CS LLM Arjun Chhabra

(Law Maven)
Mo: 62 62 62 143 8 / 9552 52 143 8

What’s App/Call: 62 62 62 143 8 / 9552 52 143 8

www.arjunchhabratutorial.com

CS LLM Arjun Chhabra

(Law Maven)
Mo: 62 62 62 143 8 / 9552 52 143 8
 CS LLM Arjun Chhabra
(Law Maven)
Mo: 62 62 62 143 8 / 9552 52 143 8

CMA Inter Business Laws and Ethics June 24 – Marathon

Schedule
Starting from 1st May 2024

Schedule & Details of Marathon – Free Live Stream on

YouTube
Date Time Lecture YouTube Link
st
1 May 2024 04: 00 PM The Indian Contract Act, 1872 https://youtube.com/liv
(Unit 1 to 3) e/3MlfFu91Yjs?feature=
share
2nd May 2024 04: 00 PM The Indian Contract Act, 1872 https://youtube.com/liv
(Unit 4 to 6) e/rRrjcxmnZwU?feature
=share
3rd May 2024 04: 00 PM The Indian Contract Act, 1872 https://youtube.com/liv
(Unit 7 to 9) e/usY6ysQNHK8?feature
=share
4th May 2024 04: 00 PM The Sale of Goods Act, 1930 https://youtube.com/liv
e/zuRe8kwuRFs?feature
=share
5th May 2024 04: 00 PM The Indian Partnership Act, 1932 https://youtube.com/liv
e/6Kh1pYymTFY?feature
=share
6th May 2024 04: 00 PM The Companies Act, 2013 and LLP https://youtube.com/liv
Act, 2008 e/qa_U8l7g5fs?feature=
share
7th May 2024 04: 00 PM The Negotiable Instruments Act, https://youtube.com/liv
1881 and Indian Regulatory e/O3Zpm5xy2vc?feature
Framework =share
16th May 04: 00 PM Director https://youtube.com/liv
2024 e/SXCLiE-
73Ls?feature=share
17th May 04: 00 PM Industrial Law [Part 1] https://youtube.com/liv
2024 e/Y2MZ6ta7ogI?feature
=share
18th May 04: 30 PM Industrial Law [Part 2] https://youtube.com/liv
2024 CORPORATE LAW SECTION 134 | e/nIqglfFNHgs?feature=s
143 | 177 hare
CS LLM Arjun Chhabra
(Law Maven)
Mo: 62 62 62 143 8 / 9552 52 143 8
 CS LLM Arjun Chhabra
(Law Maven)
Mo: 62 62 62 143 8 / 9552 52 143 8

Corporate Law Playlist https://youtube.com/pl

aylist?list=PLaUTqfiLWyK
TMR9hC-
hp81TZNAejhRlnq&si=lO
wqmG8ZB_t8QfkB
Ethics https://youtube.com/pl
aylist?list=PLaUTqfiLWyK
TmJvbS2JMSrfcZhaUlEkL
b&si=i22S1zZSv0DhqjYN
For Notes:
Telegram Channel name: ACT-Arjun Chhabra Tutorial
Telegram Channel Link : https://t.me/ACTArjunChhabraTutorial
Whats app group for notes: https://chat.whatsapp.com/HqKjwQeP65uK2WVLZWelK2
Google form to get notes for CMA Inter: https://forms.gle/gEdsx6CKeYgy9Rs56
Arjun Chhabra Tutorial’s Gallery
1. FULL VLOG | CA INTER MAY 24 BATCH CONCLUSION DAY | CELEBRATION | DINNER |
MOVIE | WITH STUDENTS: https://youtu.be/47BxbHL_qc0?si=lmpo7hsjuOcZERBY
2. FULL VLOG | WET & JOY WATER PARK | ARJUN CHHABRA TUTORIAL | CA INTER MAY
2024: https://youtu.be/l45jh_hHVvY?si=Anyrn3AYFQX-jqvT
3. CMA FINAL playlist:
https://youtube.com/playlist?list=PLaUTqfiLWyKTc1gAgbNMCbL_LpDDpzRB6&si=lLg
SQVh0jjs-hqmP

CS LLM Arjun Chhabra

(Law Maven)
Mo: 62 62 62 143 8 / 9552 52 143 8
 ARJUN CHHABRA TUTORIAL
Of Arjun Chhabra
(CS LLB LLM)
Law Maven

Section 134 Financial Statement, Board’s Report, etc.

1. Contents of a) The web address, if any, where annual return (prepared as per Sec. 92) has been
Board’s Report of placed.
a company b) Number of meetings of the Board.
c) Directors’ Responsibility Statement [for the contents of Directors’ Responsibility
Statement, refer to Sec. 134(5)].
d) details in respect of frauds reported by auditors under sub- section (12) of section
143 other than those which are reportable to the Central Government.
e) a statement on declaration given by independent directors under sub-section (6)
of section 149.
f) in case of a company covered under sub-section (1) of section 178, company’s
policy on directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and
other matters provided under sub-section (3) of section 178.
g) explanations or comments by the Board on every qualification, reservation or
adverse remark or disclaimer made by the auditor in his report and by the
company secretary in practice in his secretarial audit report.
h) particulars of loans, guarantees or investments under section 186.
i) particulars of contracts or arrangements with related parties referred to in sub -
section (1) of section 188 in the prescribed form.
j) the state of the company’s affairs.
k) the amounts, if any, which it proposes to carry to any reserves.
l) the amount, if any, which it recommends should be paid by way of dividend.
m) material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report .
n) the conservation of energy, technology absorption, foreign exchange earnings
and outgo, in such manner as may be prescribed; a statement indicating

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 ARJUN CHHABRA TUTORIAL
Of Arjun Chhabra
(CS LLB LLM)
Law Maven
development and implementation of a risk management policy for the company
including identification therein of elements of risk, if any, which in the opinion of
the Board may threaten the existence of the company.
o) the details about the policy developed and implemented by the company on
corporate social responsibility initiatives taken during the year; in case of a listed
company and every other public company having such paid-up share capital as
may be prescribed, a statement indicating the manner in which formal annual
evaluation of the performance of the Board, its Committees and of individual
directors has been made, among other things.

2. Approval The FS, including CFS, if any, shall be approved by the Board of Directors before they
are signed on behalf of the Board.

3. Signing
(a) The FS, including CFS, if any, shall be signed on behalf of the Board, at least by -

(i) the chairperson of the company, where he is authorised by the Board, or by 2

directors, one of whom shall be MD, if any;

(ii) CEO, wherever he is appointed;

(iii) CFO, wherever he is appointed; and

(iv) CS, wherever he is appointed.

(b) In the case of a OPC, the FS, including CFS, if any, shall be signed by one director
only.

4. Submission
The FS, including CFS, if any, shall be submitted to the auditor after they have been
approved by the Board and signed on behalf of the Board.

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 153

Section - 143 - Powers and Duties of Auditors and Auditing standards

(1) (2)
Rights of Auditor To Access records of all Auditor shall make a report to members
Subs and Associates relating On examination
to consolidation of F.S.

Access to books of Financial statements Or Accounts

accounts at all times info and explanation
Considering
R.O. Other place Accounting and Matter to be Order under
(1) (a) to (F) auditing standard included in 143 (1) CARO
Right to enquire report
To the best of his
Whether Where knowledge

Loans and advance Not being investment Shares allotted Said accounts and
Loans and advances FS give a true and
made by co. are secured shown as deposit or banking Co. for cash fair view of Co's
and not prejudicial to int affairs.
of Co. Whether If not
Personal exp charged Company sold the cash Recd ?
to revenue expense. investment below whether position
cost. stated in accounts
Transaction represented
by book entry are not
prejudicial to the int Correct Regular Not misleading
of co.
ACT- Arjun Chhabra Tutorial
© CS Arjun Chhabra

CORPORATE LAW
 154

Section - 143 (3)

Auditor's Report shall also state

Whether
Other
Obtained all the info's Audit report of
and explanation necessary branch not audited F.S. comply Observation or
for audit by him has sent to with Accounting comments of reservation or
him. standards. Auditors on adverse remark
F.S. on maintenance
Co's B/s and P/L A/C Any director +
If not, details and are in agreement with of A/cs.
On matter having
impact of same on BOA. 164 (2)
adverse effect
F.S. Proper
Co. has adequate internal Other matters
Proper returns Financial control.
Books of accounts and as prescribed
kept by co. for audit recd
from branches Whether
not visited by him.
Company disclosed the Co. made provision Any delay
impact, of pending For material in transferring
litigations on its Foreseeable losses, Amt to
FS. if any. IEPF

Cash deposited by co during 8th

Nov, 2016 to 30 th Dec, 2016 was in
accordance with Books of accounts.
ACT- Arjun Chhabra Tutorial
© CS Arjun Chhabra

CORPORATE LAW
 155

Section 143

(5) (6) (9) (8)

Government company Right of C and AG Every auditor Audit of Branch accounts
shall comply
with auditing standard.
Auditor shall submit Within 60 days of receipt By company's Branch auditor
copy of audit report of report auditor send report
to C and AG. along or
with and
Conduct supplementary Comment or auditor Auditor of
Directions issued Audit of F.S. of supplement company.
by C and AG co. by such person Foreign Branch
such audit
+ report.
Action taken + Or
+ May require additional If any comments Auditor of Company's
Impact on F.S. information of the same. Given such country Auditor

Audit report shall

be sent by co. to
information each person entitted
for the same +
Placed before AGM.
ACT- Arjun Chhabra Tutorial
© CS Arjun Chhabra

CORPORATE LAW
 CORPORATE LAW

Individual Fraud Amount

Less than 1 Crore 1 Crore or more

Auditor shall within 2 days

of knowledge of fraud report Same
(a) Nature of fraud +
(b) Approximate Amt involved Auditor will seek their reply
(c). . Parties involved within 45 days
(d) Remedial action taken

Or Reply RECD NOT RECD

Audit committee BOD
within 15 days of receipt within 15 days of expiry
of 45 days
+
Board shall disclose Report to C.G. FORM ADT-4
addressed to secretary MCA Report to C.G.
the details of fraud in
FORM ADT-4
its BOD report along
with details of Auditor's Details of No reply
Details of Reply
remedial action taken. Fraud Received observation fraud Recd
on reply

Section - 143

(13) (14) (15)

No contravention of The provisions of this section Non-compliance of sub-Sec
section 143 (2) if fraud shall mutatis apply. (12) by CA, CMA, or CS in
not reported auditor
in good faith. Practice.
Cost accountant Company secretary Penalty
in practice
Listed Other Co.
Conducting cost Conducting secretarial
co
audit u/s 148 Rs. 1 Lakh
audit u/s 204.
Rs. 5 Lakh

156
© CS Arjun Chhabra

ACT- Arjun Chhabra Tutorial

 ARJUN CHHABRA TUTORIAL
Of Arjun Chhabra
(CS LLB LLM)
Law Maven
Audit Committee (Section 177)
Write briefly about Audit Committee according to Section 177 of Companies Act. 2013? [MQP Set 1
Syllabus 22]

Demonstrate the functions of audit committee are contained in Sec. 177 of the Companies Act 2013. [MQP
Set 2 Syllabus 22]
1. The Board of Directors of every listed public company and such other class or classes of companies, as
may be prescribed, shall constitute an Audit Committee.
2. The Audit Committee shall consist of a minimum of three directors with independent directors
forming a majority:
Provided that majority of members of Audit Committee including its Chairperson shall be persons
with ability to read and understand, the financial statement.
3. Every Audit Committee of a company existing immediately before the commencement of this Act
shall, within one year of such commencement, be reconstituted in accordance with sub-section (2).
4. Every Audit Committee shall act in accordance with the terms of reference specified in writing by
the Board which shall, inter alia, include, –
i) the recommendation for appointment, remuneration and terms of appointment of auditors
of the company;
ii) review and monitor the auditor’s independence and performance, and effectiveness of audit
process;
iii) examination of the financial statement and the auditors’ report thereon;
iv) approval or any subsequent modification of transactions of the company with related parties;
Provided that the Audit Committee may make omnibus approval for related party transactions
proposed to be entered into by the company subject to such conditions as may be prescribed;
Provided further that in case of transaction, other than transactions referred to in section 188, and
where Audit Committee does not approve the transaction, it shall make its recommendations to the
Board:
Provided also that in case
➢ any transaction involving any amount not exceeding one crore rupees is entered into by a director
or officer of the company without obtaining the approval of the Audit Committee and it is not
ratified by the Audit Committee within three months from the date of the transaction, such
transaction shall be voidable at the option of the Audit Committee and
➢ if the transaction is with the related party to any director or is authorised by any other director,
the director concerned shall indemnify the company against any loss incurred by it:
Provided also that the provisions of this clause shall not apply to a transaction, other than a
transaction referred to in section 188, between a holding company and its wholly owned subsidiary
company.

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 ARJUN CHHABRA TUTORIAL
Of Arjun Chhabra
(CS LLB LLM)
Law Maven
v) scrutiny of inter-corporate loans and investments;
vi) valuation of undertakings or assets of the company, wherever it is necessary;
vii) evaluation of internal financial controls and risk management systems;
viii) monitoring the end use of funds raised through public offers and related matters.

5. The Audit Committee may call for the comments of the auditors about internal control systems,
the scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the company.

6. The Audit Committee shall have authority to investigate into any matter in relation to the items
specified in sub-section (4) or referred to it by the Board and for this purpose shall have power to obtain
professional advice from external sources and have full access to information contained in the records
of the company.

7. The auditors of a company and the key managerial personnel shall have a right to be heard in the
meetings of the Audit Committee when it considers the auditor’s report but shall not have the right
to vote.

8. The Board’s report under sub-section (3) of section 134 shall disclose the composition of an Audit
Committee and where the Board had not accepted any recommendation of the Audit Committee, the
same shall be disclosed in such report along with the reasons therefor.

9. Every listed company or such class or classes of companies, as may be prescribed, shall establish a
vigil mechanism for directors and employees to report genuine concerns in such manner as may be
prescribed.

10. The vigil mechanism under sub-section (9) shall provide for adequate safeguards against victimisation
of persons who use such mechanism and make provision for direct access to the chairperson of the
Audit Committee in appropriate or exceptional cases:

Provided that the details of establishment of such mechanism shall be disclosed by the company on its
website, if any, and in the Board’s report.

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 ARJUN CHHABRA TUTORIAL
Of Arjun Chhabra
(CS LLB LLM)
Law Maven
Rights of Shareholders [June 23 Syllabus 22 – 10 Marks]
Section 2(55) of the Companies Act,2013 defines a member as:
1. The Subscribers to the Memorandum of a company shall be deemed to have agreed to become
members of the company, and on its registration, shall be entered as member in its register of
members.

2. Every other person who agrees in writing to become a member of a company and whose name is
entered in its register of members, shall be a member of the company.\

3. Every person holding shares of the company and whose name is entered as beneficial owner in the
records of a depository.
On this basis, apart from signing of the memorandum two pre- requisites for a person to become a
member of a company are:
i) The agreement in writing to take shares of the company; and

ii) The registration of his name in its register of members.

Besides, a person may also become a member of a company through the depository system.
Thus, a person can agree to take shares of a company either as the subscriber to the memorandum at the
initial stage of its formation or in any of the following manner:
a) by subscribing to its further or new shares;
b) on transfer of its shares from an existing member;
c) on acquisition or purchase of its share(for example, take-over bid, renunciation of rights by an
existing members);
d) on acquisition of its shares by devolution (for example, transmission of shares to legal heir of a
deceased member, on insolvency, upon merger/amalgamation through the Tribunal’s order); and
e) on conversion of convertible debentures or loans pursuant to the terms of issue of such debentures
or loan agreement respectively.

The fundamental difference between the subscribers who agree to take shares at the time of
formation of the company and persons who agree to take shares later is that the former become
members immediately on incorporation of the company, that is, they automatically become members.

The latter, through having agreed to take shares, become members only after their names are entered
in the register of members of the company.

A member by virtue of the contract with the company and any other members via the Memorandum
and Articles is entitled
➢ to have his name on the Register of members,
➢ to vote at the meeting of members,
➢ to receive dividends when declared,

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 ARJUN CHHABRA TUTORIAL
Of Arjun Chhabra
(CS LLB LLM)
Law Maven
➢ to exercise the right of pre-emption, return of capital on winding-up or
➢ on reduction of share capital of the company.

As a member he also has certain other rights which may or may not arise out of a contract. In exercise
of such rights, he is entitled
➢ to bring action to restrain the company from doing an ultra vires act,
➢ to attend and take part in the proceeding of meetings of the company and to move amendments.

A person who is a shareholder of a company has many rights under the Act. Some of them are:
i) The right to vote at all meetings [Sec.47];
ii) The right to requisition an extraordinary general meeting of the compay [Sec.100];
iii) The right to receive notice of a general meeting [Sec.101];
iv) The right to appoint proxy and inspect proxy register [Sec.105]
v) In the case of a body corporate which is a member, the right to appoint a representative to attend
a general meeting on its behalf [Sec.113]; and
vi) The right to require the company to circulate resolution [Sec.111].
vii) To have certificate of share held ready for delivery to him within two months from the date of
allotment [Sec.56]
viii) To Transfer shares subject to the provisions of the Act and Article of Association [Sec.44].
ix) To inspect the Register of members and Register of debenture-holders and get
extracts therefrom [Sec.94].
x) To obtain, on request, minutes of proceedings at general meetings as also to inspect the minutes
[Sec.119].
xi) To apply to the Tribunal to have any variation of shareholders rights set aside [Sec.48].
xii) To participate in the removal of directors by passing an ordinary resolution [Sec.169]

Certain other rights of a member spelt out by the Supreme Court in Life Insurance Corporation of India
v. Escorts Ltd. [1986] are:
i) To elect directors and thus to participate in the management through them;
ii) To enjoy the profits of the company in the shape of dividends;
iii) To apply to the court (now Tribunal) for relief in case of oppression;
iv) To apply to the court (now Tribunal) for relief in case of mismanagement;
v) To apply to the court (now Tribunal) for winding-up of the company; and
vi) To share in the surplus on winding-up

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