Taxmann's Company Law | UGCF by Taxmann

Preface to Third Edition A sincere effort has been made to give readers an updated, clear and concise study material in the form of this book. Present edition explains various provisions of the Companies Act, 2013 along with corresponding rules enunciated by the Ministry of Corporate Affairs (MCA). Important regulations of Securities and Exchange Board of India (SEBI) in the context of listed companies have been incorporated at relevant places. Extensive use of Government websites has been made for writing this book. Provision relating to overseas listing of securities enforced w.e.f. 30th Oct., 2023 and recent amendments relating to Demat of securities in private company, shifting of registered office when new management takes control under a resolution plan have been incorporated at appropriate places. Annexure 2 comprising ‘Practical Exercises’ related to different units in the syllabus in line with the goals of ‘National Education Policy’ has been further enriched. Landmark judgment by the Apex Court dtd. 14.12.2023 has been incorporated in addition to various case laws relevant in the context of syllabus. ‘Did You Know’ & ‘Knowledge Points’ are unique features of the book. Please feel free to point out the errors or omissions, if any. I thank all my friends. Some friends Dr. Renu Aggarwal (DDU), Dr. Anand Saxena (DDU) and Prof. Manoj Kumar Sinha (PGDAV) need a special mention. I am also thankful to Rajat Arora, Advocate on Record, Supreme Court of India, for immensely fruitful discussions. Positivity of my family members inspires me to be better at everything I do. Suggestions from readers are welcome for further improvement. Wish you happy learning. Last but not least, I acknowledge the efforts of TAXMANN for bringing book on time.

I-5

Ǥ email: rajni4963@gmail.com Mobile: 91-9811069079

S Yllabus ǣ ǧʹǤʹ ǣ ǧʹǤʹ

Learning Outcomes: After completion of the course, learners will be able to: 1. analyse the regulatory aspects and the broader procedural aspects involved in different types of companies covering the Companies Act, 2013 and Rules. 2. recognize the basic legal documents and their usage essential for formation of a company.

3. analyse the process and documents required for raising capital for the company.

4. evaluate the process of company meetings and corporate decision making. 5. know the framework of dividend distribution and develop understanding of the winding up process including Insolvency Resolution

ͳǣ

Meaning and characteristics of a company; Lifting of corporate veil; Overview of administration of Company Law; Types of companies including private and public company, government company, foreign company, one person company, small company, associate company, dormant company and producer company; ϐ Ǣ Ǥ

ʹǣ

Formation of company, promoters, their legal position and pre-incorporation contracts; Online registration of a company. Memorandum of Association and its alteration, Articles of Association and its alteration, Doctrine of constructive notice, Doctrine of ultra vires and indoor management. I-7

I-8

͵ǣ

SYLLABUS

Prospectus, Shelf and Red herring prospectus, misstatement in prospectus; Book building. Allotment and Forfeiture of share, Sweat Equity, ESOPs, Bonus issue, and Further issue of shares, buyback, split of sharers and provisions regarding buyback; Transfer and transmission of shares; Demat system.

Ͷǣ

ǣ ǡ ϐ ǡ ϐ ȋ ȌǢ ϐ Ǧ ǡ ǡ Women directors, Independent director, small shareholder‘s director; Appointment, Removal of directors; Powers and Duties; Key managerial ȋ ȌǢ Ǣ Ǯ ǣ Ǥ Convening and conduct of meetings: Requisites of a valid meeting; Resolutions ȋ ȌǢ Ǣ Ǧ Ǥ

ͷǣ ǡ

Provisions relating to payment of Dividend. Company Audit: auditor‘s ϐ ϐ ǡ Ǯ ǡ removal, Secretarial Audit. Winding Up: Concept and Modes of Winding Up; Provisions of winding up under Insolvency and Bankruptcy Code, 2016.

The learners are required to: ͳǤ Ȁ website. 2. fill dummy SPICe+ form for incorporation of a company.

3. write about the timeline and details of the book building process of an Ȁ Ǥ

4. identify the actual composition of the Board of Directors in listed companies. 5. find out about the top few audit firms and their rotation in different listed companies.

Chapter-heads % ' ! 0

Preface to Third Edition

I-5

Syllabus

I-7

Contents

I-11

UNIT I

INTRODUCTION ͳ ʹ ͵

3 25 34

UNIT II

FORMATION AND INCORPORATION DOCUMENTS Ͷ ͷ ͸

65 77 86

UNIT III

SHARE CAPITAL ͹ ͺ ͻ

PROSPECTUS

ǡ Ǧͻ

108 133

ǦͳͲ

% ' ! 0

UNIT IV

MANAGEMENT AND MEETINGS ͳͲ ͳͳ

145 178

UNIT V

DIVIDENDS, AUDIT AND WINDING UP ͳʹ ͳ͵ ͳͶ

203

211 220

ANNEXURES

ͳ ǣ List of Abbreviations

237

BIBLIOGRAPHY

243

ʹ ǣ Practical Exercises

239

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲͳͺǡ ǧ

245

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲͳͻǡ ǧ

248

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲͳͻǡ ǧ

250

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲʹʹǡ ǧ

252

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲʹʹǡ ǧ

254

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲʹ͵ǡ ǧ

256

Ǥ Ǥ ȍ Ȏ ȍ Ȏ ǧ ʹͲʹ͵ǡ ǧ

258

Contents % ' ! 0

Preface to Third Edition

I-5

Syllabus

I-7

Chapter-heads

I-9

UNIT I

INTRODUCTION CHAPTER 1

Journey of the Companies Act so far

Registration and the Effect of Registration

Concept of Corporate Veil or Doctrine of Separate Legal Entity

Public Financial Institution

Characteristics of a Company

ȋ Ȍ

ȋ Ǥ Ͷ͸ͶȌ

Applicability of the provisions of the Companies Act

Meaning of Body Corporate

Ǯ ǯ Ǯ ǯ

ȋ Ǥ Ͷͷ͵Ȍ

Ǧͳͳ

Ǧͳʹ

% ' ! 0

CHAPTER 2

Administrative set-up for the Company Law

ȋ Ǥ ͶͲͺȌ

Special Courts

Some Important Mechanisms in the Functioning of the Companies

ȋ Ȍ

Act, 2013

ȋ Ǥ ͶͳͲȌ

ϐ ȋ

ȋ Ȍǡ ȋ Ȍǡ ʹͲͳ͸ǡ ͳʹ Ƭ 14 respectively

32 32

CHAPTER 3

ϐ ϐ

Difference between private company and public company

Power

Companies on the basis of objective

Difference between producer company and private company

Ǧͳ͵ % ' ! 0

UNIT II

FORMATION AND INCORPORATION DOCUMENTS CHAPTER 4

Promotion

ǡ Ǥ ȋ Ǥ ͳͲ Ȍ

ȋ Ǥ ͹Ȍ

Online Registration of a company

CHAPTER 5

Memorandum of Association [Sec. 2(56ȌȐ

Doctrine of Ultra Vires

Alteration of Memorandum of Association

CHAPTER 6

Articles of Association [Sec. 2(5ȌȐ

ȋ Ȍ

ȋ Ǥ ͷȌ

ȋ Ǥ ͳͶȌ

Association

ǦͳͶ

% ' ! 0

UNIT III SHARE CAPITAL CHAPTER 7

Prospectus [Sec. 2(70ȌȐ

Meaning of Mis-statement in Prospectus

Remedies for Mis-statement in Prospectus

101 102

106

CHAPTER 8

Meaning of Share

108

Meaning of Allotment

114

121

114

Statutory Provisions with Regard to Allotment

114

Ǧ ȋ Ǥ ͸ͺȌ

122

ȋ Ǥ ͸ʹȌ

Difference between Right Shares and Bonus Shares

122

132

Demat System

CHAPTER 9

126

ǡ Requisites of a Valid Call

133

Provisions Regarding Calls on Shares

134

ȋ ʹ͵ ʹ͸ Ȍ

138

ȋ ʹͺ ͵ʹ Ȍ

135

Difference between Transfer and Transmission of Shares

140

ȋ Ǥ ͷ͸Ȍ

136

142

Ǧͳͷ % ' ! 0

UNIT IV MANAGEMENT AND MEETINGS CHAPTER 10

Introduction

145

149

ȋ Ǥ ͳͷʹȌ

157

ȋ Ǥ ͳ͹ͻȌ

171

Director

145

ǯ ȋ Ǥ ͳͷͳȌ

153

ȋ Ǥ ͳ͸͸Ȍ

163

Key Managerial Personnel

174

Woman Director

148

ϐ ȋ Ȍ

154

ȋ Ǥ ͳ͹͵Ȍ

166

177

CHAPTER 11

178

Introduction

ȋ Ǥ ͻ͸Ȍ

178

Difference between ordinary business and special business

181

Difference between ordinary resolution and special resolution

190

ȋ Ȍ

197

182

184

ȋ Ǧ Ȍ

193

Postal Ballot

191

199

Ǧͳ͸

% ' ! 0

UNIT V

DIVIDENDS, AUDIT AND WINDING UP CHAPTER 12

Meaning of Dividend

203

Concept of Interim Dividend

208

Provisions regarding Declaration and Payment of Dividend

203

ȋ Ǥ ͳʹ͹Ȍ

209

ȋ Ǥ ͳʹͷȌ

206

210

CHAPTER 13

Introduction

211

ϐ ȋ Ǥ ͳͶͳȌ

214

Secretarial Audit

217

Appointment

211

ȏ Ǥ ͳ͵ͻȋʹȌȐ

216

219

ϐ ȋ Ǥ ͳͶͳȌ

213

Removal of Auditors

217

CHAPTER 14

Meaning of Winding up

220

Winding up under Insolvency and Bankruptcy Code, 2016

225

Modes of Winding up

ȋ Ǥ ʹ͹ͲȌ

220 221

Ǧͳ͹ % ' ! 0

ȋ Ǥ ͷͻ Ȍ

229

234

ǡ ʹͲͳ͹ ȋ ͳ͸ǤͻǤʹͲʹʹȌ

Pre-Packaged Insolvency Resolution Plan for MSMEs

232

ANNEXURES ͳǣ

237

ʹǣ

239

Bibliography

243

Ǥ Ǥ ȋ

Ȍ ȋ Ȍ Ǧ ʹͲͳͺǡ Ǧ

245

Ǥ Ǥ ȋ

Ȍ ȋ Ȍ Ǧ ʹͲͳͻǡ Ǧ

248

Ǥ Ǥ ȋ Ȍ ȋ Ȍ Ǧ ʹͲͳͻǡ Ǧ

250

Ǥ Ǥ ȋ

Ȍ ȋ Ȍ Ǧ ʹͲʹʹǡ Ǧ

252

Ǥ Ǥ ȋ Ȍ ȋ Ȍ Ǧ ʹͲʹʹǡ Ǧ

254

Ǥ Ǥ ȋ

256

Ȍ ȋ Ȍ Ǧ ʹͲʹ͵ǡ Ǧ

Ǥ Ǥ ȋ Ȍ ȋ

Ȍ Ǧ ʹͲʹ͵ǡ Ǧ

258

C H A P T E R

MEMORANDUM OF ASSOCIATION

Important documents of the company are: 1. Memorandum of Association (MoA) 2. Articles of Association (AoA) 3. Prospectus

MoA and AoA are the documents required for formation of company. While prospectus is drafted for issue of securities as per the requirements of law. The chapter discusses the meaning, contents and provisions regarding alteration in Memorandum of Association.

“MEMORANDUM OF ASSOCIATION” [SEC. 2(56)]

As per Sec. 2(56), “Memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any Ǥ ϐ throw any light on the nature of MoA, therefore, reference is made to following ϐ ǣ According to Palmer, “the Memorandum of Association contains the objects for Ǥ ϐ cannot go.”

According to Lord Cairns, ǲ ϐ ǤǤǤǤǤǤǤǤ ǡ ϐ ǤǤǤǤǤǤǤǤǤǳǤ ϐ ϐ ȋ Ȍ Ǥ ϐ importance. This document tells the permitted range of activities of the company. Ǯ ǯ ϐ objectives of the Company. This document provides the foundation on which the company is built. 77

UNIT II : FORMATION AND INCORPORATION DOCUMENTS

Contents of memorandum of association (Sec. 4) The memorandum of association of a company shall state-

1. NAME CLAUSE: the name of the company with the last word (a) “Limited” in the case of a public limited company, (b) “Private Limited” in the case of a private limited company. (c) Sec. 8 company is exempt from the requirement of adding ‘Limited’ or ‘Private Limited’ to its name. (d) ‘OPC’ - in case of One person company. (e) A specified IFSC private company and specified IFSC public company shall have the suffix International Financial Service Company or IFSC as part of its name (notification dated 4-1-2017). (f) In case of Government company, it must end with ‘limited’ (whether it is a private company or public company), (notification dated 5-6-2015). Restrictions regarding Name of the Company The name stated in the memorandum shall not1. be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or Case Laws: Ewing (Trading as Buttercup Dairy Company) vs. Buttercup Margarine Company Ltd. (1917) The plaintiff had been carrying on business under the name of Buttercup Dairy Company. He filed a suit against a newly registered company Buttercup Margarine Company Ltd. restraining it from carrying business with the said name on the ground that the name resembled their company’s name. He alleged that public might think that the two businesses were connected. The plaintiff succeeded in getting the injunction. Society of Motor Manufacturing & Traders Ltd. v. Motor Manufacturers & Traders Mutual Assurance. (1925) It was held that the plaintiff was a trade protection society for motor manufacturers and traders while defendant company was an insurance company for motor manufacturers and traders. So no one could conclude that the two were connected, therefore both the companies could continue with their respective names. 2. be such that its use by the company(a) will constitute an offence under any law for the time being in force; or (b) is undesirable in the opinion of the Central Government.

CH. 5 : MEMORANDUM OF ASSOCIATION

3. A company shall not be registered with a name which contains(a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government, any State Government under any law for the time being in force, or (b) such word or expression, as may be prescribed e.g., National, Authority, Republic, Bureau, etc. unless the previous approval of the Central Government has been obtained for the use of any such word or expression. The Companies (Incorporation) Fifth Amendment Rules w.e.f. 10-5-2019 explain restrictions regarding name of the company. These amended rules provide ample illustrations to avoid ambiguity in name reservation. As a result of it, name rejection rate has fallen drastically. Approval based words such as insurance, bank, stock exchange etc. cannot be used without the approval of concerned authority. Word ‘Insurance’ can be used only with approval from Insurance Regulatory and Development Authority (IRDA), word ‘Bank’ can be used only with approval of Reserve Bank of India (RBI). Similarly word ‘Stock Exchange’ can be used only with the approval of Securities and Exchange Board of India (SEBI). The name shall be considered undesirable if it is prohibited under the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950 unless a previous permission has been obtained under that Act. The name shall also be considered undesirable if it includes a trade mark registered under the Trade Mark Act, 1999 without the consent of the owner of the trade mark. 2. DOMICILE CLAUSE OR REGISTERED OFFICE CLAUSE : It shall specify the State in which the registered office of the company is to be situated; 3. OBJECTS CLAUSE: It states the objects for which the company is proposed to be incorporated and any matter considered necessary for furtherance thereof; 4. LIABILITY CLAUSE: It states the liability of the members of the company, whether limited or unlimited, and also state,(a) in the case of a company limited by shares, the liability of its members is limited to the amount unpaid, if any, on the shares held by them; and (b) in the case of a company limited by guarantee, the amount up to which each member undertakes to contribute(i) to the assets of the company in the event of its being wound-up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and

UNIT II : FORMATION AND INCORPORATION DOCUMENTS

(ii) to the costs, charges and expenses of winding-up and for adjustment of the rights of the contributories among themselves; 5. CAPITAL CLAUSE (only in case of company having share capital): The amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; 6. NOMINATION CLAUSE (only in case of OPC): In the case of One Person company, the name of the person who in event of death of the subscriber, shall become member of the company; and 7. SUBSCRIPTION OR ASSOCIATION CLAUSE: The number of shares each subscriber to the memorandum intends to take is indicated opposite his name.

Model Form of Memorandum of Association [Sec. 4(6)]

ϐ A, B, C, D and E in Schedule I as may be applicable to such company. Schedule I

Table A

: Memorandum of Association of a company limited by shares.

Table C

: Memorandum of Association of a company limited by Guarantee and having a share capital.

Table B

Table D Table E

: Memorandum of Association of a company limited by Guarantee and not having a share capital. : Memorandum of Association of an unlimited company and not having share capital. : Memorandum of Association of an unlimited company and having share capital.

Doctrine of Ultra Vires: Term ‘Ultra Vires’ means ‘beyond power’. In the context of company, ultra vires acts may be of following types: 1. Acts ultra vires the MoA or objects clause of the memorandum or ultra vires the company (used interchangeably). 2. Acts ultra vires the AoA but intra vires (within power) the company. 3. Acts ultra vires the directors but intra vires the company. It needs to be noted that acts which are ultra vires the company can never be made intra vires even by unanimous consent, while the acts in second and third points above can be made intra vires if the consent is obtained later. The concept of ‘ultra vires’ if nothing ‘additional stated’ is construed as to be ultra vires the company. It was established in Ashbury Railway Carriage Co. Ltd v. Riche case that ultra vires acts shall not be binding on the company. Directors shall be themselves liable for such contracts. In the above case where the company was authorized to ‘construct the railway lines’ when diverted from its objects and

CH. 5 : MEMORANDUM OF ASSOCIATION

Ǯϐ ǯ vires the company, therefore, the directors were held liable for such acts and not the company.

In Lakshmanaswamy v. LIC of India (1963) the Apex Court held that the company Ǥ ϐ even if all the shareholders agree. Ultra-vires acquired property - If company’s money has been spent ultra-vires in acquiring some property, the right of the company on that property is held secure, as it represents the corporate capital. TABLE 5.1: ALTERATION OF MEMORANDUM OF ASSOCIATION Clause 1. Name Clause

Nature of Change Procedure of Change z In conformity with provisions 1. Any change in the name of the of Sec. 4 + Special Resolution in company. General Meeting +

z Approval of Central Government

2. Change involving addition thereto or deletion therefrom, of the word ‘Private’ on conversion. 3. ϐ of name of the company (Sec.16):

ȋ Ȍ ϐ or registration by new name in the opinion of the Central Government is identical with or too nearly resembles the name of the previously registered company, it may direct the company to change its name or new name as the case may be.

in writing. Approval of name using web form RUN (Reserve Unique Name).

Special Resolution in General Meeting. Change of name using web form RUN.

(i) within a period of 3 months from the issue of such direction after adopting an Ordinary Resolution. Within 15 days of change give notice to Registrar along with order of Central Government. Nec ϐ Incorporation and Memorandum shall be made.

(ii) in case of non-compliance of direction within 3 months, new name of company shall be the letters ORDNC (Order of Regional Director not complied), the year of passing of the direction, the serial number and the existing CIN of the company. The Registrar shall enter such name in Register of Companies and Company will have to mention ‘ORDNC’ in brackets below the name of com ǡ ϐ engraved. This will continue until company subsequently changes its

82 Clause

UNIT II : FORMATION AND INCORPORATION DOCUMENTS

Nature of Change

(b) on application by a registered proprietor of a trade mark with in 3 years of incorporation of a company, if in the opinion of the Central Government, name on ϐ by a new name is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name.

2. Domicile Clause

1. From one place to another within the same city, town or village*. 2. From one city, town or village to another city, town or village**. where it involves change in juris-

diction of RoC***

Procedure of Change name in accordance with Sec. 13. [Rule 33A inserted by Companies (Incorporation) Fifth Amendment Rules, 2021 w.e.f. 1/9/2021] (i) within a period of 3 months from the issue of such direction after adopting an Ordinary Resolution. Within 15 days of change give notice to Registrar along with order of Central Government. Necessary changes in the ϐ Memorandum shall be made.

Board Resolution

Special Resolution in General Meeting

+ Approval of Regional Director.

Special Resolution in General Meeting. where it does not involve change in jurisdiction of RoC 3. ϐ Ǥ Ǧʹ͵ ϐ Special Resolution passed in General state to another. Meeting + Approval of Central Government (Central Government shall give its approval only after having ‘No Objection’ from Creditors, debenture holders and the persons concerned with the company and ensuring that no employee shall be retrenched).

Clause

CH. 5 : MEMORANDUM OF ASSOCIATION

Nature of Change

Procedure of Change Shifting not allowed during pendency of any enquiry/inspection/ investigation/prosecution against the company. Where the management of the com-

pany has been taken over by new management under a resolution plan approved under Insolvency Bankruptcy Code, 2016 and no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection, investigation is pending or initiated after the approval of the said resolution plan, the shifting of the registered office may be allowed (enforced w.e.f. 21st October 2023).

3. Object Clause

1. A company which has raised money from public through prospectus and still has unutilized amount shall change its objects for which it raised the money.

2. In other cases 4. Capital Clause

1. Increase of Authorised Capital. Sec. 61(1)(a) 2. Conversion of shares into stock or vice versa. Sec. 61(1)(c) 3. Consolidation**** or splitting of shares. Sec. 61(1)(b) and Sec. 61(1) (d) 4. Diminution of Capital (Cancellation) of unsubscribed portion of capital. Sec. 61(1)(e) 5. Reduction of capital (Sec. 66) by extinction or reduction of liability on any of its shares in respect of share capital not paid up or either with or without extinction or reduction of liability on any of its shares:

ϐ poration indicating alteration.

Special Resolution General Meeting + details be published in two newspapers, one English and one in Vernacular Language plus on website of the company indicating ϐ Ϊ shareholders shall be given an opportunity to exit. RoC shall register alteration ͵Ͳ ϐ lution. Special Resolution in General Meeting . RoC shall register alteration within 30 days of ϐ Ǥ Authorisation by Articles +

Ordinary Resolution

Special Resolution in General Meeting + Approval of Tribunal on ‘No Objection’ from: (i) Creditors

(ii) Central Government (iii) Registrar (iv) SEBI

UNIT II : FORMATION AND INCORPORATION DOCUMENTS

Clause

Nature of Change Procedure of Change (i) cancel any paid up share Tribunal shall not sanction any application capital which is lost or unrep- for reduction unless accounting treatment resented by available assets, or for reduction proposed is in conformity (ii) payoff any paid-up share capi- with provisions regarding it. tal which is in excess of the ϐ Ǧ resenting the nature, amount or claim of wants of the company.

any creditor (or being privy to such concealment or mis-representation) shall be liable under Sec. 447.

Note : Rule 33A w.e.f. 1-9-2021. *&**Do not amend the M/A as it (M/A) mentions only the name of the State. These points are covered here only for the sake of convenience. ***Change in jurisdiction of RoC : The State of Maharashtra has 2 RoCs (Mumbai and Pune) and the State of Tamil Nadu has 2 RoCs (Chennai and Coimbatore). ǡ ϐ same State in above mentioned States may involve change in jurisdiction of RoC. ****Consolidation shall require approval of Tribunal if it results in changes in ȋ ϐ ͳͳǦͲ͸ǦʹͲͳ͸Ȍ Note: Whenever an alteration is made it needs to be intimated to RoC along with relevant resolutions and approvals. RoC shall certify the registration within particular time frame and alteration shall become effective. TABLE 5.2: DIFFERENCE BETWEEN DIMINUTION OF CAPITAL & REDUCTION OF CAPITAL

Basis

Diminution of Capital

Reduction of Capital

1. Meaning Cancellation of unsubscribed Reduction of subscribed or paidportion of capital. up capital.

2. Kind of Resolution Required 3. Other required Compliances

Ordinary Resolution is required to Special Resolution is required to be passed. be passed.

Only a few such as Authorization by Articles and Ordinary Resolution as interest of creditors is not affected by diminution.

In addition to Special Resolution in general meeting, approval of Tribunal (on receiving ‘no objection’ from different stakeholders such as Creditors, Central Govt., Registrar, SEBI) is required.

QUESTIONS

CH. 5 : MEMORANDUM OF ASSOCIATION

Q 1. What is Memorandum of Association? State its contents.

Q 2. How can various clauses of Memorandum of Association be altered?

Q 3. Explain the Doctrine of Ultra-vires. State its consequences. (DU, B.Com.(H), 2022)

Q 4. Explain the provisions of the Companies Act, 2013 regarding Alteration of Name Clause. (DU, B.Com.(H), 2023)

Q 5. Discuss the statutory provisions regarding ‘Reduction of Share Capital’. (DU, B.Com., 2022)

Q 6. State the importance of ‘Memorandum of Association’ of the company. Explain the procedure relating to the alteration of object clause of Memorandum of Association. (DU, B.Com.(H), 2022, Modified)

PRACTICAL PROBLEMS

Q 1. A company has its registered office at Mumbai in the state of Maharashtra for better administrative convenience, the company wants to shift its office at Pune in the state of Maharashtra. What formalities the company has to comply with for shifting its registered office? (DU, B.Com. 2019, Modified)

Q 2. A company wants to shift its registered office from Chennai to Coimbatore both in the state of Tamil Nadu for administrative convenience. What provisions the company has to comply with under the Companies Act, 2013 for shifting its registered office?

COMPANY LAW UGCF AUTHOR PUBLISHER DATE OF PUBLICATION EDITION ISBN NO NO. OF PAGES BINDING TYPE

: RAJNI JAGOTA : TAXMANN : JANUARY 2024 : 3rd Edition : 9789357789011 : 278 : PAPERBACK

Rs. 450 USD 6

DESCRIPTION This book is a comprehensive textbook on 'Company Law'. It provides the students with updated, concise & clear study material in a compact manner. It enables the reader to grasp company law's regulatory and procedural aspects, understand legal documentation, analyze capital raising processes, and know the corporate decision-making and winding up procedures. This edition incorporates the latest provisions related to the overseas listing of securities, effective 30th October 2023, and recent amendments regarding the dematerialization of securities in private companies. The book also addresses the changes in registered office procedures under new management following a resolution plan. This book aims to fulfil the requirements of students of undergraduate courses in commerce and management, particularly: • B.Com. (Hons.) based under the Undergraduate Curriculum Framework (UGCF) • B.Com. based under the Undergraduate Curriculum Framework (UGCF) • Non-Collegiate Women's Education Board (NCWEB) • School of Open Learning (SOL) | University of Delhi • Universities throughout India The Present Publication is the 3rd Edition (based on National Education Policy [NEP])), authored by Dr Rajni Jagota, with the following noteworthy features: • [Latest Amendments & Developments] have been incorporated at relevant places o Provisions of Companies Act 2013, along with corresponding Rules enunciated by the MCA o Regulations of SEBI in the context of listed companies in the context of listed companies o Provision relating to the overseas listing of securities enforced w.e.f. 30th October, 2023 o Recent amendments relating to the Demat of securities in the private company, shifting of the registered office when new management takes control under a resolution plan • [Extensive Use of Government Websites] has been made for writing this book • [Practical Exercises] have been included in this book in line with the goals of the National Education Policy • [Case Laws & Illustrations] have been included to enable easy comprehension for students o A landmark judgment by the Apex Court dtd. 14.12.2023 has been incorporated in addition to various case laws relevant in the context of the syllabus • [Did You Know & Knowledge Points] are additional features of this book • [Figures & Tables] have been incorporated to provide a bird's eye view of the legal process • [Examination Questions & Practical Problems] are given at the end of each chapter to enhance the utility of this book for the students preparing for their semester examinations. Coverage of Past Examination Questions is as follows: o B.Com. (Hons.) (CBCS) – 2018 | Semester – II o B.Com. (Hons.) (CBCS) – 2019 | Semester – II o B.Com. (Pass) (CBCS) – 2019 | Semester – III o B.Com. (Hons.) (CBCS) – 2022 | Semester – II o B.Com. (Pass) (CBCS) – 2022 | Semester – III o B.Com. (Hons.) (UGCF) – 2023 | Semester – II o B.Com. (Pass) (UGCF) – 2023 | Semester – II

ORDER NOW