Recording Date: November 27, 2014

CA Intermediate(IPC) Course Paper 2

Law, Ethics and Communication - Unit 1

CA. Arun K. Agarwal, ACA & ACS

© The Institute of Chartered Accountants of India

 • This lecture has been delivered by faculty members to supplement the
Study Material, Practice Manual and other content
1

• The views expressed in this lecture are of the Faculty Member.

2
• The content of this video lecture has not been specifically discussed
by the Council of the Institute or any of its Committees and the views
expressed herein may not be taken to necessarily represent the views
3 of the Council or any of its committees

© ICAI, 2014 2

The e-Lectures, PPT, Podcasts
and Video lectures on ICAI
Cloud Campus aim to
supplement the Study Material,
Practice Manual and
Supplementary Study Material
Due to changes in law, there is
likely to be some time gap
between these changes and the
recording of updated lectures.
© ICAI, 2014
Recording Date: November 27, 2014
The lecture recordings are made
according to the syllabus and
laws existing/ applicable as on
the date of recording.
Hence, students are advised to
refer to the Study Material
including Supplementary Study
Material, if any, and other
relevant legislation for latest
provisions/ amendments
required for forthcoming
examination.
3
 The study of law requires a clear
The Companies Act, 1956 has
understanding of the legal
been replaced by the new
provisions as included in the Act.
Companies Act, 2013. Hence, all
Therefore, the students are
provisions will be explained in
advised to understand and grasp
respect of the new Act.
the language in the Act.

Law cannot be studied through

system of salient points. Every
word given in an Act needs to be
understood. Sometimes, an
insignificant looking word or
phrase in an Act may change the
judgment completely
Quoting sections and sub
sections is not important. The
key thing is to quote the right
sections and sub sections OR
not to quote the sections at all.

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 Empowering Speedy settlement
Improving
Members & of Company
Corporate
Directors to run Disputes (NCLT &
Governance
Company NCLAT)

Increased Stringent
Simplifying
Accountability in Punishments for
Company Law
Corporate Violations and
(Reduced Sections)
Governance (KMPs) Mismanagement

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 Definitions of Key Formation of Memorandum &
Terms in Co Law Companies Articles

Companies with Amendment of

Charitable Registered Office Memorandum &
Objectives Articles

Conversion of
Companies

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 Definition of Prospectus [Section 2 (70)]
• Section 2 (70) defines a “prospectus” means any document
described or issued as a prospectus and includes a red herring
prospectus referred to in section 32 or shelf prospectus referred to
in section 31 or any notice, circular, advertisement or other
document inviting offers from the public for the subscription or
purchase of any securities of a body corporate

Abridged Prospectus [Section 2 (1)]

• “abridged prospectus” means a memorandum containing such
salient features of a prospectus as may be specified by the
Securities and Exchange Board by making regulations in this
behalf.

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 • “company” means a company incorporated
Company under this Act or under any previous company
Section 2 law
(20)

• “company limited by guarantee” means a

Company company having the liability of its members
Limited by limited by the memorandum to such amount
Guarantee as the members may respectively undertake
Section 2 to contribute to the assets of the company in
(21) the event of its being wound up.

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 Company • “company limited by shares” means a company
Limited by having the liability of its members limited by the
Shares memorandum to the amount, if any, unpaid on
Section 2 the shares respectively held by them.
(22)

• “associate company”, in relation to another

Associate company, means a company in which that other
Company company has a significant influence, but which
Section 2 is not a subsidiary company of the company
(6) having such influence and includes a joint
venture company.

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 • “authorised capital” or “nominal capital”
Authorized means such capital as is authorised by the
Capital memorandum of a company to be the
Section 2
(8) maximum amount of share capital of the
company.

Called up • “called-up capital” means such part of the

Capital capital, which has been called for payment.
Section 2
(15)

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 • “Board of Directors” or “Board”, in
Board of relation to a company, means the
Directors collective body of the directors of the
section 2 (10)
company.

• “Chief Executive Officer” means an

officer of a company, who has been
Chief Ex Officer
designated as such by it.
Section 2 (18)

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 • “Chief Financial Officer” means a
CFO person appointed as the Chief Financial
section 2 (19) Officer of a company

• “company secretary” or “secretary” means a

company secretary as defined in clause (c) of
Co Secretary sub-section (1) of section 2 of the Company
Section 2 (24) Secretaries Act, 1980 who is appointed by a
company to perform the functions of a company
secretary under this Act.

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 • “company secretary in practice” means a
Co Secretary company secretary who is deemed to be in
in Practice practice under sub-section (2) of section
section 2 (25) 2 of the Company Secretaries Act, 1980.

• “debenture” includes debenture stock, bonds or

any other instrument of a company evidencing
Debenture a debt, whether constituting a charge on the
Section 2 (30) assets of the company or not.

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 Director

section 2 (34)
• Means a director appointed to the Board.

Dividend
• “dividend” includes any interim dividend

Financial Statement

Section 2 (40)
• “financial statement” in relation to a company, includes:
• a balance sheet as at the end of the financial year;
• a profit and loss account, or in the case of a company carrying on any activity not
for profit, an income and expenditure account for the financial year;
• cash flow statement for the financial year;
• a statement of changes in equity, if applicable; and
• any explanatory note annexed to, or forming part of, any of the above statements.

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 Independent Director

section 2 (47)
• “independent director” means an independent director referred to in
sub-section (5) of section 149 of the Act.
Free Reserves Section 2(43)
• “free reserves” means such reserves which, as per the latest audited
balance sheet of a company, are available for distribution as dividend.
Provided that—
• any amount representing unrealised gains, notional gains or revaluation
of assets, whether shown as a reserve or otherwise, or
• any change in carrying amount of an asset or of a liability recognised in
equity, including surplus in profit and loss account on measurement of the
asset or the liability at fair value, shall not be treated as free reserves.

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 • “key managerial personnel”, in relation to a company, means:
• The Chief Ex Officer, Managing Director or the Manager;
Key • The Company Secretary;
Managerial • The whole time director;
Personnel • Chief Financial Officer;
section 2 (51) • Any other officer as may be prescribed

• “manager” means an individual who, subject to the

superintendence, control and direction of the Board of
Directors, has the management of the whole, or
substantially the whole, of the affairs of a company, and
Manager includes a director or any other person occupying the position
Section 2(53) of a manager, by whatever name called, whether under a
contract of service or not

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 Managing Director

Section 2 (54)
• “managing director” means a director who, by virtue of the articles of a
company or an agreement with the company or a resolution passed in
its general meeting, or by its Board of Directors, is entrusted
with substantial powers of management of the affairs of the
company and includes a director occupying the position of managing
director, by whatever name called.
Section 2(75)
• “Registrar” means a Registrar, an Additional Registrar, a Joint
Registrar, a Deputy Registrar or an Assistant Registrar, having the duty
of registering companies and discharging various functions under this
Act.

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 Officer in Default

Section 2(60)
• “officer who is in default”, for the purpose of penalizing an officer of the
company as one who is in default, under the Companies Act, means any of
the following officers of a company, namely:
• Whole time director;
• key Managerial Personnel
• where there is no key managerial personnel, such director or directors as
specified by the Board in this behalf and who has or have given his or
their consent in writing to the Board to such specification, or all the
directors, if no director is so specified;
• any person who, under the immediate authority of the Board or any key
managerial personnel, is charged with responsibility including
maintenance, filing or distribution of accounts or records, authorises,
actively participates in, knowingly permits, or knowingly fails to take active
steps to prevent, any default

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 • Seven or more persons, if the company formed is a public
company;
Section 3(1): A
• Two or more persons, if the company formed is a private
company may company;
be formed for • One person, if the company formed is a one person company
any lawful which will be deemed a private company;
purpose by: • Subscribing their names or his name (one person company), to
the Memorandum and complying with this Act for registration of
Companies

Section 3 (2):
A company • A company limited by shares;
formed under • A company limited by guarantee;
this Act, may • An unlimited Company
either be:

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 • The name of the company with the last word “Limited”
in the case of a public limited company, or the last
words “Private Limited” in the case of a private limited
company;
Matters or • the State in which the registered office of the company
is to be situated;
clauses to be • the objects for which the company is proposed to be
included in incorporated and any matter considered necessary in
furtherance thereof;
the • the liability of members of the company, whether
Memorandum limited or unlimited, and also state:
Section 4(1) • in the case of a company limited by shares, that
liability of its members is limited to the amount
unpaid, if any, on the shares held by them; and
• in the case of a company limited by guarantee, the
amount up to which each member undertakes to
contribute in the event of the company being wound
up;

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 • in the case of a company having a share
capital:
• the amount of share capital with which the
company is to be registered and the division
Matters or thereof into shares of a fixed amount and
clauses to be the number of shares which the subscribers
included in to the memorandum agree to subscribe
the which shall not be less than one share; &
Memorandum • the number of shares each subscriber to the
Section 4(1) memorandum intends to take, indicated
opposite his name.
• in the case of One Person Company, the
name of the person who, in the event of death
of the subscriber, shall become the member of
the company

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 • Under sec 4(2) the name in the Memorandum shall not :
• be identical with or resemble closely the name of an existing
company registered under this Act or any previous company
law; or
Restrictions • be such that its use by the company:
or Non • will constitute an offence under any law being in force for
the time being; or
Permissible • is undesirable in the opinion of the Central Govt.
Name of • Under section 4(3) a company shall not be registered with a
Companies name which contains:
• any word or expression which is likely to give the impression
[section 4(2)] that the company is in any way connected with, or having
the patronage of, the Central government, any State
Government, or any local authority, corporation or body
constituted by the Central Government or any State
Government under any law for the time being in force; or
• such word or expression, as may be prescribed, unless the
consent of the Central Govt is obtained to use such word.

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 In terms of section 12 (1) a company shall, on and from the fifteenth
day of its incorporation and at all times thereafter, have a
registered office capable of receiving and acknowledging all
communications and notices as may be addressed to it.

Further section 12 (2)The company shall furnish to the Registrar

verification of its registered office within a period of thirty days of its
incorporation in such manner as may be prescribed.

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 Under Section 12(3) Of The Companies Act, 2013every Company Shall:

(A) Paint Or Affix Its Name, And The Address Of Its Registered Office, And
Keep The Same Painted Or Affixed, On The Outside Of Every Office Or Place
In Which Its Business Is Carried On, In A Conspicuous Position, In Legible
Letters, And If The Characters Employed Therefor Are Not Those Of The
Language Or Of One Of The Languages In General Use In That Locality, Also
In The Characters Of That Language Or Of One Of Those Languages;

Have Its Name Engraved In Legible Characters On Its Seal;

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Get Its Name, Address Of Its Registered Office And
The Corporate Identity Number Along With Telephone
Number, Fax Number, If Any, E-mail And Website Addresses, If
Any, Printed In All Its Business Letters, Billheads, Letter Papers
And In All Its Notices And Other Official Publications; And

Have Its Name Printed On Hundies, Promissory Notes, Bills Of

Exchange And Such Other Documents As May Be Prescribed

25
 • Under section 4(4) an application by a person intending to
form a company must be filed with the Registrar in the
prescribed form and manner along with the prescribed fee
Secure Name for for the reservation of the name out of a few suggested
the proposed names;
company
• Under section 4(5) the Registrar shall on receipt of the
application and on finding the proposed name available and
not objectionable, reserve the same for a period of sixty days
from the date of application.

• Draft the Memorandum of the proposed company laying

down its constitution and objectives;
Draft the • Draft the Articles which under section 5(1) shall contain the
Memorandum & regulations for the management of the company
Articles
• Under section 5(6) the Articles of the company shall be in
the respective forms specified in Tables F, G, H, I & J of
Schedule 1 of the Act;

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 Filing of • The next step is to file the documents specified in section
documents with 7(1) of the Companies Act, 2013 with the Registrar of the
Registrar state in which the company is proposed to be registered.

• Under section 7(2) The Registrar on the basis of

documents and information filed under sub-section (1)
Registration shall register all the documents and information referred to in
that sub- section in the register and issue a certificate of
incorporation in the prescribed form to the effect that the
proposed company is incorporated under this Act.

• Section 7(3) provides that on and from the date mentioned

in the certificate of incorporation, issued under section 7(2)
Corporate as above, the Registrar shall allot to the company a
Identity No. corporate identity number, which shall be a distinct identity
for the company and which shall also be included in the
certificate.

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 Under section 8(1) of the Companies Act, 2013 where it is proved
to the satisfaction of the Central Government that a person or an
association of persons proposed to be registered under this Act as
a limited company:

has in its objects the promotion of commerce, art, science, sports,

education, research, social welfare, religion, charity, protection of
environment or any such other object;

Intends to apply its profits, if any, or other income in promoting its

objects; and

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Intends to prohibit the payment of any dividend to
its members
• the Central Government may, by licence issued in such
manner as may be prescribed, and on such conditions as it
deems fit, allow that person or association of persons to be
registered as a limited company under this section without
the addition to its name of the word “Limited”, or as the case
may be, the words “Private Limited”, and thereupon the
Registrar shall, on application, in the prescribed form,
register such person or association of persons as a
company under this section.

29
 Under section 8(2) of the Companies Act, 2013 a company
registered under this section shall enjoy all the privileges and be
subject to all the obligations of limited companies.

Section 8(3): A firm may be a member of the company registered

under this section.

Section 8(4):

• A company registered under this section shall not alter the provisions of its
memorandum or articles except with the previous approval of the Central
Government.;
• A company registered under this section may convert itself into company of any
other kind only after complying with such conditions as may be prescribed.

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D. Section 8(6): The Central Government may, by order, revoke the licence granted to
a company registered under this section if the company contravenes:
• a. any of the requirements of this section; or
• b. any of the conditions subject to which a licence is issued; or
• c. the affairs of the company are conducted fraudulently or in a manner violative of the objects of the
company ; or
• d. prejudicial to public interest,

E. The Central Government may, under section 8(6) by order, also direct the company
to convert its status and change its name to add the word “Limited” or the words
“Private Limited”, as the case may be.

Provided that no such order shall be made unless the company is given a reasonable
opportunity of being heard.

Provided further that a copy of every such order shall be given to the Registrar.

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 Effect of Registration Section 9
• From the date of incorporation mentioned in the certificate of
incorporation, such subscribers to the memorandum and all
other persons, as may, from time to time, become members of
the company, shall be a body corporate by the name
contained in the memorandum, capable of:
• exercising all the functions of an incorporated company under
this Act; and
• having perpetual succession ;and
• a common seal; with power to
• acquire, hold and dispose of property, both movable and
immovable, tangible and intangible,
• to contract and to sue and be sued, by the said name.

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 • Sub section (1): Subject to the provisions of this
Act, the memorandum and articles shall, when
registered, bind the company and the members
thereof to the same extent as if they
respectively had been signed by the company
Effect of
Memorandum and by each member, and contained covenants
& Articles on its and his part to observe all the provisions
Section 10 of the memorandum and of the articles.
• Sub section (2): All monies payable by any
member to the company under the
memorandum or articles shall be a debt due
from him to the company.

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 A company having a share capital shall not
commence any business or exercise any borrowing
powers unless—
• a declaration is filed by a director in such form and verified in
such manner as may be prescribed, with the Registrar that
every subscriber to the memorandum has paid the value of the
shares agreed to be taken by him and the paid-up share capital
of the company is not less than five lakh rupees in case of a
public company and not less than one lakh rupees in case of a
private company on the date of making of this declaration; and
• the company has filed with the Registrar a verification of its
registered office as provided in section 12(2).

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 Section 11 (2)
• If any default is made in complying with the requirements of this
section, the company shall be liable to a penalty which may extend
to five thousand rupees and every officer who is in default shall be
punishable with fine which may extend to one thousand rupees for
every day during which the default continues.
Section 11 (3)
• Where no declaration has been filed with the Registrar under
clause (a) of sub- section (1) within a period of one hundred and
eighty days of the date of incorporation of the company and the
Registrar has reasonable cause to believe that the company is not
carrying on any business or operations, he may, without prejudice
to the provisions of sub-section (2), initiate action for the removal of
the name of the company from the register of companies

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 The Memorandum of a company lays down its broad constitution or its ambit or scope of
existence, hence a company can act only within the framework of its Memorandum.
However, Memorandum of a company may be altered by following a process as laid
down in section 13 of the Companies Act, 2013

• Sec 13(1): The Memorandum of a company may be altered by passing a special

resolution. In addition to the approval of the members, additional approvals may be
required for alteration to certain clauses of the Memorandum.
• Sec 13(2)Any change in the name of a company shall not have effect except with the
approval of the Central Government in writing, except where the change in name is
the deletion or addition of the word “Private” on conversion of a company from one
class to another;
• Sec 13(3): When any change in the name of a company is made under sub-section
(2), the Registrar shall enter the new name in the register of companies in place of
the old name and issue a fresh certificate of incorporation with the new name and the
change in the name shall be complete and effective only on the issue of such a
certificate;
• Sec 13(4): The alteration of the memorandum relating to the place of the registered
office from one State to another shall not have any effect unless it is approved by the
Central Government on an application in the prescribed form and manner

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 Sec 13(6): A company shall, in relation to any alteration of its memorandum, file with the
Registrar, the following documents:
a. The special resolution passed by the company under sub section (1);
b. the approval of the Central Govt under sub-section (2), if the alteration involves any
change in the name of the company.

Sec 13(7): Where an alteration of the memorandum results in the transfer of the
registered office of a company from one State to another, a certified copy of the order of
the Central Government approving the alteration shall be filed by the company with the
Registrar of each of the States within such time and in such manner as may be
prescribed, who shall register the same, and the Registrar of the State where the
registered office is being shifted to, shall issue a fresh certificate of incorporation
indicating the alteration.

Sec 13(9): The Registrar shall register any alteration of the memorandum with respect
to the objects of the company and certify the registration within a period of thirty days
from the date of filing of the special resolution in accordance with clause (a) of sub-
section (6) of this section as stated above.

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 Sec 13(10): No alteration made under this section shall have any
effect until it has been registered in accordance with the provisions
of this section.

Sec 13(11): Any alteration of the memorandum, in the case of a

company limited by guarantee and not having a share capital,
purporting to give any person a right to participate in the divisible
profits of the company otherwise than as a member, shall be void.

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 Sec 14(1): Subject to the provisions of this Act and the conditions
contained in its memorandum, if any, a company may, by a special resolution, alter
its articles including alterations having the effect of converting:
a. a private company into a public company; or
b. a public company into a private company
Provided that where a company being a private company alters its articles in such a
manner that they no longer include the restrictions and limitations which are required
to be included in the articles of a private company under this Act, the company shall,
as from the date of such alteration, cease to be a private company;
Provided further that any alteration having the effect of conversion of a public
company into a private company shall not take effect except with the approval of the
Tribunal which shall make such order as it may deem fit.

Sec 14(2): Every alteration of the articles under this section and a copy of the order of
the Tribunal approving the alteration as per sub-section (1) shall be filed with the
Registrar, together with a printed copy of the altered articles, within a period of
fifteen days in such manner as may be prescribed, who shall register the same.

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 Under section 19(1) of the Companies Act, 2013 no company shall,
either by itself or through its nominees, hold any shares in its holding
company and no holding company shall allot or transfer its shares to
any of its subsidiary companies and any such allotment or transfer of
shares of a company to its subsidiary company shall be void.
However, a subsidiary company may hold shares in its holding
company under the following exceptional circumstances:
a. As a legal representative of a member of its holding company;
b. As a trustee;
c. The subsidiary company is a shareholder even before it became a
subsidiary of the holding company;
Provided that the subsidiary company will have a right to vote at a
meeting of its holding company only under clauses a and b above.

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 Under section 20(1) of the Companies Act, 2013 a
document may be served on a company or an officer
thereof by sending it to the company or the officer at the
registered office of the company by registered post or by
speed post or by courier service or by leaving it at its
registered office or by means of such electronic or other
mode as may be prescribed.
Under section 21 of the Companies Act, 2013 a document
or proceeding requiring authentication by a company; or
contracts made by or on behalf of a company, may be
signed by any key managerial personnel or an officer of the
company duly authorised by the Board in this behalf.

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 Mention the key characteristic features
of a company under the provisions of
the Companies Act, 2013.

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 Examine the circumstances under
which the Courts may disregard the
Company’s Corporate Personality.

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 a. A company in the eyes of law is regarded as an entity separate and distinct from its
members. Any of its members can enter into contracts with the company in the same
manner as with any other individual. Further, a shareholder or member of a company
cannot be held liable for the acts of the company even if he holds virtually the entire share
capital. The company’s money and property belong to the company, and not to the
shareholders. This principle of differentiating the legal entity of the company from that of its
shareholders may be referred to as ‘the veil of incorporation’. The Courts in general
consider themselves bound by this principle.
b. However, under certain exceptional circumstances the courts may disregard or pierce the
corporate veil of a company and hold persons controlling the affairs of the company liable
for the acts of the company.
1. Protection of Revenue – if the company is formed to evade taxes as a shell
company;
2. Prevention of Fraud – Company formed as a front for fraudulent transactions
3. Protecting public policy – Company formed to do transactions agianst public
interest and public policy

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 Can a non-profit organization be
registered as a company under
the Companies Act, 2013? If so,
what procedure does it have to
adopt?

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 Registration of a non-profit organisation as a company:
According to section 8 (1) of the Companies Act 2013, the
Central Government may allow an association of persons
to be registered as a Company under the Companies Act if
it has been set up for promoting commerce, arts, science,
sports, education, research, social welfare religion, charity
protection of environment or any such other useful object
and intends to apply its profits or other income in promotion
of its objects . However, such company has to prohibit
payment of any dividend to its members.

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 Procedure: An association of persons intending to carry any or all or some of the
activities mentioned in section 8 (1) as mentioned above, has to apply to the Central
Government seeking its permission for being set up as a company under the Act. The
central government if satisfied on the above may by the issue of a licence in such
manner as may be prescribed and on such conditions as it may deem fit, allow such
association to be registered as a limited company under section 8 (1) without the
addition of word “Limited” or words “Private Limited” as the case may be, to its name.
After the issue of the licence by the Central Government, an application must be
made to the Registrar in the prescribe form after which the Registrar will register the
association of persons as a company under section 8(1).
Under section 8 (2) a company registered under section 8 (1) as above, shall enjoy all
the privileges and be subject to all the obligations of a limited company.
This licence issued by the Central Government is revocable, and on revocation the
Registrar shall put the words ‘Limited’ or ‘Private Limited’ against the company’s name
in the Register. But before such revocation, the Central Government must give the
company a written notice of its intention to revoke the licence and provide an
opportunity to it to be represented and heard in the matter.

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 With reference to the provisions of
the Companies Act, 2013 explain
the circumstances under which a
subsidiary company can become
a member of its holding company

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 In accordance with the provisions of Section 19 of the
Companies Act, 2013, a subsidiary company cannot either by
itself or through a nominee hold any shares in its holding
company and any allotment or transfer of shares in a company to
its subsidiary is void.
The section however does not apply where:
(a) the subsidiary company holds shares in its holding
company as the legal representative of a deceased
member of the holding company, or
(b) the subsidiary company holds such shares as a trustee, or
(c) the subsidiary company was a shareholder in the holding
company even before it became its subsidiary.

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 Which of the following is true, under the provisions of the Companies
Act, 2013:
a. The name clause in the Memorandum can be altered by a special
resolution of the company and the approval of the Registrar;
b. The Articles of a company can be altered by a special resolution of
members;
c. The Registered Office of a company may be changed from one state
to another with the approval of the company by special resolution
and with the approval of the National Co Law Tribunal.

© ICAI, 2014 51
 The correct answer is b, that
is that the Articles of a
company may be changed by
a special resolution of the
company passed at a general
meeting of its members.

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© ICAI, 2014