“Topie Chapter 1 Appointment and Qualifications of Directors Topic Need for directors _ Moasng of ‘direc end Boa ofdrecin’” Meaning of ‘exeutve dveors” and “nonenecuive eto Oniy individuals to be directors and prohibition of assignment of fice 149 and 166 12 Duties of etre — 166. | Diestor Menieation Nomber(DIN) TSG) and 15910159 | 4 Qualifications and disualfications of directors 164 19 ‘Vacation of office by directors 6 10 Number of directors 149(1) and @) 119 10 Number of aesorsipe — Ls ial “LIL P Resignation of directors = 6" 126] 112 | Appointment of directors to be voted on individually 168 123 13 | First directors oo 1520) 1 1:14 _| General provisions reaing wo appointment of director TQ) @ | 132 1.15 _ | Rotational and non-rotational directors, and retirement of directors 152(6) and (7) 133 [1.16 [Right of persons other than retiring directors to stand for directorship 160 143 [1117 [Appointment of eiretos by proportional representation 16 146 Vit [Aeimmetotvomm diet ini io yay | 1119 | Tadian resident director : : 149) 1S [120 | Independent directors 49 1st 1.21 | Code for independent directors (Schedule TV tothe Companies Act, 2013) - Le yl so 16s independent directors 1.23 _| Appointment of directors by small shareholders - | 151 167, [1:24 | Appoinment ofa dna decor — ia | 1.25 _| Filling of esual vacancies by the Board _ L161) 181 1.26 _| Appointment of an alternate director a cee 1612) 1.84 1.27 _| Appointment of directors by third parties, ie, Nominee directors 1613) 1.89 128 _| Removal of divetr by shareholders 169 190 1.29 | Register of directors and key managerial personnel and their sharholding 70 195 1.30 aaa ai the Register of directors and key managerial personnel im 1.96 TAL | Punishment for contravention of hapierxI_—=SSCSCSSCSCSCSSS*UC 196 | ‘Chapter 2 Meetings of Board and its Powers Papi pi seeton | Page Na | | 2.1 | Am introduction to Board meetings - |= at 22 | Voting at Board meeting (ee 2 | 1s16 A Textbook by CA CS Munish Bhandari 2.3 | Authority to calla Board meeting = 23 2.4 _ | Number of Board meetings 173q)and@) | 23 [2.5 _ | Board meetings through electronic mode/video conferencing 173) 26 2.6 _ | Notice ofa Board meeting _ 173@) and) | 2.11 2.7 | Quorum for a Board meeting 14 2.18 2.8 | Recourse when quoram is not present = 2.24 2.9 _| Passing of resolution by circulation 2.25 2.10 _| Place, time and day of a Board meeting - 2.27 21 | = 230 2.12 118 231 2.13 _| Inspection of minutes of general meeting 119) 234 2.14 | Validity of acts of directors 176 2.35 2.15 | Avdit committee __ 17 237 2.16 | Vigil mechanism for drestors and employees 1m 241 2.17 | Nomination and Remuneration Committee - [243 2.18 | Stakeholders Relationship Committee [18 2.44 2.19 _| Powers of the Board [179 2.45 2.20 | Restrictions on powers of the Board 180 2.49 2.21 | Company to contribute to bonafide and charitable finds, et. 181 2.56 2.22 _| Prohibitions and restrictions regarding political contributions 182 261 2.23 | Contributions to National Defence Fund, et. 183 2.66 2.24 | Loms to directors, et 188 268 2.25 _| Restrictions with respect to ayers of investment companies 186(1) 277 2.26 | Loans and investments by a company 2.78 2.27 | Non-applicability of section 186 86a 2.80 [2.28 [Register of loans ete 186 287 2.29 | Investments of company to be held in its own name [187 287 2.30 _| Disclosure of interest by a director [ss 2.88 231 _| Related party transactions 188, 2.93 2.32 _| Registers of contracts or arrangements in which directors are interested 189, 2.101 2.33 | Contract of employment with managing or wholetime directors 190 2.103 234 | Payment to directors for loss of office, ete. in connection with transfer of undertaking, a ae property or shares _ 2.35 _| Restriction on non-cash transactions involving directors 12 2.105 2.36 | Contracts by One Person Company 193 2.106 Chapter 3 Appointment and Remuneration of Managerial Personnel Topie Section | Page No. Definition of ‘managing director 264) [3a Definition of ‘manager’ 2153) 33 Definition of whole time director” _ 204) | 34 Appointment of managing director, whole-time director or manager 196 34 | Eligibility for appointment as 2 managerial person as per Schedule V (Part I of Schedule V) - 37Detailed Contents 17 3.6 _ | Remuneration of a managerial person as per Schedule V (Part lof Schedule V) = _]_33_] 3.7 | Procedural requirements for appointment or payment of remuneration as per Schedule V (Part aD Mlof Schedule V) a ‘Managerial remuneration 197 3.2 Calculation of profits Recovery of remuneration in certain cases Company to fix limit with regard to remuneration | Forms of, and procedure in relation to, certain applications 201 3.20 “Compensation for loss of office 202 3.35) ‘Appointinent of key managerial personnel 203 3.38) | Secretarial audit for bigger companies 204 3.46 Funetions of company secretary 205 3.48) Chapter 4 Inspection, Inquiry and Investigation brea? Topic Section | Page No. 4.1 _| Power to call for information, inspect books and conduct inquiries 206 41 42 _| Conduct of inspection and inquiry 207 44 43 _ | Report on inspection made — 208 44 44 | Search and seizure 209 45 | 45 | Investigation into affairs of company 210 a7 46 __| Investigation into the affairs of a company on an order made by the Tribunal 213 49 4.7__| Establishment of Serious Fraud Investigation Office 2 42 48 _ | Investigation into the affairs of a company by Serious Fraud Investigation Oifice 212 45) 4.9 | Security for payment of costs and expenses of investigation 214 47) 4.10 _| Firm, body corporate or association not to be appointed as inspector 215 4i7 4.11 | Investigation of membership of ¢ company 216 417 412__| Procedure, powers, etc, of inspectors 217 418 4.13 _| Temporary protection of employees 28 420 4.14 | Power of inspector to conduct investigation into affairs of related companies, etc. 219 42 4.15 _| Seizure of documents by inspector 220 424 4.16 _| Freezing of assets of company on inquiry and investigation 221 424 4.17 _ | Imposition of restrictions upon securities 22 426 | 4.18 [Inspector's report 23 4.28 4.19 _| Actions to be taken in pursuance of inspector's report 224 429 4.20 | Expenses of investigation ns 430 421 _| Voluntary winding-up of company, e(c. not to stop investigation proceedings 226 431 422] Saving for legal advisers and bankers 27 431 | 423 | inquiry, inspection and investigation of foreign companies 228 | 432 ‘Penalty for furnishing false statement, mutilation, destruction of documents 229 4.3218 A Textbook by CA CS Munish Bhandari Chapter 5 Compromises, Arrangements and Amalgamations Topi i rapie 2 Tope Section | Page No 5.1__| Power to compromise or make arrangements with eeditors and members ea 5.2 | Power of Tribunal to enforce compromise or aangement 59 5.3.__ | Merger and amalgamation of companies a2_ | 5.10 54 _ | Merger or amalgamation of certsin companies - ax | 5.8 5.5. | Merger or amalgamation of company with foreign company am | 520 5.6 Power to acquire shares of shareholders dissenting from scheme or contract approved by 235 52 majority 5.7__ | Purchase of minority shareholding 236 | 526 5.8__| Power of Central Government to provide for amalgamation of companies in public interest a7 | $25 5.9 | Registration of offer of schemes involving transfer of shares a nef 527 5.10 _| Preservation of books and papers of amalgamated companies [e527 5.11 _| Liability of officers in respect of offences commited prior to merger, amalgamation, et. ee Chapter 6 Prevention of Oppression and Mismanagement 7 Topic : , Toph Topic Section | Page No. él 2 “Majority Rule” - ~ ei 62 _ | Application o Tribunal for relief in cases of oppression, ee 2 64 63 _ | Right o apply under section 241 24a 66 64 __ | Powers ofthe Tribunal and consequence of termination or modification oF certain agreemenis| 242 and 243 | _ 6.15 65 | Class action _ [34s 626 6.6 | Application of certain provisions 1o proceedings under section 241 or 45 246 628 Chapter 7 Registered Valuers oe Topic F No. Topic Section 71_| Registered Valuers [247 | “Appendix - Tae Companies (Registered Valuers and Valuation) Rules, 2017 Chapter 8 Removal of Names of Companies from the Register of Companies Tople Topic Section | Page No. 8.1 _| Power of Registrar to remove name of the company from the register of companies | 28 81 82 | Restiotons on making application under section 248 in certain situations ra emesIn 83 _| Fffec of company notified as dissolved aso 84 84 | Fraudulent ppiaon fr removal ofaane ast} 8s_| 35 Appa Tbs ww [oss]Detailed Contents 19, Chapter 9 Winding Up Tople Introduction ‘Winding up by Tribunal ‘Circumstances in which company may be wound up by Tribunal Petition for winding up Powers ofthe Tribunal Directions for filing statement of affairs | Company Liquidators and their appointments ‘Removal and replacement of liquidator Int tion to Company Liquidator, provisional liquidator and Registrar Eft of winding up oder Sie of eu on winding up OE Jurisdiction of Tribunal Submision of et by Company Lino irections of Tribunal on report of Company Liquidator _| Custody of company’s properties 9s | Promoters, directors, etc, to cooperate with Company Liquidator 99. Settlement of list of contributories and application of assets 99 (Obligations of directors and managers 9.12, “Advisory committee ee 32 _| | Submission of periodical reports tothe Tribunal _ 9.12 Powers and duties of Company Liguidator 942 Provision for professional assistance to Company Liquidator 9.13 Exercise and control of Company Liquidator’s powers 9.14 Books o’be kept by Company Liquidator 914 _ | Audit of Company Liquidator’s accounts 94 Payment of debts by contributory and extent of set-ofF 9.15 Power of Tribunal to make calls 9.15 "Adjustment of rights of contibutories 95; Power to order costs 9s Power to summon persons suspected of having property of company, ete. 9.15 Power to order examination of promoters, directors, etc. 9.16 Arrest of person trying to leave India or abscond 97 Dissolution of company by Tribunal 9.18 ‘Appeals from orders mado before commencement of Act 9.18 Debts ofall descriptions to be admitted to proof 918 | Overriding preferential payments 9.18 Preferential payments 9.19E10 A Textbook by CA CS Munish Bhandari 9.38 | Fraudulent preference 328] 924 [9.39 _ | Transfers not in good faith to Be void s29 | 926 9.40 _| Certain transfers tobe void 330 | 9.26 9.41 | Liabiiies and rights of cerain persons raudulenly prefered aat_| 926 9.42 | Effect of floating charge 332 | 926 9.43 _| Disclaimer of onerous propery 333 | 929 9.44 | Transfers, et, afer commencement of winding upto be void aa4_| 930 9.45 _| Certain attachments, executions, et. in winding up by Tribunal tobe void 335 | 930 9.46 | Offences by officers of companies in iquidation 336 | 930 9.47 _| Statement that company isn iguidation 3a | 931 9.48 | Books and papers of company to be evidence aas_| 931 9,49 | Inspection of books and papers by creditors and contributories 346 | 931 9.50 _| Disposal of books and papers of company” a7 | 931 9:51 | Company Liquidation Dividend and Undistributed Assets Account 3 | 9.32 9:52 _| Liguidstor to make returns, 353 [933 9.53 _| Meetings to ascertain wishes of ereditors or contributores 34 | 933 9.54 | Court, Tribunal or person et. before whom alfidavit may be sworn 35 | 934 Powers of Tribunal to declare dissolution of company void 356 | 934 9.56 _| Commencement of winding up by Tribunal 387 | 934 9.57 _| Exclusion of certain ime in computing period of Fimitation 358 | 934 Chapter 10 Companies Incorporated Outside India Fone Topie Section | Page No. 10.1 | Definition of foreign company 2@2) [101 102_| Meaning of cerain tems 386 | 102 10.3 | Appliction of Actoforeian companies 379 | 104 10.4 | Documents et. tobe delivered to Registrar by foreign companies 380 | 106 10.5 _| Accounts of foreign company 3er_| 108 10.6 | Display of mame ec. of foreign company 3a | 109 10.7 _| Service of documents on foreign company 383 | 10.10 103 _| Debentures, annual return, registration of charges, books of account and her inspection 384_|_10.10 109 _| Fee for registration of documents 385 [10.11 10.10 | Dating of prospectus and particular tobe contained therein 387 | 10.11 10.11 | Provisions as to experts consent and allotment 386 | 10.12 10.12 | Resistration of prospectus 389 |_10.12 10.13 | Offer of Indian Depository Receipts 390 | 10.13 10.14 | Application of sections 34 to 36 and Chapier XX 3a |_10.13 10.15 | Punishment for contravention 32 [1.3 10.16 | Company's failure to comply with provisions ofthis Chapter not to affect validity of eontass, | 393 | yy 4 ete.Detailed Contents LL Chapter 11 Government Companies 1 Tope Ti scion | Page Ti] | Definition of “Government company” 305) | ia 11.2 _[ Annual report ofa Government company 304 112 11. _| Annu reports where one or more State Governments are members of companies 95 112 Chapter 12 National Company Law Tribunal and Appellate Tribunal Tene Tre secion | Base 12_| Definitions 7 ia 122_| Orders of Tibunal 20 [a 123_| Appeal from orders of Tibor a TA 124] Enpedtios disposal by Tribunal and Appellate Tribunal ara | 125 125_| Appeal to Supreme Court a3 | as 12.6 _| Procedure before Tribunal and Appellate Tribunal wa | as 12.7_| Power to punish for contempt as | 126 128 | Delegation of powers a6 | 26 129 | President, Members officers eto be public servants a | 16 12.10 | Protection of action taken in good faith 428 12.6 12.11 | Power to seek assistance of Chief Metropolitan Magistrate, 29 126 12.12 | Civil cour not to have jurisdiction (oom m127) 12.13 | Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings mT 127 [12.16 | Right to leat representation 42 127 12.15 | Limitation 9 27, 12.16 | Transfer of certain pending proceedings i 44 127 Chapter 13 _ Miscellaneous Provisions of the Companies Act, 2013 re Topic Section Page 13.1 | Provision relating to Nidhis and is application, et. 406 Ba 13.2 | Special Cours 495 00.08,and 0] 135 13.3 _| Dissolution of Company Law Board and consequential provisions 466 16) 13.4_| Offences to be non cognizable 39 37] 13.5 _| Mediation and Conilition Panel 42 bs 13.6 _| Power ofthe Cental Government to appoint Company Prosecutors 48 39 13.7 | Appeal apsinst acquit a4 no] [13.8 | Compensation for accusation without reasonable cause 445, B10 | [13.9 | Application of fines 46 731012 A Textbook by CA CS Munish Bhandari 15:10 | Factors for determining level of punishment 464 3.10 1.11 | Lesser penalties for One Person Companies or small companies 4468 3.10 13.12 | Punishment for fraud 447 13.10 13.13 | Offences and penalties under the Act 450 1B 13.14 | Adjudication of penalties 454 Bal | 13.15 | Penalty for repeated defast 4544, Baz 13.16 | Dormant company 455 13.12 15.17 | Process and relevance of back ofice of MCA E 13.14 13.18 | Condonation of Delay Scheme, 2018 = 13.15 “Appendix I: Definitions contained in section 2 ofthe Companies Act, 2013 - BAT “Appendix 2: The Companies (Resrietion on Number of Layers) Rules, 2017 E 13.27 ‘Appendix 3: The Companies (Mediation and Conciliation) Rules, 2016 - 1328 ‘Appendix 4: The Companies (Adjudication of Penalties) Rules, 2014 = 1333 Chapter 14 Corporate Secretarial Practice ya Topie oe 14.1_| Natuee of resolutions and requirements of drafting a resolution 141 142 | Key points for drafting minutes of a Board meeting 48 Chapter 15 ‘The Foreign Contribution (Regulation) Act, 2010 Topie Topic ‘Section | Page 15.1_| Extent, application and commencement of the Act 1 15 152_[ Object of the Act = 151 15.3 _| Structure ofthe Act 5 151 15.4 | Definitions 151 15.5 | Prohibition on acceptance of foreign contribution 154 15.6 | No prokibtion on acceptance of foreign contribution by any person or organisation 1 155 covered under section 3 in certain cases 15:7_| Restition on acceptance of foreign hospitality 6 158 15.8 | Prohibition to transfer foreign contribution to other person 7 15.10 15.9 _| Resirition to ulilse foreign contribution for administrative purpose 8 15.12 15.10 | Power of Central Government to prohibit receipt of foreign contribution, et, in certain 5 15.13 15.11 | Power to prohibit payment of currency received in contravention ofthe Act 10 15.14 15.12 | Registration of certain persons with Central Government 1 15.15 15.13 | Grant of cerlficate of registration or prior permission 2 15.16 15.14 [ Suspension of certificate of registration 18 15.18 15.15 | Cancellation of cenificate of registration 14 15:18 15.16 | Management of foreign contribution of person whose certificate has been cancelled 15 15.19| ig [ower to make rules Hateoduetion Dispute Resolution Detuiled Contents Chapter Wo nck Concilinsion Aol, 1996!S Munish Bhandari “Types of arbitration procedures [Number faints 1635 | ron abo == a cole of conciliator - ot i6Ai | Stages in setlement agreement GP, Bawd™ | 1629 — 9 aud 1S ao. Chaplee “Cie Seensities sud Nacksuge Board of fade (Kisiiog Obligations and Virelosurs Hoy wivements) Rogalartions, 201% 176 - [1777 [Maximum umber of directorships —Detailed Contents Ts 17.8 | Convitees under he SEBT(LODR) 5 105 17.9 | Audit Committee 18 175 17.10 | Nomination and. Remuneration Committee wy W7 17.11 | Stakeholders Relationship Commitee 20 177 17.12 | Risk Management Commizee 2 17 17.13 | Releted party tansetons 33 78 17.14 | Corporate governance requirments wih respect to subsidiary of ated extiy Fy 108 17.15 | Restsions on numberof commitee in whch a diretor ean be a member 26 179 17.6 | Other corporate governance requirements Fy 179 17.17 | Prior Inimations of Board meetings 29 1740 17.18 | Holding of specified secures and shareholding pattern at | it10 17.19 | Statement ofdviation() or varation(9) 3 fami 17.20-[ Compiances by listed ets - At quar inervals - Tat 17.21 | Compliances by listed entities — At yearly intervals - 17.11 17.2 | Financial esl AT 1723 | Annual Report Me] m3 17.24 | Documents and Infomation to shareholders 3673, 1725 | Reoord Date of Date of closure of transfer books a2 [inp 17.26 | Website 4 [ma Chapter 18 The Securities and Exchange Board of India Act, 1992 bag Topic Section | Paee 18:1 | Objectives ofthe SEBI Ac = Ta 182 | Estublishment and manayerent of SEB 34and’s | 181 183_| Removal of member fom office 6 182 18.4 | Meetings 7 183 18.5 | Member not participate in mostng ince eases 7A 183 18.6 _| Vacancies, et. not to invalidate proceedings of Board 8 183 18.7 _| Functions of SEBI 183 18.8 | Regulation or prohibition of aus of prospestus es 18s 18.9 | Collective inestnent scheme 186 18.10 [Power to issu direction and levy peully 187 18.11 [Powers of SEBI to order investigation 187 18.12 [Cease and desis proceedings 188 18.13 | Prohibition of manipulative and deceptive devices, insider trading etc. 124A 18.9 18.14 [Penalty for flare to funish information return, isa__| 189 18.15 | Penalty for failure by any person to enter into agreement with clients 15B. 18.9 18.16 | Miscellaneous provisions oo penal zi 78.10 18.17 | Penalty for default in case of stock brokers iF | 18.10 18.18 | Meaning of insider and price sensitive information, and penalty for insider trading 18G 18.111:16 A Textbook by CA CS Munish Bhandari 18.19 | Penalty for non-disclosure of acquisition of shares and takeovers 13H 18.12 18.20 | Penalties ~ Miscellaneous = 18.12 18.21 | Procedure for adjudication 1S1and 15) | 18:13 18.22 | Setilement of administrative and civil proceedings 1558 18.14 18.25 | Establishment of Securities Appellate Tribunal 15K 1815 18,24 | Composition of Securities Appellate Tribunal __1SL. 18.15 1825 | Quaifations fr appointments Presiding Oficer or Member of Secure Appelt | 15M 18.15 Trib 18.26 [ Appointment of Presiding Officer and Judicial Members IsMA | 18:16 18.27 | Search-cum-Selection Committee for appointment of Technical Members 1sMB_|_18:16 18.28 | Vacancy not to invalidate selection proceeding IMC |_18.16 18,29 | Tenute of office of Presiding Officer, etc ASN 18.17 Salary and allowances and other terms and conditions of service of Presiding Oiicers 150 18.17 31 | Filling up of vacancies 15P and 15PA = 1817 18.32 | Resignation and removal 150 18.17 18.33 | Appointment, qualification and the other terms and conditions of service 15QA = 1818 18.34 | Orders constituting Securities Appellate Tribunal to be final and not to invalidate its | 15R 1818 proceedings 18.35 | Staff of the Securities Appellate Tribunal 158 18:18 18.36 | Appeal 1o Securities Appellate Tribunal wt | 1818 18,37 | Procedure and powers ofthe Securities Appellate Tribunal 15U 18.19 18.38 | Right to legal representation 1SV [18.20 18.39 | Limitation 15 18.20 18.40 | Presiding Officer, Members and stalf of Securities Appellate Tribunals to be public | 18K 1820 servants Civil Court not to have jurisdiction BY, 1820 “Appeal to Supreme Court 152, 1821 Power of Central Government to isue directions [16 18.21 Power of Central Government to supersede SEBI 7 182 Powers of SEBI to prevent undesirable transactions in securities _ L - “| 18.21 Failure to pay penalty u 18.22 Composition of certain offences 24a 1822 Power to grant Immunity 2B. 1822 Cognisance of offences by Courts 26 1823 Special Courts 26At026E | 18.25 ‘Contravention by companies n 1824 Recovery of amounts | 28A, 18.24 Continuance of proceedings 28B 1825 | Chapter 19 The Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957 ra Topic Section re 19.1 | Objects ofthe Act = 191Detiled Contens a7 192 | Nonapplcaiiy oft As 8 wi 193 | Definitions 2 2 | 19.4 | Meaning of ‘stock exchange’, recognised stock exchange and prohibition of 2and 19 194 [DS | recopived stock exchange [153 Definitions on corporation and demutuaiaon 2 as Se eT 195 | 19.7 | Renewal of ecognition of took exchange = [7] 764 | Geatiaoas rameter ofa ageimd ae aang = 17 [19.9 _| Withdrawal of recognition ofa stock exchange 5 19.10 cf ae Gand7 ie 19.11 | Powers of SEBI to issue directions 124 19.14 19.12] Power of Cenual Government io supersede governing body ofa rsogrised ook 11 18 be [82 | Paver sna Gevecsat te mapend east meagre mock onan 2 Bie 10:18 | over of Cauca Goorin fo penis eine In uta Gam 6 wit] Fe tals te eg meta 7 a7 19.16 | Contacts in notified areas o be void in eran ciamstaoes | “ Bas 19.17 | Licensing of dealers in secre in cenain res i 7 118 (ce 9 [9.9] 19:19-| Power of recognised sock exchange o make rls resvisng volng ain 2 7A 120 71920 | Power of SEBI to make or amend bye-aws of reangnsed stock exchanges 0 wai 19.21 | Power of Cental Govemment to make or amend he rules ofa sock exchange 3 at 2 ee ee 6 2 19.23 | Contes in derivative 8A 2 [1928 | Power ofa sock exchange o eaish adaioal wading Hor BA 1923 19.25 | Listing of securities | 21,224,228, 22C, | 19.23 [ 22D, 228 and 22F 19.6 | Deng of conus 21a B28 G08 |S peter pc cig cas cel 17a 27 19.28 | Clearing corporation 8A 19.27 19.29 | Tie to dividends 7 1928 a mA 1929 19:31 | Penalies B 1930 19:32 | New penalles BawRw | 1931 (Offences by companies 24 19:32 ocetarstr ofieion Binds | 1933 Settlement of administrative and civil proceedings 2A, 19.34 Recovery of amounts 2308 934 a 2c 1935 |19.38 | Appelt Sees Appelt Tbal 2 1935 19.39 | Offences 23M 19.36 19.0 | Composition ofcrainofnces 23N 1936 1941 | Contention by companies 4 1937 19.2 | Special Cours 26a na 26C | 193818 A Textbook by CA CS Munish Bhandari Chapter 20 ‘The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 pe Topic Regulation | "ase 201 | Definitions 2 204 20.2 __| Registration of asset reconstruction companies 3 204 Cancellation of cenifcate of registration ‘ 205 “Acquisition of rights or interest in financial assets 3 206 Transfer of pending applications to any one of Debts Recovery Tribunals in certain [5A 207 cases Notice to borrower and discharge of obligation of such borrower 6 207 Issue of security by raising of recipi o funds by asset reconstruction company 7 208 “Measures for assets reconsniction 9 209 20.9 | Other functions of an asset reconstruction company’ 0 [2010 [20.10 | Resolution of disputes 1s (E2010 [20.11 | Power of Reserve Bank to determine poliey and issue directions 2D 20.10 [20.12 [Power of Reserve Bank to cal for statements and information 12A 20.1 20:13 [Power of see Bunk cary ont ui and spect 2B [20.11 20.14 | Enforcement of security interest B 20.11 [20.15 | Chief Metropolitan Magistrate or District Magistrate to assist secured creditor in taking 4 20.16 possession of secured asset ell aw Sem mS or cae sia 20-17 | No compensation w decors fr oss of office 1 [2018 20.8 | Applicaton against measures to recover secured debs 7 | 2019 | 20.19 [Making of aplication Cour of District dg in ern cases ima [2020 [20.20 | Appeal to Appellate Tribunal 18 20.20 20.21 | Validation of fes levied wa [2020 2022 | Appesl to High Cour in cenain cases ip | 202 2023 | Right to lodge a caveat vec [aa | [2024 | igh of borrower to reeive compensation ad oats in ceraln cases 0 2021 | 2025 | Provisions ofthis Act not o apply in cerain cases 3 2022 Chapter 21 The Prevention of Money-laundering Act, 2002 Topi Fone satin | Poe | [isa a — [21.2 [Definitions 2 ziti 21.3 | Punishment for money-laundering 4 24 21.4 | Verifeatin of dni by reporting aly a ais |Detailed Contents 119 21.5 | Banking companies, financial institutions and intermediaries to maintain records 2 216 | 21.6 | Aoses to information Ba 217 21.7 _| Powers of director to impose fine 13 217 21.8_| No civil or criminal proceedings ageinst reporting entity its directors and employees 4 218 21.9 _| Attachment of property involved in money-laundering 3 21.8 21.10 | Adjudicating Authorities, composition, powers, ec. 6 21.10 [a1.ar [Adjudication 8 21.10 21.12 | Vesting of property in Central Government ° 21.12 21.13 | Appeal to Appellate Tribunal 25and26 | 21.13 | 21.14 | Procedure and powers of Appellate Tribunal 35 2114 21.15 | Decision to be by majority 38 21.14 21.16 | Civil court not to have jurisdiction nm 21.15 21.17 | Appeal to High Court 2 21.15 | 21.18 | Special Courts 6 21.16 21.19 | Offences triable by Special Courts “4 21.16 21.20 | Offences to be cognizable and non-bailable 45 2117 21.21_ | Application of Code of Criminal Procedure, 1973 to proceedings before Special Court 46 2118 21.22 | Appeals and revision a 21.18 21.23 | Authorities under the Act e 21.19) 21.24 | Definitions 55 21.19 21.25 | Agreements wih foreign counties 56 21.19 21.26 | Letter of request to a contracting State in certain cases 7 21.19 | 21.27 | Assistance toa contracting tate in certain cases 8 21.20 21.28 | Punishment for vexatious search o 21.20, 21.29 | Punishment for false information or filure to give information, etc 6 21.20 21.30 | Cognizanee of offences im |e 212 21.31_| Code of Criminal Procedure, 1973 1 apply 65 2i2i_| 21.32 | Disclosure of information 6 2121 21.33 | Recovery of fine or penalty o 21.21 21.34 | Offences by companies “0 21.22 21.35 | Act to have overriding effect 1 2122 | 21.36 | Continuation of proceedings in the event of death or insolvency 2 2122 | Chapter 22 = The Foreign Exchange Management Act, 1999 ad Topic Regulation | ase [221 | Objects of FEMA 5 zai _| 22.2 _| Difference between FEMA and FERA = 2A 22.3_| Definitions 2 2.2 22.4 | Definitions relating to residential status 2a), (Wand w) | 22.4 22.5_| Regulation and management of foreign exchange | Bana 2ani_| 22.6_| General permission for payments by a person resident in India = 22.12120 A Textbook by CA CS Munish Bhandari 22.7_| Receipts by a person resident in India ~ General permission _ 22.12 22.8 | Authorised person Wtoi2 | 22.13 22.9 | Current account transactions 2G) and 5 22.14 22.10 | Rules on current account transactions = [22.15 22.11 | Capital account transactions 2Aeand6 | 22.24 22.12 | Regulations on capital account transactions = [2226 22.13 | Export of goods and services 2) and 7 22.30 22.14 | Foreign Exchange Management (Export of Goods & Services Regulations, 2015 - [2231 22.15 | Repatriation of foreign exchange and exemptions 2G).8and9 | 2230 (22.16 | Adjudicating Authority 16 2239 22.17 | Penalties B 22.40 22.18 | Procedure for adjudication Wand 16 2241 22.19 | Power to recover arrears of penalty 4A 22.43, 22.20 | Compounding of contravention 15 [22.43 22.21 | Appeal to Special Director (Appeals and Appellate Tribunal Wand 19 | 22.45 22.22 | Appeal to High Court 38 22.47 22.23 | Directorate of Enforcement 36 248 22.24 | Power of search, seizure ete 37 22.48 22.25 | Empowering other officers 38 22.48 22.26 | Presumption as to documents in certain eases 39 22.48 ['22.27 | Suspension of operation ofthis Act 40 22.49 22.28 | Power of Central Government to give directions a 22.49 22.29 | Death or insolvency in certain cases 8 22.49 | 22.30 | Bar of legal Proceedings “ 22.49 22.31 | Repeal and saving ” 22.50 22.32 | Contravention by companies 2 [ 22.33 | Repatriation of sale proceeds of immovable property - 22.34 | Framework for Extemal Commercial Borrowings (ECB) = 2.51 22.35 | Overseas Direct Investments = [2253 22.36 | Borrowing in foreign currency by persons other than an authorised dealer = 22.53 22.37 | Lending in foreign currency by persons other than an authorised dealer a 22.54 22.38 | Direct Investment (or financial commitment outside India) = 22.54 22.39 | Master Direction issued by RBI w-ri. import of goods and services| Las [22.56 Chapter 23 The Insolvency and Bankruptcy Code, 2016 End Topic * Section-| Page No. 23.1_| Introduction ~ Shifting existing regime ‘Debtor in possession’ to a “Creditor in control” = 2. 23.2 | Evolution ofthe Code = 23.1 23.3 _| Purpose of the Code S Ba 23.4_| Extent ofthe Code = 22 23.5 | Commencement of the Code = 232Detailed Contents 21 23.6 | Applicability ofthe Code 2 232, 23.7_| ‘Insolvency’ vis-i-vis “bankruptey” = 232, 23.8 _| What is insolvency resolution? = 22 23.9 | What is liquidation? = 233 23.10 | Who can initiate the proceedings of liquidation? = 233 23.11 | Key features ofthe Code S aoa 23.12 | Penal Provisions = 233 [23.13 | Structure of the Code = 23.4 23.14 | Five Pillars of the Code = BA 23.15 | Definitions 3 23.5 | 23.16 | Definitions applicable to Part Il of the Code 3 237) 23.17 | Application of Part Il ofthe Code 4 23.10 23.18 | Persons who may initiate corporate insolvency resolution process 6 23.10 23.19 | Initiation of corporate insolvency resolution process by financial creditor 7 23.1 23.20 | Insolvency resolution by operational creditor 8 23.13 23.21 | Application for initiation of corporate insolvency resolution process by operational | 9 23.14 creditor 23.22 | Initiation of corporate insolvency resolution process by corporate applicant 10 23.20 23.23 | Persons not entitled to make application WL 23.21 23.24 | Time-imit for completion of insolveney resolution process 2 23.22 23.25 | Withdrawal of application admitted under section 7, 9 oF 10 2A 23.22 23.26 | Declaration of moratorium and public announcement 1B 23.23 23.27 | Moratorium 4 23.24 23.28 | Public announcement of corporate insolvency resolution process 1s 23.26 23.29 | Appointment and tenure of interim resolution professional 16 23.26 23.30 | Management of affairs of corporate debtor by interim resolution professional 17 23.27 23.31 | Committee of creditors 24 23.27 23.32 | Appointment of resolution professional 2 23.29 23.33 | Resolution professional to conduct corporate insolvency resolution process 2 330 23.34 | Meeting of committee of ereditors um 23.30 23.35 | Duties of resolution professional 25 B31 23.36 | Rights and duties of authorised representative of financial creditors 25A 23.32 23.37 | Replacement of resolution professional by committee of ereditors 2 23.32 23.38 | Approval of committee of creditors for certain actions 28 2333 23.39 | Preparation of information memorandum 9 23.34 23.40 | Persons not eligible to be resolution applicant 29A 23.34 23.41 | Submission of resolution plan 30 23.36 23.42 | Approval of resolution plan 31 23.38 23.43 | Initiation of liquidation 33 23.39 23.44 | Appointment of liquidator and fee to be paid a4 23.40 23.45 | Powers and duties of liquidator 35, 23.40 23.46 | Liquidation estate 36 Bal 23.47 | Powers of liquidator to access information 37 23.42 23.48 | Consolidation of claims 38 232 23.49 | Verification of claims 39 23.431.22 A Textbook by CA CS Munish Bhandari 23.30 | Admission or rejection of claims o 248 23.51 | Determination of valuation of claims al 23.43 23.52 | Appeal against the decision of liquidsor 2 23.43 23.33 | Secured creditor in liquidation proceedings 32 23.43 [2354 | Distribution of assets 3 23.44 25.55 | Dissolution of corporate debor 4 23.46 23.56 | Fast rack corporate insolveney resolution process 3108 | 2346 23.37 | Voluntary liquidation of corporate persons 9 2347 23.58 | Eligibility for resolution professional = 23.49 Appendices (Ready Reckoner) ‘SLNo. Tople Page ‘Appendix 1__| Matters requiring Ordinary Resolution All ‘Appendix 2 | Matters requiring Special Resolution AQ ‘Appendix 3_| Matter requiring approval of members ~ No vote cast against the resolution AS ‘Appendix 4 ring Special Notice AS Appendix § ng passing of resolution by postal ballot AS Appendix 6 ng resolution to be passed in Board meeting only Ad Appendix 7 ig unanimous resolution of the Board Ad raves | Pee come i yt ng ‘Appendix 9 | Matters requiring approval ofthe Central Government AS Appendix 10 | Applicability of various provisions ofthe Companies Act, 2013 AG ‘Appendix 11 | Contraventions and punishments under various provisions ofthe Companies Aet,2013_|_A-9 Appendix 12 | An introduction to Rules under the Companies Act, 2013 ‘Appendix 13 | An introduction to E-Forms under the Companies Act, 2013 Al8 ‘Appendix 14 | The Companies Act, 2013 ~ Summary of Chapters Alo Appendix 15 | The Companies Act, 2013 — Arrangement of Sections A20 a 1g_| The Companies Act, 1956 — Arrangement of Sections of Part [X-A Appendix 16 revisions eae 10 Producer Ganan acad Appendix 17 | Exemptions to Government Companies Aas Appendix 18 _| Exemptions to Private Companies A38 [ Appendix 19 | Exemptions to Companies Licenced wl § Ad Appendix 20 | Exemptions to Specified IFSC public companies A “Exemptions to Specified IFSC private companies AAT Appendix 22 _| Exemptions to Nichis 50 ‘Appendix 23 | Glossary of legal terms and maxims ASI ooo