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.........................................................................................................................DescriptionThisBookis a comprehensive, practical and useful guide onCompanyLaw.Asignificant feature of this Book is its thrust onpresentingtheCompanyLaw in practical mode with detailed proceduresandlatestjudicialpronouncements. The Book also containsnumerousspecimens ofresolutions,notices, forms, reports, letters tovariousauthorities,minutes,explanatory statement and format ofvariousdocuments to besubmitted tostock exchanges and otherauthorities. Itenfolds relevantSEBIGuidelines, text of various rules,notifications,circularsandclarifications issued by SEBI, RBI, Ministryof CompanyAffairs.Thebook discusses the entire gamut of Company Lawunderthefollowingheads: • Alteration of Memorandum/Articles• Alternate Investment Market, GDR, ADR, IDR and Listing on other Stock Exchanges• Amalgamation• Articles of Association• Audit of Accounts• Basics about companies• Board, Powers & Duties• Books of Accounts• By back of Securities• Change in Name, Situation, Objects and Capital• Charges• Commencement of Business• Company Secretary• Compliance Certificate• Conversion of Partnership Firm into a Joint-Stock Company• Corporate Governance• Debentures• Delisting of Securities• Depositories• Deposits, Invitation and Acceptance• Depreciation• Directors• Directors Report• Disclosure of Interest and Approval of Contracts• Dividends• Electronic Data Information Filing & Retrieval System• Employee stock option/purchase scheme• Foreign Company• Formation of Non-Profit Making Companies• Forms Under the Companies Act• Fraudulent and unfair trade practices, prohibition of• Incorporation of a Company • Registers Under the Companies Act, 1956• Insider Trading• Inter-Corporate Loans, Investments, Guarantees and Securities• Investigation• Issuance of Shares on Right & Preferential, QIP, Green House Option basis• Listing Agreement, Compliance of• Managerial Personnel and their Remuneration• Meetings• Membership of a Company• Memorandum of Association• Merger• Minutes• National Company Law Tribunal• Notice • Offences• Office or Place of Profit• Powers and Duties of the Board• Producer Company, Formation and conversion of Co-operative Society into• Prospectus, Issuance, Transfer and Forfeiture of Shares• Proxy for Meetings• Quorum • Receiver, Appointment & Cessation• Registers under the Companies Act• Resolutions• Returns Under the Companies Act, 1956• Shares• Sick industrial company and its revival and rehabilitation• Take Over of Companies• Winding Up and Defunct of Company TheBookwillbe of immense use to charteredaccountants,companysecretaries,consultants, corporates and theirexecutives,libraries,etc..........................................................................................................................ContentsPart I - Basics about Companies Chapter 1. Definition and Types of Companies Chapter 2. Selection of Name for the CompanyPart II - Preliminary Formalities for Incorporation of a Company Chapter 1. Illegal Association Chapter 2. Preliminary Formalities for Incorporation of a CompanyPart III - Memorandum and Articles of Association Chapter 1. Memorandum of Association Chapter 2. Alteration in the Memorandum of Association Chapter 3. Articles of Association Chapter 4. Alteration of Articles of AssociationPart IV - Commencement of Business Chapter 1. Commencement of Business Chapter 2. Carrying out new objectsPart V - Change in Name, Situation, Objects and Capital Chapter 1. Change in the name of a CompanyChapter 2. Change in the situation of the Registered Office of a Company Chapter 3. Alteration in the object clause Chapter 4. Alteration of Share CapitalPart VI - Invitation and Acceptance of Deposits Chapter 1. Invitation and Acceptance of DepositsPart VII - Membership of a Company Chapter 1. Members Chapter 2. Register of MembersChapter 3. Closure of Register of Members and Debenture holders Chapter 4. Nomination for Shares and SecuritiesPart VIII - Prospectus, Issuance, Transfer and Forfeiture of Shares Chapter 1. Prospectus Chapter 2. Listing of Securities on Stock Exchanges in IndiaChapter 3. Issuance of Shares and Securities Chapter 4. Transfer and Transmission of Shares Chapter 5. Calls, forfeiture and re-issuance of sharesPart IX - Issuance of Shares on Private Placement Basis Chapter 1. Right and Preferential Issue of Shares Chapter 2. Preferential Issue of Shares by an Unlisted Company Chapter 3. Qualified Institutions PlacementChapter 4. Green Shoe OptionPart X – Alternate Investment Market, GDR, ADR, IDR and listing on other stockexchangesChapter 1. Listing on Alternative Investment MarketChapter 2. Euro issue through GDR, ADR and FCCBChapter 3. Issuance of Indian Depository ReceiptPart XI - Shares and Debentures Chapter 1. Share Capital Chapter 2. DebenturesPart XII - Buy-Back of SecuritiesPart XIII – Employees Stock Option/Purchase SchemePart XIV – DepositoriesPart XV – Charges, Appointment, Cessation of receiverChapter 1. Registration and modification of charge Chapter 2. Appointment or Cessation of Receiver or ManagerPart X VI - MeetingsChapter 1. Procedure for conducting General Meetings of members Chapter 2. Board Meetings Chapter 3. Committee and Class MeetingsPart XVII - Notice, Quorum, Proxy for Meetings Chapter 1. Notice for Meetings Chapter 2. Quorum, Proxy and Chairman for Meetings Chapter 3. VotingPart XVIII - ResolutionsChapter 1. General aspects of Resolutions Chapter 2. Board Resolutions Chapter 3. General Meeting Resolutions Chapter 4. Amendment in the ResolutionPart XIX - MinutesChapter 1. General Aspects of Minutes Chapter 2. Minutes of Board Meetings Chapter 3. Minutes of General MeetingsPart XX - DividendChapter 1. Declaration of Dividend Chapter 2. Interim Dividend Chapter 3. Final DividendChapter 4. Transfer of unpaid Dividend to the Investor Education and Protection FundPart XXI - Books of Accounts, Depreciation & Investigation of Books of AccountsChapter 1. Maintenance of Books of Accounts Chapter 2. Depreciation Chapter 3. Investigation of the Affairs of a CompanyPart XXII - Directors' ReportPart XXIII - Audit of AccountsChapter 1. Appointment and change in the Auditors Chapter 2. Cost Audit Chapter 3. Auditor's Report Chapter 4. Branch Audit Chapter 5. Special AuditPart XXIV - DirectorsChapter 1. Directors Identification Number Chapter 2. Directors and Constitution of the BoardChapter 3. Appointment and change in the Directors Chapter 4. Qualifications and Disqualifications of DirectorsPart XXV - Powers and Duties of the Board Chapter 1. Powers of the Board Chapter 2. Restrictions on the powers of the Board Chapter 3. Duties and obligations on the BoardPart XXVI - Managerial Personnel and Their Remuneration Chapter 1. Appointment of Managing Director, Whole-time Director and ManagerChapter 2. Remuneration to Managerial Personnel Chapter 3. Remuneration to Ordinary DirectorsPart XXVII - Office or Place of ProfitPart XXVIII - Disclosure of Interest and Approval of Contracts in which directors areinterested Chapter 1. Disclosure of interest by a Director Chapter 2. Approval of contracts in which Directors are interested Chapter 3. Approval of the Central Government for contracts in which Directors are interested Chapter 4. Register of ContractsPart XXIX - Inter-Corporate Loans, Investments, Guarantees and Securities and LoanDirectorsChapter 1. Inter-Corporate Loans and Investments Chapter 2. Loan to DirectorsPart XXX - Company Secretary and Compliance Certificate and Pre-Certification of certainformsChapter 1. Requirement for compulsory appointment of a Company Secretary Chapter 2. Compliance Certificate Chapter 3. Practicing Company Secretary and Pre-certification of documentsPart XXXI - Appointment of Sole Selling and Buying AgentsPart XXXII - Conversion of Partnership Firm into a Joint-Stock CompanyPart XXXIII - Forms, Returns and Registers under the Companies Act, 1956Chapter 1. Filing of Forms, Returns and Resolutions Chapter 2. Fees payable to the Registrar and the Central Government Chapter 3. Statutory and other RegistersPart XXXIV - Formation of Non-Profit Making CompaniesPart XXXV – Foreign CompanyChapter 1. Establishing place of business in IndiaChapter 2. Establishing Offices in India by a Foreign CompanyPart XXXVI – OffencesChapter 1. Officer in DefaultChapter 2. Compounding of OffencesPart XXXVII - Merger and AmalgamationPart XXXVIII - Winding Up and Defunct of Company Chapter 1. Winding up Chapter 2. Defunct CompanyPart XXXIX - Corporate GovernancePartXL - Compliance of Listing Agreement, Edifar and Delistingof SecuritiesChapter 1. Compliances ofListingAgreement Chapter 2. Electronic Data Information Filing and Retrieval System Chapter 3. Delisting of SecuritiesPart XLI - Insider Trading and Prohibition of Fraudulent and Unfair Trade Practices Chapter 1. Insider Trading Chapter 2. Fraudulent and Unfair Trade PracticePart XLII - Take Over of CompaniesPart XLIII – Formation and Conversion of Co-operative Society into a Producer companyPart XLIV – Sick Industrial Company and its Revival and RehabilitationPart XLV – National Company Law TribunalChapter 1. Constitutional of National Law TribunalChapter 2. Application and Petitions before the National Company Law TribunalPart XLVI - Limited Liability Partnership.........................................................................................................................Author DetailsDr. D.K. Jain,M.Com, PCS, ACIS (UK) is a Practicing Company Secretary,engaged in thepractising field of Company Law, SEBI and Stock Exchangecompliances. Hehas more than 26 years of practical experience incorporate laws and hasbeen in the profession of Company Secretary forover 16 years.Dr.Jain is having international professional qualification ofCharteredSecretary from the Institute of Chartered Secretaries andAdministrators(UK) and is a Fellow Member of the Institute of CompanySecretaries ofIndia. He has completed research work on GenerallyAccepted AccountingPrinciples and its effect on final Accounts (acomparative study of GAAPof India, UK and USA) and is also a Member ofthe Indian Council ofArbitration and an Associate Member of the AllIndia ManagementAssociation..Dr. Jain has authored several books for professionalson various topicsof Company Law (including Company Law in four volumes)and CorporateSecretarial Practice. He is having keen interest inacademics and is aregular contributor of articles on various corporatematters innewspapers and professional journals and also the member oftheeditorial Board of monthly bulletin Focus published by theWesternIndia Regional Council of the Institute of Company Secretariesof India..........................................................................................................................
