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E.E. Jhirad's  Law Relating to  Private Companies E.E. Jhirad's  Law Relating to  Private Companies
× E.E. Jhirad's  Law Relating to  Private Companies
E.E. Jhirad's Law Relating to Private Companies
by (Revised by) Avtar Singh
Edition: 5th Edition, 1991  Reprinted, with Supplement 1996
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Product Details:
Format: Hardcover
Pages: 1038 pages
Publisher: Eastern Book Company
Language: English
Dimensions: 24.2 CM X 6.02 CM X 16 CM
Shipping Weight: 0.500(Kg)
Publisher Code: B/443
Date Added: 2001-01-01
Search Category: Lawbooks
Jurisdiction: Indian
Overview:

A comprehensive work dealing with formation, registration and incorporation; management and administration; powers and duties of directors; penalties and prosecution for non-compliance of statutory obligations; list of documents to be filed; advantages and limitations of private companies; sale and purchase of private companies; rules and forms; exhaustive commentaries with Indian and foreign case law.

Jhirad 's book on private companies has successfully filled a large void that existed in published literature on the special legal provisions, which apply to private companies. The book has been completely overhauled by the learned revising author, Dr. Avtar Singh.

Wherever possible, examples & forms followed by well-known companies are included. A notable feature is the chapter devoted to sale and purchase of private companies with forms and precedents. Useful information is furnished in the appendices as rules and regulations touching almost every aspect of a private company and allied matters. The book has a large practical orientation and can also be used as a legal guide in the day to day running of the affairs of the private company.

Company Directors & Managers, Executives, Lawyers, Chartered Accountants and all others concerned with the legal aspects of private company administration can depend on this book.

About The Author 

Dr. Avtar Singh, B.Com., LL.M., LL.D, is a multi-faceted personality, who has adorned his cap with multiple feathers- Author, Advocate, Professor. He has been awarded with numerous prestigious honours like Saraswati Sammaan by the U.P. Government and Vidya Bhushan Sammaan by the Hindi Sansthan in U.P., for his contributions in the field of legal education. In his decades long career he has been a visiting professor of Business Laws at IIM, Lucknow and Reader in Law at Lucknow University. 

Titles written by him have been prescribed by many leading universities and have been lauded by both students and teachers. His works and writing style have been appreciated both Nationally and Internationally. 

He has followed his signature style of writing in all his works- the most comprehensive study of the subject that he takes in his hands in a simple and lucid language. He has written in both English and Hindi languages. 

His list of works include: Business Law, Company Law (in English and Hindi), Competition Law, Consumer Protection: Law and Practice, Contract Law (Easy Law Series), Introduction to Company Law (in English and Hindi), Introduction to Law of Negotiable Instruments, Introduction to Partnership (including Limited Liability Partnership) (in English and Hindi), Intellectual Property Law, Law of Arbitration and Conciliation (in English and Hindi), Laws of Banking and Negotiable Instruments (in English and Hindi), Law of Carriage (Air, Land and Sea), Law of Contract and Specific Relief (in English and Hindi), Law of Insolvency, Law of Insurance, Law of Partnership (Principles, Practice & Taxation), Law of Sale of Goods (in English and Hindi), Negotiable Instruments (in English and Hindi), Textbook on Law of Contract and Specific Relief. 

Reviews

 

  • Kerala Law Times :

 

      The author has drawn on diverse sources, both Indian & foreign, in the shape of different reliable publications as well as different law reports.

 

  • Eastern India Regional Council (Institute of Company Secretaries of India) Bulletin :

 

      The book is useful for those who want to start private limited companies, containing all the details available at one place, thus avoiding the need for referring to a variety of books.

 

  • Labour and Industrial Cases :

 

      It is an extremely useful and eminently informative reference book for persons connected with private companies. It is really a most complete work on the subject concerning all aspects relating to the law of private companies.

 

  • Cuttack Law Times :

 

    Dr. Singh 's analysis on the subject unveils every aspect connected with it. Bench, Bar, Companies, Government agencies and students find the book not only of practical utility but also as a source of highlighting information.

Table Of Contents:
                   PREFACE TO THE FIFTH EDITION V
                   PREFACE TO THE FOURTH EDITION VII
                   TABLE OF CASES XXV
                   TABLE OF STATUTES LXXIII
                   CORRIGENDA LXXX

PART I : INTRODUCTORY
                   The place of private company 1
                   Restriction on Numbers 2
                   Kinds of company 4
                   The Normal Type 4
                   Public and private companies 4
                   Subsidiary Companies 5
                   Exemptions and Disclosures 6
                   Evolution of Private Company 7
                   Definition of Company 11
                   Companies Authorised to Register 12
                   Definition of Private Company 17
                   Restrictions as to Transferability of shares 17
                       Right of pre-emption 18
                   Restriction as to Members 19
                   Prohibition upon Issue of Prospectus 19

PART II : PRIVATE COMPANIES LIMITED BY SHARES NOT BEING SUBSIDIARIES OF A PUBLIC COMPANY

CHAPTER I : FORMATION AND REGISTRATION
FORMATION
                   Who can subscribe 20
                   Lawful Objects 22

REQUIREMENTS FOR REGISTRATION
MEMORANDUM OF ASSOCIATION
                   Form of memorandum 23
                   Requirements with respect to memorandum 23
                   The Name 24
                   Registered Office clause 26
                   Objects 27
                       Purpose of Objects clause 27
                       Objects and Powers 28
                   Share Capital 32
                   Liability 33
                   Stamp on Memorandum of Association 33
                   Articles of Association 34
                   Power exercisable if authorised by articles 36
                   Special provisions in articles 37
                   Specimen articles 37
                   Stamp on articles 37
                   Declaration of compliance with the requirements of the Act 38
                   Fees payable to the Registrar 38
                   Formation agreements 39
                   Agreements for converting partnership into private company 39
                   Formation agreements : Fuller forms 39
                   Agreements for sale of business to proposed company 40
                   New Business 41
                   Specimen Forms 42
                   Registration 42
                   Conclusiveness of certificate of incorporation 42
                   Legal personality of company 42
                   Memorandum and articles operating as binding contract 45
                   Promoters 46
                       Fiduciary Position 47

CHAPTER II : PROCEDURE SUBSEQUENT TO INCORPORATION
                   Commencement of business 51
                   Matters requiring attention immediately on incorporation 51
                   Registered office 51
                   Publication of Name and Address 52
                   Advertisement of authorised capital 54
                   Submission of return of particulars of directors etc. to Registrar 54
                   Allotment of shares and notification thereof to the Registrar 54
                   What is payment in cash? 56
                   Appointment of Auditors 57
                   Precedents of minutes of director's meetings 57

CHAPTER III : SHARE CAPITAL-SHARES-MEMBERSHIP
                   Capital Structure 60
                   Different kinds of capital 60
                   Alteration of memorandum in respect of capital clause 61
                   Notification of alteration to Registrar 64
                   Reserve share capital 65
                   Reduction of share capital 65
                   Kinds of Capital 66
                       Issued Capital 67
                       Subscribed Capital 67
                       Called up Capital 67
                       Paid-up Capital 67
                       Reserve Capital 67
                       Working Capital 67
                       Fixed Capital 67
                       Circulating Capital 67
                   Purchase by Company of its own shares 68
                   Shares 69
                       Preferences shares 70
                   Nature of shares-Share certificates 71
                       Stamp duty on letters of allotment 72
                   Transfer 74
                   Refusal to register transfer of shares 76
                   Rectification of register 79
                       Section 111 and the erstwhile Section 155 82
                       Transmission 83
                   Membership 84
                   Agreement to be member of company 85
                   Minor's contract to be member 86
                   Procedure of transfer 87
                       Blank Transfers 88
                       Transfer Contravening Section 108 90
                       Relationship between Transferror and Transferee 92
                   Mortgage or pledge of shares 94
                   Lien On Shares 95
                       Postponement and Loss of Lien 95
                   No Notice of Trust 97
                       Public Trustee 98
                       Declaration of Beneficial Interest 99

CHAPTER IV : DIRECTORS
                   Definition 101
                       Position of Directors 101
                   Appointment of directors 103
                       Appointment by Nomination 105
                       Voting Agreements 106
                   Appointment of managing and whole-time directors 107
                   Share qualification 107
                   Disqualifications of Directors 108
                   Additional grounds of disqualification for managing, and
                   whole-time directors 109
                   Age limit and other restrictions not applicable 109
                   Vacation of office by directors 109
                   Removal of Directors 112
                       Directors for life 113
                       Procedure for removal of directors 113
                   Resignation 116
                   Meetings of the Board 117
                   Validity of acts of directors 121
                   Assignment of office 123
                   Alternate directors 124
                   Powers of the Board and restrictions thereon 125
                   Powers exercisable only at meetings of the Board 126
                   Restrictions on powers of Board 128
                       Political Contributions 129
                       Contributions to National Defence Fund etc. 130
                   Acts in excess of powers 131
                   Disclosure by company to members of certain contracts 132
                   Interested director taking part in proceedings 133
                   Restrictions on remuneration of directors and number of directorships 133
                   Appointment of sole selling agents 134
                       Meaning of substantial interest 137
                       Compensation for loss of Office 138
                   Sanction of Board for certain contracts 139
                   Powers of Board to act in absence of managing agents, etc. 140
                   Disclosure of interest 141
                   Compensation for loss of office 144
                   Loans to Directors 147
                   Director's duty of skill and care 148
                       Exclusion of liability now not allowed 149
                       Standard and Degree of skill and care 150
                       Duty of Non-executive Director 151
                       Directors' Personal Profits 152
                   Business opportunities 152
                       Misuse of Corporate Information 154
                   Cessation of Directorship 154
                   Competition by Directors 156
                   Directors' Liability to creditors 156
                   Duty to attend meetings 157
                   Officer who is in default 158
                   Appointment to place of Profit 160

CHAPTER V : GENERAL MEETINGS
                   What are general Meetings 163
                   Statutory meeting and annual general meeting 163
                   When annual meeting to be held 163
                   Time and place of Annual General Meeting 166
                   Power of Company Law Board to call Annual General Meeting 166
                   Extraordinary General Meeting on requisition 167
                   Other meetings 169
                   Statutory provisions on procedural matters in respect of meetings 169
                   Length of notice 170
                   Contents of notice and manner of service 171
                       Manner of Service 172
                       Effect of omission to give notice 172
                   What is special business 173
                   Explanatory statement to be annexed to notice 173
                   Quorum 175
                   Chairman of meetings 177
                       Appointment by Court 177
                       Conduct of Business 178
                       Adjournment and postponement 178
                   Proxies 179
                   Inspection of proxies 180
                   Manner of voting and declaration of result 182
                   Polls 182
                   Restrictions on the exercise of voting rights 184
                   Right of members to use votes differently 185
                   Voting on shares held in Trust 185
                   Appointment of scrutineers 185
                   Powers of Company Law Board to call meeting 186
                   Resolution passed at adjourned meeting 186
                   Representation of corporations at meeting of companies
                   and of creditors 186
                   Ordinary and special resolutions 187
                   Whether company can provide a different majority requirement 189
                   Resolutions requiring special notice 189
                   Circulation of member's resolutions and statements 190
                   Minutes 190
                       Publication of reports of proceedings of general meeting 192

CHAPTER VI : ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION
                   General Rule relating to alteration 193
                   Change of Name 193
                   Rectification of Name 194
                   Provisions relating to Private companies existing before the
                   commencement of the Act 194
                   Temporary change of name on reduction of capital 195
                   Change of name by omitting the word 'Limited' 195
                   Chance of place of registered office 195
                   Alteration of Objects 195
                   Filing altered copy of Memorandum with Registrar 197
                   Transfer of Registered office 197
                   Extension of time for filing documents 198
                   Alteration of Memorandum in respect of clause limiting liability 198
                   Alteration of the capital clause 199
                   Alteration of Articles of Association 199
                       Alteration of Articles By Directors 200
                   Members not bound by alteration in respect of certain matters 201
                   Alteration to be noted in copies of Memorandum and Articles 201
                   Amendment of other provisions in the memorandum   201

CHAPTER VII : BOOKS AND REGISTERS
                   Papers, Books and Registers to be kept 202
                   Memorandum of Association, the Articles of Association, Agreements
                   and Resolutions referred to in Section 192 203
                       Penalty provision   204
                   Register of Members 205
                       Power of Company Law Board to Rectify the Register 205
                       Register prima facie evidence 205
                       Applicability to Private Companies 206
                       Things other than Transfer Matters 206
                   Index of Members 208
                   Register of Debenture holders 209
                   Index of Debenture holders 209
                   Foreign Register of Members and Debenture holders 209
                   Company's Register of Charges 210
                   Copies of Instruments creating a charge 210
                   Register of Directors, Mangers and Secretaries 210
                       Inspection of Register 211
                       Duty of Directors to make disclosures 211
                       Registrar's Register 212
                   Register of Directors' shareholdings etc. 212
                   Register of contracts, companies and firms in which Directors
                   are interested 213
                   Register of Company's Investments not held in its own name 214
                   The Minute Book of General Body Meetings ; The Minute Book of
                   Directors' Meetings ; the Minute Book of Committee Meetings 216
                   Inspection and Copies 217
                   Supply of Copies of Memorandum and Articles etc. 217
                   Inspection of Register of members, index of members, register and
                   index of debenture holders, copies of all annual returns together
                   with copies of certificates and documents required to be
                   annexed thereto 218
                   Contracts for appointment of manager etc. 219
                   Inspection of the register of directors, etc. 219
                   Inspection of directors' shareholding 220
                   Inspection of register of contracts in which directors interested 220
                   Inspection of Register of investments not held in company's
                   own name 220
                   Inspection of minute books 220
                   Inspection of books of account 220
                   Copies of balance sheet and auditor's report 222
                   Register of appointments of managing agents as selling agents etc. 223
                   Correction of Errors in Documents filed with Registrar 223

CHAPTER VIII : OTHER MANAGERIAL PERSONNEL
                   Managing agents, etc. 225
                   Managing Director 226
                   Managers 227
                   Secretary 227
                   New Rules as to qualifications of secretary 232

CHAPTER IX : MANAGEMENT AND ADMINISTRATION-MISCELLANEOUS PROVISIONS
                   Contracts, Deeds and Investments 234
                       Contracts before Incorporation 234
                       Mode of contracting 237
                       Authorisation 238
                       Bills of Exchange and Promissory Notes 239
                   Investments of the Company 240
                   Service of Documents 240
                       Service of documents on company 240
                       Service of documents on Registrar 241
                       Service of documents on members by company 241
                   Authentication of Documents 242
                   Annual returns 243
                   Managerial remuneration 246
                   Exclusion of Liability 247
                   Prevention of management by undesirable persons 247
                   Power to Restrain Fraudulent persons from managing companies 247
                   Restriction on appointment of firms and bodies corporate to office 250
                   Dividends 250
                       Changes made by the Amendment of 1988 253
                       Compulsory Reserves 254
                       Unpaid Dividend Account 254
                       Declared Dividend a Statutory Debt   255
                       Penalty Provisions 256
                       Restriction on payment to coerce Redemption of Irredeemable
                       Preference shares 256
                       Mode of Payment 257
                       Reserve Fund 257
                       Capitalisation of Profits 257
                       Bonus shares 258
                   Payment of interest out of capital 258
                   Books of accounts 259
                       System of Accounting 260
                       Directors' Right of Inspection 261
                       Inspection of Accounts by Official Agencies 261
                       Annual Accounts and Balance Sheet and Board's Report to the
                       General Meeting 262
                       Particulars of Employees in Directors' Report 264
                       New Rules as to Directors' Report 265
                       Recommendation of Dividend 268
                       Material Changes after the Date of Balance-sheet 268
                       Liability for Statements in Accounts and Reports 268
                       Filing of accounts 268
                       Penalty for Improper Issue etc. 271
                       Officers' duty to disclose Payments etc. 271
                       Documents to be annexed to Accounts, their meeting 272
                       Publication in the form in Table F in Schedule I 272
                       Right of Members to copies of Balance-sheet and Auditors' Report 272

AUDIT
                   Appointment of Auditors 273
                       Restriction on Number of Auditorships 276
                       Appointment by Special Resolution   277
                   Powers and functions of auditors 278
                       Valuation of Shares of private companies 280
                   Duties of Auditors 281
                       Duty of Care 281
                       Duty to the Company 283
                       Liability for fraudulent misrepresentation 286
                       Extended Audit Procedures and Auditors Reports 287
                   Audit of Branch Accounts 291
                   Special audit 291
                   Audit of cost accounts 292
                   Power of Registrar to call for special information 293
                   Seizure of documents by Registrar 293

CHAPTER X : BORROWING POWERS -DEBENTURES-CHARGES AND INVESTMENTS
                   Borrowing Powers 294
                   Exercise of Borrowing Powers 294
                   Restriction on Borrowing Powers 295
                   Debentures 295
                       Debenture Trust Deed 296
                   Remedies of debenture holders 297
                       Receiver 297
                       Manager 298
                       Chargee's Right of Interference 299
                       Receiver's Duty to Return Documents 299
                   Transfer of Debentures 299
                   Charges-Registration 300
                       Rectification of Register 303
                       Position while the company is a going concern 304
                       Filing of particulars sufficient 305
                       Pledge 305
                       Acquiring property subject to charge 306
                       Charge by virtue of series of debentures 306
                       Commission for Subscription 306
                       Certificate of Registration 306
                       Alterations and satisfaction 307
                       Time for raising objection 308
                       Where not necessary 308
                       Uncalled capital 308
                       Lien for cost of repair 309
                       Book Debts 309
                       Pledge and hypothecation 309
                   Floating Charge 309
                       Characteristics of Floating Charge 309
                       Subsequent Mortgagers or Charges 310
                       Statutory Restrictions 311
                   Crystallisation of floating charge 312
                   Notice of Charges 313
                   Registration of Charge when property is acquired subject to charge 313
                   Particulars to be filed with Registrar in case of a series of Debentures 314
                   Register of Charges 314
                   Duty of Company to file particulars 315
                   Satisfaction of Charge 315
                   Loans to Companies 316
                       Loans to Companies 316
                       Meaning of ''Same management'' 316
                       Register of Loans 317
                       Exceptions 317
                   Investments 317
                       Investment in other companies 317
                       Meaning of Group 319
                       Register of Investments 319
                   Invitation for Deposits 320
                   Acceptance of Deposits 320

CHAPTER XI : INVESTIGATION
                   Investigation when ordered 324
                       Mandatory provisions 325
                       Discretionary or Permissive Provisions 326
                       On Members' Application 327
                       On a report by Registrar under Section 234 327
                       Manner of Exercising Discretion 329
                   Investigation of connected companies 331
                   Production of documents and examination of officers 332
                   Application for seizure of books, papers etc. 333
                   Powers of Inspector and Reports of inspection 333
                       Report, a prima facie evidence 334
                   Action on Report 335
                       Prosecution 336
                   Expenses of Investigation 336
                   Investigation of ownership of Company 337
                   Investigation of Ownership of Shares 338
                   Restrictions upon Shares and Debentures 338
                   Voluntary Winding up not to stop investigation 339
                   Position of Legal Advisors and Bankers 340
                   Company Law Board 340
                   Constitution and Powers 340
                   Appeals against orders of the Board 341
                   Advisory Committee 342
                   Jurisdiction of Company Courts 342
                   Enforcement of Orders 344
                   Appeals from Orders 345

CHAPTER XII : PREVENTION OF OPPRESSION AND MISMANAGEMENT
                   Prevention of Oppression and Mismanagement 346
                   Right to apply 349
                   Powers of the Board 351
                   Powers of the Central Government 354
                       Independence of the petitioning shareholder 356
                       Res Judicata 357

CHAPTER XIII : WINDING UP
                   Dissolution 358
                   Modes of winding up 358
                   Liquidator 358 
                   Contributories 358
                   Debts provable 362
                   Application of Insolvency Laws 362 
                   Preferential payments 365
                   Insolvency Laws and Preferential Payments 368 
                   Amendment of Section 529 369
                   Deposits on Trust 370
                   Unclaimed Dividends and undistributed Assets 371
                   Fraudulent Preference 371
                   Avoidance of voluntary transfer 373
                   Disclaimer of onerous property 373
                   Transfer of shares after commencement of winding up 375
                   Avoidance of Attachments, executions etc. 377
                   Liquidators' power subject to sanction 378
                   Books and papers to be Evidence 379
                   Inspection of Books etc. by creditors and contributories 379 
                   Disposal of Books etc. 380
                   Information as to pending liquidations 380 
                   Deposit of Money 381
                   Unpaid Dividends and Undistributed Assets 382
                   Defunct Companies 383
                   Restoration 384

CHAPTER XIV : COMPULSORY WINDING UP
                   Winding up by Court 387
                       Period of Limitation 389
                   Failure to commence business or suspension of business 390
                       Inability to pay Debts 397
                   Petition for winding up 400
                       Creditors' Petition 400
                       Secured creditors 402
                       Contributory's Petition 402
                       Registrar's Petition 404
                       Contingent or Prospective Creditor 404
                       Application for Revocation of order 405
                   Right to present winding up petition where company is being wound
                   up voluntarily or subject to Court's supervision 405
                       Powers of Court on hearing petition 405
                   Commencement of winding up 407
                   Suits stayed on winding up order 407
                   Official Liquidator 412
                   Provisional Liquidator 412
                   General duties of liquidators 413
                   Supplementary Powers of Court 414
                       Meetings to ascertain wishes of Creditors or Contributories 414
                       Court or person before whom affidavit may be sworn 414
                   Statement of Affairs to be made to Official Liquidator 414
                   Report by Official Liquidator 417
                   Custody of company's property 418
                   Powers of liquidator 418
                   Discretion of Liquidator 419
                       Exclusion of time in computing periods of Limitation 419
                   Legal Assistant to Liquidator 421
                   Books to be kept by liquidator 421
                   Exercise and control of liquidator's powers 421
                   Presentation of accounts and audit 422
                   Control of Central Government over Liquidators 422
                   Committee of Inspection 423
                   Constitution and proceedings of Committee of Inspection 423
                   Power to stay winding up 424
                   Power to settle list of contributories 424
                   Delivery of Property 424
                   Payment of debts due by contributory and extent of set-off 426
                   Power of Court to make calls 426
                   Miscellaneous Provisions 427
                   Liability for Fraudulent Conduct of Business 427
                   Falsification of books 428
                   Frauds by officers 428
                   Offences by officers 429
                   Misfeasance Proceedings 430
                   Prosecution of delinquent officers and members 433
                   Power to arrest absconding contributory 433
                   Power to summon persons suspected of having property of company 433
                   Power to order public examination of promoters, directors etc. 434
                   Dissolution of company 435
                   Annulment of dissolution 436
                   Wrongful withholding of Property 436
                       Duty on Retirement or Termination 438
                   Special Statutory Protection 439
                   Winding up of Unregistered Company 441
                       Meaning of Unregistered company 441
                       Winding up 442
                       Winding up of Foreign Companies 442
                   Contributories 443
                   Association 443

CHAPTER XV : VOLUNTARY WINDING UP
                   Voluntary winding up 444
                       Members' voluntary winding up : Appointment of liquidator 445
                   Final meeting and dissolution 448
                   Creditors' voluntary winding up 449
                   Appointment of liquidator 449
                   Committee of Inspection 450
                   Liquidators remuneration 450
                   Board's powers on appointment of liquidator 450
                   Vacancy in the office of liquidator 451
                   Powers of liquidator to accept shares etc. as consideration for
                   sale of property of company 451
                   Duty of liquidator to call meetings 451
                   Final meeting and dissolution 451
                   Winding up subject to supervision of Court 452
                   Powers and obligations of liquidator appointed by Court 452
                   Position of Liquidator : Duties and Liability 453
                   Provisions applicable to every voluntary winding up 455
                       Statement of affairs 455
                       Powers of Liquidator 455
                       Removal of Liquidator 456
                       Costs of Voluntary Winding up 457
                       Income-tax liability 458
                       Arrangements with Creditors 458

PART III : PRIVATE COMPANIES WHICH ARE SUBSIDIARIES OF A PUBLIC COMPANY
                   Meaning of a holding company and subsidiary 459
                   Whether expression ''private company subsidiary of a public company''
                   includes a private company which is a subsidiary of a body
                   corporate incorporated outside India 460
                   Differences in application of Companies Act to private companies
                   which are, and those which are not, subsidiaries of a public company 461
                   Differences in application of the Act to Public Companies
                   and Private Companies 465
                   Conversion of Private Company into Public Company 469
                       Conversion by default 469
                       Conversion by operation of law 469
                       Acceptance of Deposits from Public 471
                       General Effects of Conversion 474
                       Additional Certificates along with Annual Returns 474
                       Deemed Public Company a Company of Third Category 474
                       Consequential changes 476
                       Effect on Remuneration 477
                       Interested Directors 477
                       Reconversion 478
                       Conversion by Choice 478
                   Government Private Companies 478
                   Conversion of Public Company into Private Company 479

PART IV : COMPANIES LIMITED BY GUARANTEE AND UNLIMITED COMPANIES
                   Essential characteristics of Guarantee Companies 481
                   Private companies limited by guarantee 481
                   Mode of formation 482
                   Provisions for dispensing with ''Limited'' in name of charitable or
                   other companies 482
                   Unlimited Companies 484

PART V : FORMATION OF A PRIVATE LIMITED COMPANY
                   A Suggested Questionnaire to ascertain in the wishes of Promoters 485
                   The Process of Formation 487
                   Memorandum of Association 488
                   Articles of Association 494

PART VI
THE SCHEDULES
APPENDED TO THE COMPANIES ACT, 1956
                   Synopsis 497
                   Schedule I : Regulations for Management of a company limited
                   by shares 498
                   Schedule IA : List of Relatives 526
                   Schedule II : Matters to be specified in Prospectus and reports to be
                   set out therein 527
                   Schedule III : Form of Statement in lieu of Prospectus to be delivered
                   to registrar by a company which does not issue a Prospectus or which
                   does not go to allotment on a Prospectus issued, and reports to be
                   set out therein 535
                   Schedule IV : Form of Statement in lieu of Prospectus to be
                   delivered to registrar by a private company on becoming a
                   public company and reports to be set out therein 540
                   Schedule V : Contents and form of annual return of a company
                   having a share capital 545
                   Schedule VI : Form of balance sheet 554
                   Schedule VII : Restrictions on powers of managing agents/secretaries
                   and treasurer 575
                   Schedule VIII : Declarations to be made by firms, private companies
                   and other bodies corporate acting as managing agents/secretaries
                   and treasurer 576
                   Schedule IX : Form of proxy 578
                   Schedule X : Table of Fees to be paid to the registrar 579
                   Schedule XI : Form in which Sections 539 to 544 of act are to apply
                   to cases where an application is made under section 397 or 398 581
                   Schedule XII : Enactments Repealed 584
                   Schedule XIII : Conditions to be fulfilled for the appointment of managing
                   or whole-time director or a manager without the approval of the
                   central government 584
                   Schedule XIV : Rates of Depreciation 589

PART VII : SALE AND PURCHASE OF PRIVATE COMPANIES
                   Procedure 595
                   Reconstruction And Amalgamation 600
                       MRTP Companies 603
                   Reduction of Capital in Amalgamation 603
                   Compromises and Arrangements 603
                   Sanction of the Court 605
                   Duties and Powers of the Court 607
                   Advantages of Court's Sanction 612
                   Power of Supervision 613
                   Legal Formalities 614
                   Take-over and Acquisition of Minority Interest 615
                       Employees 618
                       Effect upon employees 618
                   Transferor's Right to Sell-Verification 619
                       Legal Formalities 620
                   Amalgamation in National Interest 620
                   Preservation of Books and Papers of Amalgamated Company 621
                   Precedents 621
                       Agreement for Sale of Shares 621
                       Enquiries before contract on Purchase of Shares 637
                       Letter of Disclosure 641
                       Completion Agenda 642
                   Minority Shareholder's Agreement 644

APPENDICES
                   The Companies (Central Government's) General Rules and
                   Forms, 1956 650
                   The Companies (Issue of Share Certificates) Rules, 1960 778
                   The Companies (Fees on Applications) Rules, 1968 782
                   Offences Under the Companies Act, 1956 784
                   List of Documents to be Produced Before or Filed with the Registrar 819
                   The Companies (Appeals to the Central Government) Rules, 1957 826
                   The Companies (Preservation and Disposal of Records) Rules, 1966 828
                   The Company Law Board (Bench) Rules, 1975 830
                   The Companies (Appointment of Sole Agents) Rules, 1975 851
                   SUBJECT INDEX 861

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