Presentation on Corporate
Law
Register, Return and
Meeting of company.
Register
• Register of investment held by co.
in name of its nominee Sec.49(7)
• Register charges Sec.143
• Register and index of members
Sec.150 & 151
• Register and index of debenture
holders Sec.152
• Annual Returns Sec.163
Cont……..
• Register of contracts in which directors are
interested Sec. 301(5)
• Register of directors, manager & secretary
Sec.303
• Register of directors shareholding Sec.307
• Register of loans and investment Sec.372A
• Register of books of accounts Sec. 209(1)(a) to
(c).
• Non-statutory registers.
Register of investment held by co. in
name of its nominee Sec.49(7)
• Only one person at a time should
be allowed to inspect the register
• In case of default fine can be
exend to fifty thousand rupees.
• Entries in the register should be
authenticated by the secretary of
the company or by any other
person authorized by the board
Register Charges Sec.143
• Every company is required to keep at its
registered office
a Register of charges
• Register should contain:
A short description of the property charged
The amount of charge
• Under Sec.144 Open for Inspection
• If Default made Penalty up to Rs. 500/- &
further of Rs. 200/- for each day
Register and index of members
Sec.150 & 151
• Register of members (a)
• Register of members should be kept at the
registered office of the company
• Separate register should be maintained for
each class of equity and preference shares
(b) Index of members
• Every company having more than
50 members must maintain an
index of members
• Changes made in the register of
members must be recorded in the
index within 14 days
a) Register & Index of
Debenture Holders
• Sec.152 requires every company to
maintain the register of debenture
holders
• Necessary particulars should be
enter into
• Inspection of Register with or
without the payment of fees
• More than 50 debenture holders
required for index
Annual Return
Register of books of accounts Sec.
209(1)(a) to (c).
• Under Sec.209(1) of Companies Act, 1956
• Under Sec.209(6) provides that the person who
is responsible for keeping the books of
accounts
• Penalty for the contravention is imprisonment
for 6 months or fine upto Rs.10000/- or both.
Register of particulars of contracts in
which directors are interested (sec 301)
• Entries relating to contract must be
made within 7 days.
• Approval of the Central
Government is necessary in case of
company having paid-up share
capital of Rs. 1 crore.
• Need to be signed by all the
directors on board.
• In case of default fine up to Rs.
5000/-
Register of directors, manager &
secretary Sec.303
• Under Sec.303 of the Act the company should
maintain at registered office a Register of
Directors, Managing Director, Manager,
Secretary
• Other Particulars
• Nomination of Directors
• If default made a fine upto Rs. 500 for every
day during which the default continues.
Registers of directors
shareholdings (307)
• Register containing the number,
description and amount of any
shares in or debentures of
company or any other body
corporate.
• Purpose: Present and future policy
of the company
• Open for inspection by members
and debenture holders.
Register of Investments, Loan made,
Guarantee given or Security
provided to other body corporate
• Section 372A of the Companies Amendment Act,
1999
• Section 372A (5) a company shall keep a register
of Investments made, Guaranteed given or
Securities provided to other body corporate
• Other particulars should be entered in a
chronological order within 7 days
• If default made the penalty which may be
extend upto Rs. 5000/- & further Rs. 500 for every
day during which the default continues
Procedure for keeping registers and
returns at a place other than the
registered office
1.Call a meeting
2.Hold the board meeting and decide
• Place other than registered office
• To recommend a special resolution to the
shareholders of the company.
• To fix up date, time, place and agenda for
convening a general meeting
• To approve draft notice of the general meeting
Contd….
3. Notice of general meeting at least 21 days in
advance.
4. Send three copies of the notice of the meeting
to the stock exchanges
5. Send a copy of special resolution to the
concerned registrar of companies.
6. Hold the general meeting
7. File electronic form No. 23
8. Paint or affix the name and address of the
registered ofice
Non Statutory Registers
• Directors Attendance Book
• Shareholders Attendance Book
• Register of documents executed under common seal
• Register of share applications and allotments
• Register of investors complaint
Non Statutory Registers
• Register of share transfers
• Dividend register
• Register of bank A/C particulars
• Register of fixed assets
Returns
Forms, returns filled with ROC for registration-
Documents-
• printed copy of Memorandum & Articles of
Association.
•General power of attorney
•Certified true copy of letter received from ROC
Forms-
• Statutory declaration in electronic form no 1
• Electronic form no. 18
• Electronic form no. 32
Forms returns filled with ROC after
incorporation-
• Altering the provisions of the co’s
MOA(section 17)
• Changing the name of the co.
(section 21)
• Changing the AOA(section 31)
• Authorizing buy back of securities
• Commencement of any new
business line-[section 147(2A)]
• For requesting the government to
investigate the affairs of the co.
(section 237)
• Fixing the remuneration of
directors[section 309(1)]
• For making liability of director or
manager unlimited(section 323)
• Applying court for winding up of
co[section 433(a)]
Filing of returns with the registrar
of co. –
• Periodical returns
• Returns on occurrence of certain
events
Periodical returns
• Annual return u/s 159 or 160
• Balance sheet & p/l acc. Under
section 220
• Compliance certificate u/s 383A
Returns on occurrence of
certain events
• Returns as to allotment
• Returns of directors
• Returns as to alteration of
memorandum
• Returns as to alteration of share
capital
• Return of charges
• Return of foreign co’s
Filing fee
• Filing fee for co’s registered in
India
• Filing fee by foreign companies
Defective forms/documents
Forms/documents is defective if-
• Does not content necessary
enclosure
• Certain particulars in the
document have been left unfilled
• Document is not filed in particular
time or requisite fee is not paid.
• Document is not properly signed
or certified
Condonation of delay(section
637-B)
• Government may condone the
delay of filing the documents
• Registrar of co. condone the delay
of 30 days in filing electronic form
no. 8
• Delay more than 30 days can be
condoned by co. law board u/s 141
Penalty for filing false
documents(section 628)
• If any return, report, certificate,
bal. sheet, prospectus etc. required
for the purpose of any of the
provisions of the act if any person
makes a statement which is false
or omits material facts knowing it
to be material fact shall be
punishable with imprisonment for
2 yrs & shall also be liable to fine.
Meetings
Why meeting…….
• Whenever a decision has to be
taken by more than one persons.
• Decision have to be taken
collectively.
Following are the terms which are
commonly used in connection with
meeting
1. Notice. 09.Resolution
2. Agenda 10. Adjournment
3. Quorum 11. Postponement
4. Chairman 12. Vote
5. Minutes 13. Poll
6. Proxy 14.Minutes Book
7. Motion
8. Amendment
Meeting- Procedure
• Notice
• Agenda
• Proxy
• Voting
• Motions
• Resolution
Categories of Company
Meeting
Particulars Statutory Meeting Annual General Extra-ordinary
Meeting General Meeting
When to hold Not more than one AGM must be in every Sometimes matter
month and not later calendar year. Time arises which
than six month of gap between two require the
the date of succeeding AGM approval or
certificate of should not be more consent of the
commencement. than 15m. It should be shareholders.
held within 6m of the
choose of accounting
year.
Extension Time for No Such Provisions 3 months -
holding
Notice period 21 days 21 days 21 days
Who convenes the Board of Directors Board of Directors Board of Directors
meeting
Particulars Statutory Annual General Meeting Extra-ordinary General
Meeting Meeting
Who is Members of Every member of co., legal Shareholders of company
entitled to Company representative, auditors
Notice and the assignee of the
insolvent member of the
company
Time & Any city or Where Roc is situated Any city or place decided by
place place Board. And it can be on
decided by public holiday
Board
Business Any matter Ordinary business such as Approvals of the
Transacted relating to declaration of dividend, shareholders for borrowing
company appointment of director in beyond share capital and
formation or place of retiring, free reserves, or to mortgage
statutory appointment of auditor and the assets of the co. making
report their remuneration and further issue of share capital
special business.
Particulars Statutory Meeting Annual General Meeting Extra-ordinary
General Meeting
Resolution NO In case of special -
business. (not less than
14 days before the
meeting). It require
special notice
Penalty Extend to Rs. 5000/- Rs.5000/- ( If default -
continuing an additional
fine up to Rs.250 per
day.)
Adjournment Decided by members. Decided by members. -
Exemption Private Companies No -
from holding and Companies u/s.
43A
Report Statutory report -
Class Meeting of
shareholders
• Where the separate meeting of
shareholders of a particular class
could be held.
• For example :-
1. Meeting of equity
shareholders.
2. Meeting of preference
shareholders.
Creditors Meeting
• A company, either as a running concern or in
the event of winding up, has to make certain
arrangements with its creditors.
• Meetings of creditors may be called for this
purpose.
• These meetings can take in the form of of
meeting of debentureholder, meeting of
secured and unsecured creditors separately
or together.
Board Meeting.
• This meeting held most frequently
in the company.
• All the decision relating to the
conduct of business are taken in
Board Meeting.
Contd….
• At least once in 3 months.
• At least four meetings shall be held every
year.
• Quorum of Meeting :-
* 1/3 of total strength or 2 director whichever
is higher.
• Notice of Meeting
* should be given in writing for every BOD.
* If he fails to do so shall be punishable with
fine which may extend to Rs.1000/-
