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section index for sebi ca13

The document outlines various regulations concerning the public offer and private placement of securities, including the roles of the Securities and Exchange Board, prospectus requirements, and liabilities for misstatements. It also details the management of share capital and debentures, including rights, variations, and regulations surrounding dividends and auditor appointments. Additionally, it discusses the structure and powers of the National Company Law Tribunal and Appellate Tribunal, including their composition, functions, and procedures.

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Ankita Tiwari
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© © All Rights Reserved
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7 views

section index for sebi ca13

The document outlines various regulations concerning the public offer and private placement of securities, including the roles of the Securities and Exchange Board, prospectus requirements, and liabilities for misstatements. It also details the management of share capital and debentures, including rights, variations, and regulations surrounding dividends and auditor appointments. Additionally, it discusses the structure and powers of the National Company Law Tribunal and Appellate Tribunal, including their composition, functions, and procedures.

Uploaded by

Ankita Tiwari
Copyright
© © All Rights Reserved
Available Formats
Download as PDF, TXT or read online on Scribd
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CHAPTER 3 (Sections : 23-42)

PROSPECTUS AND ALLOTMENT OF SECURITIES


PART I.—Public offer

23. Public offer and private placement.


24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
25. Document containing offer of securities for sale to be deemed prospectus.
26. Matters to be stated in prospectus.

27. Variation in terms of contract or objects in prospectus.


28. Offer of sale of shares by certain members of company.
29. Public offer of securities to be in dematerialised form.
30. Advertisement of prospectus.

31. Shelf prospectus.


32. Red herring prospectus.
33. Issue of application forms for securities.
34. Criminal liability for mis-statements in prospectus.
35. Civil liability for mis-statements in prospectus.

36. Punishment for fraudulently inducing persons to invest money.


37. Action by affected persons.
38. Punishment for personation for acquisition, etc., of securities.
39. Allotment of securities by company.

40. Securities to be dealt with in stock exchanges.


41. Global depository receipt.
PART II.—Private placement
42. Offer or invitation for subscription of securities on private placement.
CHAPTER 4 (Sections : 43-72)
SHARE CAPITAL AND DEBENTURES
43. Kinds of share capital.

44. Nature of shares or debentures.


45. Numbering of shares.
46. Certificate of shares.
47. Voting rights

48. Variation of shareholders‘ rights.


49. Calls on shares of same class to be made on uniform basis.
50. Company to accept unpaid share capital, although not called up.
51. Payment of dividend in proportion to amount paid-up.

52. Application of premiums received on issue of shares.


53. Prohibition on issue of shares at discount.
54. Issues of sweat equity shares.
55. Issue and redemption of preference shares.
56. Transfer and transmission of securities.

57. Punishment for personation of shareholder.


58. Refusal of registration and appeal against refusal.
59. Rectification of register of members.
60. Publication of authorised, subscribed and paid-up capital.

61. Power of limited company to alter its share capital.


62. Further issue of share capital.
63. Issue of bonus shares.
64. Notice to be given to Registrar for alteration of share capital.

65. Unlimited company to provide for reserve share capital on conversion into limited company.
66. Reduction of share capital.
67. Restrictions on purchase by company or giving of loans by it for purchase of its shares.
68. Power of company to purchase its own securities.

69. Transfer of certain sums to capital redemption reserve account.


70. Prohibition for buy-back in certain circumstances.
71. Debentures.
72. Power to nominate.
CHAPTER 8 (Sections 123-127)
DECLARATION AND PAYMENT OF DIVIDEND
123. Declaration of dividend.

124. Unpaid Dividend Account.


125. Investor Education and Protection Fund.
126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of
transfer of shares.

127. Punishment for failure to distribute dividends.


CHAPTER 10 (Sections 139-148)
AUDIT AND AUDITORS
139. Appointment of auditors.

140. Removal, resignation of auditor and giving of special notice.


141. Eligibility, qualifications and disqualifications of auditors.
142. Remuneration of auditors.
143. Powers and duties of auditors and auditing standards.

144. Auditor not to render certain services.


145. Auditor to sign audit reports, etc.
146. Auditors to attend general meeting.
147. Punishment for contravention.

148. Central Government to specify audit of items of cost in respect of certain companies.
CHAPTER 11 (Sections 149-172)
APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
149. Company to have Board of Directors.

150. Manner of selection of independent directors and maintenance of data bank of independent
directors.
151. Appointment of director elected by small shareholders.
152. Appointment of directors.

153. Application for allotment of Director Identification Number.


154. Allotment of Director Identification Number.
155. Prohibition to obtain more than one Director Identification Number.
156. Director to intimate Director Identification Number.

157. Company to inform Director Identification Number to Registrar.


158. Obligation to indicate Director Identification Number.
159. Punishment for contravention.
160. Right of persons other than retiring directors to stand for directorship.
161. Appointment of additional director, alternate director and nominee director.

162. Appointment of directors to be voted individually.


163. Option to adopt principle of proportional representation for appointment of directors.
164. Disqualifications for appointment of director.
165. Number of directorships.

166. Duties of directors.


167. Vacation of office of director.
168. Resignation of director.
169. Removal of directors.

170. Register of directors and key managerial personnel and their shareholding.
171. Members‘ right to inspect.
172. Punishment.
CHAPTER 12 (Sections : 173-195)
MEETINGS OF BOARD AND ITS POWERS
173. Meetings of Board.

174. Quorum for meetings of Board.


175. Passing of resolution by circulation.
176. Defects in appointment of directors not to invalidate actions taken.
177. Audit committee.

178. Nomination and Remuneration Committee and Stakeholders Relationship Committee.


179. Powers of Board.
180. Restrictions on powers of Board.
181. Company to contribute to bona fide and charitable funds, etc.

182. Prohibitions and restrictions regarding political contributions.


183. Power of Board and other persons to make contributions to national defence fund, etc.
184. Disclosure of interest by director.
185. Loan to directors, etc.
186. Loan and investment by company.

187. Investments of company to be held in its own name.


188. Related party transactions.
189. Register of contracts or arrangements in which directors are interested.
190. Contract of employment with managing or whole-time directors.

191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or
shares.
192. Restriction on non-cash transactions involving directors.
193. Contract by One Person Company.
194. Prohibition on forward dealings in securities of company by director or key managerial
personnel.
195. Prohibition on insider trading of securities.
CHAPTER 27 (Section : 407 – 434)
NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
407. Definitions.

408. Constitution of National Company Law Tribunal.


409. Qualification of President and Members of Tribunal.
410. Constitution of Appellate Tribunal.
411. Qualifications of Chairperson and members of Appellate Tribunal.

412. Selection of Members of Tribunal and Appellate Tribunal.


413. Term of office of President, Chairperson and other Members.
414. Salary, allowances and other terms and conditions of service of Members.
415. Acting President and Chairperson of Tribunal or Appellate Tribunal.

416. Resignation of Members.


417. Removal of Members.
418. Staff of Tribunal and Appellate Tribunal.
419. Benches of Tribunal.
420. Orders of Tribunal.

421. Appeal from orders of Tribunal.


422. Expeditious disposal by Tribunal and Appellate Tribunal.
423. Appeal to Supreme Court.
424. Procedure before Tribunal and Appellate Tribunal.

425. Power to punish for contempt.


426. Delegation of powers.
427. President, Members, officers, etc., to be public servants.
428. Protection of action taken in good faith.

429. Power to seek assistance of Chief Metropolitan Magistrate, etc.


430. Civil court not to have jurisdiction.
431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
432. Right to legal representation.

433. Limitation.
434. Transfer of certain pending proceedings.

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