The Companies Act, 2013, one of the most comprehensive Acts is being updated and amended continuously over the years to keep pace with the policies of the government and imperatives of industrial development. With a constant endeavour on ‘Ease of Doing Business’ many provision have been simplified and Itdecriminalised.ismypleasure
PREFACE I-5
to present to the readers sixth edition of the book Company Law incorporating all the amendments introduced by Companies (Amendment) Act, 2020, Companies (Amendment) Act, 2019, amendments to relevant rules under Companies Act, 2013 and provisions of Insolvency and Bankruptcy (Amendment) Act, 2021 as applicable to companies. Case laws and illustrations have been given at appropriate places to enable an easy comprehension for the readers. Flow charts have been included at different places to give a bird’s eye view of the legal processes. At the end of each chapter, important case laws are given to facilitate easy recall. I wish to dedicate my efforts to my esteemed readers, well-wishers and Thisfriends.book is designed primarily to serve as a text book on ‘Company Law’ for the undergraduate students of B. Com., B. Com. (Programme) BBA, BBE of Delhi University and other universities. The students of IPCC and MBA would also find the book equally useful. The book contains 13 chapters in all. While the first three chapters introduce the basic concepts and kinds of companies, chapter four of the book outlines the steps to float a company. Subsequent chapters from five to eleven seek to give a legal framework in which companies operate memorandum of association, articles of association, prospectus including book building, shares including dividend, general
meetings, management of companies and powers of directors.
Chapter 13 contains the concept and modes of winding up of companies. The examination questions and case problems are given at the end of each chapter to enhance the utility of this book for the students preparing for their semester examinations. Feedback from readers is solicited and would be thankfully
ANIL KUMAR
Augustacknowledged.1,2022
I-6
PAGE Preface I-5 Syllabus I-9 COMPANY : MEANING AND FEATURES 1 ADMINISTRATION OF COMPANY LAW 24 KINDS OF COMPANIES 32 FORMATION OF COMPANY 58 MEMORANDUM OF ASSOCIATION 74 ARTICLES OF ASSOCIATION 90 PROSPECTUS 106 SHARES AND SHARE CAPITAL 129 DIRECTORS AND KEY MANAGERIAL PERSONNEL 168 SHAREHOLDERS MEETINGS 209 AUDIT 242 DIVIDEND PROVISIONS 249 WINDING UP OF COMPANIES 262 B.Com (CBCS) Paper - Dec. 2016 279 B.Com (CBCS) Paper - Dec. 2017 282 B.Com (CBCS) Paper - Dec. 2018 285 B.Com (CBCS) Paper - Dec. 2019 287 B.Com (CBCS) Paper - Dec. 2021 289 I-7 CONTENTS
®TAXMANN PromoterPromotion
FORMATION
OF COMPANY 4 CHAPTER v 58
59 TAXMANN® (b)(a)(c) e.g. Functions of Promoter iiiiii v.
60 ®TAXMANN iv i.e v a b c d e f g viiiviiviixx Legal Position of Promoter Lydney & Wigpool Iron Ore Co. v. Bird fiduciary nature v.
61 TAXMANN® Duties of Promoter (i) Not to make Secret Profit: (ii) Disclosure of Material Facts: Erlanger v. New Sombrero Phosphate Co. (1878) “Lectures on Company Law” v.
62 ®TAXMANN Liabilities of Promoter (1) Non-disclosure of Secret Profit: (2) Non-adoption of Preliminary Contract: (3) Fraud in the Promotion of the Company: iiiiii . (4) Omission in the Prospectus:
63 TAXMANN® (5) Misrepresentation in the Prospectus: Remuneration to Promoter bac Preliminary or Pre-incorporation Contracts ValidityMeaning
64 ®TAXMANN Cases i N & Co. NC,& Co. N & Co N & Co Liabilityii of the Promoter Kelner v. Baxter (1866) v. v.
65 TAXMANN® i e the promoterauthenticatednullity Newborne (London) Ltd. v. Sensolid (GB) Ltd. (1954)Adoption of Preliminary Contract i entering into new con tracts ii Specific Relief Act, 1963 h e
66 ®TAXMANN for the purposes of the company communicates such acceptance Case Imperial Ice Mfg. Co. v. Manchershaw -M M Incorporation bac Preliminary Steps
67 TAXMANN® i.e.Applying to the Registrar of Companiesbac
68 ®TAXMANN defg ONLINE REGISTRATION OF A NEW COMPANY Step 1: Application for DIN Step 2: Acquire/Register DSC
69 TAXMANN® Acquire DSC Register DSC Step 3: New User Registration Step 4: Incorporate a Company-
70 ®TAXMANN Certificate of Incorporation Validity of Certificate of Incorporation -
71 TAXMANN® iiiiiiivv Commencement of Business [Section 10A] a Filing of declaration to the Registrar of Companies b Verification of the registered office ProvisionalDefault Contract
72 ®TAXMANN IMPORTANT CASE v v. v. 1. bac 10.7.3.2.4.5.6.8.9. CASE PROBLEMS 1. REVIEW QUESTIONS
73 TAXMANN® Ans. 2. Ans. 3. Ans.
Chapter 13 | Concepts and modes of winding up of companies [Student-Oriented Book] This book has been developed keeping in mind the following factors: Interaction of the author/teacher with their students in the classroom Shaped by the author/teacher's experience of teaching the subject matter at different levels Reactions and responses of students have also been incorporated at different places in the book
Rs. 525TYPE
:
ORDER NOW Description USD : 35 The objective of this book is to familiarise the students with understanding the Companies Act 2013. Cases and issues relating to Company Law are discussed easily and comprehensively. This book aims to fulfil the requirement of students of undergraduate courses in commerce and management, particularly B.Com., B.Com.(Programme), BBA, BBE of Delhi University and other universities. The students of the Institute of Chartered Accountants of India in IPCC and MBA would also find this book helpful. The Present Publication is the 6th Edition, authored by Prof. Anil Kumar, with the following noteworthy features: [Most Amended & Updated] The 6th Edition incorporates the following amendments: Companies (Amendment) Act, 2020 Companies (Amendment) Act, 2019 Amendments to relevant Rules under Companies Act, 2013 Provisions of Insolvency and Bankruptcy (Amendment) Act, 2021 as applicable to companies [Simple & Lucid Language] The subject matter is presented in a simple, systematic method along with theories underlying Company Law enable in the book [Flow Charts] have been included in different places to give a bird's eye view of the legal processes [Case Laws, Examination Questions and Case Problems] are given at the end of each chapter [Previous Exam QuestionsB.Com.] (CBCS) Paper – Dec. 2016 B.Com. (CBCS) Paper – Dec. 2017 B.Com. (CBCS) Paper – Dec. 2018 B.Com. (CBCS) Paper – Dec. 2019 B.Com. (CBCS) Paper – Dec. 2021 [Coverage] of the book 'chapter-wise' includes: Chapters 1-3 | Basic concepts and kinds of companies
Chapter 4 | Outlines steps to float a company
| AUTHOR : Taxmann PUBLISHER : TAXMANN DATE OF PUBLICATION : August 2022 EDITION : 6th Edition ISBN NO : 9789356223547 NO. OF PAGES : 302 BINDING
a comprehensive explanation of the concept and
Chapter 5-11 | Seeks to give a legal framework in which companies operate, viz. memorandum of association, articles of association, prospectus including book building, shares including dividend, general meetings, management of companies and powers of directors.
: PAPERBACK Company Law
[Case Laws and Illustrations] have been given at appropriate places to
easy comprehension of the text
