Contract Costing by CA CS Sandeep Arora at KCC Ludhiana

https://youtu.be/cuqR7yiptes

Read More

Summary Notes of Criminal Procedure Code

http://www.kcctutorials.com/summary-notes-criminal-procedure-code-1973/

Read More

Most Important Company Law Points to remembers for CS/CA/CMA Students

Section	Requirement	Provision
149(1)(a)	Minimum number of directors	Public Company -3 Private Company -2 One Person Company - 1
149(1)(b)	Maximum Directors	15 To increase number of directors beyond 15, pass SR in GM
Rule – 3 read with section 149	Prescribed Companies for having at least one woman director	(i)             Every listed company (ii)            Every other public co. having -       PUC > Rs. 100 crore or -       TO > Rs. 300 crore   Explanation – PUC or TO, as the case may, to be taken as on the last date of latest audited financial statements.
149(4)	Minimum Independent Directors	Listed Public Company – 1/3 of Total number of directors and CG may prescribe any class or classes of public companies Explanation – any fraction to be rounded off as one.
Rule - 4	Prescribed public companies to have at least 2 independent directors	Prescribed Companies PUC > Rs. 10 crore or TO > Rs. 100 crore or  O/s Loans, debentures & deposits >  Rs. 50 crore  Provided min. no. of independent directors may increase due to composition of audit committee. Provided further this Rule not applicable if none of above three conditions fulfilled for 3 consecutive years. Explanation – PUC, TO etc. to be considered existing on the last date of latest audited F/S.
149(11)	Maximum consecutive terms of Independent director notwithstanding anything contained in section 149(10)	2 Consecutive terms, after that such ID not to be appointed or associated in the company for 3 years after ceasing to be ID
151 read with Rule 7	Appointment of Small Shareholder Director	- when to be appointed – In the case of Listed company only - Small shareholders are those who hold shares of nominal value of Rs.20,000 or less - Maximum small shareholder directorship at one time -     2 - Tenure:- 3 years
163	Option to adopt principle of Proportional representation for appointment of directors	·       If AOA so provides, at least 2/3rd of total directors shall be so appointed ·       Voting may be by single transferable vote or system of cumulative voting or otherwise and ·       such appointment may be made  once in 3 years ·       Tenure of directors so appointed - 3 years ·       Casual vacancy of such directors – as per section 161(4) i.e by BOD
165	Maximum limit of Directorships	- 20 directorships including alternate directorship -       Maximum number of directorships in public companies = 10 -   Private Ltd co. which is a Holding or Subsidiary of a public company to be considered as public company.
177	Audit Committee	Applicability – Listed Company and such other class or classes of companies, as may be prescribed, shall constitute Audit Committee. Prescribe Public  Companies (Rule – 6)          a.     PUC > Rs. 10 crore or          b.    TO > Rs. 100 crore or         c. Total  o/s Loans, debentures & deposits >  Rs. 50 crore  Explanation – PUC, TO etc. to be considered existing on the last date of latest audited F/S. Composition – Minimum 3 Directors and out of them majority to be of independent directors: Provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement.
Section 178	Nomination and Remuneration Committee	Applicability – Every listed company and prescribed companies Prescribe Public  Companies (Rule – 6)           a.   PUC > Rs. 10 crore or           b. TO > Rs. 100 crore or         c.  Total  o/s Loans, debentures & deposits >  Rs. 50 crore  Explanation – PUC, TO etc. to be considered existing on the last date of latest audited F/S. Composition - >3 non-executive directors out of which at least ½ shall be independent directors:  Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.
Section 178	Stakeholders Relationship Committee	The Board of Directors of a company which consists of more than 1,000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board.
Section 181	Company to contribute to bona fide charitable & other funds	- By passing BR in BM – up to 5% of average net profits for the 3 immediately preceding f/y, in any financial year. -     By passing OR in GM – beyond 5 %
Section 182	Prohibitions and restrictions regarding political contributions	- Who cannot make:- (i) Government Companies, (ii) Companies which has been in existence for less than 3 years - To Whom:- (i) to political party, (ii) to any other person for political purposes - Maximum amount in a f/y to Contribute:- 7.5% of average of last 3 F/Ys Profits - Requirement - Pass BR in BM
Section 183	Contribution to National Defence Fund etc.	Pass BR No Limit on Contribution
Section 186	Loan, Investment, Guarantee & Security by Company	-       Limit – 60% (PUC + FR +SP) or 100% ( FR + SP), whichever is higher -       Within Limit – Pass Unanimous BR -       Beyond Limit – Pass Unanimous BR + SR in GM
Section 188	Related Party Transactions ( Click on the link)	http://www.kcctutorials.com/1057-2/
4	Minimum Number of Members	-       Private Company – 2 -       Public Company - 7
2(68)	Maximum Number of Members in a Private Company	-       200
2(63) read with section 114	Ordinary & Special Resolutions	-       Ordinary Resolution – Passed with simple majority -       Special Resolution – Passed with 3 times majority i.e votes in favour are 3 times of votes cast against
101	Notice of GM	-       Must be sent at least 21 clear days before the meeting. -       Shorter notice must be approved by 95% members to make it valid.
115	Special Notice	-       Is sent by member to company. It should be sent at least 14 days before the meeting but not earlier than 3 months before the meeting. After receipt of special notice company issues notices to all other members at least 7 days before the meeting.
173	Notice of Board Meeting	-       is sent at least 7 days before the Board Meeting.
107 + 109 + 110	Value of vote	-       Voting by show of hands – 1 member = 1 vote -       Voting by poll – 1 share = 1 vote -       Postal Ballot = 1 member = 1 vote
65	Reserve Capital	-       May be kept by passing Ordinary Resolution
128	Place of Keeping Books of Accounts	-       To be kept at Registered Office -       To Keep any other place in India, Pass BR and intimate ROC within 7 days of passing BR
55	Tenure of Preference Shares	-       Up to 20 years -       In case of issued by Infrastructure companies  - Up to 30 years
71	Tenure of Secured Debenture	-       Up to 10 years -       In case of issued by Infrastructure companies  - Up to 30 years
73	Tenure of Deposits	-       Minimum – 6 months -       Maximum – 36 months
149	Tenure of Independent Director	-       Up to 5 years, and Maximum tenures 2
151	Tenure of Small Shareholders Directors	-       Up to 3 years
196	Maximum Tenure of Manager, MD or Whole Time Director	-       5 years
123	Payment of Dividend	-       Deposit into a separate bank a/c within 5 days of declaration -       Pay to shareholders within 30 days from the date of declaration -       Deposit unpaid dividend into ‘ Unpaid Dividend A/c’ within 7 days of lapse of 30 days -       After the lapse of 7 years , deposit Unpaid Dividend into “Investor Education and Protection Fund” A/c
77	Registration of Charge with ROC	-       Within 30 days from Creation -       Within 300 days from Creation with special permission of ROC in case of delay -       With the Permission of CG in case of delay beyond 300 days
79	Registration of Modification of Charge with ROC	-       Within 30 days from Modification -       Within 300 days from Modification with special permission of ROC in case of delay -       With the Permission of CG in case of delay beyond 300 days
82	Registration of Satisfaction of Charge with ROC	-       Within 30 days from Satisfaction -       With the Permission of CG in case of delay beyond 30 days
135	Applicability of Corporate Social Responsibility to specified companies	Every company having -       net worth of rupees five hundred crore or more, or -       turnover of rupees one thousand crore or more or -       a net profit of rupees five crore or more -
139	Applicability of Rotation Policy to  specified companies regarding Auditors	Meaning of specified companies: Listed company or all unlisted public companies having -       paid up share capital of Rs. 10 crore or more, -       all private limited companies having paid up share capital of Rs. 20 crore or more, -       all companies having public borrowings from financial institutions, banks or public deposits of Rs. 50 crores or more
141	Maximum Auditorships	-       20 Companies and Limit of 20 Companies  includes:- a)  Public Companies b) Private Companies having paid up capital of Rs. 100 crore or more Limit Excludes:       a.   Small Companies       b.   Dormant Companies       c.   One Person Companies       d.   Private Companies with Capital less than Rs. 100 crore
138	Internal Audit	(a) every listed company; (b) every unlisted public company having- (i)    paid up share capital of fifty crore rupees or more during the preceding financial year; or (ii)   turnover of two hundred crore rupees or more during the preceding financial year; or (iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or (iv)  outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and (c) every private company having- (i)    turnover of two hundred crore rupees or more during the preceding financial year; or (ii)   outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year: -
204	Secretarial Audit Applicability	- Every listed company - Every public company having a paid-up share capital of Fifty Crore rupees or more; or - Every public company having a turnover of Two Hundred Fifty Crore rupees or more.

Read More