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The learned author is well known for his work on Company Law. The present handy work has been prepared to meet the needs of students who wish to study a concise yet easily comprehensible book on the subject. The Companies Act has been amended twice since the last edition. The first amendment of 2002 creates a new concept of producer Companies giving them a separate status and procedure of registration, management and winding up. The second Amendment creates Tribunals & Appellate Tribunals and transfers to them the whole of the powers of the Company Law Board and some of the powers of the Civil Courts. It also brings into the Companies Act new provisions for rehabilitation of sick industrial companies. These amendments are still waiting for enforcement. Recent cases have also contributed substantially to the development of the subject. Matters relating to transfer of shares, prevention of oppression & mismanagement and takeovers & amalgamation have been the chief subject of litigation. All these developments have been noted at their appropriate places. The book is indispensable for students of company law, of competitive examinations, company secretaries, and chartered accountants, cost accountancy, management students, and those desirous of acquiring a basic knowledge of the subject.
About The Author
Dr. Avtar Singh, B.Com., LL.M., LL.D, is a multi-faceted personality, who has adorned his cap with multiple feathers- Author, Advocate, Professor. He has been awarded with numerous prestigious honours like Saraswati Sammaan by the U.P. Government and Vidya Bhushan Sammaan by the Hindi Sansthan in U.P., for his contributions in the field of legal education. In his decades long career he has been a visiting professor of Business Laws at IIM, Lucknow and Reader in Law at Lucknow University.
Titles written by him have been prescribed by many leading universities and have been lauded by both students and teachers. His works and writing style have been appreciated both Nationally and Internationally.
He has followed his signature style of writing in all his works- the most comprehensive study of the subject that he takes in his hands in a simple and lucid language. He has written in both English and Hindi languages.
His list of works include: Business Law, Company Law (in English and Hindi), Competition Law, Consumer Protection: Law and Practice, Contract Law (Easy Law Series), Introduction to Company Law (in English and Hindi), Introduction to Law of Negotiable Instruments, Introduction to Partnership (including Limited Liability Partnership) (in English and Hindi), Intellectual Property Law, Law of Arbitration and Conciliation (in English and Hindi), Laws of Banking and Negotiable Instruments (in English and Hindi), Law of Carriage (Air, Land and Sea), Law of Contract and Specific Relief (in English and Hindi), Law of Insolvency, Law of Insurance, Law of Partnership (Principles, Practice & Taxation), Law of Sale of Goods (in English and Hindi), Negotiable Instruments (in English and Hindi), Textbook on Law of Contract and Specific Relief.
TABLE OF CASES
TABLE OF STATUTES
Chapters
1. Nature of Company and Registration ..
Definition of company
Corporate personality and advantages of incorporation
Independent corporate existence
Limited liability
Perpetual succession
Transferable shares
Separate property
Capacity for suits
Professional management
Access to money market
2. Memorandum and Articles of Association
Memorandum of association
Name clause
Registered office clause
Objects clause
2. Memorandum and Articles of Association (contd.)
Liability clause
Capital clause
Subscription
Objects, powers and ultra vires
Alteration of memorandum
Alteration of name [So 21]
Alteration of registered office and objects clauses [So 17]
Articles of Association
Articles in relation to memorandum
3. Prospectus and Promoters
Prospectus
Definition
Application forms [So 56] ..
Public Issue
Contents of prospectus
Procedure for changing terms of the prospectus [So 61]
Issuing Houses (Deemed prospectus) [So 64]
Shelf Prospectus [So 60-A] ..
Information memorandum [So 60-B]
Remedies for misrepresentation
4. Prospectus and Promoters (contd.)
Damages for deceit
Compensation under Section 62
Rescission for misrepresentation
3. Shares, Membership and Share Capital
Shares
First issue in demat form [So 68-B]
Allotment of shares
Minimum subscription [So 69]
Application money [So 69 (3)]
Statement in lieu of prospectus [So 70]
Opening of the subscription list [So 72]
Shares to be dealt in on stock exchange [So 73]
4. Shares, Membership and Share Capital (contd.)
Certification of transfer [So 112]
Forgery in transfer.
Rights of transferor and transferee
Priority between transferees
Transmission of shares
Facilities for nomination ..
Mortgage or pledge of shares
Return as to allotment [So 75]
Issue of shares at discount [So 79]
5. Shares, Membership and Share Capital (contd.)
Annual returns [Ss. 159-161]
Share Capital
Kinds of share capital [Ss. 85 and 86]
Derivative
Hybrid
6.Directors and other Managerial Personnel
Directors
Position of directors
Directors as agents
Directors as trustees
Directors as organs
7.Directors and other Managerial Personnel (contd.)
Personal liability of the organ
Appointment [Ss. 254-257]
Casual vacancies [So 262]
Additional directors [So 260]
Appointment by Central Government. .
8. Directors and other Managerial Personnel (contd.)
Duty of care ..
Liability for Negligence
Duty to attend board meetings ..
Liability for non-attendance
Duty not to delegate
9.Other Managerial Personnel
Managing or whole time director or manager
Procedure of appointment [So 269]
Disqualifications [So 267]
Manager
Secretary
10. Meetings
Statutory meeting (S. 165) ..
Annual general meeting (S. 166)
Extraordinary general meeting (S. 169)
Power of Company Law Board to call a meeting (S. 186)
Procedure of meetings
Notice (Ss. 171-172)
11.Dividends, Audit and Accounts (contd.)
12.Borrowing, Lending, Investments and Contracts
13.Borrowing, Lending, Investments and Contracts (contd.)
14. Minority Protection
15.Kinds of Company
16.Reconstructions and Amalgamations
17.Winding Up
18.Winding Up (contd.)
APPENDIX
Changes made by the Companies (First Amendment)
Act, 2002
Changes made by the Companies (Second Amendment)
Act, 2002
SUBJECT INDEX
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