CMA Final Law

Paper 13- Corporate Laws & Compliance

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 LAWS&
Corporate
CORPORATE and
OTHER
compliance
LAWS

who makes
what is
Act and

meaning
the
? Law ?
of
LAW

Non -

Is it compliance
different ? of
Law

from Act

Criminal Civil
Yes
liability Liability
whoever has
under
/
power
system
set
constitution
Malter under :
:
-
-

of rules

created
union
list : -
Parliament
state state
and :
List
Legislature
-

enforced concurrent : -

Both

through
Govt .

Imprisonment
Law iswide term and
includes Act , Rules , circular
,

Notification ,
regulation
etc .

/
Penalty fine Damages
 ow an Act is Passed ?

drafted
A bill is

Published in
Newspaper for
suggestions
of
Introduction Bill to Parliament

Loksabha
tasty
- in

It
may
be
opposed published ,
in
Gazette ,
referred
committees standing
to

Approval in Loksabha

forwarded Rajya
Then to Sabha

After opposing ,
deliberations ,

references
Passed
Rajya
in Sabha

Then sent to President

President
gives
Assent

" "
BILL becomes an ACT
 Corporate Law

Companies Act
,
2013

union list Entry of

By powers under

,
97

Parliament Power
got
Introduced in 2008 but

after rejections
referrals
&
,
got
approved in
Loksabha
Dec .
2012 →
by Sabha
Aug 2013 → n

Rajya
President
29
Aug 2013 →
By

Bill because
companies Act
,
2013
to
regulate
form of organisation
this Business

COMPANY
 COMPANY

? HOW ?
WHAT ? WHEN

WHY ?
WHERE ?

As
defined
in Sec Anytime before to to

2120>
of
0h

commencement
after form Run
Act

of 'tneAct

Because
of Anyplace
Advantages
over other
in
India
forms

Acc .to
provisions of companies Act .
 Companies Act
.
2013

Schedules
Chapters

×#

containing 470
sections

read with
of
a lot
rules

In Law
CMA
final syllabus
-

Parts
of chapter VII. ¥ I XI
I I I XI XIII
, , , , , , , ,

XIV ,
¥ ,
XI ,
XI
, ,
XXI XXI XXVI EE
, , ,

Preliminary
Directors
Incorporation , , Deposits ,
Dividends , Accounts ,
Audit,

Meetings Inspection Compromises Oppression

Board , ,
,
,

Nidhis
,

foreign winding Up Producer

Special
courts
co .
co NCLT
,
,
.

,
.

,
,

Parts
notified
Act was in : -

30th
section 1
notified Aug
on 2013
12th
98 sections n
n

1st
Sefo . 2013
183 April 2014 and
m
n n so on . .

Companiesand
Act 1956 ,
has been
completely
repealed New Act has been now

implemented completely -

whole
Extends to
of India .

Applicable
is
also
to
Banking ,
Insurance
Electricity ,
co so
far
provisions are consistent with
respective Laws
 Chapter I~ Preliminary [Section 1 & 2]

Section
Definitions
2 : -

Private [section 2168)]

company
suffer Private etd
" "
-

Number
of Meir Paid In Articles OPC and
Members
up capital small co .

Mein Man
As
prescribed is a Private co

Nothing
Prescribed
2 200

Exceptions Restriction Prohibition Limitation

Present & invitation to

transferability of
on
on
on Number
Public to
Past
of shares Subscribe
for
Members .

Employees .
securities

Public [section 24151

company "

suffix
etd
"

company
is not a Private

In Articles
No .

of Members
Meir Paid
up capital subsidiary
of Public
a

As
prescribed
No company
Min Man restriction is deemed
prohibition to be a

7 No limit Nothing
is
Public co .

Prescribed shares
freely
transferable

One Person [ section 2162) ]

company
One Person Indian
Natural Person
(whether Resident
+

/ Not )
citizen
is member and can be sole
director can't
incorporate more

than one OPC

MOA
of
OPC shall indicate

Nominee which can be

name
of " °t
allowed to be Sec 8
changed
.

company
.
 [section 21467]
Holding company
In relation to other
company

company of
which
is a such
companies
subsidiary companies
are .

[section 2187) ]
Subsidiary company
company
in which
Holding company
either

controls
composition controls more than
half
of BOD on
of voting
or with
Power at
subsidiaries
own

No
company shall have more than 2
layers of
subsidiaries .

Associate [section 216)]

company
relation
company
In to another

in which other
[ which
co is not ]
subsidiary
.

BUT

significant influence
has

is voting
Power
influence
=

joint significant 320% Total votes

venture
on
of voting
our control
Power
at Poll

[ section 2185)]
company
small

Not
being company
: -

sections
company
A Private

Holding
n

subsidiary
n

Puc 50 lakhs/ sum Prescribed

£ Act
co .

by special
AND Mase to crores can be Prescribed

Amount Prescribed : 2 crores

/ Sum
-

turnover £2 crores Prescribed

Man 100 crores can be Prescribed

Amount Prescribed : -
20 crores
 SESH
Minimum Need not Ltd /put etd
By obtaining
use
Directors
Not
required
license
from CG can't be distributed
as Dividends
formed for
promotion of
commerce ,
Art ,
Profits
science , culture . utilised
for
sports etc .

promotion

company [
section 2145)]
Government

in which
Company
51% of Paid up capital held
by
Atleast share is

either

Central State

Govt
OR
govt (s ) OR Jointly
by both
.

subsidiary of
includes a
Government company
242)]
foreign company [
section

Company /Body corporate

incorporated outside India

which

of
has Business in India
place
a

AND

conducts business
actively
in India
any

Dormant [Sec ]
Company
. 455 NO business in
last 2 F Ys
-

Company formed for future Inactive

Company
OR
withNo
significant Transaction
significant
No

skiing
in last
transaction
F. Ys 2

apply for
.

to Roc
may
-

Non
AR
of
filing in
of
of
FS

obtaining
Dormant
company
status
last 2 F.Ys .
 Incorporation of Company and Matters Incidental thereto
A Person known as Promoter

business idea and

gets
a then

identify Promoter ?
How to

form of
decides
organisation
the business
ufs 2169)
definition
Acc . to

If COMPANY

Named BOD is

Preliminary
does
then
steps in accustomed

Prospectus to act

necessary for incorporation

like
on
according
identified to whose
Gather People in Directions /
If OPC -
2 Annual instructions
Private
If co 2
Return
-

Public 7
If co -

OR
.

Prepare
Documents MOA
,
AOA etc .

has control
help of professional
Not
May take some
treated over
affairs
of
as co as

of company
Decides Name
.

Promoters
shareholder /
with directory
filing
Does Roc
otherwise
also enter into Pre
may iwcoefs contracts OR
-

Members liable in certain cases [Section 3A ]

If at
any
time

after incorporation of company

The no .

of members

is reduced

In below
In
case
of of
-

case
Public Seven Two
Private
Company Company
Then
with reduced
Business
If carried
after 6 months members

who knew
Every
member this
fact
shall be
severally liable
for
debts
of company
during
contracted that time
 →

Jiremorandunn
Section 4
Of Association
]

defined
As

Memorandum w/s 2156)

It is a document
containing fundamental
Prov .

of constitution

Liability
Succession
Name Situation
Object Capital
Clause Clause Clause Clause Clause
Clayse
In case
Name
of state in
Purpose Liability /Amt
Registered of
OPC
.

which on shares
company for which share

registered
Or
with
capital of
co is Name
Amount
.

ltdlpvtltd (No
fuel incorporated undertaken to with Nominee
address) contribute division

Respective forms specified in schedule I

Printed divided into numbered witnessed

,
signed ,
Paragraphs ,
,

Must be
prepared by every company
required of registration
at the tune

be altered later to 13
according
can sea .

Anti-social
É
defined
as

Articles w/s (5) 2

regulations of company for

The internal own
Governance
A
company may adopt
any of
Provision
all or

given
in
respective tables
of schedule I

Printed divided into numbered witnessed

,
signed ,
Paragraphs ,
,

Must be
prepared by every company
required of registration
at the tune

be altered later to It
according
sea .

Entrenchment
be made
by adding
can more strict
Provision

Later
at the time
of formation
Amendment
of co . or on
by
file In Private
¥Et-
INC -32
Company In Public
Company
If agreed by
all members
If SR
passed
file 14Gt -
It
 Processofteatin
steps Marye Reservation
: -

At the
of time
By existing
incorporation company
( Part A)
By using By using
spices RUN

filing
and
Subject
it with to Name

Roc restrictions ufs tread

with Rules .

If defect If No
defect Sec .4(2) Sect (3)
Gets chance Approve
to remove No word
Not be Not be
such
defects identical constitute undesirable giving
impression
within resemble to
days
15 an ace .

to that Govt
offence
.

CG related /
Defect
removed
enisting
co .
use
of prescribed
words
No Yes

Rule 8 Rule Approval Rule

Reject Approve prohibited 8A cq of 813

required

same reserved

In
In case

of Reservation of
case
of Reservation
name
of New
company ) of name
of existing
(
Prospective company .

for 20
days from Approval for 60
days from Approval
Point old
Name also

If found latex that Name reserved till 2

years

by furnishing
incorrect Particulars then -

If formed
6. not
If co .

already formed yet

being
give opportunity of
Roc shall heard Reserved Name -
cancelled

and order
pass relevant :
any AND
-

y
direct to within
change
name

3 months

striking off from Register

name Penalty of leaker

Petition
for winding up
 Éclair
É
After Reservation Reservation
of of
Name OR without Name

→ MOA and AOA

Prepare all Documents

required
→ Declaration
of
compliance by
-

Submit Document with CA and

requisite -1
Director
Application -1
fees to

of
(spice Part B)
-1 -

→ Declaration

offence byand
Roc No -

Preserve subscribers
certificate of
issue
Docs at Directors
ID
Incorporation ( INC

of
-

Particulars
registered
→

office Allot
corporate Office
Identity
the Number subscribers
Dissolution Directors
subscribers become
Members ( see .

9)
→ consent
of Directors
If found company incorporated
latex that

by furnishing
incorrect Particulars then -

If formed
6. not
If co .

formed yet
Directors / subscribers
promoters /
first Person
responsible
Liable uls 447 liable uls 447

and

Additional Orders
if Application
made to

Tribunal

ÉGmghd
and

direct that direct pass

may pass other
order
liability of removal
winding
up
orders

for members
of from deem
name
as

regulation be
unlimited
orders
fit
of Mgmt Register
.

of companies
.
 Commencement
of Business [Section 10A ]

company
Incorporated before Incorporated
2.11.2018
after
2.11.2018

commence business
with share without

immediately capital share

capital
after COI
receiving (A) same as (A)
Declaration
Director that
by file INC -20A file
every within AND INC -22
subscriber has
paid
agreed Amt .

180
days verified
Non -

compliance of the '

by CA/cs/c*A
of Provisions
without
commence business
filing
declaration
serially
ROC believes of No business

company officer in
default
Initiate action
1000 each
day for Removal
50,000 of name
from
of default
lakh Register of companies .

Man : -
l

Publication
of
Name
§ Registered office [section ]
12

Affine name and address outside

office
in
legible
characters

BIG PVT LTD

BIG PVT LTD
BmfBvflt0 Bégpvtetd

If Registrar has reasonable cause to believe

company doing business

that is not

Registrar will do Physical Verification

Upon Verification

Default found default

No

Zegistrar to remove

name
of company
from Register
 0
ÉY
JÉ4É
ROC will
Natural Person issue
Either Part A then
Indian
citizen Part Boa Both Parts COI and
Resident
otherwise w.e.fi ) of
spice +
together an
1.4.21

with Attachments

find Nominee MOA

I AOA
Obtain consent consent of
Nominee (INC -

3)
Declaration GNC 8)
Compliance
-

Death Declaration as to
Before
Incapacity No
offence ANC -

9)
1 Particulars
of Director (0112-12)
Director's consent CDIR 3)-

Nominee
Member
can
can
Address INC
-223
withdraw

change consent
"
"

÷÷ :*
Nominee

within 30
days company
Member shall
file INC -4

find another Nominee

intimate
Notice
of A- Personcan't
company consent to be member in
change
about
with
prior than I
along
more

Nominee ROC
of
consent OPC but can

be Nominee in
within 30
days company
1. .

If becomes

file 1NC3 & INCA to

<
member in 2
,
choose within

days
180
Roc

.CO#&pc(RW6)w.e.f.is+April 2021

0C
Private or
Alter

Public MOAI
itself
convert to
may company
AOA

filing an
Application in INC -6
Increase

Attachments : -
with Roc
no .

members to
of
Altered AOA MOA Minimum
,

Resolution
copy
members
On
being satisfied .
Increase
List
of
directors
.

creditors
No .

of
ROC shall
approve Directors to
,

4
BIS.PK Minimum
(Audited)

grant certificate
 Alteration of Memorandum ( section 13
)

Ém:-
Voluntary
section
Compulsory
13 section 16

in
Rectification of Name

If default In other cases

Annual
filing
Returns or
call BM to hold GM If
Name On
app by.

is identical
in
repayment SR éu
GM with
or Registered
Trademark
of deposits existing
about
being
Application to
•
identical
CG ( INC -24) within 3
'

years
can't
change CG direct the co.to
Name
Approval of cg may within 3
change
the name
Intimation to Roc months .

( SR + Approval )
and within 15
Register
Name
days
New

certificate of
with
Issue new intimate Roc ( order
CG
)
Incorporation
ROC shall issue new COI

Authorities

Administrative
Adjudicating
ROC Supreme Court

NCL AT
Director
Regional N CLT

2 Alteration to situation Clause : -

No Alteration to Memorandum

change
within
town
same
city / Change
within same
to
different city
Roc

Pass GM and in
Pass Board Resolution
SR at
14 to Roc
file
NGT -

Intimate in INC -22

Intimate
change
in INC -22 to
Roc to change
ROC

If members are more than

Postal Ballot
200
, Resolution by .
 Change from
one Roc to another within stale

Pass SR at GM file MGT-14 to Roc

Notice
before 1 month Application to
confirmation
of filing application RD
with RD ("" c- 23)
clays
within 30 to

+ Individual Notice
company
within 60
&
days confirmation
IN C-
,

22

ROC

shall allot CIN

change from
one Roc to another outside stale

Receive
objections
Passing filing of
and
SR
containing
Names ,

Address
days prepare
30 latest list
Advertisement

Individual Notice to before of creditors + Amount Due

creditors /Deb Holders

pmc.gg (Also available
for inspection
.

Declaration
Also to by csyz ☐is
If listed SEBI
that list is correct
co .

full inquiry
made
retrenched
employee
No

Application CG ( INC -23) with MOA AOA Declaration

to , , ,

SR Notice Advertisement
, , ,
Proof of
Address , list creditors
of ,
objection
statement

Objection Objection
No

will in 15 Hearing within 60

days shall
CG dispose days cq
file affidavit & then
settlement
grant approval
on
Intimate Roc in INC -22
 Alteration
Object
3 to Clause : -

company wants to
change
Objects
Other cases
6. has unutilised
raised
money by SR

Prospectus
pass SR
change
Publish in
Newspaper
Exit
option to

dissenting
shareholders

SR

change objects
JÉ
Articles can be altered
by passing special Resolution
If
Conversion Private
to Public co .
of [Remove co . Conversion
to
of
Private co (Add
Public co .

Articles) &
.

Restrictions
from Restrictions to Articles) &

told BM to call M told BM to call 14

Pass SR in GM Pass SR in GM

SR +
copy of AOA ( Altered ) Obtain
approval from CG

submit both submit SRTAOA +

Approval
within
days
15 to within
days
15 to

Roc Roc

[section to]

-
Effect of Memorandum
f Articles

Members
company
Members not not
bound to companyto
bound bound bound to
outsiders
company members inter se -

Members Bound outsider

company may
No

Articles by
may
Sue members Sue
company and to can sue to

if non - in case
of company .

enforce Articles
compliance breach Not each other
 Doctrine
of Ultra Vines .

ultra vires
of
Whatever stated MOA is
object
not in clause .

Ultra Vires act is void .

Neither
company now

contracting party can sue on it .

ratify
Members can't .

Doctrine
of constructive Notice

Person
dealing Presumed
with internal
co . → to know
problems
of company .

Doctrine
of
Indoor
Management
Perso in
cteabwgwwwi-NOT-epmumed-wynowin.to
problems
n al

of company .

Exceptions : -

Knowledge of Irregularity
Negligence
Forgery
 sectwnmf can be
formed
ÉÉ
as Private/ Public
company
SPICE
filed
to
After
+ be
or

singlelicenseApplication
Before Roc
to
Name for and

Reservation Incorporation Roc shall

MOA
( NC -

B)
AOA issue
Declaration certificate
by( INC-14) of incorporation
Professionals
A
firm Declaration
by )
comply conditions
with

can

member
be
applicant live -15
specified
a. Estimated Annual
section 8
of co
income & expenditure
for next 3
.

years Granted license

( Grant of
for license
may
be revoked
if : -

É %ñgw•
conduct
contravention contravention
fraudulent conduct

of of condition conduct in manner

of affairs
requirements which violative

Sec
of8
on

license was
of objects
against
Public
Interest
.

granted
.

Copy of order to Roc

CG shall direct to convert status and Name

after Revocation

additional order like

CG
may pass winding up if necessary in Public Interest .

of
Conversion sections
company
Sec into
Company
8
any Any other
company
.

company
other

company
into Sec .
8

According Rule with

Comply
to 21

Notice
conditions
in Sec
specified
84
Apply for
.

ass SR at General
Meeting to be
annexed
license
granted
with
License
file in
Application INC Is
-

with
copy of SR Explanatory
statement
change
Maine

Director copy to

RegionalApproval
to

for Registrar
 Nidhis- Chapter XXVI of Companies Act, 2013- Section 406 with Rules
Section No. Topic Content
Rule 4 Incorporation Public Company- Minimum Capital 5 lakhs
Suffix last words ‘Nidhi Limited
Preference share Not allowed
Object Savings
Minimum Number of Members,
Rule 5 Net Owned Fund Within 1 year
Not less than two hundred members. (2) Net Owned Funds of ten lakh
rupees or more.
Un-encumbered term deposits of not less than ten per cent of the
outstanding deposits
Ratio of Net Owned Funds to deposits of not more than 1:20
file a return of statutory With ROC within 90 days from close of First FY certified by
compliances CA/CS/CMA in practice
business of chit fund, hire purchase finance, leasing finance, insurance
Rule 6 Prohibition or acquisition
current account with its members

acquire another company by purchase of securities or controlling BOD

carry on any business other than the business of borrowing or lending
in its own name

accept deposits from or lend to any person, other than its members.
pledge any of the assets lodged by its members as security.
take deposits from or lend money to anybody corporate.
enter into any partnership arrangement in its borrowing or lending
activities.
issue or cause to be issued any advertisement in any form for soliciting
deposit.
pay any brokerage or incentive for mobilising deposits from members
or for deployment of funds
or for granting loans.
Rule 8 Membership not admit a body corporate or trust or minor as a member.
not accept deposits exceeding twenty times of its Net Owned Funds
(NOF) as per its last
Acceptance of Deposits audited financial statements.

Rule 12 Deposits Fixed Deposits Period- Minimum- 6 Months, Maximum- 60 Months

Recurring Deposits Period- Minimum- 12 Months, Maximum- 60
Months
one lakh rupees, ROI on savings- not exceed two per
cent above the rate of interest payable on savings bank account by
maximum balance in a savings nationalised banks.
not exceeding the maximum rate of interest prescribed by the Reserve
Bank of India which the Non-Banking Financial Companies can pay on
rate of interest on deposits their public deposits.
Invest in scheduled commercial bank or post office atleast 10% of the
deposits
outstanding at the close of business on the last working day of the
Rule 14 Unencumbered Deposits second preceding month.
Rule 15 Loans Only to members against securities specified within limits
 not exceed seven and half per
cent above the highest rate of interest offered on deposits by Nidhi and
rate of interest on loan given by shall be calculated on reducing
Rule 16 Nidhi balance method.
Rule 18 Dividend Not more than 25%/ Prescribed
Only when equal amount is transferred to General Reserve, No default
of deposits, compliance to rules
Rule 19 Auditor Individual- 1 term of 5 years
Firm- 2 terms of 5 years
Rule 22 Auditor to furnish certificate of Compliance
Form NDH-3within thirty days from the
Rule 21 Half Yearly Return conclusion of each half year duly certified by a CS/CA/CMA
 Producer Company- Chapter XXIA of Companies Act, 2013
Section No. Topic Content
production, harvesting, procurement, grading, pooling, handling,
marketing, selling, export of primary produce of the members or import
Section 378B Objects and Formation of goods or services
processing

manufacture, sale or supply of machinery, equipment or consumables

providing education
rendering technical services, consultancy services, training, research
and development
generation, transmission and distribution of power
insurance of producers or their primary produce
promoting techniques of mutuality and mutual assistance
welfare measures
any other ancillary activity,
financing of procurement, processing, marketing or other activities
Registration similar as applicable for all companies.
A person, who has any business interest which is not in
conflict with business of the Producer Company, shall become a
Membership and voting rights member
The members of the producer company initially will receive the value
for the produce pooled and supplied as determined by the directors.
This amount will be given out later in the form of cash/ kind/ equity
shares.
The members of the producer company will be entitled to get bonus
shares in the same proportion to the shares held by them.
The surplus (after providing provision for payment of limited return
and reserves) may be given as patronage bonus* to the members of the
Section 581E Benefits to member producer company.
Memorandum of Producer
Section 581F Company name of he compan i h P od ce Compan Limi ed a he la
State
Main Objects
Names and addresses of subscribers and Directors
Share capital
Limited Liability
States where objects extend

qualifications for member, manner of ascertaining the patronage and

voting right based on patronage, manner of constitution
of the Board, its powers and duties, election of the Chairman, term of
Section 378G Articles of Association office of directors, voting, etc.
Any 10 or more producers (individuals) can join together to form a
production company but there is no upper limit on the number of
Section 378C Members members.
Directors minimum of 5 directors (maximum of 15)
minimum capital of Rs. 500,000 is required to incorporate a producer
Capital company
378S General Meetings approval of budget and adoption of annual accounts
approval of patronage bonus.
issue of bonus shares.
 declaration of limited return
approval of any transaction reserved in the articles

every member shall have one vote and in the case of equality of votes,
378Z Voting Right the Chairman or the person presiding shall have a casting vote
378Y Quorum one-fourth of the total membership
I
Appointment and Qualifications of Directors

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