V.S. Wahi’s Treatise on COMPANIES ACT, 2013 by by V.S. Wahi’s Foreword by Justice D.K. JAIN , Former Judge, Supreme Court of India, Former Chairman, Law Commission of India
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Volume 1 Introduction and Principles of Interpretation Introduction 1. Meaning of Company 2. Corporation 3. Corporation Aggregate 4. Body Corporate 5. Various Types of Companies (1) Company Limited by Shares (2) Company limited by guarantee (3) Private Company (4) Public Company (5) One Person Company (6) Unlimited Company (7) Dormant Company (8) Small Company (9) Foreign Company 6. Attributes of Company 7. Citizenship and Domicile of Company 8. Corporate Criminal Liability 9. Company capacity to sue and be sued 10. Evolution of English Company Law 11. Evolution of Company Law in India 12. The Companies Act, 1913 13. The Companies Act, 1956 14. Amendments to the Companies Act, 1956 15. The Companies Act, 2013 16. The Companies (Amendment) Act, 2015 17. The Insolvency and Bankruptcy Code, 2016 18. The Companies (Amendment) Act, 2017 19. Finance Act, 2017 20. The Companies (Amendment) Act, 2019 21. The Companies (Amendment) Act, 2020 22. Tribunal Reforms Act, 2021 23. Mediation Act, 2023 Principles of Interpretation 24. Interpretation of statute 25. Literal interpretation rule 26. Plain meaning rule 27. Rule of contextual construction 28. Statute to be so construed to make it effective and workable 29. Rule of harmonious construction 30. Mischief Rule 31. Rule of purposive interpretation 32. Doctrine of 'Reading in and Reading out' and 'Reading Down' 33. Rule of Contemporanea expositio 34. Rule of ejusdem generis 35. Reference to repealed enactments 36. Judicially interpreted words 37. Meaning of word 'any' 38. "As the case may be" — Meaning 39. “As far as may be” — Meaning 40. Dictionary Meaning 41. Inclusive definition 42. Absence of definition 43. Restrictive definition 44. Extended definition 45. Deeming provision 46. Directory or Mandatory provision 47. Explanation 48. Heading 49. Identical meaning 50. Legal Fiction 51. Marginal Notes 52. Minister's Speech 53. Mutatis Mutandis 54. Non-obstante clause 55. Pari materia 56. Parliamentary debates and Minister’s statement 57. Per Incuriam 58. Preamble 59. Proviso 60. Punctuation marks 61. 'Save as otherwise provided by or under this Act' — Meaning 62. Schedules 63. Shall — Meaning thereof 64. Without prejudice 65. Object of a statute 66. "Unless the context otherwise requires" — Meaning CHAPTER I PRELIMINARY 1. Short title, extent, commencement and application 2. Definitions CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO 3. Formation of company 3A. Members severally liable in certain cases 4. Memorandum 5. Articles 6. Act to over-ride memorandum, articles, etc. 7. Incorporation of company 8. Formation of companies with charitable objects, etc. 9. Effect of registration 10. Effect of memorandum and articles 10A. Commencement of business, etc. 11. Commencement of business, etc [Omitted by Companies (Amendment) Act, 2015, w.e.f. 29-5-2015] 12. Registered office of company 13. Alteration of memorandum 14. Alteration of articles 15. Alteration of memorandum or articles to be noted in every copy 16. Rectification of name of company 17. Copies of memorandum, articles, etc., to be given to members 18. Conversion of companies already registered 19. Subsidiary company not to hold shares in its holding company 20. Service of documents 21. Authentication of documents, proceedings and contracts 22. Execution of bills of exchange, etc. CHAPTER III PROSPECTUS AND ALLOTMENT OF SECURITIES PART I.—Public offer 23. Public offer and private placement 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. 25. Document containing offer of securities for sale to be deemed prospectus 26. Matters to be stated in prospectus 27. Variation in terms of contract or objects in prospectus 28. Offer of sale of shares by certain members of company 29. Public offer of securities to be in dematerialised form 30. Advertisement of prospectus 31. Shelf prospectus 32. Red herring prospectus 33. Issue of application forms for securities 34. Criminal liability for mis-statements in prospectus 35. Civil liability for mis-statements in prospectus 36. Punishment for fraudulently inducing persons to invest money 37. Action by affected persons 38. Punishment for personation for acquisition, etc., of securities 39. Allotment of securities by company 40. Securities to be dealt with in stock exchanges 41. Global depository receipt PART II.—Private placement 42. Issue of shares on private placement basis CHAPTER IV SHARE CAPITAL AND DEBENTURES 43. Kinds of share capital 44. Nature of shares or debentures 45. Numbering of shares 46. Certificate of shares 47. Voting rights 48. Variation of shareholders' rights 49. Calls on shares of same class to be made on uniform basis 50. Company to accept unpaid share capital, although not called up 51. Payment of dividend in proportion to amount paid-up 52. Application of premiums received on issue of shares 53. Prohibition on issue of shares at discount 54. Issue of sweat equity shares 55. Issue and redemption of preference shares 56. Transfer and transmission of securities 57. Punishment for personation of shareholder 58. Refusal of registration and appeal against refusal 59. Rectification of register of members 60. Publication of authorised, subscribed and paid-up capital 61. Power of limited company to alter its share capital 62. Further issue of share capital 63. Issue of bonus shares 64. Notice to be given to Registrar for alteration of share capital 65. Unlimited company to provide for reserve share capital on conversion into limited company 66. Reduction of share capital 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares 68. Power of company to purchase its own securities 69. Transfer of certain sums to capital redemption reserve account 70. Prohibition for buy-back in certain circumstances 71. Debentures 72. Power to nominate CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES 73. Prohibition on acceptance of deposits from public 74. Repayment of deposits, etc., accepted before commencement of this Act 75. Damages for fraud 76. Acceptance of deposits from public by certain companies 76A. Punishment for contravention of section 73 or section 76 CHAPTER VI REGISTRATION OF CHARGES 77. Duty to register charges, etc. 78. Application for registration of charge 79. Section 77 to apply in certain matters 80. Date of notice of charge 81. Register of charges to be kept by Registrar 82. Company to report satisfaction of charge 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company 84. Intimation of appointment of receiver or manager 85. Company's register of charges 86. Punishment for contravention 87. Rectification by Central Government in register of charges CHAPTER VII MANAGEMENT AND ADMINISTRATION 88. Register of members, etc. 89. Declaration in respect of beneficial interest in any share 90. Register of significant beneficial owners in a company 91. Power to close register of members or debenture holders or other security holders 92. Annual return 93. [Omitted by the Companies (Amendment) Act, 2017, w.e.f. 13-6-2018] 94. Place of keeping and inspection of registers, returns, etc 95. Registers, etc., to be evidence 96. Annual general meeting 97. Power of Tribunal to call annual general meeting 98. Power of Tribunal to call meetings of members, etc 99. Punishment for default in complying with provisions of sections 96 to 98 100. Calling of extraordinary general meeting 101. Notice of meeting 102. Statement to be annexed to notice 103. Quorum for meetings 104. Chairman of meetings 105. Proxies 106. Restriction on voting rights 107. Voting by show of hands 108. Voting through electronic means 109. Demand for poll 110. Postal ballot 111. Circulation of members' resolution 112. Representation of President and Governors in meetings 113. Representation of corporations at meeting of companies and of creditors 114. Ordinary and special resolutions 115. Resolutions requiring special notice 116. Resolutions passed at adjourned meeting 117. Resolutions and agreements to be filed 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot 119. Inspection of minute-books of general meeting 120. Maintenance and inspection of documents in electronic form 121. Report on annual general meeting 122. Applicability of this Chapter to One Person Company SUBJECT INDEX Volume 2 CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND 123. Declaration of dividend 124. Unpaid Dividend Account 125. Investor Education and Protection Fund 126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares 127. Punishment for failure to distribute dividends CHAPTER IX ACCOUNTS OF COMPANIES 128. Books of account, etc., to be kept by company 129. Financial statement 129A. Periodical financial results 130. Re-opening of accounts on court's or Tribunal's orders 131. Voluntary revision of financial statements or Board’s repor 132. Constitution of National Financial Reporting Authority 133. Central Government to prescribe accounting standards 134. Financial Statement, Board's report, etc. 135. Corporate Social Responsibility 136. Right of member to copies of audited financial statement 137. Copy of financial statement to be filed with Registrar 138. Internal Audit CHAPTER X AUDIT AND AUDITORS 139. Appointment of auditors 140. Removal, resignation of auditor and giving of special notice 141. Eligibility, qualifications and disqualifications of auditors 142. Remuneration of auditors 143. Powers and duties of auditors and auditing standards 144. Auditor not to render certain services 145. Auditor to sign audit reports, etc 146. Auditors to attend general meeting 147. Punishment for contravention 148. Central Government to specify audit of items of cost in respect of certain companies CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTOR 149. Company to have Board of Directors 150. Manner of selection of independent directors and maintenance of databank of independent directors 151. Appointment of director elected by small shareholders 152. Appointment of directors 153. Application for allotment of Director Identification Number 154. Allotment of Director Identification Number 155. &l
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