Law Rapid Revision PDF

CA - IPCC Rapid Revision Notes
1. Nature of Company
Company - As per Section 2(20) Company means a company incorporated under this
act or any other previous acts
Features of the company
Incorporated
Association
With minimum number of members

Recognized & Registered as per law
Comes into existence after registration
Artificial Person
Recognized in the eyes of law

Run by natural persons
Citizen or Not?
Not a citizen
Separate legal entity
Members are different from the company

Salomon Vs Salomon Co Ltd
Lee Vs Lee air farming ltd
Common seal
Signature of the company

Authorises the documents
Perpetual succession
Exists even if all the members die
Separate property
Can have own property
Transferability
shares
Separation
ownership
management
of
of
from
Capacity to sue and be

sued
Freely transferable
Restrictions in private company
Management is entrusted to Board of directors
Outsiders
capacities
cannot
sue
members
in
their
individual
Lifting & Piercing of corporate veil

To prevent illegal or
Horne Vs Gilford motors company ltd
improper activities
To protect revenue of
the government
Sir Dinshaw Maneckjee Petit
To prevent violation of
welfare laws
Associated rubber industry ltd
To
determine
the
enemy character of
the company
Diamler company ltd Vs Continental tyre and rubber company

ltd
To
determine
the
technical competence
of the company
New Horizons India Ltd
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2. Classification of Companies
On the basis of restrictions
Private Company [Section - 2(68)]
Nature of Restriction
Transferability of shares
Details
Cannot be banned
Can only be restricted
By way of pre emption
Employees who became members by

virtue of their employment are not
considered
Joint share holders are considered
as one
Maximum number of members restricted to

200
Cannot invite public to purchase its

share
Can only get monies from its existing

share holders or through private
placement
Minimum Amount of Share capital is Rs 100,000/Minimum number of members 2

Public Company [Section - 2(71)]
No above mentioned restrictions

Minimum amount of share capital Rs 500,000 /Minimum number of members - 7
One Person Company [Section - 2(62)]
Minimum share capital - Rs 100,000 /Only one person

Nominee is compulsory
One person or nominee can only hold one OPC
Only resident of India can start OPC (those who resided for not less than 182
days in the preceeding financial year)
Certain exemptions are provided in the Act
Compulsory conversion into either private or public company if paid up share
capital exceed Rs 5,000,000 /- (or) Average (preceding 3 years) annual turnover
exceeds Rs 2 crores
Can also be converted voluntarily
On the basis of liability

Limited by shares
Limited by guarantee
Unlimited liability
Section - 8 Company
Not for profits. Established for promotion of commerce, health, research, social
welfare, science, education, sports, religion & protection of environment or any
such other acts
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Obtain licence from the central government

The CG will direct the company upon contents of MOA & AOA
Not to declare dividends
Monies must be spent only for purpose for which it has been started
Certain privileges are available in Act
CG may cancel license by giving the company an opportunity of being heard
Holding - Subsidiary & Associate Companies

Holding company 2(46) controls the Subsidiary Company 2(87) either by
controlling composition of directors
controlling more than half of total share capital either directly or indirectly
Subsidiary company must not hold any shares in Holding company
Two companies are treated as Associate companies 2(6) if one company holds
20% or more in another. (Significant interest)
Government Company [Section 2(42)]
In which not less than 51% of paid up share capital is held by
Central Government
State Government(s)
Central Government & State Government(s)
Includes even subsidiary of a Government Company
Government company is not considered as Government Department
Electoral Trust
Section 8 Company started in compliance with the provisions of CBDT rules in this
regard.
Dormant Company
No significant accounting transaction
Foreign Company [Section 2(42)]
A company incorporated outside India but having place of business in India
Body Corporate [Section 2(11)]
Body corporate includes a foreign company but excludes co-operative society and
entities notified by CG
Illegal Association [Section 464]
Any association for profit in which more than 100 members are associated
Exceptions:
Company
Registered under any other Act
Service motive
Single HUF
Partnership formed by professionals
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3. Promotion
Promoter [Section 2(69)]
A person who has been named as such in Annual return and prospectus
A person who controls affairs of the company either directly or indirectly as a
shareholder, director or otherwise
A person in accordance with whose instructions the BODs will act
Duties of Promoter
Duty not to make secret profits
Duty to disclose the interest in transactions
Note: May get remuneration if there is written agreement
Remedies available to company
Rescission of contract
Suit for breach of trust
Validity of Pre-Incorporation contracts
Will be binding on the company if the company decides to adopt the same, otherwise
the promoter will be liable.
The company may adopt if the contract was entered on condition of incorporation and
for the object of the company.
Process of Incorporation (Section 7)
Check name availability
Apply to ROC ROC intimates within 7 days Name is

available for next 60 days.
Submission of documents
ROC issues certificate

Incorporation
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of
MOA/AOA
Statutory Declaration
Address of Registered Office
Applicable forms for Incorporation
Particulars of Directors named in AOA
Incorporation certificate dated and contains CIN

Incorporation certificate is conclusive and cannot be
questioned
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4. Memorandum & Articles

Memorandum of Association [Section 2(56)]
Format: Given in Table A, B, C, D & E of Schedule - I
Contents
Name clause
Situation
clause
Word Limited / Private Limited / OPC have to be added

Name must not be identical, undesirable, projecting connection to
the Government, against Names & Emblems Act
Clearly engraved outside every place of business and printed on
all letter head, bills, vouchers along with RO address
If name is written wrong then the officer signing the document is
personally liable
State of the RO
Objects
Clause
Not illegal
Main objects, Incidental objects & Other objects
Liability
Clause
Liability of the members
Capital
clause
Authorised share capital

Total number of shares
Nominal value of shares
Subscription
Clause
Nomination
clause
Only for OPC
At least 2 (or) 7 as the case may be

Minor cannot sign as subscriber
Each subscriber agrees to take at least on share
First members of the company
Alteration of Memorandum of Association [Section 13]
Name
Clause
Voluntary Change
[Special Resolution CG Approval Inform ROC within 30
days]
Alteration of words Private CG approval not required
Listed companies some additional procedures
Change in name by CG order [on own or on application]
[Ordinary Resolution Inform ROC within 15 days]
Comply with directions within 3 months
Within city limits
[Board Resolution Inform ROC within 15 days]
Situation
Clause
From one city to another (no change in ROC)

[Special Resolution Inform ROC within 30 days]
From one city to another (change of ROC)
[Special Resolution RD Permission - Inform ROC within 60
days of order]
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From one state to another
[Special Resolution CG Approval Inform ROC within 30
days of order]
No reduction in employees, no pending investigations, repay or
provide security to creditors
Company not issued prospectus
[Board Resolution Inform ROC within 30 days]
Objects
Clause
Liability
Clause
Capital
Clause
Company issued prospectus

[Special Resolution by postal ballet Inform ROC within 30
days]
Limited to Unlimited
Unlimited to Limited Re registration
Increase Authorised Share Capital
Consolidate or Split the Shares
Reduce the balance of Authorised Share Capital
Convert Shares into Stock and Vice Versa
Subscription Cannot be changed

Clause
Nomination At any time by informing to ROC
Clause
Articles of Association [Section 2(5)]
Format: Given in Table F, G, H, I & J of Schedule - I
Contents:
Rights of each class of share holders
Procedure for allotment of securities, increase or decrease in share capital,
transfer of securities, issue of share certificates
Procedure to appoint directors, audit & accounts
Constitution of committees
Borrowing powers of board etc.
Alteration of AOA
[Special Resolution Inform ROC within 15 days

CG permission if converts public company into a private company
Entrenchment Provision
Stricter provision for altering AOA

Must be included in AOA at the time of incorporation
Can be included afterwards (private company unanimous resolution)
(Public company special resolution)
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Conversion of Companies [Section 18]
Private to Public
Alter AOA removing restrictions

Increase SC & members
Public to Private
Alter AOA including restrictions

NCLT approval
Voluntary Conversion
OPC to Private or
Public
Minimum 2 years from incorporation

Increase members
Alter MOA & AOA
(Compulsory Conversion discussed already)
Private to OPC
Alter MOA & AOA

NOC from creditors
Submit documents to ROC
Effect of MOA & AOA

Member bound to company
Company bound to member
Members bound to member
Company not bound to outsiders
Directors bound to company
Borelands trustee Vs steel brother & co Ltd

Wood Vs Odessa water work co.
Ray field Vs Hands
Eley Vs Positive life insurance co
Ultra vires
Richie Vs Ashbury Railway Carriage and Iron Company Ltd
Beyond the powers of AOA Voidable

Beyond the powers of MOA Void
Beyond the Act Void
Doctrine of Constructive Notice (Protects Company)

Kotla Venkata swamy Vs Rammurthy
AOA & MOA are public documents; every person dealing with the company is expected
to have knowledge of these provisions.
Doctrine of Indoor Management (Protects Outsiders)
Turquand Vs Royal British Bank
Every person dealing with the company can assume that internal procedures are
complied
Exceptions
Knowledge of irregularity
Negligence
No knowledge of AOA
Forgery
Ultra vires transactions
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Howard Vs Patent ivory manufacturing co

Anand biharilal vs Dinshaw & Company
Rama corporation Vs Proved tin & General investment
co
Ruben Vs Great Fingall Company Ltd
Void ab initio
Page 7
5. Membership
Section 2(55) says Member includes
All the subscribers to the memorandum

Those who have agreed in writing to become the member of the company and
their names are entered in the Members register
Those who are named as beneficial owners in the depositories books
Modes of becoming a Member
By subscribing to MOA
By purchasing shares of the company
By providing guarantee
By applying in writing for membership and their name entered in members
register
By becoming beneficial owner
Member by Estoppel
By transfer & transmission
All share holders are members, but all members need not be share holders
(Exceptions)
Capacity to become Member
Mehri Bibi Vs Dharmodas Gosh

No contractual capacity
Repudiate if accidentally becomes a member
Partly paid share cannot be transferred to minor
however fully paid shares can be
Minor
No
Company
Yes
Provided in MOA
Subsidiary cannot become member of Holding
Firm
No
But can become member of Section 8 company
Co operative
Yes
Society
HUF
No
Trade union
Yes
Insolvent
No
Trust
No
Discharged insolvent can become a member
Members Register, Annual Return (Section 88 ,92)
Contents Name, Address, No. of shares held, Amount of guarantee given, class of
shares etc
Index For more than 50 members
Kept at RO of the company, A copy of register can be kept outside India for the
purpose of members outside India
Can be kept any other place where more than 10% of its members reside by
passing a special resolution and intimation to ROC
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Closure 30 days at a stretch & 45 days in total in a year (7days notice must be
given) (Rs 5,000 per day penalty)
Annual return To be file within 60 days of AGM (if no AGM 60 days from the last
day on which AGM should have been held)
Must be signed by 2 directors and CS
Inspection Every member, debenture holder, other security holder can inspect
without any fees. Outsiders upon payment of fees.
Only during business hours & working days
Extracts & Copies Members, debenture holders, and other security holders can
request copies. Company shall provide within 7 days. (Rs 1,000 per day penalty)
6. Allotment
I.
II.
III.
IV.
V.
VI.
Proper Authority Board or Committee

Written Application
Minimum Subscription (Section 39(1))
90% offer made
Mentioned in prospectus
No allotment if not received in 30 days of issue of prospectus
Return within 15 days
Otherwise directors personally liable for interest @ 15% p.a
Application Monies [39(2)]
Not less than 25% of nominal value
Must be kept in separate bank account
Not used for other purposes
Listing of shares [40(1)]
Mandatory for issue of shares to public
To be mentioned in Prospectus
Return of Allotment
Filed within 30 days to ROC
Not required for reissue of forfeited shares
Underwriting [Section 40(6)]
Commission not exceeding 5% for shares, 2.5% for debentures

Lower rate may be prescribed in AOA
Only when offered to public
Sub underwriting can be done by main underwriters
Brokerage
No limit
Only for professional brokers
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7. Prospectus
Section 2(70) defines Prospectus as any document named as prospectus and includes
Red herring prospectus, Shelf prospectus, Any notice, circular, advertisement or any
other document inviting offer from public for subscription and purchase of shares of
the company
Oral invitation not a prospectus
When Prospectus is not required
Right issue or further issue

Private placement
Conversion of loan or debenture or PSC
Bonus issue
ESOPs
Issued to QIBs
Application for underwriting
Listed company similar issue as earlier
Contents of Prospectus (26)
All about the company

Business plan
Capital Structure
Details of persons connected
Earlier public issue & utilization & Expert statement
Failure to obtain minimum subscription
Last 5 years Audit reports & financial statements must be attached to prospectus
Prospectus must contain a declaration that all the provisions of this act, SCRA and
SEBI are complied.
Prospectus must also contain consent given by every person named in prospectus
Prospectus is by every director
Registration Prospectus
Before issue to public copy must be given to ROC

No prospectus can be issued 90 days after submission to ROC
Date of prospectus is the date which is printed in prospectus
If above provisions are not satisfied then penalty of Rs 50000 - 300000

Advertisement of Prospectus
Not mandatory but company can on its own. Advertisement must give details like
liability of company, companys object, capital structure and amount of SC
Abridged Prospectus (33)
Summary of prospectus attached with application. Member may request for detailed
prospectus.
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Shelf Prospectus (31)
In case of similar issues of a listed company which is valid for 12 months from
the date of opening of subscription list for first offer.
Information memorandum has to be filed explaining the changes during the
period.
Deemed Prospectus (25)

In case of issue through ISSUE HOUSE
The prospectus must contain additional details
Net consideration receivable by company

Place, date, time where the agreement can be verified
Red herring Prospectus (32)
Incomplete prospectus (No. of shares & Issue price will be missing)

The missing details will be filed at least 3 days before the opening of
subscription list
Misstatement in Prospectus (34,35)
Remedies Available Rescind the contract & Sure for the damages
Civil Liability Every Person connected is liable for reimbursement of damages
Criminal liability Every person connected if liable for penalty which may
extend up to 3 times the amount of fraud & Imprisonment from 6 months to 10
years
Defence Not given consent, with drawn consent, believed to be genuine,
immaterial
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8. Share Capital
As per Section 2(84) Share means a share in the share capital of a company and
includes stock.
Kinds Of Shares
Preference Share: Carries preferential right in respect of payment of dividend; and
repayment of capital. A company can issue only redeemable preference shares
Equity Share: Which has equal rights; The Company may issue equity shares with
differential rights
Issue of Shares
Public Offer
Pass a special resolution

Get listed
Open a separate bank account for application monies
Enter into agreements with underwriters & broker
Prepare prospectus
Submit prospectus to ROC
Print the prospectus and issue the applications to public
Open Subscription list
Receive application monies
Close the subscription list
Calculate minimum subscription
Allot shares or refund monies
Only in Dematerialised form
File return of allotment with ROC
Further Issue (or) Rights Issue
Pass a board resolution

To the existing share holders in proportion of their holding
At least 3 days notice before opening of subscription list
Give 15 days time for the share holders to decide
Member can renounce the rights unless restricted by Articles
Board may deal with the shares not applies or renounced as they wish
Private Placement
Pass a special resolution

Mention the names in register to whom private placements can be made
Send private placement offer letter to the proposed investors
No advertisement
Conversion of loan/ debentures into shares (Section 62)
No special resolution is required

The government in public interest may order the company to convert
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Company must file appeal within 60 days to NCLT
Sweat equity shares (54)
Can be issued at discount

Special resolution has to be passed
Notice must be detailed
Company may place restrictions on transferability
Bonus shares
Only with respect to fully paid shares

Authorization in AOA
Pass ordinary resolution
No default in redemption, payment of dividend & statutory dues relating to
labour
Issue of shares at premium
Security premium account can be used for bonus shares, write off preliminary
expenses, write off issue expenses, payment of premium on redemption, and
buy back.
Calls
Made by board of directors

Not more than 25% of face value
At least 14 days notice
No voting rights till calls are paid
Gap between two calls at least 1 month
Interest on calls unpaid
Calls paid in advance
Can pay interest on advance

Can pay dividend
No additional voting rights
No refund
In liquidation these will be paid before payment of share capital
Forfeiture
Authorised by AOA
Fully paid shares can also be forfeited
BODs decision
At least 14 days notice
Can be re issued
Re issue price must not be less than the amounts due from defaulting SH
Profit on reissue may be given to defaulting share holder if articles permit
Surrender
Same as forfeiture
As per the provisions of articles
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Profit on reissue may be given to defaulting share holder if articles permit
Lien on shares
With respect to other amounts due to the company from SH

To be provided in Articles
Buy back of shares
Purposes - To improve EPS, avoid hostile takeover, return surplus cash,

provide SH option to exit
Eligibility - No default in redemption of PS/Debenture/Deposits/Bank loans,
payment of interest & dividend (Ban for 3 years). Must have filed Annual
returns, followed Schedule III
Limit
o 25% of equity paid up capital at a time
o Amount to be withdrawn 10% of (PUSC+FR) [Boards Permission]
- 25% of (PUSC+FR) [Special Resolution]
o Debt equity ratio after buy back not more than 2:1
o Amounts required can be withdrawn from either FR, Security premium
or fresh issue (not same class)
o If Security premium account used create capital redemption reserve
Time limits
o To be completed within 1 year from resolution
o Gap between two buy backs at least 1 year
o No issue of same class of shares for next 6 months
o Within 30 days from completion of buy back intimate ROC
Other Conditions
o Solvency certificate
o Destroy SC within 7 days
o Disclose failure to buy back in Directors report
o Penalty Rs 1lac 3 lacs & Imprisonment 3 years
o Only fully paid shares
Redemption of Preference Shares
Pass a board resolution

Out of FR & Fresh issue
Premium can be paid out of Security premium account
Unable to redeem Issue fresh preference shares if 75% of value agrees
Exit option to dissenting SH
Within 30 days from completion of buy back intimate ROC
Share Certificate
Estoppel as to title & Estoppel as to payment

Prevails over members register
Proper authority 2 director & 1 CS should sign
Duplicate share certificate upon submission of Indemnity bond
Penalty for impersonation Rs 500,000 /-
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Nomination
Minor, Firm, HUF, Trust cannot be nominated

To be recorded within 2 months
Can be changed at any time
Transfer & Transmission
Apply company within 60 days of instrument of transfer

Partly paid Company has to obtain NOC from transferee within 2 weeks
Joint holders Transposition not a transfer
Transfer must be registered within 1 month from receipt of all documents
If rejected by company intimate transferee within 30 days from application
Transferee may appeal to NCLT
NCLT within 10 days issues an order
9. Charges
Charge means an interest or lien created on the property or assets of a company, it
includes mortgage & hypothecation [Section 2(16)]
Fixed Charge: created on some identifiable property
Floating Charge: created on class of assets, present and future
Crystallization of Floating charge: liquidation; closure of business; creditors enforce
their security; on happening of event specified.
Registration:
within a period of 30 days from the date of creation of charge, can be extended
up to 300 days by ROC, Beyond 300 days CG
Even oral charges
May be registered by ROC up on application from creditor by giving 14 days
notice to the company
Once charge registered any person dealing with such property is deemed to
have been given notice
If unregistered, the obligation is on company but in liquidation such creditor
becomes unsecured creditor
Penalty Company (Rs 100,000 1,000,000) Officer (Rs 25,000 100,000 & 6
months imprisonment)
Note: Provisions applicable to assets acquired with charge & any modifications
afterwards.
Register
Maintained by ROC can be accessed in MCA21

Company must maintain one register in Form CHG 7
Inspection by any person upon payment of certain fees (Members & Creditors
no fees)
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Satisfaction of Charges
Within 30 days company should inform ROC

No extension of time
ROC may on its own enter satisfaction of charges, inform parties within 30 days
10.
Debentures
As per Section 2(30) Debenture includes debentures stock, bonds and other
instrument of a company evidencing a debt whether constituting a charge on the
assets on the company or not
Company can issue only secured debentures
Procedure
Debenture Trustee
If issue is for more than 500 members

Name of trustee must be stated in every notice
Written consent from trustee
Trustee must be an independent person (Not a share holder, officer, director,
promoter, KMP, Creditor, Customer, Relative of officer promoter KMP
Director)
Casual vacancy to be filled by Board (If due to resignation to be filled by written
consent of majority
Removal if approved by 75% of value holding debenture holders
Duties: Ensure that letter of offer does not contain inconsistent matters with
trust deed; terms not prejudicial; Get periodical performance reports;
Communicate promptly the defaults made by company; Appoint a nominee
director; ensure sufficiency of assets
If found negligent then liable for damages (can escape if 75% consents)
Trust deed must be entered within 60 days of allotment of debentures

Debenture Redemption Reserve
The company shall create DRR equivalent to at least 50% of the amount raised
from the debenture issue before debenture redemption commences.
Every company required to create DRR shall on or before the 30th day of April
in each year, invest or deposit, as the case may be, a sum not be less than 15%
of the amount of its debentures maturing during the year ending on 31" March
of the next year
Failure to redeem or pay interest - NCLT may impose 18% P.a penal interest &
repayment immediately otherwise penalty [up to Rs 5 lacs] & Imprisonment 3 years
Remedies available
up
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Proceed on security, Apply to NCLT, Apply to court for winding
Page 16
11.
Deposits
As per Section 2(31) Deposit includes any receipt of money by way of deposit or loan or
in any other form by a company, but does not include such categories or amount as
may be prescribed in consultation with the RBI. (Advance, Borrowings, Commercial
Paper & calls in advance, Debentures unsecured, Employees, Foreign Govt & Foreign
Bank)
Procedure
From Members:
Any company
Ordinary Resolution
No default earlier in interest & repayment
Enter into Deposit insurance at least 30 days before circulation of notice
File circular with ROC 30 days before its circulation
At least 7 days before circulation appoint a trustee
Circular to all its members
Circular valid till 6 months after closure of FY
Issue Deposit Receipt within 21 days from receipt of money
Within 30 days of acceptance create security (Charge + Insurance = Value of
Deposits)
(Deposits outstanding + Deposits to be taken or renewed) must not exceed 25%
of PUSC + FR
From Public:
Only eligible companies (Public company Net worth not less than Rs 100
Crores or TO not less than Rs 500 crores)
Board Resolution if total borrowings do not exceed (PUSC + FR), otherwise
Special resolution
Obtain credit rating from a recognised credit rating agency
No default earlier in interest & repayment
Enter into Deposit insurance at least 30 days before circulation of notice
File circular with ROC 30 days before its circulation
At least 7 days before circulation appoint a trustee
Circular in form of advertisement
Circular valid till 6 months after closure of FY
Issue Deposit Receipt within 21 days from receipt of money
Within 30 days of acceptance create security (Charge + Insurance = Value of
Deposits)
Maximum [10% of PUSC + FR from members, 25% of PUSC + FR from public]
Terms & Conditions

Period Not less than 6 months & not more than 36 months (less than 6 months up
to 10% of PUSC + FR)
Interest rate should not exceed rate prescribed for NBFCs
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Register of Deposits
Contents: Details of depositor, Date, Amount, Duration, Interest rate, Interest

payment dates, other details
Place: Registered Office
Period: Eight years from end of FY in which latest entry is made
Premature surrender of deposits: Reduce 1% interest from the rate applicable

Return of Deposits: Every year 30th June
12.
General Meetings
Types of General Meetings
Annual General Meeting

Extra Ordinary General Meeting
Class Meeting
Annual General Meeting
Applicable for Every Company except OPC

First AGM:
Within 9 months from the conclusion of first FY
No extension can be granted
Subsequent AGMs:
Every calendar year must have one AGM
Gap between 2 AGMs must not be more than 15 months
Within 6 months from the conclusion of FY
ROC can extend up to 3 months
Requirements of valid meeting
Properly Convened (Proper Authority, Notice)

Properly Constituted (Quorum, Chairman)
Properly Conducted (Resolutions, Minutes, ROC filing)
Proper Authority
AGM
EGM (100)
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Board of Directors (96)

NCLT on application from any member (will also give certain
directions) (97)
Date & Time Not a national holiday & only during business
hours (Exceptions: Section 8 company, resolution passed
fixing a particular date etc)
Place Only at registered office or some other place in same
city
Board of Directors
Board of director upon receipt of request from members
holding at least 1/10th of voting power (Within 21 days
give notice, within 45 days conduct meeting)
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Class
meetings
Requisitionists by themselves
within 3 months from request to board
Reimbursement of expenses by board personally
EGM called by NCLT on own or upon application
Date, Time & Place: No restrictions but within India
Board of Directors
Notice to GM (Section 101)

Time
Not less than 21 clear days notice either in writing or through electronic mode
(excluding date of notice, date of meeting & 2 days for transmission)
Shorter notice can be ratified by 95 % of number of members either before or at
meeting
Contents:
Date, Time & Place

Agenda/ Business
Right to appoint proxy
Sent to:
Every member/ Legal representative/ official assignee

Auditor(s)
Directors
Failure to send notice to eligible person invalidates the meeting (Exception
When it is unintentional)
Business
Ordinary Business
o Consideration of Accounts
o Declare dividend
o Retirement & appointment if directors & auditors
Special business (Other than ordinary)
Explanatory statement
Only for special business

Contents: Material facts, Interests of directors, Inspection of documents
relating
(For non disclosure every officer in default will get a fine of Rs 50000/- or %
times the benefit)
Quorum (Section 103)

Private Company 2 members personally present
Public Company Up to 1000 members
5 members personally present
More than 1000 but up to 5000 members 15 members personally present

More than 5000 members
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30 members personally present

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AOA may mention higher quorum
Need not be present throughout the meeting
Person
Considered for Quorum
Member present in person
Yes
Preference share holders
Depends
Proxies
No
Authorised representatives of corporate members
Yes
Joint holders
One
Dual capacity
More than one
Consequences if there is no quorum within 30 minutes from scheduled time

Meeting is called upon requisition of
Meeting shall stand dissolved
members
Other case
Meeting shall be adjourned to:

the same day in next week, at the same time
and place, or
such other day, time and place as determine by
the Board
Adjourned meeting
Members present shall be the Quorum.
Single person cannot be considered as quorum

Proxies (Section 105)
Need not be member of company

Anyone can appoint proxy
Specified form given by company
Must be deposited at least 48 hours before meeting or such less time prescribed
by articles
Also valid for Adjourned meeting
May even specially be appointed for adjourned meeting
Not counted for quorum
No participation
Cannot inspect minutes book
Only votes in poll
Can demand poll
One person can act as proxy for different members (maximum 50)
Members can inspect proxies list by giving 3 days notice to company
If member attends himself proxy is cancelled
Remains valid even if member has died or insolvent
Chairman (Section 104)

Appointment
Boards chairman = General meetings chairman

If not present within 15 minutes directors will select one among them
If no director is willing then the members will select one among them
Gurukul For CA
Page 20
Either by show of hands or poll
Power of casting vote (additional vote) if authorised by AOA

Resolutions (Section 114 & 115)
Ordinary Resolution: vote cast in favour of the resolution exceeds votes cast
against it
Special Resolution: votes, cast in favour of the resolution are not less than 3
times the votes cast against the resolution
Resolution requiring special notice:
o By members holding not less than 1% of total voting power or holding
shares on which an aggregate sum of not less than Rs 5,00,000 is paid
up.
o Atleast 14 days before meeting
o Company must circulate it before 7 clear days if not possible give an
advertisement
Voting (106 109)
No restrictions unless AOA (only valid reasons)

Members can use votes differently
Methods
By
By
By
By
By
acclamation
voice
division
show of hands
poll
By chairman himself
By members & Proxies
By members holding not less than 10% of total voting power or
holding shares on which an aggregate sum of not less than Rs
5,00,000 is paid up.
Demand can be with drawn
Poll within 48 hours of demand (Exceptions Adjournment of
meeting and removal of chairman has to be taken immediately)
Scrutiniser appointed by chairman
By postal ballot (100)
Not for ordinary items
Not for those decisions where auditors or directors have to be
given an oppourtunity of being heard
Mandatory when CG specifies
Member has to send reply within 30 days
Scrutiniser submits report within 7 days
Minutes (Section 118 & 119)
Record of business transacted

Book form, pages serially numbered
Initialled on every page & signed at the end of matter relating to that meeting by
chairman within 30 days ( if chairman is unable to sign then by one director
authorised by board)
Gurukul For CA
Page 21
Chairman may exclude any matters (cannot be questioned)

Kept at registered office
Permanently
Open for inspection daily for at least 2 hours
Minutes act as evidence
Cannot be published
Can be inspected by any member without any fees
Can also take copies upon certain fees
Gurukul For CA
Page 22

The Payment of Bonus Act, 1965
Applicable to
Not Applicable
to
The Payment of Gratuity Act, 1972
Factory
Establishments employing 20 or
more members
Establishments notified by CG
Public Sector Establishments
(Competing with private sector and
revenue from such product is not
less than 20% of total revenue)
Certain PSEs
Departments of Government
Service oriented organizations
Public Financial Institutions
Seamen, Dock workers, Inland
water transport
Factory, Mine, Oil field, Plantation,

Port, Railway Company
Establishments employing 10 or
more members
Even
Service
oriented
organisations
The EPF & MP Act, 1952
Factory
and
every
other
establishment employing 20 or
more members
Even
Service
oriented
organizations
Co operative Society employing less

than 50 persons working without
aid of power.
Establishment belonging to CG/SG
or set up under any Central/State
Act, having contributory provident
fund or old age pension.
Section - 16 If the establishment is

CGs Power to
Section 5 If the establishment is
Section 36 In public interest if the
having more beneficial provision than
grant
having more beneficial provision than
entity is suffering heavy losses.
Act & considering financial position of
exemption
Act
the entity
Provident fund
Benefits
Bonus
Gratuity on retirement
Service & Family Pension
available
Life insurance
At the time of termination of At the time of termination of
When to be
Every Accounting year
employment
by
superannuation, employment
by
superannuation,
paid
retirement, death or inability.
retirement, death or inability.
Burden on?
Employer
Employer
Both Employee & Employer
Who
is
an Salary not exceeding Rs 10,000 per Same as bonus act but without limit Same as bonus act (Salary limit is Rs
Employee?
month
on salary drawn
15,000)
Gurukul For CA
Page 23
Includes
temporary
workman, Includes even a director working as but includes even an Apprentice
employee of a seasonal factory, part an employee
time employee, retrenched employee,
probationer,
dismissed
employee
reinstated with back wages, piece-rated
worker, Employees employed through
contractors on building operations
Excludes
Apprentice,
Dismissed
employee, partner
Every Employee
Every employee who has rendered five Provident Fund (All employees)
Every employee who worked for not
Eligibility?
years
of
continuous
service Pension Fund (less than or ET Rs
less than 30 working days in an AY
(Exception death, inability)
15,000 salary)
Insurance Fund (All employees)
Employee Employer
Minimum Bonus 8.33% of Salary or
EPF 10/12 %
10/12 %
Minimum
&
Minimum Gratuity 15 days salary for
wages
Maximum
every completed year of service
EPS Nil
8.33% of EPF
Maximum Bonus 20% of Salary or
Limits
Maximum Gratuity Rs 10 lakhs
EDL Nil
1% + 0.25%
wages
I
BS+DA+FFA+CCA
BS+DA
BS+DA+RA
Salary
or Does not include Bonus, HRA, Does not include Bonus, HRA, Does not include Bonus, HRA,
Wage
Commission,
Overtime,
Travel Commission,
Overtime,
Travel Commission,
Overtime,
Travel
concession etc
concession etc
concession etc
Include Paid leaves, Maternity leave,
Include Paid leaves, Maternity leave, Include Paid leaves, Maternity leave,
Working Days
Laid off period, Absent due to accident
Due date
Gurukul For CA
Within 8 months, AG may extend up to Employee applies within 30days,

Within 30 days
2 years
Employer pays within next 30 days
Page 24

Mode
of
payment
Interest
Recovery
Exemption to
new entities
Only in cash
Only in cash
Only in cash
@ 12%
As land revenue
@ 12%
As land revenue
@ 12%
As land revenue
Up to 5 years
No exemption
Up to 3 years
Appropriate Government
Controlling Authority
Central Board
State Board
Provident Fund Commissioner
Appellate tribunal
Authorities
Appropriate Government
Controlling Authority
Nomination
Not required
Investments/
Not required
Contributions
Transfer
of
Not required
accounts
Gurukul For CA
Required (After completing one year of

Required (at the time joining)
service)
Insurance is required unless own fund
Own fund can be maintained
is maintained
Not required
Required
Page 25

Special Provisions of Bonus Act:
Calculation of
Bonus
Gross Profit
(4)
Available
Surplus (5)
Allocable
Surplus
Set off & Set
on
If allocable surplus is less than minimum bonus Minimum Bonus

If allocable surplus is more than maximum bonus Maximum Bonus
If allocable surplus is more than minimum bonus but less than maximum bonus Allocable Surplus
In case of banking company First Schedule
Second Schedule in case of others
Gross profit
Less Depreciation as per Income Tax Act
Development rebate (or) Investment allowance (or) Development allowance
Direct taxes payable for the accounting year
Specified sums in Third schedule
Tax saving on amount of bonus allowed in the preceding accounting year
In case of employer being company other than banking company which has not made arrangements for declaration and
payment of dividends - 67% of Available Surplus
In case of other employers - 60% of Available Surplus
Allocable Surplus is less than Min Such deficiency shall be carried forward and set off in the next
Bonus
4 AY.
Allocable Surplus is more than Max Such excess shall be carried forward and set on in the next 4
Bonus
Accounting years. (Subject to a maximum of maximum bonus)
Registers
Deductions
from Bonus
Gurukul For CA
Register in Form A showing the computation of the allocable surplus

Register in Form B showing the set on and set-off of the allocable surplus
Register in Form C showing the details of the amount of bonus due to each of the employees, the deductions under
Sections 17 and 18 and the amount actually disbursed to the employees.
Puja bonus or other customary bonus to any employee (Section: 17)

Employee is found guilty of misconduct causing financial loss to the employer (Section: 18)(only from that years
bonus)(Fraud & Dismissed Bonus for all years will be lost)
Page 26

Production
Linked Bonus
(31A)
Employer can pay bonus on basis of production. However this is also subject to minimum and maximum bonus.
Special Provisions of Gratuity Act:

Deemed
Continuous
Year
Gratuity
Calculation
Employee
Disabled &
reemployed
Forfeiture
Nominations
(6)
Compulsory
Insurance 4A
Disputes
Gurukul For CA
Seasonal Establishment - not less than 75 % of the number of days on which the establishment was in operation
Others (5day week) - 190 days (6 day week) 240 days
Deemed 6 months completion (5 days week) 95 days & (6 days week) 120 days
In case of establishments which are in operation throughout the period 15 days salary * Completed years of
service
In case of establishments which are in operation only for a season 7 days salary * Completed years of service
(15 days or & days salary is calculated treating the month to be having 26 days)
For the period preceding the disablement: on the basis of wages last drawn by the employee at the time of his
disablement.
For the period subsequent to the disablement: On the basis of the reduced wages as drawn by him at the time of the
termination of services.
Any damage due to negligence or misconduct not involving moral turpitude Only to the extent of loss
Involving Moral turpitude Total Gratuity (Bharath Gold Mines Ltd)
Within 30 days after completion of 1 year of service

Only family member
Not having family Any person
Subsequently acquires family Change old nomination within 90 days
Can be modified at any time
Only with LIC or Other recognized insurance companies
CG may exempt if employer has an established gratuity fund & number of employees is 500 or more
Proceed to controlling authority within 90 days
Aggrieved by controlling authoritys order prefer an appeal to Appropriate Government within 60 days
Page 27

Special Provisions of EPF & MP Act:
Permission to
maintain own
accounts
(16A) (CG)
EDLI
Compensation
Transfer of
accounts
Transfer of
entity
No reduction
in wages
Gurukul For CA
No default under this act in preceding 3 years

Employing 100 or more employees
Should maintain proper records
Submit timely returns
Cancelled if any default is made
Average monthly wages drawn during last 12 months (Subject to a maximum of Rs 15,000) * 20
Or
Average balance in the account in preceding 12 months or during his membership whichever is less. However if the
average balance exceed Rs 50,000 then the amount payable shall be Rs 50,000 plus 60% of the amount in excess of Rs
50,000 (Subject to a maximum of Rs 100,000)
Can be done
Both the transferor & transferee will be liable for contribution and other sums up to the date of transfer of establishment.
However the liability of transferee shall be limited to the value of assets obtained by him.
No employer by the reason only of his contribution to the funds listed here under the Act reduce whether directly or
indirectly the wages of any employee or the quantum of benefits in gratuity, pension, provident fund, life insurance to
which the employee is entitled.
Page 28
Negotiable Instruments Act, 1881

Promissory Note Section (4)
Definition
An instrument in writing, (not being a bank-note or a currency-note) containing an
unconditional undertaking, signed by the maker, to pay a certain sum of money only
to a certain person; or the order of a certain person, or (the bearer of the instrument).
Parties Maker & Payee
Requirements of valid promissory note
Writing Promise to Pay Unconditional Definite sum of money Stamped Signed
by maker
Not required Date Payee Place
Bill of exchange Section (5)
Definition
An instrument in writing containing unconditional order signed by the maker directing
a person to pay a certain sum of money only to a certain person, or the order of
certain person, or the bearer of the document
Parties Drawer Drawee Payee
Drawee in case of need - The name of a person is entered in the bill, in addition to
the name of the Drawee, to be approached in case of need
Requirements of valid BOE
Writing Express order to pay Unconditional Definite sum Signed by drawer
Stamped Drawees Acceptance
Not required (Need not be three parties always Date Payee Place)
Cheque Section (6)
It is a bill of exchange drawn on a specified banker and payable only on demand
Parties Drawer Drawee Payee
Requirements (Specified Banker On demand only Signed)
Does not require (Stamping Drawees Acceptance)
Electronic Cheque - It means a cheque which contains exact mirror image of a paper
cheque. It is signed by using digital signature.
Truncated Cheque This is scanned image of original cheque generated for the
purpose of electronic transmission.
Crossing of cheques
Meaning Specific direction by drawer that cheque must not be paid at counter
General Crossing Simple two parallel lines
Special crossing Banker name between those parallel lines
Gurukul For CA
Page 29

Not negotiable Crossing Words Not Negotiable between the lines. Is still
transferable but the transferees title depends on transferors title.
Account Payee Crossing Words Account Payee in between the lines. The cheque
cannot be endorsed.
Crossing after
If the cheque has not been crossed, the holder may cross it either generally or
specially, issue
If crossed generally, the holder may cross it specially.
If crossed generally or specially, the holder may add the words 'not negotiable:
Special crossing cannot be converted into general crossing.
Liability of Paying Banker

Liable only if generally crossed cheque is paid in counter (or) specially crossed cheques
is not paid to specified banker
Reasons for dishonor
Undated
Stale cheque
Post dated
Inchoate (Incomplete) Cheque
Material alteration
Funds not available
Funds not applicable
Receipt of notice of death or insolvency of drawer
Stop payment order
Garnishee order
Notice of account closure
Assignment of funds by drawer
Liability of drawer
Only for lawful debt

Within 30 days of dishonor notice must be sent to drawer demanding the
payment
If darwer fails to pay within 15 days the holder can file case in court with in 0ne
month
2 years imprisonment & Penalty of 2 times the cheque amount
Note: Drawer cannot be held liable if cheque is not presented with in reasonable
time and mean while the banker has become insolvent
Classification of Negotiable Instruments
Order Instruments Payable to specified person or his order

Bearer Instruments - Payable to the bearer
Demand Instruments Payable at any time on demand
Time Instruments Payable on specified date
Inland Instruments Made & Payable in India (or) Drawee is Resident Indian
Foreign Instrument Other than Inland Instrument
Ambiguous Bill Can be construed either as bill or promissory note
Gurukul For CA
Page 30
Inchoate (Incomplete) Instrument

o Wholly or partially blank
o Stamped & Signed
o Holder can fill the amount authorised
o Holder in due course can fill the total amount due to him
Maturity of Negotiable Instrument

Payable on demand No grace days
Payable otherwise on demand (Specified day, upon event, Specified number of days
after sight) 3 days grace
If date of maturity is public holiday it has to be paid on the preceding day
Payment in due course Section 10
Payment is made as per apparent tenor

Made in good faith
Made in money only
To the holder only
No negligence
Holder in due course (Section 8 & 9)
Holder Payee, endorsee of order instrument & Bearer of bearer instrument

Holder in due course Holder + Consideration + before maturity + Good Faith
Privileges of HDC
Can fill total amount due to him in incomplete instrument

Can make all prior parties liable
Protection in case of fictitious bill (Drawee fictitious)
Instrument cleansed of all defects
Protection in case instrument is obtained by illegal means
Validity of instrument cannot be questioned (Drawer, Drawee or endorser is a
minor)
Protection in case of instruments without consideration (Gifted to endorser)
Protection in case of conditional delivery
Endorsement
Mode of transferring
Must be written & signed by the endorser
Blank Endorsement Endorsees name not filled. Converts order instrument

to blank instrument (Pay )
Special Endorsement Endorsees name specified (Pay Mr.X)
Restrictive Endorsement Payable only to endorsee. Cannot be negotiated.
(Pay Mr.X only)
Partial Endorsement Endorsed to two parties for partial amounts. This is
invalid
Conditional Endorsement Endorsed upon a condition. Payable to endorsee
only if the condition is satisfied (Pay Mr. X up on safe delivery of goods at
Vijayawada)
Gurukul For CA
Page 31
Sans Recourse Endorser excludes his liability. Endorsee can not proceed on
endorser (Pay Mr.X Sans recourse)
Negotiation back
o Endorser becomes the holder again before the maturity of the instrument
Effects of, Negotiation Back:
o The holder can only enforce payment against all the parties to whom he
was not previously liable. But, he cannot claim the amount and enforce
payment against an intermediate party to whom he was previously liable.
o However, in case of sans recourse endorsement, the holder can sue all
the prior parties including all intermediate parties to whom he was
previously liable.
Material Alteration
What is Material Alteration
Date
Time for payment
Place
Adding new party
Amount
Cancelling the crossing
Converting the order cheque into
bearer
What is not a Material Alteration
Filling incomplete instrument

Blank endorsement to special
Crossing cheque
General crossing to Special
Converting bearer instrument to
order
Alteration consented by all
parties
Any material alteration will make the NI void

Acceptance for honour
The person who accepts the bill for the honour of any other person is called as
an acceptor for honour
Liability of acceptor for honour [Section 111]:
He is liable to pay the amount of the bill, if the drawee does not pay.
He is liable only to the parties subsequent to the party for whose honour the bill
is accepted.
Rights of acceptor for honour:
He is entitled to recover the amount paid by him from the party for whose
honour the bill was accepted and from all the parties prior to such party.
Acceptance
When instrument is payable after sight or when there is specific condition for
acceptance before payment
Within 48 hours
Who can accept?
Drawee
Drawee in case of need
Acceptor for honour
Agent of above
Requirements (Signed with or with out words accepted & Delivered to the holder)
Gurukul For CA
Page 32

Types of acceptance
Unconditional Without any condition

Conditional Payable upon a condition
If all parties accept to condition then they will remain liable
If any dissent to the condition then they will be discharged
Dishonour
Dishonour by non acceptance Not accepted by acceptor

Dishonour by nonpayment Drawee refuses to pay
Noting
It is the recording of the fact of dishonour on the negotiable instrument. It is a
convenient mode of authenticating the fact that the bill or note has been dishonored.
Protest:
It is a formal certificate issued by Notary Public stating the fact of dishonour. When an
instrument has been dishonored, the holder may cause the fact not only to be noted,
but also to be certified by a Notary Public that the bill has been dishonored.
Discharge of a NI
Payment in due course

Release of primarily liable party
Insolvency of primarily liable party
Material alteration
Discharge of Party
Cancellation or release of secondary liable party

Payment by secondary liable party
Allowing drawee more than 48 hours for acceptance
Conditional acceptance
Alteration not consented by all parties
Negotiation back
Secondary liable party insolvent
Hundis
Nam Jog Hundi
It is a Hundi payable to a party named in the Hundi or to his

order.
Dhani Jog Hundi
It is a Hundi payable to the Dhani or the owner, i.e., the bearer
Darshani Hundi
It is a Hunch payable at sight
Muddati Hundi
It is a Hundi payable after a specified period of time; It is

called Muddati in Bengali.
Shahjog Hundi
Apart from drawer and drawee, there is another party. The

function of Shah is that he presents the hundi, and acts like a
banker.
Jokhmi Hundi
It is a Hundi drawn in respect of goods shipped on the vessel,

and is payable only when the goods reach their destination
Gurukul For CA
Page 33

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CA - IPCC Rapid Revision Notes

With minimum number of members

Recognized in the eyes of law

Separate legal entity

Members are different from the company

Signature of the company

Exists even if all the members die

Can have own property

Capacity to sue and be

Lifting & Piercing of corporate veil

Sir Dinshaw Maneckjee Petit

Associated rubber industry ltd

Diamler company ltd Vs Continental tyre and rubber company

New Horizons India Ltd

CA - IPCC Rapid Revision Notes

Employees who became members by

Maximum number of members restricted to

Cannot invite public to purchase its

Can only get monies from its existing

Minimum Amount of Share capital is Rs 100,000/Minimum number of members 2

No above mentioned restrictions

One Person Company [Section - 2(62)]

Minimum share capital - Rs 100,000 /Only one person

On the basis of liability

CA - IPCC Rapid Revision Notes

Obtain licence from the central government

Holding - Subsidiary & Associate Companies

CA - IPCC Rapid Revision Notes

Apply to ROC ROC intimates within 7 days Name is

ROC issues certificate

Incorporation certificate dated and contains CIN

CA - IPCC Rapid Revision Notes

4. Memorandum & Articles

Word Limited / Private Limited / OPC have to be added

Liability of the members

Authorised share capital

Only for OPC

At least 2 (or) 7 as the case may be

Alteration of Memorandum of Association [Section 13]

From one city to another (no change in ROC)

CA - IPCC Rapid Revision Notes

Company issued prospectus

Subscription Cannot be changed

[Special Resolution Inform ROC within 15 days

Stricter provision for altering AOA

CA - IPCC Rapid Revision Notes

Alter AOA removing restrictions

Alter AOA including restrictions

Minimum 2 years from incorporation

Alter MOA & AOA

Effect of MOA & AOA

Borelands trustee Vs steel brother & co Ltd

Beyond the powers of AOA Voidable

Doctrine of Constructive Notice (Protects Company)

Howard Vs Patent ivory manufacturing co

CA - IPCC Rapid Revision Notes

All the subscribers to the memorandum

Modes of becoming a Member

Mehri Bibi Vs Dharmodas Gosh