Table Of Contents: TABLE OF CASES TABLE OF STATUTES Chapters 1. Nature of Company and Registration .. Definition of company Corporate personality and advantages of incorporation Independent corporate existence Limited liability Perpetual succession Transferable shares Separate property Capacity for suits Professional management Access to money market 2. Memorandum and Articles of Association Memorandum of association Name clause Registered office clause Objects clause 2. Memorandum and Articles of Association (contd.) Liability clause Capital clause Subscription Objects, powers and ultra vires Alteration of memorandum Alteration of name [So 21] Alteration of registered office and objects clauses [So 17] Articles of Association Articles in relation to memorandum 3. Prospectus and Promoters Prospectus Definition Application forms [So 56] .. Public Issue Contents of prospectus Procedure for changing terms of the prospectus [So 61] Issuing Houses (Deemed prospectus) [So 64] Shelf Prospectus [So 60-A] .. Information memorandum [So 60-B] Remedies for misrepresentation 4. Prospectus and Promoters (contd.) Damages for deceit Compensation under Section 62 Rescission for misrepresentation 3. Shares, Membership and Share Capital Shares First issue in demat form [So 68-B] Allotment of shares Minimum subscription [So 69] Application money [So 69 (3)] Statement in lieu of prospectus [So 70] Opening of the subscription list [So 72] Shares to be dealt in on stock exchange [So 73] 4. Shares, Membership and Share Capital (contd.) Certification of transfer [So 112] Forgery in transfer. Rights of transferor and transferee Priority between transferees Transmission of shares Facilities for nomination .. Mortgage or pledge of shares Return as to allotment [So 75] Issue of shares at discount [So 79] 5. Shares, Membership and Share Capital (contd.) Annual returns [Ss. 159-161] Share Capital Kinds of share capital [Ss. 85 and 86] Derivative Hybrid 6.Directors and other Managerial Personnel Directors Position of directors Directors as agents Directors as trustees Directors as organs 7.Directors and other Managerial Personnel (contd.) Personal liability of the organ Appointment [Ss. 254-257] Casual vacancies [So 262] Additional directors [So 260] Appointment by Central Government. . 8. Directors and other Managerial Personnel (contd.) Duty of care .. Liability for Negligence Duty to attend board meetings .. Liability for non-attendance Duty not to delegate 9.Other Managerial Personnel Managing or whole time director or manager Procedure of appointment [So 269] Disqualifications [So 267] Manager Secretary 10. Meetings Statutory meeting (S. 165) .. Annual general meeting (S. 166) Extraordinary general meeting (S. 169) Power of Company Law Board to call a meeting (S. 186) Procedure of meetings Notice (Ss. 171-172) 11.Dividends, Audit and Accounts (contd.) 12.Borrowing, Lending, Investments and Contracts 13.Borrowing, Lending, Investments and Contracts (contd.) 14. Minority Protection 15.Kinds of Company 16.Reconstructions and Amalgamations 17.Winding Up 18.Winding Up (contd.) APPENDIX Changes made by the Companies (First Amendment) Act, 2002 Changes made by the Companies (Second Amendment) Act, 2002 SUBJECT INDEX