Taxmann's Company Law Ready Reckoner – Topic-wise commentary on 40+ topics of the Companies Act, 2013, along with relevant Rules, Case Laws, Circulars, Notifications [2024]

Book excerpt: This comprehensive guide offers detailed and accurate information on all provisions of the Companies Act 2013. It features a topic-wise commentary on each provision, providing valuable insights and practical guidance for companies and corporate professionals. This book addresses various practical issues faced by corporate entities and professionals. The Present Publication is the 15th Edition | July 2024 & updated till 10th June 2024. This book is authored by Taxmann's Editorial Board with the following noteworthy features: • [Topic-wise Commentary] The book covers over 40 key topics related to the Companies Act 2013, ensuring a detailed understanding of each provision • [Comprehensive Analysis] It includes a thorough analysis of all provisions of the Companies Act, supplemented with relevant Rules, Judicial Pronouncements, Circulars, and Notifications • [Practical Guidance] The book addresses practical issues faced by companies and corporate professionals, making it an indispensable resource for day-to-day corporate governance and compliance The contents of the book are as follows • Introduction o This chapter lays the foundation with an overview of the company form of business organisation, the administration of the Companies Act, the concept of a company as a separate legal entity, and various types of companies that can be formed. It also explores fundamental principles like limited liability and the lifting of the corporate veil • Incorporation of a Company o The process of forming a company is detailed here, including the initial stages, naming conventions, signing of the memorandum and articles, necessary documentation, and obtaining the certificate of incorporation • Memorandum of Association o This chapter discusses the memorandum as the constitution of the company, detailing its clauses, the procedure for alterations, and the doctrine of ultra vires • Articles of Association o It provides insights into the internal management rules, the binding nature of articles, and the procedure for altering articles • Capital of the Company o An exploration of company funds, including equity and preference shares, highlighting the distinction between 'own funds' and 'loan funds' • Issue of Securities o Various modes of raising capital are discussed, such as issuing shares at a premium, private placement, and the procedures for issuing and allotting securities • Further Issue of Securities o This chapter elaborates on rights issues, preferential allotment, bonus shares, sweat equity shares, and employee stock options • Reduction of Capital and Buy-back of Securities o Processes for reducing capital and buying back securities are detailed, including procedural aspects and legal requirements • Public Issue of Securities o It covers the background, stock exchange requirements, prospectus details, and penalties for violations related to public issues • Membership of Company o The chapter defines the rights and obligations of members, shareholding variations, and the procedures for maintaining a register of members • Transfer of Securities o Guidelines and procedures for the transfer of shares and securities, including legal restrictions and protections for transferees, are discussed • Nomination and Transmission of Shares o The procedures for nominating shares, involuntary transfers, and transmissions in various circumstances, including insolvency and mental incapacity • Democracy of Shareholders o This chapter emphasises the ultimate ownership by shareholders, detailing the types and procedures of shareholder meetings, including the annual general meeting • Procedure of General Meeting o It provides a comprehensive guide to conducting general meetings, including notices, voting procedures, and the role of the company secretary • Directors of Company o Roles, responsibilities, appointment processes, and the legal position of directors are explored, including remuneration and the concept of independent directors • Disqualifications and Removal of Director o The legal grounds for disqualification, procedures for removal, and the implications of director vacancies are thoroughly examined • Restrictions on Directors in Relation to Company o Detailed restrictions on directors' actions, such as related party transactions, loans, and contracts, are outlined • Duties, Rights, and Liabilities of a Director o An in-depth look at the legal duties, rights, and potential liabilities of directors under various circumstances • Meeting of the Board of Directors o This chapter details the procedures for board meetings, including agenda setting, quorum requirements, and the role of the chairperson • Report of Board to Members o The contents and requirements of the directors' report, particularly for listed companies, are explained • Corporate Governance o The principles and practices of corporate governance, including SEBI requirements, are discussed, emphasising transparency and integrity • Restrictions on Powers of Board o Legal restrictions on the board's powers, such as borrowing limits and investment rules, are outlined • Key Managerial Personnel o The roles and responsibilities of key managerial personnel, including managing directors and company secretaries, are analysed • Charge on Assets of the Company o Guidelines for securing borrowings through charges on company assets, including filing requirements and penalties for non-compliance • Debentures o The nature, types, and issuance procedures for debentures are detailed, along with protections for debenture holders • Public Deposits o Procedures and restrictions for accepting public deposits, including repayment requirements and exemptions • Accounts of the Company o Requirements for maintaining and auditing financial accounts, including the role of the National Financial Reporting Authority (NFRA) and accounting standards • Dividend o Rules and procedures for declaring and paying dividends, including SEBI requirements and provisions for unpaid dividends • Financial Audit of Accounts o The role and responsibilities of auditors, including appointment procedures and the scope of audit reports • Cost Audit and Secretarial Audit o Detailed processes for cost and secretarial audits, including applicable standards and the distinction from financial audits • Private Companies o Special provisions and requirements for private companies, including conversion processes and potential personal liabilities • Holding and Subsidiary Companies o Implications and legal provisions for holding and subsidiary relationships, especially for listed companies • Companies Licensed Under Section 8 o Requirements and regulations for non-profit companies and electoral trusts • Government Companies o Special provisions for companies where the government is a major shareholder, including audit and reporting requirements • Foreign Company o Regulations applicable to foreign companies operating in India, including limitations and share issuance rules • Other Types of Companies o Provisions for small companies, one-person companies, dormant companies, and specific industry-related companies like banking and insurance • Miscellaneous Provisions in Company Law o Additional regulations and procedural aspects, including service of documents, mediation, and the Insolvency and Bankruptcy Code • Overview of NCLT Related Issues o Comprehensive coverage of the National Company Law Tribunal's (NCLT) role, procedures for mergers, takeovers, and insolvency resolution • Penalties and Punishments o General and specific provisions regarding penalties for non-compliance, fraud, and other offences • Rules of Interpretation o Guidelines for interpreting company law statutes, including general and specific rules, aids, and presumptions • Miscellaneous o Additional provisions covering document service, removal of company names, jurisdiction of courts, and rule-making powers