Corporate Law Referencer
It’s Different!
Presenting 360° view of the Companies Act, 2013 and Limited Liability Partnership Act, 2008 with section-wise arrangement of all Circulars, Orders, Rules and Notifications including Procedures, FAQs, Resolutions, Adjudication Orders and Judicial Precedents
Financial Year 2024-25
Tenth Edition, Updated upto 1st May, 2024
– Annual Editions: Reflecting all the changes since enactment of the Companies Act, 2013
– Section is the King: All Circulars, Orders, Rules and Notifications (CORN) including Procedures, FAQs, Resolutions and Judicial Precedents have been placed below the relevant section
– Quick Referencers: Containing 150+ procedures and compliance checklists for both Listed and Unlisted Companies under relevant sections
– Quick Reference Tables (QRTs): 22 Tables highlighting compliance by Listed and Unlisted Companies
– FAQs: 800+ FAQs addressing grey areas and practical issues
– Judicial Precedents: 250+ key judgments on crucial issues
– Draft Resolutions: 100+ resolutions under relevant sections
– Secretarial Standards (SS): Updated SS on Board meetings, General meetings, Board’s Report and Dividend
– Listed Companies’ Compliances: Compliance checklists and tables on Compliances for Listed Companies under the LODR, Takeover code, Insider Trading, Buy-Back and ESOP & Sweat Equity Regulations
– Adjudication Orders: 50+ adjudication orders issued by ROCs under various sections
-Stay Current: Updated Companies Act, 2013 and Limited Liability Partnership Act, 2008 including amendments made by the Mediation Act, 2023 updated upto 1st May, 2024
Editions
First Edition 2015
Second Edition 2016
Third Edition 2017
Fourth Edition 2018
Fifth Edition 2019
Sixth Edition 2020
Seventh Edition 2021
Eighth Edition 2022
Ninth Edition 2023
Tenth Edition 2024
Published by
OakBridge Publishing Pvt. Ltd.
M 35, 1st Floor, Old DLF, Gurugram, 122001, Haryana, India
Tel.: +91 124 4305970, E-mail: info@oakbridge.in
www.oakbridge.in
© eMinds Legal LLP (eMinds), 2024
Overview
Corporate Law Referencer
VOLUME 1
COMPANIES ACT, 2013
Table of Judicial Precedents……………………………………………………… xxiii
Section 1 – Section 470 [Chapter I to Chapter XXIX]
Along with section-wise arrangement of relevant Circulars, Orders, Rules and Notifications (CORN) including Procedures, FAQs and Judicial Precedents………………………………………………………….. 1.1-29.34
Schedules I to VII………………………………………………………….. 30.1-30.144
VOLUME 2 v
I. QUICK REFERENCE TABLES (QRTs)
T-1. Guidelines on UDIN and ECSIN for Company Secretaries in Practice and Employment 1.1-1.12
T-2. Part A. Annual Compliance Calendar for Unlisted Companies for Financial Year 2024-25 1.13-1.20
Part B. Annual Compliance Calendar for Listed Companies for Financial Year 2024-25 1.21-1.44
T-3. Compliance Checklist for Conducting Board Meetings……………………. 1.45-1.58
T-4. Compliance Checklist for Conducting General Meetings…………………. 1.59-1.88
T-5. Matters for which Special Resolution is Required to be Passed………….. 1.89-1.92
T-6. Items to be transacted only at a Board Meeting (i.e. not by circulation).. 1.93-1.96
T-7. Compliances based on Threshold Limits……………………………………… 1.97-1.110
T-8. Part A. Website Disclosures for Unlisted Companies……………………… 1.111-1.117
Part B. Website Disclosures for Listed Companies…………………………. 1.118-1.132
T-9. Compliances related to MSMEs……………………………………………….. 1.133-1.136
T-10. Exemptions/Privileges to Private Companies, Small Companies, Section 8 Companies and One Person Company 1.137-1.154
T-11. Registers under Companies Act, 2013………………………………………… 1.155-1.164
T-12. Committees of the Board………………………………………………………… 1.165-1.168
T-13. Regulatory Approvals under Companies Act, 2013………………………… 1.169-1.172
T-14. Powers of National Company Law Tribunal (NCLT)………………………. 1.173-1.178
T-15. Key FEMA Compliances with Respect to Issue of Capital to a Person Resident Outside India 1.179-1.198
T-16. Compliance Checklist for Limited Liability Partnership (LLP)……………… 1.199-1.216
T-17. Compliance Checklist – SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 1.217-1.366
T-18. Compliance Checklist – SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1.367-1.436
T-19. Compliance Checklist – SEBI (Prohibition of Insider Trading) Regulations, 2015 1.437-1.482
T-20. Compliance Checklist – SEBI (Buy-Back of Securities) Regulations, 2018 1.483-1.514
T-21. Compliance Checklist – SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 1.515-1.542
T-22. Disclosure under Board’s Report………………………………………………. 1.543-1.550
II. SECRETARIAL STANDARDS [SS1, SS2, SS3 AND SS4]
Secretarial Standard on Meetings of The Board of Directors [SS1]……………… 2.1-2.20
Secretarial Standard on General Meetings [SS2]…………………………………….. 2.21-2.48
Secretarial Standard on Dividend [SS3]……………………………………………….. 2.49-2.60
Secretarial Standard on Report of The Board of Directors [SS4]…………………. 2.61-2.76
III. NCLT AND NCLAT RULES
National Company Law Tribunal Rules, 2016……………………………………….. 3.1-3.60
National Company Law Appellate Tribunal Rules, 2016…………………………… 3.61-3.84
IV.THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
Along with Section-wise Rules, Circulars and Notifications………………………. 4.1-4.198
Here are 10 reasons why you will fall in love with CLR
1. Consolidated Book on Companies Act, 2013, the Limited Liability Partnership Act, 2008 along with Rules framed under these laws
Corporate Law Referencer delivers you a combined consortium of knowledge on the Companies Act, 2013 and Limited Liability Partnership Act, 2008 along with the Rules framed under these laws, providing in-depth knowledge and thorough understanding of a wide range of provisions applicable to different classes of Companies and Limited Liability Partnerships.
2. Annual Updated Editions
Started with the first edition in 2015, this is the 10th Edition of Corporate Law Referencer for the FY 2024-25. We plan to come up with the revised edition every year with updated law, commentary, FAQs, judicial precedents, compliance checklist on latest amendments and much more. Readers may stack all the progressive editions of Corporate Law Referencer every year sequentially, so that they can witness, understand, appreciate and preserve the letter of law as it changes.
3. Section is the King
With Corporate Law Referencer, all you need to remember is that the Companies Act, 2013 is just 470 sections. Let the 100s of Circulars, Orders, Rules and Notifications (CORN) issued on several sections of the Companies Act, 2013 not confuse you anymore. This is because all the relevant rules, clarifications and amendments i.e. the entire CORN are placed just below each section so that you get a 360º understanding of the section without flipping pages. So just jump to the relevant section and you can be sure of not missing, even a single word notified about that section by the Legislature.
4. Quick Referencers
Below each section in Corporate Law Referencer, you will find Quick Referencers, which provide section wise procedures and compliance checklists under the Companies Act, 2013 and the Limited Liability Partnership Act, 2008 in a very practical way. So, for instance, if you need to know the procedure of allotment of securities, just go to Section 42 or Section 62 and you will get everything in the Quick Referencers containing step-wise procedure just below those sections. Besides, Compliances applicable to Listed Companies have been added in the Quick Referencers under respective Chapters and separate updated compliance tables for Listed Companies relating to LODR, Takeover Code, Insider Trading, Buy-back and ESOP and Sweat Equity have been provided.
5. FAQs
This 10th edition of Corporate Law Referencer contains close to 800+ FAQs below the relevant sections which represent grey areas as well as interpretations of law on several practical issues faced by professionals.
6. Judicial Precedents
Corporate Law Referencer captures close to 250+ select landmark judgments as judicial precedents under the respective sections along with brief head notes. Only select judgments that extend the meaning or interpretation of any section and which do not contradict/merely repeat the provisions of the Companies Act, 2013, have been included. Moreover, special care has been taken to keep it brief and extract key ratios from long judgments.
7. Format of Resolutions
Formats of 100+ Resolutions under the relevant sections have been provided.
8. Adjudication Orders
In this edition, 50+ adjudication orders from the Registrar of Companies (ROC) on important matters have been added. The readers will learn about ROCs levying penalties for the non-compliance of routine nature like not mentioning the CIN on the letterhead, and also for other serious non-compliances.
9. Quick Reference Tables
22 Quick Reference Tables are provided in Volume 2 of the book, providing crisp and condensed information on the relevant topics of frequent use by Practitioners. A complete compliance guide has been provided in the form of these tables which can help readers to check separate compliances for Small Companies, LLPs, Listed Companies and other important topics like website disclosures, conducting Board Meeting & General Meetings, MSME, FEMA Compliances etc. A new compliance table on Disclosures under Board’s report is added in this edition to help professionals draft quality Board’s report.
10. Less is More
We understand that in this Insta world, time is the scarcest commodity. At eMinds Legal, our mission is Simplifying Law. We have, therefore, placed all the content in Corporate Law Referencer in such a short and crisp manner so that you get maximum value in minimum words.
If you would like to give us feedback or a testimonial for this book, please feel free to write to me at the coordinates below.
Best,
Dr Sumit Pahwa
Partner, eMinds Legal
Co-founder & CEO, Complinity Technologies
https://www.linkedin.com/in/spahwa/
E: sumit@emindslegal.com
Praise for Corporate Law Referencer
Despite existence of numerous books on Corporate Law, there has been a strong felt need for a comprehensive and credible work that enables and empowers Corporates, Legal Professionals and General Counsels to get precise, authentic and up to date information at one single place. The Corporate Law Referencer is an innovative and praiseworthy work from OakBridge Publishing that fulfils this need perfectly. It enables Corporate Law Professionals to quickly search and comprehend the most relevant information at one single place. I would like to congratulate the author and the Publisher on this Special 10th Anniversary Edition.
Dr Ashok Sharma, FCIArb, Founder President, Indian Corporate Counsel Association (ICCA)
I congratulate OakBridge Publishing and Sumit Pahwa for Corporate Law Referencer. I am sure that with its section-wise arrangement of all Circulars, Orders, Rules and Notifications, including Procedures, FAQs and Judicial Precedents, this innovative and uniquely designed book will provide immense value to the corporate and legal professionals. The annual edition of this book makes it a wise investment for corporates and legal professionals to help them stay updated and be efficient. I strongly recommend the same.
Manish Lamba, General Counsel, DLF Cyber City Developers Ltd.
“…a commendable attempt… this “Referencer” would serve as a benchmark in understanding the provisions of law and will improve the quality of professional services…”
Nesar Ahmad, Former President, ICSI, & CSIA
“…this book will provide the much-needed support to the practitioners and industries so that they always remain on the right side of law”
M M Chitale, Former President, ICAI
“Corporate Law Referencer is a Bible on Company Law with holistic coverage. It first gives you bare provisions of law, then explains the procedural nitty gritties of each section and finally solves your practical queries through hundreds of FAQs. It’s a one stop shop for understanding Companies Act, 2013.”
NPS Chawla, Co-Founder and Joint Managing Partner-Aekom Legal | Central Council Member-ICSI
“I am a big fan of Corporate Law Referencer and eMinds Legal has done a commendable job! I like this book as the provisions of the Companies Act 2013 and relevant Rules, Circulars, Exemptions, FAQs, etc. are compiled in one place and mentioned immediately after respective sections of the Act. It is very convenient to refer to relevant provisions of Rules, etc. and you don’t have to flip through the pages to refer to the relevant rules and notifications etc.”
Yug Samrat, Vice President & Group Company Secretary, Interglobe Group of Companies
“… a good book… analyzing and putting together all the provisions, circulars, forms, practical guidance and comparative analysis with respect to each subject matter at one place…”
Lalit Kumar, Partner, J. Sagar Associates
“…the book is an eminent guide for anyone to refer…a complete knowledge source of Indian Company Law in a user-friendly layout… an exceptional and proficient compendium for practical use – WORTH READING”.
Sameet Gambhir, VP (Corp. Law) & CS-DCM Shriram Ltd.
“single point reference for all corporate professionals and students.. comprehensive with well-structured sections / chapters…making it a simple and interesting read for all the readers”
Vinay Kumar, Head-Legal, CS & Compliance, Panasonic India
“Corporate Law Referencer is a great work on the complex subject of ‘Company Law’ and it simplifies the law to make it easily comprehendible and workable for corporates as well as professionals. Indeed a worthy addition in my library!!!
Hitender Mehta, Managing Partner, Centrum Law
After a long time, I have seen a work created by truly focused team of dedicated experts who love to find the solutions for various ambiguities in company law and pour in their heart and mind on paper in black and white to bring clarity in the provisions of the Companies Act, 2013. Happy Reading for enlightenment!!
Deepak Gajrani, Company Law Expert & Director, Deepak Gajrani Classes
“Corporate Law Referencer simplifies the way in which we read and use Companies Act, 2013. The book is exact, detailed, accurate, specific, very particular and to the point. Highly recommended to all.”
Ashish Jain, Company Secretary and Head Legal, IHHR Hospitality Pvt. Ltd.
“One of the best reference that I have come across on corporate laws which includes FAQ’s, analysis of various provisions, circulars, form, judicial precedents apart from checklist and procedures etc. at one place, providing a great support to professionals with an facility of updates on www.corporatelawreporter.com. The reckoner shows the hard work of the dedicated team of professionals who have been associated with the firm for more than a decade.”
Naresh Kapoor, Vice President & Head-Secretarial, Jubilant Bhartia Group
“Corporate Law Referencer is my most coveted book and I find it quite reliable. Whether it is notification, circular, rules, FAQ, quick referencer, or forms, all are given under the section itself. Professionals like lawyers, advocates, chartered accountants, company secretaries and cost accountants, whether in practice or in employment, all alike, will love this book. It’s the dream book of the students also because of its point-wise clarity and being easily understandable”
CS H K Bakshi, Practising Company Secretary
“As the reader of the book and young professional, I found this book a good source of information and solution. The FAQs and Quick reference of sections made this book very user-friendly. I would like to share this book with my friends and fellow members of ICSI.”
Govind Bhandari Maheshwari, Chief Compliance Officer and Company Secretary,
Micro Green Housing Finance
“I would rate a 5 star to the book. It’s one of a kind which is like no other book available in the market. The concept of placing the rules with the section is the best concept giving ease to the reader to have a holistic picture of the provisions.”
Priya Lohani, Assistant Company Secretary, Sajjan India Ltd
“I refer Corporate Law Referencer Book for my practice. The book has come out very well compared to all other books. Already waiting for the next edition.”
Veena B, Company Secretary in Practice
“CLR is an excellent yearly publication and your team deserves all the praise for the painstaking efforts and timely release.”
Niranjan S Doshi, Chartered Accountant,
M Com, LLB, FCA
This book is a reservoir of knowledge, covering different compliance requirements at one place. The lucid presentation of content in the form of Rules, quick reference of sections along with SEBI Compliance, timelines to do compliance, resolutions, compliance chart for all topics & thereafter FAQs, give us opportunity to do brainstorming. Also, reference of case laws, gives us decisiveness over topic. Due to these numerous & unique virtues, I have become an ardent reader. And now, this book has become a regular member of my personal & professional library, for constant guidance.”
Akhilendra Bahadur Singh, Company Secretary & Compliance Officer, RedTape Limited
ABOUT THE AUTHOR
eMinds Legal
eMinds Legal is a boutique Corporate Law Firm based in Gurgaon, India, specializing in Corporate Secretarial, Corporate Legal, Compliance, Accounting, Tax & Payroll. The firm comprises of a team of around 50+ professionals with in-depth subject matter knowledge and Partners having industry experience of over 20 years each.
eMinds Legal specializes in the following areas of Corporate Legal and Advisory:
Ø Corporate Secretarial & FEMA
- India Entry Services- Advisory, Incorporation, Business set-up etc.
- Secretarial support services, advisory & opinion
- Seeking approvals from Registrar of Companies, Regional Director or NCLT
- Due Diligence & Secretarial Audit
- Foreign Exchange Management Act compliances
- Voluntary Liquidation, Winding up
- ESOP Structuring and Implementation
- Corporate Restructuring – Mergers and Amalgamation
- Valuations, XBRL conversions, Stamp duty adjudication etc.
Ø Corporate Legal
- Drafting and Vetting of Agreements
- Corporate Restructuring & Transaction Advisory
- Intellectual Property Rights
- Cyber Laws
- Insolvency & Bankruptcy Code
- Prevention of Sexual Harassment of Women at Workplace Laws (POSH)
- STPI /SEZ Compliances
- Corporate & Commercial Litigation
Ø Compliance
- Registration & Licensing
- Compliance Framework
- Compliance Audits
- Compliance Software
Ø Accounting, Tax & Payroll
- One stop service for start-ups and SMEs for their accounting, tax or payroll needs
eMinds Legal
266, 267 & 268, Tower B-1, Spaze i-Tech Park,
Sector 49, Sohna Road, Gurgaon – 122018
contact@emindslegal.com
www.emindslegal.com
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