparation of MOA CAOA .
C
⑧ of the company
Decision on
first directors

⑦ Arrangements for issue

of shares

Note :
If the
promoter makes
any
secret
profit company
can

O Repudiation of
=> contract
RRS
the
>
-

Recover profit
Suit Breach
>
-

for
Note : The
Company's Act does not allow
payment of any
the
Salary
to promoter .

(But ifCompany pays solary

the
promoter can accept)
it
 ⑦
-
But
if the AOA provide for payment of solary lawfully ,
promoter cannot
recover
if company disapproves
Remuneration shares at discount

E
>
-

Shares >
- shares sold commission on same

Related
>
-

Buy shares in
future at
fixed price

E
his
property higher
Properledy Buy price
>
-
at

SG
One Person
Company
Member
=
>
-

pay lumpson

Indian Citizen ↓ Natural Person

+

Indian Resident
Required to
Not
being
C
+

But should
stay in India
for 120
days
in PFY

Section 3-formation of OPC

Yo Nominee
Caset
Littis o

a
,
Th - duz Nominee
nen- Coinsa
Member (Name in MOA)
cased

day INCL
- -

Withdrawal of By OLD ↳itish > 30 to Co -> ROG

to
New ROG
consent Lithish
Consent CO -

is , to
7

Surya o

INC-3
foreward
O
15 days
 ⑩

Note:
If the member wants to
change the nominee the
&
case will be
it . INC-4 in 30 New Nominee in
same as case 2 above
day
15
.
days
Note :
If nominee expires prior to member
,
then the member will
2 in 30
appoint new nominee same case as above it. INC-6 days
and New Nominee in 15
.
days
Note: CFS is
exempled if AR us &2 and
fet als 187 is submitted

to .
ROC

Note :

Note
!
Annual
SG
Section
Return

96 (AGM)
to be

is
signed by
not applicable
1 Dir + 1CS

to .
OPC

Section 10A -
Commencement of Business
2 NOV 2018
> Co Incorporated on or
After
C
Applicable
company having share Capital
form
2 conditions -
-
declaration 20A -

Money (verified) By CS/CA

company shall
file verification of RO Us 12

If Company does not

comply ROC can remove the name
of the company
-

Pre Incorporation Contracts

What-contracts which are entered
by the promoter on
behalf
of the is known Pre IncorporationContracts
company as
 ⑪

Generally After Incorporation

thesetransaction esity of
the
company Adopts promoter
Abnormal

② Pre-Inc Contracts
Company Reject the
Promoter
Note : is liable
② contracts with
party
Company alters terms
of third ,

Note: Promoter is
discharged
Until

the
company
accepts pre-inc

Once
SG
contracts it
not liable
the

the
Company
same
is

on

accepts the contract it is bound

by it
.

Section 8 -
Non
Profit
C
Licence Gout
Any company engaged in Cancel
by Punishment

promotion of art culture, ,

cance , religion sports etc. P Public Interest Fraud-447

,
-

Against

cannot declare dividend to R Not Rules

complying with Cancel Licence
Company 1st
-
-

Regulations
to
member
its and transfer wall

O Not objectives
complying with
=

①
Benefits
No Minimum Capital Requirement
&
-

Fraud
② Not required to attach the words PutLd or .
Ltd F
-
.

winding Or
merge
③ special licence
of the
government up with
④ No minimum directors are required
sold Liability Paid off
independent directors Asset >
⑤ of another
-

requirement
>
minimum
-

No

notice
⑥ The NPO can send a 1 days clear
surplus Up IBC
winding 8
Section
->
on

SRC Fund
⑦ No need for NRC and

⑧ A
partnership firm can be a member
of NPO company
(similar Objectives)
 ⑫

Section 4 -

MOA

Itis the charter

of the company
=>

of
It contains the and
>
objects scope of the
company
-

powers
"Void"
>
-

Any Activity
outside the scope
of memorandum
of Association is

Content of Memoran deem

① Name

③
②

④
⑧
⑥
SG
Situation

Object

liability
Capital
Association
! In
Note Case

MOA
of
the
OPC

MOA
Nominee Name is written

*O A
on

Table A By Shares
Ltd by shares
7
F

Table NOT G
B Adby G +
having SC Ldby G+ Having
t
=
C
Table C =
Ltd
by G +
Having SC I
dby C +
Not
Having
o

Table Unlimited Co NOT

having SC
D = + 1 Unlimited(o + Having SC

E Unlimited Co
Having SC Unlimited (o + Not
Table = + J

having So
Reservation
of Name
New
Company Reservation can be done -
60
days (Maximum)

Old
Company Reservation can be done 20
days (Maximum)
-

↓ extension

Ef extension after
20
By 40
days fees 1000
before expiry of 20 days from Approval
or after 40
days
&
E By 60
days fees 2000
before expiry of
40
days from Approval
& 3000
 ⑬
What
if the name is Identical ?

.
completed
]
be in
> Reservation can cancelled If Registration is process or
-

Penalty 100, 000

>
-

submitted to CG that
If company starts
operation and report is

name is identical

O direct
Company to
rectify name within 3 months (OR)

SG ②

③
strike
off

windingUp of operations
the name
of the
company
Oll

or

Note
!
If trademark is copied maximum period in which a case

can be submitted to CG is 3
years
C
Section 5-Articles of Association
AOA are rules
for internal
regulation of the
company

Entrenchment refers to restriction that articles cannot be amended

the
to relax provision i
.
e .
to
protect the
company
.
100%
.
Approval

· from of
Private Co ① the time incorporation
Companies
- Or

-
> Public ②
SRinGM
after Incorporation
 ⑭

Section 6-Act to Override MOA

,
AOA etc

1st-COACH

"If Inconsistentto
2nd-MOA

Company Act its

3M - AOA

void"
and deeds
4 Other
Agreements
-

SG
Section 10-Binding effect of MOA
&
A- CO & Member
link

inform MO
>

Considers)
"NO"
C
"Binding (Relation) Between Members"

Imp
Lection 12-Change of Registered Office
>
Mandatory to have head
office RO
.
-

or

>
-
Place where communications are sent ·

SRinGM
in 30
RO= Co ROG (with Same ROO)
Notice
of Change of
>
-
~ >
-

daysochange
f
INC-28

Shift of Office resulting

~
- in
ROC
Roc
Change
·

Co
· State
seek permission
,
change
RD provals
SR in GM
M
·Taz :
in 30
days
INC-23
-
 ⑬

25A -

E
form Active
>
-

Applicable to all companies incorporated on or

before 31st Dec 2017

↓ then
ferm Active

under 25A

2014
by 15 6. .

--
SG submitted
'OK'
C

②
Notsubmitted

Marked as

+
Non

Physical Verification of Ro
uls
Complying

25B .

② Changein Authorised capital

S =

② change in Paid up capital

E
C
③ Change in Directors
④
⑧
Change in RO-
Amalgamation
-
·
This isNot possible
without

e-formeve
Section 13 -

Alteration of MOA

⑦ Capital Clause Alteration =

ShareCapital 61 (Chapter 4) [SRinGM]

② Name Clause Alteration =

Sey >
-
SRIGM + CG (MCA) >
- ROG

CNeo
Addition
of Word Put ↑ does not
etificate)
Or
Put
3 require
O
approvalof CG
Deletion Word
of
 ⑯

③ Situation Clause

-
Application Reply
in
28)
Company
~
CG Approved ROC
-

>

in
a
INC-23 Go days
CO
CRD)

&
S -

Yoon
wait for
- 13
days
&

by /firstof
into interest
Company Public Notice
creditors + (Advertisment)
-

-
debts
discharged INC 26

[last 1 month]

④
SG
Object Clause

MoneyRaised inPostal
+ Advertisment +

- I
dissenting
Ros
choica

effective on

informed
O

Section -Alteration of
C
Articles

put to ente
b

)
Conversion
of Public Limited to Private And

⑦ Sanjoyd
Altered M
On on
Do O
-

↳
Conversion RD-1 MOA
company RD O

· AOA

· Details
of · MOM

Authoriseda SRin GM last3

· Deposits
(Members Approval) year Repaid
conversion KMS
·

declaration
 ⑰
-May201

Section -
Every
Copy of MOA/AOA to be amended

Every Copy of memorandum

the and article shall contain

duly
all alterations made to such MOA and AOA
.

-
1000
per copy
distributed (Co + officer)

Section Rectification of Name

If
SG 18 -

Company fails
the to
(same

comply
as Section 4)

with order
of RD to
change the

RD shall add the words "ORDNC"

Company's name

↓ forward to ROC
C
Roc-fresh Registration Certificate Aach 'ORDNC

ORANC
Note : the
company can
change its name
often being markets as
-

Section 17-Copies to Members

round,
a
Members
Suppl Company Members
 ⑳
Important
Very

Section 17-Subsidiary Not to hold shares in

holding
Company
Only allowed in the
followinga cases

① In capacity of a Legal representative

② In Capacity of a trustee .

③ Shores prior to
Holding becoming subsidiary
SG
Section 20-Service
Member
of document

ROC

&>↓ -courieer
T

&
-
Post

-
Post

courier post
Registered post Acknowledgement due
C
1-
Speed post
-

company
-

Registered post Acknowledgement due

-

fax
-

fax
- deliver it at Office (COMember)

Section 21 Authentication
-

of Documents

- Commonseal is used to Authenticate the Documents

-

Or

of
-
In
Absence Common Seal directors or 1 Director-ICS

Section 22 Authenticated
(All Bills BOE, Invoices
by
-

are
,

Common seal or a directors or director + C)

 ⑩
Doctrines

① Ultra Yires
beyondYour Powers 90A
-

company's
>
-

defines
Vic Point
whata
I
transaction void do
Any cutravires is , company can
Object Clause
↓

Effects of Ultra Vires transaction Defines Powers

of the Company
⑦ Nither the
Company nor the outsider can sue each other

③ The transaction is .
void

file
SG
② The
④ The
under

of
outsider

creditor
an

original
can

ultra
creditor
injunction order against the company
an

if paid off using the amount acquired

vires

for
transaction
the
company
,
,
steps into the shoes

② Doctrine
of Constructive Notice

E Company protected
C
Section 345-
Person dealing
shall
Any
with the
Company reda

-
AOA

Special Resolution

with
Before entering into a contract the
company
-

Outsiders - POV
↓
aware outsider
about responsibility
 ⑳
Endividual Protected
>
-
Doctrine
of Indoor Management
Loan

-
#ko #
& -
-

Issued
=
+

↓
an Bonds

Sence
-
-
-

⑳ >
-

Allmember
↓ Kane

&

O
SG
ur.
Tiwari
-

↓ >
-
made
by
director
Winding
p

⑱ - MOM >
- SR (NotPassed)
C
The doctrine states internal
that
any mismanagement of affairs is

the
responsibility of the internal
management of the
company
which cannot be imposed upon the outsider
.

following
However it is not applicable in the cases :

① Where the outsider has

Actual knowledge of any irregularity or

inconsistency
.

②
Where the outsider has suspicion but enters into a contract
due
without diligence
.
 ⑪
③ troid) the outsider
Forgery
the
nullity
is nither nor is
a
company

liable on it
,
the
person committing the
fraud is liable.

SG
C
 Example Purpose
Dates are
justfor
financial statements
- BIS
-
PIL

4674362447 -
CFS
Accounts
Notes to

Chapter 3
-

Statementof
-

changes in
Equity
Allotment
II
Prospectus &
Apply
Listing is CSGHd SEBI

I
A
>
-

-
↓ Po
luxury Apply
B
>

Registration
-

public
Company Prospectus
is el Recognised V
E t

compulsory exchange stock

D Document

SG
CSGLtd

will become
Approve

.
listed
CSGL+d
< (NSELBSE)
Approve
Reject
>
- ListedX

Cestian)
G -

F-Financial
General Info

S-statutory Info
↓Copy
Registrar ofCompany
↓
Info

sach
-
-> shares Issue
to Approved (Indon
- IPO InitialPublic
FU offer)

number
see
C
validity to
dars

Primary >
-
IPO/FPO Public
Issue to
shares Issue > -

Paisa (Max 2ndApril)

directly
by +

↓
CO

Stock Exchange
Secondary
>
-
-

Minimum

Cox holders
↓
- Up to 5 %
shall be Application Money
Of FV (eg APP 5 C
.
100
(No limit on Premium)

↓
Refund Money O , NO
In 15 days &
(after 60) Allotment -
Company-Seprotec
Chapter · of
shares Capplication)
Now th
Company O
Yes
ris
Bird EYE Can take the (within 60days from 40 % App) #
money
endofotday) (30days Subscription
of Septe
View out Minimum

Complete o
I transfer to

15
Within
Own alc [15 % paJ days After
10th
Refund App Money days
 Liability for prospectus
Mistatements in

Eg :
Amountof Fraud 2 lakh
I-
is 20 /akh
so
and 1 % To
of untere statement important Omitted
-

this is smaller
frowd
hurt
But if Public Enterest is

↓Penalty major
-1
as

or against Public
Interest Liability
Subject to circumstances Optional
↑ Fraud Rise x
Amt -
10 lakh
Of /
-
-

=into e
we LIO

XR

MAX

mes
Fraudant
rroof
risopros
fine
20 kats

BOTH
s

Punishmentols
SG
Criminal (34)

447 >
-
(depends
Amt
upon

of growd)
Civil

If
(35)

↓
Mistatement
M
-
Material

↓
R L

Loss

↳
>
-
Immaterial Outsider
Rely
how to Defences >
-

Officer -
Believed the same
Proposed
C
↓ Defences Officer ↑(withdrow)
save
Yourself fact to be the >
-

↓
(director)-
treeth current
IB .

(Public Notice
to save
general
Public)

LL
Person in I relied on

SwingOutside loss
ExpertStatement
Ot
which was not with
drawen"

Eg1 Mr Ramesh.
relied on a mistatement in the prospectus and incurred lon of

50 lakhs Co
-
+ Officer
C -
>
85
Officer -
O34 50 lakh
(Refund)
=>
Punishment
Eg2 Prospectus mistatement no shareholder noticed it
,
ROC witnessed it
Co +
officer
↓
Punishment
Section 34

Section 36-Wrongly Inducing Party to

Securities bu
Agreement
Trustationbae
-

Liable
&
SG
Lection 37 -
uts 447

Class Action ,
"
Common dispute can be submitted
Obtain

by one

single party"

Section 42-Private Placement

C
(50 in Attempt)/Upper 200 (lifetime)
Publice 3
Direct HNWI one

shares in one FY
issue
of ↓ ROC

↓ >
-

QIB, Employee ESOP

↑ file
e
without issue

↓
of Prospectus
Renof
Allotment
C
(PAS 3) ↑
list
of HNWI
-

↳ offer Letter to subscribeto shares -> Allotment (Not made

↳ in 60 days)
↓
Interestpay
ENOt1 Refund in
12 pd
.

Refunded 15 days
>
-
For Private Placement SR in GM
Everytime
Non
↓ But- Convertible Debenture
in
>
-

SR one time AmtRaised > 100PSCARSP

-

InFY
>
-
SR one time QIB
-

>
-

No fresh Private placement until the old placement is cancelled

or completed .

-Notallowed
- FEMA
Company >
-
landbroder with India Putplacement

I ·
Allowed

>
-
SG
Penalty
-
for default in Put Placement

Ant Raised

Zorores
or
National

(wel)
>
-
FEMA Rules

comply

in
Addition to
C
Leterest Y
Amt
Refund + .
 12-16

Chapter 4
Marks

Share Capital &Debenture

Nomination
43-72- smallest Unit
-
Share 2(84) Share share in the
of Company
share Capital
↳
-
means a

Capital Repayment
F - Preference of
Kinds

Of
Shares
SG Plain
*
Equity

Doff
Preference

erential
Voting Rights
Dividend declaration
M

ID AOA

I OR by Postal Ballot
(ii) Max DVR allowed
up to 74 % of total
Capital
>
-

(v) No
Priority
substitingdefaultdendon Pref
PD3-
Prefore Depositsoven e
↓

il company has Not

done 5FY pass by
-

LI E-
defaulted , if
after correction
Employee Statutory

Equitypossible)
Loan -

PF dueF)
)As ARNodefault se
*
Vanilla (i penalised in last sy of
convert
Not

any offence
-
RBI/SEBI/SCRA /FEMA
(Not
Exception :
C
-

& canvote on matters

related to preference

Perference Capital NotatingRig a ·

If Dividend notpaid
for 2 consecutive
years on Cumulative

Preference
share
Preference
-
shares .

Surplus
surplus
in
After Assets
winding up (
dividend

Lection 44 Shares are Goods-

> Movable + Marketable

Section 45 Shares are

distinctively Numbered
Section 46-Share Certificate ->
Document of Showing Title
↓ ↓
Valid document Shares >
- Owner
↓ when ↓

Company Seal Members

Or

Ldirs + 1 (S/1dir CS

Time ofIssue Subscriber to MOA

IPO]
=> 2 Allotment date
months -

SG
Section 56)

Members Apply to
>
-

Duplicate
2 months

I month

Company
-
Members

from date of transfer

-

>
-
X
by

month-for allotment of debenture

UnlistedCo

Listed (0-45 days

3 months of Submission

of Request
Share
Certificate
>
- lost
C
-

destroyed
-

defaced
- Multilated
-

torn

Member

Mr CSG >
-
Estappel Against
.

&
>
-

1000 shares

↓ company
60 PaidUp
J

Share
Certificate
Prevented

from
denying
 Equity
Section 47-
S Voting Rights of Shareholders
l *
Exception onpledie
By show
Section 48-Variation of Voting Rights of Shareholders

SG
Class

Meetings
action agreede agree

will have to
each
21
days
, Tribunal
-
↓
Declined ->

+ Variation
Allowed
Variation

Note!
Company pay
the
dissenting
shareholders

Section 50-Calls Advance

C
in

Yes call due in Advance

the
Company can calls
on

money-
· Voting No Extra
C
Rights No Extra dividend
Rights
Interest on Calls in Advance

(12 % pa)

Since
Shares
Partly PaidUp -

- Not
Company paid Up
· >
- Value dividend
↓ fully
Section 51 holder who called
paid
dividend
Advance
gets more

FV100 Called Up 60 -100 paid Up 10

eg
.
o

Rest -60 10 % 6

Advance -
100 x 10 % 10
 "

To
Reserves ?

Section 52-Securities Premium-free

Co Act 201
Accounting standards
133

① Bonus Shares Issues -

② Preliminary Expenses write off X

③ Discount or Commission on shares &debenture -

⑤
Buy
SG
Providing for
Back
premium

of shares
of Redemption of Prefand

uts 68
Debt

-
X

Section 53-prohibition on Issue

of Shares at a Discount
/ -
C
Flompany > Company -
officer in default refeend of all
Defaults Penalty-
Raised
Amount
money
with

↓ 500, 000 Or
interesa

(wet) 12%
pa
Sweat
Exception : Issue
of Equityols 54
: ESOP : Internal Reconstruction

Section 54 -
Issue of Sweat Equity Shares -
Equa standing
with other

Equity

~ tion alter ch
otadiscount
IPR/know-how/ Asset Exclusive
Rights
-

C
Employees of
& Permanent 3 Endia/outsidet
 ⑩
Creditors ab --Dr 500
&250
-

To Bank

-
⑳ 100
To 230
Equity To
Equity 230

(5)
100
2 5 a shares
-
of 100 each) ( Shores -
2 789)

SG
C
 15/25/50

startelp in
10
first (inyears
150 % f SC

1 FY)
↑ -
12 months

3
years
Company Details · Number
of shares >
-

↳
SweatEquity [15 % or 50 (weh)

SR · Price overall at
anytime 25 . PSC

]p
50Y
↓
Valid
fork
· Discount
yes in Period
of Employees
.
months
· Closs , lock
5c

Importantfor Short Note & MCQ

Section 55-Redemption of Preference shares

Out
SG of Profits

↓
.
Return*

fresh
I
of Capital Amount

shares
issue of
years-Infrastructure
30

After
↓
20
years
Maximum-20years

>
-
10 %
related

redemption
Projects

Every
Nominal ↓ year
Value CRR X
redemption is
Note :
If
C
= at Premium

follow 133-Free
e
Go

R
so Not
following -
FR
Issue
of Bones 133 Or

SPR

Shortage offunds to Redeem

Company Tribunal >

-

permission to issue
fresh Pr redeem
Pref
↓+ existing on redemed
Prof
Approval 3/4th
 Section 56-Transfer and Transmission (Anyroult Penalty 50, 000 cn]
Transfer >
-

By Choice
transferor)
⑪ (stamp sign)
inGod
deposited en
Sh-6 Co
3)
> > (
-
-

mp

transferee transfree
② shares partly

(fraud involved =
447) paid up

for
wait e
weeke
Time Span 2. 6 1
:
to issue
&
Certificate
SG Transmission

-
>
-

No deed
Share

ByOperation of

Needed
Law
IfnoObjection
"Register transfer"

Just submit
Proof of Death
-

stores
transferred to Nominee/Legal Representative
C
Transmit

son
Dad (death) >
- viral
Shores
(Valid Yes)
Transfer
-

sell -

Section 57-Personation
Where
any person deceitfully personates as a owner
of any security
- -
to attain
to attain
O
Or
Attempt to
Attempt to
attain
attain
security Money
Punishment-Jail 1/3 years Fine lath/5lakh (1 : 3 /1 :
5)
 transmission)
Section 58 Refusal -

by Company to
Register transfer
D

Replyb>
e
days Feibun
No
Private Transfer Forstree
Company e &[0dd]
is I refused to Register in 10 days

Orderof Tribunal -
Reasons Notice
of Refusal
-
-
58(5)

↓In days from transfer 60 days)

30 Deed (30 + 30 =
Follow

Appeal
transferor/transferee >
-

in 30 days
Tribunal (58(37)

Note :
Penalty is same as Section 57

Prison 1/3 years Fing 1 /Blakh

SG
Public

is
Company
I refused
No

to
D
Reply by
company (
Register
ie .

Transfer/Forspree Feibun
en
in

today &
EEVENT

Orderof Tribunal -
in 10 days

Reasons Notice
of Refusal
<
-
58(5)

↓In days from transfer days)

30 Deed 30 + 60 = 40 Follow

Appeal
transferor/transferee >
-

in 60 days
Tribunal (58(4)]
C
Note :
Penalty is same as Section 57

ie . Prison 1/3 years Fing 1 /Blakh

CRUX : Private 30/30 days 1 60

days 58(7)(3)(5)

Public 30160 days I 40

days 58(2)(4) (5)

Section 59-Rectification of Register of Members

*

Mistake? from
What is the omitted ROM
of is

3
Name a person
*
Name is entered wo
of * a
person cause .

(
In
entering the name of a person as Members
delay *
member
In removal of name
of a person who ceased to
 dismis Rectification
Duke Tribunal damages
+

- · hear

↓
↑
oting Rights (ACTIVE)

Section 60-Publication of Authorised Capital (Registered) (nominal)

-

Issued Capital
-
Paid UpCapital
-
Called Up Capital

Section 64s

Notice of
Alteration

Capital
of
⑦
SG
Section 67-Alteration
Increase in Authorised

divide
in

Capital
Capital
(100 000
,
Clause

shares
(Alteration of Capital)
of 10,

(100
New Add 100,000 shares
of10 exch)

of larger amount &

(53) ② Consolidate and into shares , 000 shares loch -

Company
10, 000 shares 100 each)

0 / n
③ Convert
fully paid shares into stock (Issued Authorise
C
subdivision
of shares denomination (10 000
ROC
④ into smaller , shares o 100 each - > to

100, 000 shares & 10 each)

⑤ shares taken Up (100 000 shares issued
,

Penalty
Cancel which
of are not ,

40,000 shows subscribed shares

cancelling
10 , 000
,
-
CO Officer Procedure
500
500
old

Old ↓ AOA Power >

-
OR in GM
Approval
Submit , ROG (Altered
Copy Of Moa
Flakhs Flath

Summary trick
Cancel Reduction
Subscribed Capital ->

Unsubscribed Capital Cancel ->

Alteration
 Section 62-Right Shares & interfere with
3
this section does not

ESOP/Sweat Equity etc

The
first right to subscribe to shares is
given
to
existing
-

ShareholdersI-
12A Notless an
7 days too treject
Accept
Renouncetest
COAct 15 days
Co 40x. consent
Exemption : Put
ofshares
No to other person)
Renounce
e

Time

Company
SG let er Shareholde
-

, a

-
Gout Loan or Debt is
being
converted to shares -
If this results in

↓ of
shares here) increase
(No question of right
Authorised Capital

-
financial Position of Company ↓
detrimental (loss) Permission
IfCompany feels the conversion
>
-

is No
C
↓ is Needed

Company can
directlyApproach the tribunal
from
-

CG'

Section 63-Bonus Shares

↓
of
sources Reserves
-

Capitalisation
· Free Reserves

Before Bonus ·
SPR (52) Journal After Bones
(55)

-
CRR

s
·

Resal---Du
1
100, 000

La ESC 100, 00

Note , Revolution Reserve is Not

Free Reserves
 Conditions to be
followed
① No
default in
payment of Debenture or Interest

② No
default in payment of statutory dues
of employees .

③ Bonus shares are

fully paid

②
Only to
existing shareholders
.

③
Company

Section 65
SG cannot

-
issue

Unlimited
Bonus in place

Company
of .
dividend

convert to Limited Company

CapitalKo Reserve ① Increase in Nominal Ant

↓ create
-
C
Uncalled Capital >
-

Only of Winding up -
② Uncalled Capital to
be reserved
for
winding up .

Section 66 -

Reduction of Capital
10 , 000 shares 10 each 8 paid Up T10 , 000 house Search

8R efully
- Reduction
of Unpaid Capital paid

fully
up)
10 , 000 10 each paid - Cancellation of lost paid up Capital
-

Losses 80 , 000 2 Return (in Excess)

-

C-Capital
1, 000 & Cech 2 paid up ↓

10,000 shows Descfullpaia 54

Refund
Procedure

Eibund Y -Noobjection
one

, ↓
/Creditors
~
contact

Ataobjection
leas

(2
newspaper)
Prior No

company Officer involved

fraud ↓
↓ Tribunal

us 44 checks for

SG Registrar ,
1 -
Accounting +

Certificate
treatment
,
Approve
Reduction
Auditor

RSC-6
C
Section 67-Purchase ofOwn Shares (Restriction on Company)
X Ltd

SC is cannot SC ↑ Investment
purchase
ins cannot lend to purchase
money

Bank Bank to

General rule its own shares

No
Company shall
buy
-

exceptions : O
Banking Company
=>
BOLS
②
Subsidiary company
- holding shares as trustee

③ Loans
given
to
Employee by Company
④ Private Company Exemption -
-
No
Body Corporate
Other has
holding
↓ Borrowing <times of PSC
=>

or 50 crores
c well
No default in Borrowing
Section 68-Buy Back of Securities
① NOSR Needed
If Buy Back is
Upto 10 %
of PSC + FR

⑦ SRIGMBBIS
< 10 %.
Of PSC + FR
-
125 %
of PSC Equity
+ FR and
%.
-
↳25
of TotalCapital in AFY and

>
-

>
-

>
-
SG
Period
BB
source
of BuyBack
complete
from where
-

within
to BB
DebtEquity 2 1

offer
1
15-30

year
days
:

Existing S/Open Market /ESOP/Sweat

-
Certificate for
Solvency next 1
year
>
Extinction in
-
days
-

>
- Next 6 months is
cooling period
C
>
- BB
Register with full details
return
>
-
BB in 30
days

Punishment Co +
officer Min 100 , 000

Max 300, 000

Section 69 -

Redemption Reserve Account

Reserves
-

Mandatory creation of
CRR-If
BB out
of free - Securities
Premium

Value
-
= value
Nominal shares
of
Note : CRR can be used
for Bones issue
.
 Section 70-Buy Back Prohibited o
201
Deposits + Interest (due)

Debenture ↑
Capital
(duel Preference +

NOBBIF >
-
Not Complied with
loan + Interest on Loan (Due) - 2/123/127/12-Ast preparation
↓
-
↳

SG
Dividend (Due)

BB
I
from
subsidiary
-

ent
Annual
Return
&
Bedonation
Payment of Dividend

of Dividend

Company
Section 71 Debentures
C
-

Debenture is an instrument
evidencing a debt whether or not
charge on
-

assets
. -

↳ of
the same kind

If same -
Debenture
of series (same
rights) issued with paripossu clause
date issued

priority
Serial
on
-
Debenture Maximum Period 10
years [Infrastructure Debt Fund 30
years]
number ~
* Note : Irredeemable debenture are allowed to be .
issued
based)

↓ -

Debenture has no
voting rights. (except : when matters

are
affecting their rights
discussed)
But this the earlier contract.
right to be reserved under
 fas
DRR = As April 2003
-
Sos -

offer 5
CRR-Bonus
RR-
Bonus
Compliance Not Prospectes +
-
-
>
+
↓ -
&
DRR-Bonus
followed
100
to be to Members
30th April -
R Debt lab Redeem
Public
Co
listed
by
Company issuing
Every Debenture create Appoint Debenture Trustee
-
to DRR +

- [ ↓
- -

fall ] 30thApril of Debt)

[Never to
Free
Reserves
Below 15 % (15 % >
-

Redemption
Use only
-

-
Debenture trustee is liable
for any fraud but
3/th of total Debenture

↓
=>

the same
approve .

#DT is of command
Company
Tribunal
Opinion that
day Principal-
,

Assets are
insufficient
Interest)
-
DRR

SG Compliance Not needed

BankingCCBe C

Meeting of
Debenture holders can be called
for if 40th in total value
of
debenture
comply with the requirement .

Remove DT with 3/h

-
backed
-
resolution
C
o
1stApril2023 >
-
Notcovered -

Rupee Denominated
FY

Bonds - NR ·0
-
jelaoss is
=

Agreement

*
Logic of PariPssu Pari Parsu House

2
1stJon

Debt
1st
August
isten
Holder
1000 debt
bought 1000
-
-
Mukesh Viral t

2nd
Generally first
Istan Ast
August

Aston samesens/Sam plus

Chapter 4 Over
 Chapter 5 -
Acceptance of Deposits
~

O
Indian
- 10
convertible yesus/Nonconvertible

If
G 2(72)
~ >
O

SG
- -

-
-

-
-

-
-
--

-
-

- T
-
-
-

O
+
>
-

of directorMoney
A
- source -

Equity
-
-
-
- ↑
lo

After
ye

- G -
-

-
C G Commerical
Borrow
O
-

Commerical supply
I
- 9)
interest bearung paper -

(now
-
supply-
-
Natured
365 days

(News) end-1dep
Refunds
posit
 & Application Money Separate Bankal
-
>
-

> Loan-Investment >

-

Deposit ↓

↓ E

Refund
Rule 2(1) (C) in 15
dans

SG
Under what cases when
Money taken
by Deposite
the is Not treated Provisions Apply
company
.

as
deposit 10
years Deposit
⑬ Startup Company
case >
-

from any one

of the
points given
below
CSC Put Ld
3 -
25 CN X

CN X
26

Whether Deposit
Explain
or CN -
20

Not
Witts reasons?

④ Chapter 7 -> A
company shall not
given loan to
buy its
own shares
C
rector >
-
C Director

↓
source ?? Why - Invest

-
Disclosure

X
loan
↑
#
⑤Othats
-
20, 00,000
J company
-

① Non Enterest
Bearing ?
Deposit?
② Annual
Salary
-

K
Acceptance of Deposits from Members
>
- Issue Circular members
↓ content
-
F ② financial Position of theCompany
-
② Credit
C
Rating by Company
-
total amount
Aof deposits taken previously and number

=>
④ SG
Company
Any other matter

30
days
, ROC Lup
in bank
-
>
-

Deposit Repayment Reserve >

-& 20 %
of Amount
Depost

↳
-

30th April
C
>
-

Certificate of No
default is needed
by the
Company in the last
F
& FY Asset -
C
secured >
-
Tangible
Market
-
-

↳ value osit
has option Unsecured
>
Company
- -

Amt
- secured
partly
>
-

failure Pay deposits

to

Order

Deposition >
- NCLT- Company
↓
Pay Deposits
A

Damages
 31/3/202
1stApril 2023 -

t
100 lakh
-

Debt

30 April 2023
-
DRRAstakh
1x.
>
-

25% DepositRedemption Reserve

SG
C
⑦ Acceptance of OR-Ordinary
Resolution
PSC-Paid Up Share
Capital
Deposits from FR-Free Reserves
Section Public >
- Circular
&
-
Prospectus 26/34/35
- eligible = =
(Networth) Turnover 500 (115)
-
Public
Company + NW 100G
-
-
or
-
C

of Deposits of
Basic FR
Or
if Value 100 % PSC +

3 Copy
-

Or to c
Special Resolution (SR) > 100 %
of
PSC + FR

73(2)
Additional ①
Comply with all
legal requirement /S
Conditions

rating from
Get
② Credit a
recognised credit
rating agency
Cevery
③
SG If Company
the is
issuing secured deposits
o
yearhtt
doe

Company n30days >

ROC
tengible Assels Only
Whether
-

in

Chargesa
-
>
-

↓
India or Outside
C
Secured Upto value of
Deposit
Punishment
Section 73/76 [Members Public] +

GA
Min M2X

Lower
of
Company 100, 00, 000 10 crore

Or

2 times Amount
of Deposit
Amt 20 Lots X2

3 of Deposit
eg .
-40 lakhs
Of
100 lakhs 40 lakhs

wel
 Act Private
Company
have a
lot
of Exemption Conditional
ROC
Ast
12
>
-

② Common
AR -> ROC

Min Max Prison

Officer
25 00,000 ↳ crore 7
years
,

-
(MD ,
CEO CFO ,
,
AND (M2X)
BOD)
Person
Any In directly
-

Or
in the
directly involved
process of
I
Frase detecte
one

issue
of deposits. will
apply

③
-

-
SG
Exemptions forSection
Banking Company &
-
& 76

Non
Banking Financial Company
① Issue of
C
Housing Finance
Company & Others can be added
by CG
circular
-

② Copy to from what

C
No

Rocoflir-2
C
cular
Exemption forPrivate Company deposits from Including
-
Members IFSC
③ No require -

-
-

Put + Pub)
ment
of 20 %
to PRR-30/April
a All conditions that were covered under section 73 related to issue
③ certificate of
default-
of deposit to not Applicable for private Companies
No
members are

CCD
coffee Y

Copyorcertificate Provided
↑

circula ↳
that Ast-financial①Statements AR-Annual Return
②
>

renflentin
S
① Value
of Deposit 1 100 %
of PSC + FR + SP Or

& Private
Company
is a start
up upto 3 years from Incorporation
limit STILL

Associate subsidiary
e

Company, Comply with

Not
AND
Private Co ⑧ Private

pota e
o
is
required
>
to Submit -
137 (fSt) V AND
# P3 (Deposit (well
& 42 (AR) ⑥ Return)
No

Over
V
Barrowing
due
 ① fst

I
② AR

DPT-3 Return
③
④
years Startlep
Put 15

PutDeposit[ 100 % SP
⑤ of RSL + FR

⑥
SG PutCo ·

Borowity*
Not

Borrowe
↑
overdue
timesoCapi
< a
x

f tund
al a
C
 -
Important X Putho
sing
conne
=
-
-

Allowed
Of
~

Since B2
Limit

* PutAd can take Member Deposit BUT NO Exemption

Put Lad
Pooja
-

Deposit 90c (equivalent to 60 %

of PS + FR +SP)
↓ eligible for
Exemption

SG ① File 137 + 2

Exemption
&&

.
granted
International
DPT-3

financial Service Center

(IFSC)
Not listed
-

-
Company engaged in
bringing FI/FPI
India
into GEFT
eg. City
Put Ltd/Ltd
C
Rules related Deposits

Rute3
Minimum-Gmonths below 6 months
Maximum-36 months
selected ?
Can a period
following
under circumstances But Not below 3 months
Yes-
-

- shortterm needs
NW100c <

& ① ② 10 %
Of PSC + FR + SP
③
-

TO 500G
-5

Company (NotGont)

I fast (in
Public (CoalIndia)
⑬
Limit
Eligible Gout
Company S
IFSC

- Members Public Mem + Pub L

it
ONGC e
10 %
OfPSC + FR 25 %-
of FSC +FR o
33
35 %-

SP +SP Of PSC
TATA
Motors
Forup
 -
Public has NOT been allowed to raise Section 76
If You Notice IFSC Company < -

④ Private Companies ⑤
ie. deposits
from

I
Section 8)
-
(Membus) Any other (eg .

Public
MAX-limit
100 C +FR + SP 33 %
of PS
-
FRSP

⑥ Can I
being a put Co have more than 100 % deposits !

① Startup ofles than years ② Fulfill Following Conditions (Sameas 73(1)]

-↳

for↳Laxsx
DPTE d
②
It
Joint names max up to 3 participant Borrowing Overduex

deposits Boursing <2 imuslopwel

① No alteration in terms
after raising M
0c

⑧ Deposits shall not be rotes

of RBI/NBFC
invited at interest rates
exceeding
Rule4

Rule 6
⑦
-

>
-
Repeated

Circular
SG
Circular
>
-

is

Security of Deposits
in
Obtain Credit

form
valid
if
DPT-1

issued

=
Rating
+

in
Public Advertisment

the FY

(Already discussed
Upto 6months
from closure of FY

Rule 7 Appointment of Trustee

for Depositors
C
~
Atleast 7
days prior to issue
of Public Deposit

Disqualified if ! -

↓
DPT-2 (Name
of Trustee)

① depositor
② Dir/M/EE/Officer of HISIA
C
③ Relative
of Dir/KMP (Officer
④ has
given guarantee in respect of deposits
⑤ indebted to
company
⑥ has material commerical relation with (relate with 2-of 70 or given in Debenture trustee)
any company
-

Rule 8 Duties of Depositor Trustee ->

Not to make secret

/ -
inform Ensure
Deposits
profit or

of
breach
interest
safegaard if
tribunal
fite 3/4th
ofAte oval
interest Properly
secured
company is
of Unable to pay
-

holder Debts
Rule &
meeting
can be called if Yoth of depositors wish to

conduct a
meeting .

Rule 10 Needed
Not <

-
Rule -
Nomination
by entry depositor as
per section 72.

21
days
Rule 12
* ote Ei
of Deposit
Receipt Mr Pooja
Mr
.
Pooja E -
-
-
.

Rule 14

Rule 16

Rule
SG
Register of Depositor

Company
Penal interest
Return
de
Company

pa
>
-
MGT-2

30June
-

ROC

-
17
on
=

Rule 27
fine 500 one time + 500 per
day
C
DPT-1 Circular
DPT-2 Depositor

Section -

Repayment of Deposits
DPT-3
DPT-4
Return

Repayment

DPT-4
⑦ Deposits Repaid >
- ROO
- in 3 months from Repayment
Section 75 -
In 3Years
-
② Due
from 12 to
31/3/2014 Repay 1 or WEL

Damagesfor Remaining
Time

anydelay if demand
to
IfCompany unable
pay
can extension
from
multiple
depositor Tribunal Min MaX Both

Company to 1 cr 10 Cr
Penalty for
X
approach
delay
④
closs 25 , 000 00
zor -
I
Action
+

Prison 7years
 Chapter G

nPos es in Charges
one

Registered Retai5 hold

sell * Unauthorise

> office Building use X

- -
M Pooja
Rent x

↓ - &
Registration
security↑
C .

e
Pooja Ad (Director)

J
&

SG rm
sno

a Loan

created Assel
Tangible + Intangible a
charges
>
-
on =
are

Lection 77 Registration by Co
In the chapter of
-
deposits Intangible
not Allowed
C
= In India or Outside

Debenture
Other Ian Debenture
>
-

Registration &
CHG-1 /CHG-1-
Extension
Before Amendment 30
days >
-
Upto 300 days

extension Additional
After Amendment 30
days - 30
days >
--

60
(total 60)
days
↓
Advalorem
>
Registration after 30 days does not
affect rights of fees
- .

holder
.

A
charge if unregistered is unsecuredlibilityor
-
 Section 78 -

Registration by charge holder

>
After 30 days of charge creation
-

↓
creation
Upto 120
days of
holder Notice ROC firms Charge Records the
Charge
-

After30days
in 14 days
charges
Unless
of

SG
Section 84-Charge Manager
Creation
objection
.
received

Managee
Obtain Permission Court

a
den ROC

AnyPerso
n as Registered Charge Manager
C
Section 81-Register of Charges
Registrar makes of the same
epster
record
-

Company

charges

to members and creditors

InspectionAllowed
-

Section 82 - Report on
Satisfaction CHG- 4 No
Reply
informs ROG->
Notice to -
Noobjection
- Register Satisfaction
company
,
holder 14 &

days tension up
· 30 to 300
days.
Note : No Notice if charge is reported by CH no notice by ROC
 Section 83-ROC to
register Charge Satisfaction
If the
Registrar is
satisfied
Repaid

3 nn
debt
Reconeaction
-

roperly releaseda Company

(DPP)

Section 87 - Power of CG to Extend time limit

SG
Reason

-
Mistake

Mistatement

No registration in due date

3
-
<
-
-
Reasons !

Grant rig
to
e
a
Accidents
one

should not be

modification
registration
sufficient cause
against the creditors

satisfaction not recorded

-
or

after due date

C
Punishment

=>

Winding Up Company 500.00 pe

~
No Business
-

Receiver is Appointed of changes Crystallisation of change

default payment of
principl
-
in Floating
+Interest
↓
F

- O
Fixed
-

IX ed
Charge Floating Charge

Specific Property
class
· On Some &
It is created on of Assets
with out
·
No Sale /No charge E
Can deat Approval
.

Generally Current Assets

·
Fixed Assets & On
on
 Chapter &
Dividend
Dividend is appropriation of profits and it includes Interim dividend

Between two AGM'

Final Dividend Interim Dividend

SG
-

↓ Recommend
BOD
15 %

% to members
in AGM
-
Declared
by BOD

Members

/ - Reject
C
Dividend
Agree Reduce
"

to I

/0
/O
-

-
No dividend if defaulted
cannot
in paymentofdeposits
&

increase Amount with drawen Used for sett off

7
the rate 1st Current Year Dep
-

Business Loss
2nd-carry forward
art-Unabsorbed Dep

Situation 1
Profit in CY Situation 2 Loss in CY
-
-

of dividend is possible Can dividend be declared in

~
Any rate
Yes
case
of Loss ?

To
Ef it is Co-
of Augoflast 3FY
a new
⑦ Rate dividend &
a
or
company
which never
gave
Amount Used 10XOSC + FR
dividend in 3 Y
then this condition

NIA
↓ Amount left in Reserve 115x .

of PSC

Undertaking
.

/A 100 % Got
 payDividend
Company
·

Registered holders
↓
Note : A cannot
in 5 days
company pay
to deposit
. W (Todoy N/A) dividend in kind or in

Separate ·
Dividend Clarent place of bonus issue
.

Bank ·
Cheque
AKC · Electronic mode

Section 124- Unpaid Dividend Account

spana in
SG the↑
same

>
-
declares

Company >
-

dividend Septe Backle ↳ =>

I in
SBI
eg-SBI 7days
transfer sa
=
-

30
declaration
in
5days for ↳
MCQ Unpaid
from
After 7
years
C
⑭ Penalty
-

Per
Min Max
day Investor Education &

Protection Funds
Company 100 ,000 10 , 00, 000 500

Officer 25 ,000 200 ,000 100

 hold
an

Sectio 126 -

Dividend in Abeyance
translended
o
1 .
E
T-
-
- ↑
so wepet-
·
-
=
O
A 0

=
May -

Pooja
Mr
SG
Member

Jone way
>
lastday
o
entry
>
-

Rooja
in sone
e dividend
C
Logic -

If the transfer deed is deposited but it is not

registered
its
before the date when the
company
closes books
,
then

the 1st to hold the dividend

.
option
-

However -

If the
registered holder
authorises the
payment of dividend
the
to the other
party company
can
progress
with

payment of .
dividend
Section 127 Default -

in Dividend
Payment
distributed
If dividend not
by the
Company in 30 days
-

Punishment-jail

I
max 2
years Director

fine 1000
perday
-

Literest 18 %
simple interest >
Company
-
-

SG Operation

5 Exceptions
&
-
of Law
Directions

Dividend
of shareholder
is
not

adjusted against some

followed
debt

Dispute Regarding Dividend

-
C
~ No
default of Company
 Chapter P
Accounts of Companies

(128 -
138) fotto20
137

atemp I
T

Section
financial
statement
2(40) c so

Cof
Strateto
Put

SG
Section 128-Books
statement of
changes
Accounts

in
Equity
of Accounts

repor
electronical
be made

physically
>
-

Preparation of Books can

C
facility
Can be recreated
to
physical
form
>
-
Location
of Books
estpreference Registered office
and
Any
Preference
other place SR is passed
-
Yo of members should

IfnotRegisteofrefde
a reside at such place

o
 Maintainence Annual Return-8
> Period
of years
-

Register of Members -

During life of

Financial statements So company -

Incorporation documents
During
-

life of
Company
>
-

Inspection - can be inspected by members

anytime during
business hours
of payment of
SG
Section
prescribed

129-Financial Statements
fees .
by outders

① The Company shall prepare

true and
fair financial statement which
C
comply with As
if deviation is
found reason and
effect should be
disclosed

② Exemptions to Insurance
Banking Electricity Special Act
statement
prepare as
per own parent Act

③ The
financial statements shall be laid
before the members in the

general meeting
④
Everybeholding Company is required to prepare CFS
,
but exemption

can
given if -

was

- Non listed

The ultimate CFS

holding prepares
-
 CAC-1
⑤
Holding
ROC (salient
features of subsidiary)
⑧ The
following shall be accountable
for FST

>
-

MD/CEO / CFO / All directors

⑦ Exemption defence company of Government

the
submitting
to on

137 + 02

Section 130 Reopening of Financial statements

SG -

Account
frandulent
GBhere &
-

Tribunal
location

↓
,

Affairs Mismanaged

*
Opportunity of being heard
C
Company Applicant

Books
-

Can be reopened for a

period up to PFY

Note : However a
longer period can be provided for
The
:
recasting als 130 is FINAL
Section 131 -

Voluntary Revision of FS
① Revision & 134 Board's Report
of 1P
-

Ast

② Tribunal (permission .)
Company of Tribunal
③ Revision possible upto FYI

④SG Company-
to be
Revisions

communicated
> ROC

Section 133 -

Accounting Standards
C
(MCA)
0
Notified by CG

Forward
②
Stages ICAI commends , NFRA
to
,
CG - Issues

(Examines) AS

Note
! Until the AS is
notified it shall not be
followed
FST as
per III
Schedule
 Section 134-signing of Financial statements
2directors Cone Ms i

Chairperson
/or Any
Est

Audit Report >

Signed by the Auditor

3
FS +

/ente
website ifany
+

AR

+
SG
Notes to Accounts

CFS
Published
>
-
-
> Notice
,

101
· members
Co-300, 000
30,000

Section 136-Circulation of financial statement

C
·
Member

'
Documents >
-
Fst Audit Report Other documents >. Debenture trustee
, ,
-I Notice
of GM
↓ Atleast 21 clear days is received

Forsections a
day
AGM 75 %
of members
21day
Team - of
↳ 45 %
All Wils
SC

Companies
& wos 15 %
of Voting Power
+

listed Summary Members

Company >
-

Statement

AOC-3A/A03
 Compulsory
Electronic Listed and
Companies
Public
having To
NW
of 210 + 100

Note !
For other
Companies it is Optional
: Inspection allowed
during business hours
.

Section statements RC
187-fillingof
with i

Case1

or
-

successfect
meeting done
-
SG AGM

completed
-
days
ot

in 30days
O
ROC

ROC
[General Provision]

I On I
Company
As
>

al
Case a
Note
-

,
>
-

When AGM should

have been
adjourned done
ro
C
Unadopted Statement

30day
n ROC

Cases,
CO ,

Reasons
for No AGM

Not Unadopted Statements

held

Note ! OPC 180

days from Closure of FY

Penalty
day (Max-200,000)
Company
= 10,000 + 100 per

MD + CFO = 10 , 000 + 100 per

day (Max-50, 000)
 Section 138 -

Internal Auditor Public

23a Deposits Outstanding or

UnlistedPublic
listed
Company 50cPaid Up Share Capital
>
- or

↓ 100n Outstanding Loans & Borrowingson

forListed Entity
%
No condition > 200 I Turnover

S Private
Company
Can be CA/CS/ other Person
Any
>
-

>
-

SG
Internal Auditor
Employee of the

Chapter & Over

Company
.

Like
C
Share

Comment >
-

O
City
 134-148

Chapter 10 Audi Auditors

134(1) Not Applicable - Gout

Company
or deemed Goat
Company

first Auditor Appointment >

-
Term till the conclusion of
6thAGM
(Note : first Auditor by board
The is
appointed has
to be reappointed in the
first AGM)

SG
Manner

↓
with Audit Committee (AC)

↑ recomments
=
Be
i

Approves
=
>
-

↳ Passed
Rejects
=-
Given for
>
-

Appoint-BOD
onen
its

>
-
-
AC

<

Crejects)
T
reconsideration

-
s

Appointed
↑ Changed
-

sends
Name

the same
Name
=

↓
Accepted
Ey
-

BOD
Appoint

with out Audit Committee BOD Appoints firstAuditors

-
C
139(4)4(10) Reappointment of Retiring Auditor

Auditor can be reappointed UNLESS

S-SR was not

passed Thisremovala other
Or
Auditor

Auditor his
N-Notice was not
given by regarding unwillingnesstcoontinue
D- be Auditor
Disqualified to an .

If Auditor shall continue.

existing
Wate ! no Auditor is appointed the

to
.
o Rotation
1392 <(4)03
of Auditors
(1 :5) (50 : 50)

Unlisted Co Put CO
Applicable
- Listed
Company
PSC 210G 250G

Borrowing 2504 & 50Cr

 XY7firm
X Mr X
>
-
CSGLtd
W
- .

x
=

X = ABC from
x years
-

Rotation Manner
(1)

2/3/4 5 continuous

I fol owedbye
↑210
Individual financial years
Audit
firm 10 continuous
financial years of
5
years
The same Auditor's Network Firm is also
disqualified

37(6) &) (O)

SG
First

Second
Third
(7)
Gout Co

CAGin Gods
-

-
e
days
Members in 60 days
Ortes

BOD-30

Members
Company

-
days
40 days

60 ! 30 ! 60 30
! 90

(3)SubsequentAuditedofGommet company dog

fromEyend
C
19 ba a
a

139(8) -
Board

↓ other
company 30 days by BOD

· However
if

?
the
(39(1)
vacancy is due
Auditor
to
resignation of the
en

213/4 ⑧ in 3 months a EGM shall be held

↑&10
for ratification by Members

68E
written Consent ADT-1
139 Auditor -
Company >
- ROG
+

certificate e
in
↓
statement that Auditor does not attract any disqualification
 Removal of BOD -
Removalof Special Notice Members
-
-
=> Resignatioe
n by tribund -
-

Auditor

Section 140(1) -

Removal of Auditor
- -

BR CG SRinGM

day
Approve

deone ( (A) Company

Auditor

SRinGM
[Reasons]

CG
presse
in GM

+
Godays

SG
Lection 140(2)
&
-
Auditor

Resignation of
3
shall
get an
Opportunity of being

Auditor

Company
strar
heard

Company Auditor in 30 days

,

(CAG if Gont Company)

Creasons of
byelbye)
C
Penalty
if
Not submitted in
30 days

50,000 +500
(Max 200 ,
pld
000) Section 140 -
Removal by Special
Notice
- -

#tribunalfinds the

·days
same
company Auditor is informed
as
unecessary publicity to >
-
deny the Defence

Y
-

P
Can -
same
Notice of21
-

Read Outload Should

Members
Request SR
-- F

T
30th
↓ O
⑪ I 18thAugust
>

-
zdays
-
Sept

company
meeting
can

Steep this
representation ⑩24
 BOD

-=Resignation
Auditor eers
↓ zeibend
Section 140(5)
--
-
Removal by Tribunal

Why-Auditor has participate, colluded , abatetted or ignored any fraud

Notice

S Remove
> Tribunal
CG- Tribunal
to
remove Punishes

is
Auditor
Or Auditor
=

for
days
11 /
Tribunal SuOMoto
frared
S
SG
Section[41
Result in
Casual Vacancy
139(8)
-
-
5
years
and
debarred

charge of 447
fraud.
Qualifications Disqualif
under
(MostLup) = & -cation

Qualification -
CA in
practice
C
Disqualification 141(3) -

0 Corporate
Body Manag (otherc Inan
-

(LP)
Mukesh
② Officer or Employee-

③ -
of Officer
Partner or Employe
Independent
-
-
~
= ·

Mukesh
-
Manaj
--
Employe
Mindset
④
of officer employe of the
-
or
T

Shares/Debentures/etc company
-

&
-

hiseatie orheaterholdioneng
-

⑤ A
person
,
=

-
-
/S/A
security
&↳
-

auditor
. thevalue can be corrected
T

days
-

in 60 I

face
=

Value
udhoe
- -

⑥ Aperson ,
his relative or his partner indebted amount
-

>500, 000 in H/SIA not eligible

exceeding -

for Appointment
 1: 5 % 1

⑦ Any Person , Relative or Partner

Guarantee Amount exceeding
> 100, 000 in the HIS/A
of such company in fanser
of other
party
I

.
any
E

⑧ The is in commerical relationship with the

person company
or its /S/A unless such commercial relationship is at

Disqualification
arm's
length price .

↓
⑦
Statutory
Auditor
-

A
⑩ A
SG
The relative
Auditor
.

person
who
of the

is in
director

full time

20
or

employment
MP

companies (Audit)
cannot be appointed as

elsewhere.

during any time in

having more than
person

⑩um
↓ the
financial year . I not
including
OPC, Small C, Put Co PGC not
C
⑤ 20
greater 100cr]
LOOO
-
Audit
⑫
-
A
person who has been convicted
I
and a period of 10 years

has not lapsed

. sail >
-

years/
2

⑬ Auditor
providing services
ofCr ⑭
Note : CAX
Pay 1 -
>

Importan
If any of
the 13 I
2months -
> Vacant office
disqualifications
attracted Auditor
to leave the Casual (8)

company resulting vacancy

in
casual vacancy
.
 Lection42 =

-
Remuneration is decided in the
·

GM
-
· First Auditor's Remuneration >
- BOD

Right to recover all expenses

.

Section 143 Rights & Duties of Auditor

②
SG
Right to

Right to
access
-

require
books
of Accounts

information from
(kept at
any place)

externat sources
3 <rights

③ Inquiries >
-
6 Duties =

⑳ahat -
C
~
That the Loans
-
& Advances made
by the
company are
properly
.
secured
-

② Book entries passed by the

company should
not be against

the interest o the

company
.

③ If the company is not an investment

company why
the

securities where bought at higher price and sold at lower price.

- Personal
Expenses are not debited to revenue

account -

⑤ shares issued
for Consideration other than cash
properly
accounted for
.

hai ⑥ whether the has shower loans &

Liga < company
Advances made as public deposits.
 As an Auditor
of a Government
- Company ,
the C controls the functions
of Audit. Comment

The Auditor
of a Gont
Company Appointed
in
by AG
-

- The directions
-
for Audit are
given by
the
-
CAC
- The Auditor is
required to
follow
-
such orders and comment on

financial effects of the same

CAG

SG Supplementary

Appoint
to
=
L

Audit

another Auditor

reaudit the books

Order

Add to
I

supplement
-

comment

the
the comments
auditor
.
of

Branch Audit
C
-
>
! Branch Outside India

Branch
by Company
in India · Audit Auditor

Any person qualified for Audit in

by Company
Audit Auditor such other
country
.
· Other
qualified Auditor

Auditor to
use work
of
Other Auditor as he

seems
fit
 133 143(4) &DO)

Auditor
company
Accounting standards
Auditing Standards
Recommended
by
ICAI
-
I recommend to Recommended
by
ICAI
=
I recommend to

(UL132) NFRA (UL132)

NFRA

↓ Recommends
to =
↓ Recommends
to

SG MCA

↓
PASSED
=

=
MCA

↓
PASSED

Section
Blakh
Important
most -

143(2) Penalty-Listed
-
Any other 1 lkh
CO
C
Auditor detected fraud Auditor detected
fraud
21C9 (1C
valued at
walked at
-

adays
treat a
in

CMA
Section Applies
CS
in the same manner

inda editorReportonfnot
an ac
for 45 days
-

wait
content

ADT-4
/
L
-
>
- Nature
offroud
Give
·
a

Reply
reply
Letter head No Amount Involved
·
of -

C
-

Auditor -
> L
Parties Involved
reply
days of45
-

·
Registered Post within 15
-

Acknowledgement or
after expiry of days
Due [

↓
Included in BR
· E-mail Confirmation
uls134

Report to MCA +
Rectification measures

(fraud + Reply of BOD) taken .

 Section 144-MCS
>
-
As an Auditor cannot
function in
capacity of a Auditor
for
where he provides MCS
any company
>
-

If the Auditor provides MCS services disqualified as an Auditor

>Whether such services are

provided directly or
indirectly
,
-

Section
the Audit
SG 145-signing
Report needs
the

to be
Audit

signed by
Report
the Auditor
himself .

↓
Qualifications
-
>
Open for Inspection .
C
Section 146-Auditor has the
right to be

-
AGM 101 a part of the General
Meeting
days
21
+

⑳ Representative attend the

meeting
Lection 147-Punishmentfor editor
Max

%
-

① 13 +o 146
Company- 25 , 000 - x20 500, 000-

Officer-
=
= X (8 100,000-
10, 000 -

-
 ~ -

② If the Auditor does

any -offence as a
fracd
-
or allows

committing an
offence -

Appoint MCS
&
>
-
~ sign
139/144 1145
= ==

Min 25 , 000
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I of
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J
MAX or the remuneration
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Auditor (wel)

Note
!
If any offence against -
income tax
authority ,

③ 19
SG
,43,14,nea
-Max ear Min 50,
000
-

C
-

Max
Creditors ,

shareholders
25,00, 000
=
on stimes

remuneration

web J
of

↓
Repay all
damages incoured to
any party-
because
of Auditors
Opinion
-
C
Section 148-Cost Audit
AuditCommittee
-
-

Or
- Done
by a Cost and
Management accountant - BOD

Records to be checked Material ,

Labour ,
Overheads
.

by
-
ordered CG -

= A rightand d per
shall
nse
apply
auditor .

-
CRAK
= MCA

On

⑳ Auditor
Copy-
 (Newly)
Chapter 11

Companies Incorporated Outside India

Section 2(42)

- Registered
Outside India

foreignCompany - Place business in India AND

-

of

SG conducts

P-
-

Agent
-

Physical
E-Electronic
business
#
Activity in India

Note :
listing of securities
IFSC is not constructed

online business
in

Section-374 as

Now the Question is who will

follow this Chapter !
C
Note: This
-
-
Chapter Section 380

means
50 %
= of PSC
to 386 and /
c
wal aoth
on AND

342/343 (Comply ·
Citizens Equity
Pref
with 2 (42)]
or
Of F CO
Conditions
Body
- ·
-

Complete Corporates
on India
· Both

Section 380- Documents to be submitted to

Registrar
FC 1
-

in 30
Company Registrar · MOA & AOA
of such
Company
days
Name Surname
Nationality
DIN
E-mail id
·

full Address of RO of Company

~ and
Secretary
CIN
List directors
father& Mother Passport Number
of
name
.

Date of birth PAN Directorship

- -

Resident Address
Occupation -
Membership Number
 Yes
2 (42)

-
-Co
>
Apple

&
Equity ShoreCapital 200 , 00 , 000

↳an &
30%
Pref Share Capital
100, 00, 000

CaseI
-hold Case2
LOY

& & e
Mr
Poja Miss
Arajav Miss
Ajan
Pooja
.

Mr .

5 50%

God
10 + 30 +10
=

SG to
this
follow
Chapter X
Apple will
Chapter
follow
221
C
 Mr . Romesh
died >
modification
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Mukesh >
E
-

Co >
-

>
-

resident
and address of in India

I
· Name one or
more person -

· Full Address
of office in India
.

· Details
of becandes
open
or closed of branches
in India related
of directors have been ever convicted
·
declaration none the

to
formation and
management in India
.

Note :
If any alteration in the documents Submit FC-2
for alteration.

Section 381-Accounts of Foreign Company

Every Year
Calendar

(a)

(b)

)
SG
Balance Sheet

Profit and
Consolidated
Loss account

statements

FC-3
copy

>
-
-
>

ROC
to ROC

follow
Prepare statement
ensure
Calendar Year

consolidation
as
(by permission from MCA)
per

of FSE
financial
.
Year to

ForeignCompany >
-

copy of is statement of related party transaction

Ast in # as statement of repatriation of profits
Audit of -
C
English (ii) statement
of transfer of Funds .
all financial
Statements as per Language
be allowed up to 3months)
Chapte
- [in 6 months
from FY end] (Note : Extention can

Section 382 -

Display of Name of Foreign Company

Name
of Company
+ Country of Origin (in
English)
·

If Liability
·

of Members is limited
stated in and letters
every prospectus
· to be

Relate
·
place of business (in
English)
~
with Section
20 Section 383-Service on
Foreign Company resident
to Person uls 380
Such
Any document Addressed
>
-

Valid service
 Section 384 -

Annual Return ,
Books of Account

·
Section =1 = Section 384 [Debentures]
·
Annual Return P2 Section ash

C
Social
Corporate Responsibility 135 Note :
Applicability
to branch
of
Co
Godoys from Fend
Foreign
F Co
.

FC-4
x Registrar in India

·
SG
Section
Section

Investigation
Section 385-Irrelevant
128

77
Books

XIV
of
changes
Accounts =

[Registration fees
Section 384

Section
Section
384
386

same Companies
as Rules 2014]

Section 386-Interpretation
C
for this Chapter ~ Place of business · includes a share transfer or

registration office
~
-> Director

Certified ·

According to whose directions

·
In a manner to be BOD are accustomed to

true
Copy or act .

correct translation
Story of Prospectus

Section 387-Dating of Prospectus and particulars

Prospectus can be issued

only after dated and
signed.
 The instrument
defining the constitution of the company

S
&
Date County in which
Not
company incorporated
the
Particulars
Needed enactments which
2 in

if incorporation of the
company Prospectus >
placeof business in India
two was
effected
years
passed Address in India
where such documents can be inspected

Note :

Note
in

without
SG
If any agreement
section

Only
387

an

details
.
is

invitation
entered
VOID

to
to

underwrite
ware compliance

securities
as

can
given above

be issued

Note : Exemption 26(1)

apply here as well- (Details not required)
C
↑
2

samekind
Rights
ofsecurities Issue

uniform

Section 388-Expert's Consent

i the prospectus contains a statement of anExpert and a

statement that such consent is not with drawers

his the provision Section 40 sholl in the

of apply
same .
manner
 Section 389 -

Registration of Prospectus · consent

of expert
·
Appointmentof MD
Material contracts 2
certified
·

Prospectus ,
Chairperson + Documents ·
Dysderwriting
copy +
agreement
Ldirectors
copy of power
·

↑ of Attorney
shall bear on
face (copy sent to registrar) by agent of

Section
is
SG 387-

Section 34 to 36

under
Application of
shall
.
388
apply to
Section

all
34

documents
to 36
directors

issuebas

prospectus
is even
if a
foreign Company issues IDR
C
Section aas are
Apply

Section 392
- -

Rule 12 :
* Unique greater
than
company F-any Co
false
Chapter 22 voilated representation as
Punish (F Co).
100 , 000 -
300 , 000 FO Investigation
> -

↑
Section 210
+ (continue offence)
50 , 000 per day
500, 000 Central Government
Officer 25 ,000 Note : The can
grant
-

exemption to
any foreign Company
Section 393 Note : Even
if Chapter 22 provisions not under this chapter
valid
followed contracts
 11
Chapter 385 38
Companies Incorporated
Outside India
Section 2(42)
[same as 129]

I
Section 381
ForeignCompany
Section 382
⑦

SG
↓ Outside India
6 months from End ofFY ⑦

3
Registere > BS
Every office of
-
- ·

-- Copy
- Profits
ROC
Agent PIL Affix
Office
- >
-

FCo -
Name
A
- Place
Physical
or
in >
Accounts
Notes to
FC-3
R Transfer ↳
-

English
+

of
-

Local

PT
Electronic
E
business India ③ If holding of foreign Company Party
Related
⑬
Language
Notice , bills , Invoice
·

following
s
I Dea Jan -

Letterheads
Section 374 can continue if : Liability + CapitalName
↳s
Forcing Company
as
per
Section 2(42) -
Permission from MCA Section 383
documents
OR Or Member

(ii) RegisteredOutside India no business -

Prepare Statement -> ROC

Y (April March)
&
or place in India BUT
= 50% of .
C PSC
Indianen according to
Post/Courier/Electronic
Speed Post

both
-

Or
(E+ P) · MOA &AOA
RO
Section 384
Indian Company
~
~
Address -
of Debentures Apply as
·
-
DOB Issue
① .
71
Any
ROC <- CO 1 List
of Directors
-
0
FC 4
FC-2
Accounts
of
change ROC
② Books
-

Section 380 >

-

in O
Name &Address
30
days of Person in India ③ FCo Return ROC
60 days End of FY

FC E
Open &Close of
details
·

oe
#7 FC as
per 377 +
Branches in India ④ Inspection ,
Inquiry Investigation
,
same
Declaration directors
Indian
·
no

convicted . as
Company
.
 300 347
r

Section 387 Section 392

Provision voilated of Chapter

Any
22

< Prospectus
lakhsoffice23 000 - The
FCO ROC e

7-
>

Company
·

I
-- -

SG
Incorporation certificate
-

↓↓↓ Place of business in India

Dateof Incorporation
Section 393

Act
of incorporation
-Addressintndis
of trumentcan be
found Chapter 22-
> Not Complied
only ifCompany contracts > Valid
-

is less than 2
years
old But
Company will not have right to
Sue .

Section 388 Not

a FCO
Section 394
at FC
Prospectus Issued
Contain<
ExpertOpinion Imposing
Investigation
*
C introduced I
↓
Penalty
MCA can Exempt

not be ① ForeignCompany
with drawer

after issue ② Prospective Foreign Company .

Section 389 Documents Consent to issue prospectus

·

to be ·
contracts of MD ·
Underwriting
.
annexed unsual Contract IFY Power of Alroney
Ros
·

~-
FCo Prospectus Signed Chairmen + 2 directors
 Foreign Exchange Management ack
① Why
-

Regulate Foreign Exchange Management

When 25/12/1944 >
-
Bill
/ IsJune 2000 -

Official Goyettee
where whole
Ludia
of (Article 370]
-

② 19h

ERAdemon
1939 >
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↓ mis-Globalisation
FERA-

mine
obsolete

③
SG
FECA

Inter
-
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ExportProceeds

of
>
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Cost and
1999

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>
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span
rental
C
Offence Investigation

② Chapters = 7 ⑤ Objective of FEMA

(_7)
Section OD

40 ((0-1)
= T P
↓
↓ ↓
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Payment Orderly Development
=

of Foreign
Exchange
⑥ Extent (Section1) Market

of PRII control)
(owned (Branco
>
- follow
Outside
whole India + AKA
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 Definitions
Authorised Person
= Authorised dealer +
Money ChangesEndia
Offshore
Capital Account transaction = Alters >
- A &L
(Contingent Liability)
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-
SA - PRII > ALL Outside India In
India
-

India
Citizen
↓
Vk-
> PROI - ARL India
India Citizen Person Resident in India Person Resident
Note : Either Person is Resident or ALL in India Outside

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SG
Current Account Transaction

Payments in course
of business + credit
India

facilities
R-Remittances

=
-

Income
from Investments/Interest on Loan
[
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M Medical and Expenses
-

care

E-Education

(O+C)
Note
: Under FEMA branch offices by PRII
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where branches are

located outside India are included in Person

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Note resident in in India MORE THAN 182

Busines
days NOT INCLUDE B-

I-Intention Not to return

E-Employment
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- I

I I
BIE 182days X
Leaving India
E
Leaving India > 182 days ~

From Outside to India

!
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Other than
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SG X BIE

Section 3-Dealing in
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foreign Gorency
C
Authorised Person deal in
late Only
& can

The are Allowed

Not

① Not to make
payment or accept loans from PROI in
preign
currency
.
②
Paying to Credit
the
of a
person not resident in India

③ Not accept
payment in
foreign currency
④ Hawala Transactions
 Sectio 4 -

Holding Foreign Exchange

hold
Exchange X

General
Rele
e
&
O

G
>
-
Allowed
Not
>
-

- FrienSecurityeproperty
Id

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Note However the

of
!
purchase immorable property is allowed

with

securitySG
Section 5
certain
and

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exchange

Current
and

can be
at the

dealt
same

with

Account transaction
time
friegn
Authorised Person

Came as
Before)
C
which has
Gift is the
only current account transaction

restrictions under the FEMA

Since
 Schedule 1-Transactions for which
foreignCurrency is

Prohibited

Non-ResidentSpecial Rupee Scheme

Dividend
NCR
Race

Delhi
SG ↓ *
ee
commiscommissionon
Lottery
↓ - Call back Services

Purchase
winnings

Schedule II-Activities requiring Approval of GOI

C
Purpose Ministry

① Cultural tours Minister

Of HRD
② Advertisment in
Freign Print Media Minister
of DEA/MOF

③
ship Operated by PSU Minister of Surface transport
④ Payment made by PSU Minister
of Surface transport

Registration Certificate from

-

⑤ Multimodal transport
DGS

Internet Service Provider

⑥ Ministry ofInformation Broadcasting
TV and &

Fami Ministry of Communication &

bO
mos
O↑
100
&
-
CO
Ship >
-

&
OMICT
tous-TV
Interest
-> ID
-

- ⑳
Information Technology
 Schedule II-Limit allowed by RBI

MedicalMEio
Allowed
Up to
Emigran
-
250, 000 USD [inFY]
Education
Private Visits &
L
Individuals
donationa
(
&
(except Nepal

--
medical
Bleetan)

!
I
Any other transaction of
Gifte

employee
SG Nintenance
a-
Travel

we
for
business
currental

Purpose
(as PrimeI

Emigration
(settlement Abroad)

S
C
-Medical
Emigration
Travel >
-
Education
metotie
let

↑
,

Busines a
Employment
Personal
 g
India
Remittances
exceeding >5 % ofinvestment
Amon Raterust
-
>
-

USD
O > 100, 000
CWEI

(wate: Here is no limit

of 250 000)
,

Donation > IX of Foreign Exchange Other

Ian
during
or
SG
3 FY
<

USD 50 ,00, 000

Permission

(wel)
Education
of

Institutes
RBI

Individual
Remittances
2
exceeding
USD > 100 , 00 ,000

her project

↓
C Chairs in

# Funds

I technical Institution

Commission >25,000$ or 5 %
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CWEH)
C
for sale of flat
Capital Account Transaction (CAT)
↓
RBI + CG Approval

finance Act 2015

↓ after

SG ·
Debt Instruments

Loans ·
Non Debt Instruments

Equity
·
Credit
facility · ↳P contribution
·
Bonds of Pref
· shares
·
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RBI
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Approval
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currency PRO

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6(4) ~

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These are Exceptions of Section -

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exceeding
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NidhiCo Agriculture
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(d)
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PROI cannot N-CART
Scheden II ↓
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invest in -
Chitfund
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+
② Any transaction with Residents
of North Korea

① Any transaction existing from 21stApril 201-

>
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SG
C
CACS

2/3

Limited Liability 2008

7
-

Partnership

& Hybrid form

↓
Partnership Firm +
Company = Limited
Liability
features) (features) ↳ Partnership
Neco
Procedure

OChapters 14 R&D ofPartners

Why
When
SG -

To combine
2008
benefits of Partnership + Co Schedule

Section
4

81
-

i DEEL =

UPLC >
-
LLP
p

where Whole of India

↳
-

sch

81 - Sections
How is an Act made?

(No Paperwork)
Problem -
PF
(Stability
,
Risk , Capital) Co
Management + Excess
C
↓
7than 2007
Ministry of Corporate Affairs
↓
(Bill) >
-
Law

12 Dec 2008
-

--
Rajya endo
Lok
Shaba
3rd Shola

-I

,
President
↑ Jam 2001
 What is LLP ?

① New
form of doing Legal Business
.

② Alternate Corporate Business Vehicle

③ Liability is limited upto amount of Capital invested
by partners
④ LLP liable to
pay
out
of its own Assets

⑧
flexibility dead
internal .
in
management due to partnership
FY-CO 1/202 - FY31/3/2024
Incorporate
Sections Applicability -
McC
FY > LLP After 30A Sept
-

(10/2023 >
-
31/3/2025

Section 2
SG
Definition Financial Year
New FY-
>
-

ifStartafter
=

Small LLP
-

↓
2(+a)

⑳
30th Sept Important
Sections LLP
Body Corporate
25 lakhs
is a Partners Contribution

Registered
*
And

Turnover 1 40 lakhs

Entity
Lection The LLP Shall Not be required to
follow
the
C
Act 1932
partnership .

F
Section 5 Who can't be a partner ?

U - Unsound Mind
Body Corporate
Company na

So-undischarged Insolventa
~
but application pending court.

insolvent who

failed to pay his liability Note : Minor is also not

eligible

Section6 - Minimum 2"partners are required to

form LP (can be body corporate)

same
If the number
falls below I number is
as -

minimum and the

Section 3 A -
,

of CO Act not reinstated to 2 within 6months , the

liability shall
be unlimited after 6 months
.
 120
Resident for LLP will be
days Only

Section7 Minimum
of 2 Person
natural shall be appointed as dp.

case 2- X/Y
-

DP
-
form LLP s

- X Body Corpore
a
Case 2 LLP X

Case 3
> Representative-
- DPQ

x = LLPX -

Representative > DPO

>
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LLPL

>
-

Case 4

Case 5
SG Mr
.
. James
Mr

Nikhli)

Mr
.

Joshua
>
↳

Pooja
(Russia)
3 -

Resident in India

-
-
up

DP (e)
-
Note :

Partners &

is no
Both
for
DP

maximum limit

Minimum -
there

Lection 8 -

Liability of DP (New)
C
-
DP is a
person who shall be responsible to an unlimited

extent for liabilities

of the
firm +
including penalties
.

Section ↑ -

Change of DP

casual to replaced
Any changes in DP result in
vacancy
be in

30
days

Section 10 -

Penalty for DP
Min Max
LLP 100, 000
Perday
F(1) No DP in LLP or Not resident ↑
10 , 000 100
DP 50,000
Perday
-

LLP 50, 000

7) No
replacement in 30
days DP
5000
25, 000
100

Perday
 Registration and Others

Section ~ 11 + Section 12 + Section 13 = Section 14

↓ ↓ ~
Effect of Registration
Registration The The

registrar LLD Can sue

· or be sued

Agreement issues shall ·

Separate Legal Existence
Two Partners have Sell
COI · Can
Buy or
-

-
Profit Sharing Business in &
Property
·

·
Name of firm
Address of firm
D 14
registered. Doing or
suffering
· Named
-
Address V days Office under other Acts
PP submitted the
Partners

StatingAll
inform is
true &

fair
SG Deion

1s
Damn the

Advocate
Address

shall
be
Communicated

by

Registrar
ce-form 7) ↓ Registers
Acknowledgement
C
ROC informed
is
Registrar
If
that registration is made

false infor mation

·

with

Max 2 Jail
years Min Max

Penalty 10, 000 500 000

,
 &

⑳ment
Name of LLP

Section 15 + Section 16 + Section 17

↓ ↓ Change of Name by
Order of ca

Name not to
Reservation of a
Name

instructs LLD to
Abusive x
be change
Gout
Uncessary Yes
Undesirable
/
U
↳&
connection -
or

Existing
name I Identical - ↓ ouths

p
~ New LLD
LLP
L ↑
Yes LLP >
- NO
Trademark
In
years) Cahos Power to

↓s
(3

I Lingoenement
within
course of
Name
change

SG 3 months (Max)

N
⑳day ROC

col
LLP

Relations Between
Partners

Section 22 Section 23 Section 24

C
↓ ↓ - Partner Retires

The in R&D
Rights & Duties changes give 30
day Notice
·

Between partners
-

of Partners LLP
is
mutually ↓ in 30
day /section 25

Agreed
·

ROG
Mulal Consent
partnership
in the

of all Partners

-runne
Agreement
↓ inform
to

Registrar
In absence
ofany right
·

· Salary
Capital Int
duty follow Schedule I
.
·

or
· Accumulated Profits
⑦ After Losses
Adjustment
 Section 25
Robert
Name in 30
() William - days> LLP >
- ROG

-
>Adress Mumbai inform days
Section 24
Link with
③
leaving firm
-
Thirn-
> the
-

in 30
⑭ ROG
days
Veena
-
>
-

joined the
firm
-
-

RN
F
LLP
If possible
~ ,

↓ - S
F
SG replyReply

-
isas

Approved
Accepted
yes
↳ No (No
Recording by ROC)

Penalty for Person who contravenes this section 10 000

Any ,
C
Agency LLP
>
-
Section 26 ↑ Section 27 POV -
Section 28 Partner
>

to ↓ Firm Pou
Partner Por >
LLP

Partner Activity
Every ·

If such
-
is the Normal Business + Within The partner has
Authority

⑮
the
Agent after
e right to
of The make the LLP

LLP liable
for
loss
any or

caused
-I Injury
due to his

LLP is liable conduct in

-
business and

with in Authority
 Prevented from denying
-
Section 24-partner Estoppe
by or
Holding Out
-
F
&

-
Not
↑Iss Firm exchange
Stock
%
=
-
Shakti Sharmi
Profit 20 00 000

·
Pool
1

artner
,
00 -

Mr .

70,00 , 000

Represents as a
partner
50,00, 000
lakh Loss 10, 00, 000

SG ↓
Investment back

Investment back
-

50 , 00000
C
70 , 00 , 000

The person
showing that he is a partner shall be liable for
C
loss incurred to the outsider who trusted this
any
on

disclosure that he the in

is partner prior to
entry
the
firm
Section
30-fraud
LLP or partners or where the LLP was
formed for the

purpose of froud ,
the
liability shall extended

Compensation of all losses and

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years
fine minimum 50, 000 maximum 500, 000
 Section 31-Whistle
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Junior about Superior (cen be people the same level)
complaining
- on

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Court or
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Section 32-Contribution & Section 33

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Books
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basis
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shall be kept at RO SOS

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Annual Return
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60

Summary of
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CO AR
transactions
-

Yearly
>
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LLP 100 pld 1 lakh

daysone
=

↓
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-

from

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Documents with ROC can be inspected.

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SG
Section 38-
③ Punishment

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Penalty =

LLP
=

for
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more
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Information
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Section 39 -

Compounding of Offences
can compound offence
LLP ->

Apply To ROC RD > no prisonment is

involved

↓ >
-
3
years have been

completed
If compounding
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not
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tovice the amount upto fine in the section

as
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Very Important Sharing

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42 ①
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such person shall no

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Note
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twice

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