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About the book The book is an overview of the provisions of the amendments to the Companies Act, 2013 made by the Companies (Amendment) Act, 2017. The Companies Amendment Bill, 2017 was passed by the Lok Sabha on 27th July, 2017 and the Rajya Sabha (without any modifications) on 19th December, 2017, followed by the President's assent on 3rd January, 2018. This First edition of e-book provides a quick overview to the readers about the changes in the provisions and covers the impact of these amendments on the Producer Companies. Key Features · Interpretational Guide on reading the Amendment Act. · The text of the Sections of the Companies (Amendment) Act, 2017. · The text of the Original Sections of the Companies Act, 2013. · The text of the New Sections of the Companies Act, after giving effect of the amendments. · A brief analysis of the changes occurring due to the amendments and their impact on other provisions of the Act, wherever necessary. · An Impact of the amendments on the Producer Companies.
This comprehensive guide offers detailed and accurate information on all provisions of the Companies Act 2013. It features a topic-wise commentary on each provision, providing valuable insights and practical guidance for companies and corporate professionals. This book addresses various practical issues faced by corporate entities and professionals. The Present Publication is the 15th Edition | July 2024 & updated till 10th June 2024. This book is authored by Taxmann's Editorial Board with the following noteworthy features: • [Topic-wise Commentary] The book covers over 40 key topics related to the Companies Act 2013, ensuring a detailed understanding of each provision • [Comprehensive Analysis] It includes a thorough analysis of all provisions of the Companies Act, supplemented with relevant Rules, Judicial Pronouncements, Circulars, and Notifications • [Practical Guidance] The book addresses practical issues faced by companies and corporate professionals, making it an indispensable resource for day-to-day corporate governance and compliance 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 incorporation • Memorandum 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 articles • Capital 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 securities • Further Issue of Securities o This chapter elaborates on rights issues, preferential allotment, bonus shares, sweat equity shares, and employee stock options • Reduction of Capital and Buy-back of Securities o Processes for reducing capital and buying back securities are detailed, including procedural aspects and legal requirements • Public Issue of Securities o It covers the background, stock exchange requirements, prospectus details, and penalties for violations related to public issues • Membership of Company o The chapter defines the rights and obligations of members, shareholding variations, and the procedures for maintaining a register of members • Transfer of Securities o Guidelines and procedures for the transfer of shares and securities, including legal restrictions and protections for transferees, are discussed • Nomination and Transmission of Shares o The procedures for nominating shares, involuntary transfers, and transmissions in various circumstances, including insolvency and mental incapacity • Democracy of Shareholders o This chapter emphasises the ultimate ownership by shareholders, detailing the types and procedures of shareholder meetings, including the annual general meeting • Procedure of General Meeting o It provides a comprehensive guide to conducting general meetings, including notices, voting procedures, and the role of the company secretary • Directors of Company o Roles, responsibilities, appointment processes, and the legal position of directors are explored, including remuneration and the concept of independent directors • Disqualifications and Removal of Director o The legal grounds for disqualification, procedures for removal, and the implications of director vacancies are thoroughly examined • Restrictions on Directors in Relation to Company o Detailed restrictions on directors' actions, such as related party transactions, loans, and contracts, are outlined • Duties, Rights, and Liabilities of a Director o An in-depth look at the legal duties, rights, and potential liabilities of directors under various circumstances • Meeting of the Board of Directors o This chapter details the procedures for board meetings, including agenda setting, quorum requirements, and the role of the chairperson • Report of Board to Members o The contents and requirements of the directors' report, particularly for listed companies, are explained • Corporate Governance o The principles and practices of corporate governance, including SEBI requirements, are discussed, emphasising transparency and integrity • Restrictions on Powers of Board o Legal restrictions on the board's powers, such as borrowing limits and investment rules, are outlined • Key Managerial Personnel o The roles and responsibilities of key managerial personnel, including managing directors and company secretaries, are analysed • Charge on Assets of the Company o Guidelines for securing borrowings through charges on company assets, including filing requirements and penalties for non-compliance • Debentures o The nature, types, and issuance procedures for debentures are detailed, along with protections for debenture holders • Public Deposits o Procedures and restrictions for accepting public deposits, including repayment requirements and exemptions • Accounts of the Company o Requirements for maintaining and auditing financial accounts, including the role of the National Financial Reporting Authority (NFRA) and accounting standards • Dividend o Rules and procedures for declaring and paying dividends, including SEBI requirements and provisions for unpaid dividends • Financial Audit of Accounts o The role and responsibilities of auditors, including appointment procedures and the scope of audit reports • Cost Audit and Secretarial Audit o Detailed processes for cost and secretarial audits, including applicable standards and the distinction from financial audits • Private Companies o Special provisions and requirements for private companies, including conversion processes and potential personal liabilities • Holding and Subsidiary Companies o Implications and legal provisions for holding and subsidiary relationships, especially for listed companies • Companies Licensed Under Section 8 o Requirements and regulations for non-profit companies and electoral trusts • Government Companies o Special provisions for companies where the government is a major shareholder, including audit and reporting requirements • Foreign Company o Regulations applicable to foreign companies operating in India, including limitations and share issuance rules • Other Types of Companies o Provisions for small companies, one-person companies, dormant companies, and specific industry-related companies like banking and insurance • Miscellaneous Provisions in Company Law o Additional regulations and procedural aspects, including service of documents, mediation, and the Insolvency and Bankruptcy Code • Overview of NCLT Related Issues o Comprehensive coverage of the National Company Law Tribunal's (NCLT) role, procedures for mergers, takeovers, and insolvency resolution • Penalties and Punishments o General and specific provisions regarding penalties for non-compliance, fraud, and other offences • Rules of Interpretation o Guidelines for interpreting company law statutes, including general and specific rules, aids, and presumptions • Miscellaneous o Additional provisions covering document service, removal of company names, jurisdiction of courts, and rule-making powers
About the Book In India, the Companies are managed by the directors who are collectively called as "the Board of Directors". The concept of Corporate Governance has brought drastic changes in the composition of Board of Directors, which has introduced few new categories of directors such as Independent Directors, Woman Directors, Resident Directors etc. This book covers a detailed discussion on duties of directors to aid the readers in understanding the nitty-gritties of all the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards in a simple and easy to refer format. The intention is to provide an idea about the provisions and responsibilities of the persons who are working in the capacity of directors as well as who are proposed to get appointed as such. It is divided into various chapters providing an exhaustive write up on various provisions relating to directors starting from the eligibility of a person to get appointed as a director in the company till the liabilities of a person as a director under the liquidation and winding up of a company. The book also provides the necessary assistance to the persons who are helping the directors in execution of their functions and gives a practical perspective on the provisions relating to acquisition of Director Identification Number (DIN)/Digital Signature Certificate (DSC), eligibility, kinds of directors, committees of directors, meetings of directors, remuneration etc. It also covers the provisions and treatment of various transactions in relation to directors such as accepting of loans, granting loans to directors, related party transactions in between the company and the directors, various documents, including Board's Report & registers to be signed by the directors etc. Key Features Comprehensive coverage of provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Revised Secretarial Standards impacting the directors. Analysis of the elementary provisions of law relating to directors. Novel provisions relating to Independent Directors, Woman directors, Resident directors, CSR etc. Comprehensive list of offences, punishments and legal recourse available to the directors. Checklists and important points at relevant places to provide a quick guidance of the provisions. Covers the provisions and impact of the revised Secretarial Standards on Meetings of the Board of Directors (SS1) Issued by ICSI, to be effective from 1 October 2017.
About the Book This book is a one-stop comprehensive referencer and is a must have for conducting Secretarial Audits and Annual Return Certification. The Audit checklists included in the book are flexible enough to be tailored to suit the need of any voluntary audit for all types of companies. The primary aim of the book is to serve the need of a Company Secretary in practice conducting all these audits. However, the book is also useful for the auditee listed or public companies along with the private companies to ensure that they are in full compliance with the law and ready to face any audit or regulatory action. A Company Secretary employed in any company may use this book as a guide to effectively discharge his duties under the section 205 of the Companies Act, 2013 or implement systems in his organisation. Key Highlights Contains ready-to-use and easy-to-use tabular format for Audit checklists for conducting following Audits of Listed/ Unlisted Public/ Private Companies: – Annual Return Certification. – Secretarial Audit under section 204 of the Companies Act, 2013. – Audit report and Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Covers the applicable provisions of: – the Companies Act, 2013, – the Securities and Exchange Board of India Act,1992, – the Foreign Exchange Management Act, 1999, – the Securities Contracts (Regulation) Act, 1956, and – the Depositories Act, 1996. together with the rules and regulations relevant for the audit purpose. Contains Annual Compliance Calendar for all companies as well as Periodic Returns for NBFCs. Contains ancillary audit documents like Balance Sheet Scrutiny form, Lists of documents required for conducting Audits, Format of Management Representation Letter. Includes list of industry-wise applicable laws.
Highlights ? A complete guide to provisions, procedure and judicial precedents on offences and contraventions under the Company Law, Securities Laws and FEMA. ? Compounding of offences and adjudication of penalties and appeals thereof. ? Directions, disgorgement and settlement of proceedings under Securities Laws and other Relief and Remedies under the Companies Act, 2013. ? Search, seizure, enquiry, inspection and investigation under the Company Law, Securities Laws and FEMA. ? Crisp account of cognizable, bailable and non-bailable offences ? Trial procedures, and quashing of criminal complaints under the Criminal Procedure Code.
The Handbook on Independent Directors covers the roles, duties, responsibilities and authority of corporate directors. This handbook on Independent Directors is the perfect guide and must have for ID’s who want to have a better understanding of their role in the Board, and perform effectively. It is the perfect tool to help be aware of all aspects of being an Independent Directors.
About the Book The book seeks to provide readers with a practical insight into provisions of FEMA and associated laws in the form of commentary. General focus of exchange control laws has gradually shifted over time to compliance, reporting and documentation. Given that FEMA provides for significant penalty and prosecution; there is little room for non-compliance. This book is an attempt to provide professionals and compliance officers with essential knowledge and tools to understand and undertake the necessary compliances. The book provides the latest position without compromising on changes in the law that have taken place over time. This book is an attempt to equip professionals, be it CS, CA, CMA or corporate lawyers, who are desirous of undertaking compliances or practicing on exchange control laws with the requisite knowledge and expertise. It seeks to be a practical guide to interpretation and compliances under exchange control laws. The book promises to be the go-to resource for exchange control laws for current and would be professionals and compliance officers. Key features Extensive coverage of FEMA and its allied rules and regulations with Commentary. Explanation of complex concepts in a lucid manner using illustrations and examples so as to provide clarity and better understanding of the law. Diagrammatic and tabular representation of various concepts for simple and quick understanding. Covering pertinent answers to issues not explicitly defined by law but clarified through practice or interpretation of the regulators. Comprehensive coverage of: (i) FEMA & Allied Acts: – Foreign Exchange Management Act, 1999 – Foreign Contribution (Regulation) Act, 1976 – Foreign Exchange Regulation Act, 1973 – Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 – Foreign Trade (Development and Regulation) Act, 1992 – Prevention of Money Laundering Act, 2002 – Smugglers and Foreign Exchange Manipulators (Forfeiture of Property) Act, 1976 (ii) Rules and Regulations issued under FEMA Act, 1999 (iii) Forms (iv) FAQs issued by Reserve Bank of India (v) Press Notes (vi). Notifications issued under FEMA (vii). AP DIR Circulars (viii). Consolidated FDI Policy Circular of 2020 effective from October 15, 2020 (ix). Master Directions
About the Book The book seeks to provide readers with a practical insight into provisions of FEMA and associated laws in the form of commentary. General focus of exchange control laws has gradually shifted over time to compliance, reporting and documentation. Given that FEMA provides for significant penalty and prosecution; there is little room for non-compliance. This book is an attempt to provide professionals and compliance officers with essential knowledge and tools to understand and undertake the necessary compliances. The book provides the latest position without compromising on changes in the law that have taken place over time. This book aims to equip professionals, be it CS, CA, CMA or corporate lawyers, who are desirous of undertaking compliances or practicing on exchange control laws with the requisite knowledge and expertise. It seeks to be a practical guide to interpretation and compliances under exchange control laws. The book promises to be the go-to resource for exchange control laws for current and would be professionals and compliance officers.
About the Book Ready Reckoner for Valuers is strived to equip the readers with meaning of valuation, purpose of valuation and selection of appropriate valuation approaches and methods. This book also explains various formulas to be applied in valuations such as Ratio Analysis, Computation of Present Value, Discount Rate, Computation of Beta, Computation of Terminal Value, Computation of IRR and Computation of Option Valuation, etc. It covers the valuation of Equity shares, Preference shares, Convertible instruments, ESOP, Sweat Equity, Trade Mark, Brand, Customer relationship along with Specimen of Valuation Reports, Specimen Engagement Letters and Specimen of Management Representation Letter. The book has a dedicated chapter on Start-ups' Valuation which has been curated looking at the budding entrepreneurial talent in the recent times. A separate chapter discussing the potential impact of Environment, Governance and Social (EGC) on valuation has also been made part of this book. Extracts of relevant provisions of the statutes, Guidance Note on Share Based Payments 2020 issued by ICAI, FIMMDA guidelines, Beta by Professor Damodaran etc forms part of a comprehensive List of Annexures appearing at the end of this book.
This book is a comprehensive compendium that provides complete, updated, amended, and annotated texts of all provisions of the GST Law. It is organized into eleven parts: • Part 1 – GST Ready Reckoner • Part 2 – GST Acts • Part 3 – GST Rules • Part 4 – Reverse Charge Mechanism • Part 5 – Forms & Proformas • Part 6 – State GST & Compensation Cess • Part 7 – Circulars, Press Releases & Public Notices • Part 8 – Case Laws Digest • Part 9 – Notifications • Part 10 – Appeals & Revisions • Part 11 – Index to Notifications This book is helpful for tax practitioners, consultants, chartered accountants, auditors, business owners, managers, government officials, and policymakers, providing them with up-to-date information on GST. The Present Publication is the 20th Edition | 2024-25, updated until 23rd July 2024. It is authored by R.K. Jain and edited by CA. (Dr) Arpit Halida. The coverage of this book is as follows: • GST Ready Reckoner • GST Acts o CGST Act, 2017 o CGST (Extension to Jammu and Kashmir) Act, 2017 o IGST Act, 2017 o IGST (Extension to Jammu and Kashmir) Act, 2017 o UTGST Act, 2017 o GST (Compensation to States) Act, 2017 o Constitution (One Hundred and First Amendment) Act, 2016 o Validating Provisions relating to Goods and Services Tax • GST Rules • Reverse Charge Mechanism for Goods & Services • GST Forms & Proformas • State GST & Compensation Cess • Circulars, Press Releases & Public Notices o Departmental Clarification, Flyers/Leaflets, Circulars, Public Notices & Press Releases on GST • Case Laws Digest • Notifications o Notifications issued under CGST/IGST/UTGST/SGST (including those issued by States) • Appeals & Revisions o GST Appellate Tribunal – Notifications & Order • Index to Notifications