This book provides a complete and accurate understanding of the provisions of the Companies Act, with practical insights into corporate governance, compliance, and procedural aspects. It also addresses the challenges corporate professionals, legal advisors, and company law practitioners face. This book will be helpful for company secretaries, chartered accountants, corporate professionals, legal practitioners, students, and academics specialising in corporate and financial law. The Present Publication is the 16th Edition | 2025 and updated till 1st December 2024. This book is authored by Taxmann's Editorial Board with the following noteworthy features[Topic-Wise Commentary] The book provides a detailed commentary on over 40 topics, offering comprehensive insights and a practical understanding of various aspects of company law [Comprehensive Analysis] It includes analysis supported by relevant rules, judicial pronouncements, case laws, circulars, notifications, and procedural requirements under the Companies Act, ensuring clarity and applicability [Special Focus] Targeted discussions on critical topics such as o Incorporation and Management of Companies o Issue and Transfer of Securities o Duties, Rights, and Liabilities of Directors o Corporate Governance and Board Meetings[Coverage of Specialised Areas] The book provides insights into laws and compliance procedures for specific types of companies, including o Private Companies o Government Companies o Foreign Companies o NBFCs, Nidhi, and Chit Fund Companies [Procedural Guides] A step-by-step approach to procedural c... See more

This book provides a complete and accurate understanding of the provisions of the Companies Act, with practical insights into corporate governance, compliance, and procedural aspects. It also addresses the challenges corporate professionals, legal advisors, and company law practitioners face.

This book will be helpful for company secretaries, chartered accountants, corporate professionals, legal practitioners, students, and academics specialising in corporate and financial law.

The Present Publication is the 16th Edition | 2025 and updated till 1st December 2024. This book is authored by Taxmann's Editorial Board with the following noteworthy features[Topic-Wise Commentary] The book provides a detailed commentary on over 40 topics, offering comprehensive insights and a practical understanding of various aspects of company law [Comprehensive Analysis] It includes analysis supported by relevant rules, judicial pronouncements, case laws, circulars, notifications, and procedural requirements under the Companies Act, ensuring clarity and applicability [Special Focus] Targeted discussions on critical topics such as
o Incorporation and Management of Companies
o Issue and Transfer of Securities
o Duties, Rights, and Liabilities of Directors
o Corporate Governance and Board Meetings[Coverage of Specialised Areas] The book provides insights into laws and compliance procedures for specific types of companies, including
o Private Companies
o Government Companies
o Foreign Companies
o NBFCs, Nidhi, and Chit Fund Companies [Procedural Guides] A step-by-step approach to procedural compliances, including General Meetings, MCA-21 e-Governance, and filing requirements
The contents of the book are as follows Introduction
o This chapter lays the foundation with an overview of the company form of business organisation, the administration of the Companies Act, the concept of a company as a separate legal entity, and various types of companies that can be formed. It also explores fundamental principles like limited liability and the lifting of the corporate veil Incorporation of a Company
o The process of forming a company is detailed here, including the initial stages, naming conventions, signing of the memorandum and articles, necessary documentation, and obtaining the certificate of incorporationMemorandum of Association
o This chapter discusses the memorandum as the constitution of the company, detailing its clauses, the procedure for alterations, and the doctrine of ultra vires
Articles of Association
o It provides insights into the internal management rules, the binding nature of articles, and the procedure for altering articlesCapital of the Company
o An exploration of company funds, including equity and preference shares, highlighting the distinction between 'own funds' and 'loan funds'Issue of Securities
o Various modes of raising capital are discussed, such as issuing shares at a premium, private placement, and the procedures for issuing and allotting securitiesFurther Issue of Securities
o This chapter elaborates on rights issues, preferential allotment, bonus shares, sweat equity shares, and employee stock optionsReduction of Capital and Buy-back of Securities
o Processes for reducing capital and buying back securities are detailed, including procedural aspects and legal requirementsPublic Issue of Securities
o It covers the background, stock exchange requirements, prospectus details, and penalties for violations related to public issuesMembership of Company
o The chapter defines the rights and obligations of members, shareholding variations, and the procedures for maintaining a register of membersTransfer of Securities
o Guidelines and procedures for the transfer of shares and securities, including legal restrictions and protections for transferees, are discussedNomination and Transmission of Shares
o The procedures for nominating shares, involuntary transfers, and transmissions in various circumstances, including insolvency and mental incapacityDemocracy of Shareholders
o This chapter emphasises the ultimate ownership by shareholders, detailing the types and procedures of shareholder meetings, including the annual general meetingProcedure of General Meeting
o It provides a comprehensive guide to conducting general meetings, including notices, voting procedures, and the role of the company secretaryDirectors of Company
o Roles, responsibilities, appointment processes, and the legal position of directors are explored, including remuneration and the concept of independent directorsDisqualifications and Removal of Director
o The legal grounds for disqualification, procedures for removal, and the implications of director vacancies are thoroughly examinedRestrictions on Directors in Relation to Company
o Detailed restrictions on directors' actions, such as related party transactions, loans, and contracts, are outlinedDuties, Rights, and Liabilities of a Director
o An in-depth look at the legal duties, rights, and potential liabilities of directors under various circumstancesMeeting of the Board of Directors
o This chapter details the procedures for board meetings, including agenda setting, quorum requirements, and the role of the chairpersonReport of Board to Members
o The contents and requirements of the directors' report, particularly for listed companies, are explainedCorporate Governance
o The principles and practices of corporate governance, including SEBI requirements, are discussed, emphasising transparency and integrityRestrictions on Powers of Board
o Legal restrictions on the board's powers, such as borrowing limits and investment rules, are outlinedKey Managerial Personnel
o The roles and responsibilities of key managerial personnel, including managing directors and company secretaries, are analysedCharge on Assets of the Company
o Guidelines for securing borrowings through charges on company assets, including filing requirements and penalties for non-complianceDebentures
o The nature, types, and issuance procedures for debentures are detailed, along with protections for debenture holdersPublic Deposits
o Procedures and restrictions for accepting public deposits, including repayment requirements and exemptionsAccounts of the Company
o Requirements for maintaining and auditing financial accounts, including the role of the National Financial Reporting Authority (NFRA) and accounting standardsDividend
o Rules and procedures for declaring and paying dividends, including SEBI requirements and provisions for unpaid dividendsFinancial Audit of Accounts
o The role and responsibilities of auditors, including appointment procedures and the scope of audit reportsCost Audit and Secretarial Audit
o Detailed processes for cost and secretarial audits, including applicable standards and the distinction from financial auditsPrivate Companies
o Special provisions and requirements for private companies, including conversion processes and potential personal liabilitiesHolding and Subsidiary Companies
o Implications and legal provisions for holding and subsidiary relationships, especially for listed companiesCompanies Licensed Under Section 8
o Requirements and regulations for non-profit companies and electoral trustsGovernment Companies
o Special provisions for companies where the government is a major shareholder, including audit and reporting requirementsForeign Company
o Regulations applicable to foreign companies operating in India, including limitations and share issuance rulesOther Types of Companies
o Provisions for small companies, one-person companies, dormant companies, and specific industry-related companies like banking and insuranceMiscellaneous Provisions in Company Law
o Additional regulations and procedural aspects, including service of documents, mediation, and the Insolvency and Bankruptcy CodeOverview of NCLT-Related Issues
o Comprehensive coverage of the National Company Law Tribunal's (NCLT) role, procedures for mergers, takeovers, and insolvency resolutionPenalties and Punishments
o General and specific provisions regarding penalties for non-compliance, fraud, and other offencesRules of Interpretation
o Guidelines for interpreting company law statutes, including general and specific rules, aids, and presumptionsMiscellaneous
o Additional provisions covering document service, removal of company names, jurisdiction of courts, and rule-making powers Read more