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CA Final Paper – 4 – Corporate & Allied Laws
Summary of 27 Chapt ers on Board of Directors’ in 27 Pages covering
about 30% Examination Paper
Prepared by Prof. RD Maheshwari
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Prof. RD Maheshwari
Faculty, CALS
M.Com (Gold Medallist), LLB,
Diploma in Administrative Law and Labour Laws
Vijay Kapur
President & Dean
(Former Director, Board of Studies, The Institute of
Chartered Accountants of India)
CALS
Revision Material May 2016 Examination
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CA FINAL – CORPORATE & ALLIED LAWS
Dear Students,
Summary of topic of “BOARD OF DIRECTORS’ (BOD) 27 chapters in 27
pages.
BOD covers 30 per cent of examination paper.
PREPARE 1 /3rd
EXAMINATION PAPER IN HALF DAY
With best wishes.
(R.D.Maheshwari)
THE COMPANIES ACT, 2013
BOARD OF DIRECTORS
Introduction to Board of Directors
Only individuals be appointed directors. There can be executive and non-executiv e directors. Executive Directors
include Managing Director or Whole Time Director. Non-Executive Directors are simply directors. In the new Act, new
concept of “Kay Managerial Personnel” is introduced. Discussion on Board of Directors:
1. On appointment
& connected
matters. 2. On Qualification,
removal or vacation
&* resignation 3. On Managerial
remuneration. 4. On Restrictions
on powers of Board
of Directors. 5. Discussion on
meeting of Board of
Directors.
In new Act, some new features are introduced.
Terms of Independent
Director, Resident Director &
Woman Director Related Party Transactions.
These transactions intended
to avoid conflict of interest Provisions in regard to Audit
Committee strengthened and
new provision for
constitution of Nomination &
Remuneration Committee
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Chapter: 1
Company To Have Board Of Directors (Section 149)
(1) Minimum Number of Directors
For public company, minimum
number of directors is 3 For private company, minimum
number of directors is 2 For One person company, one
director is the minimum director.
(2) Maximum Number of directors
Maximum number of directors is 15 for each kind of
company After passing special resolution company may appoint
more than 15 directors.
(3) Woman Director (Sub sec. 1)
Woman Director on the Board (Rule 3) Companies (Appointment of Directors)Rules 2014
Class of companies shall appoint minimum one woman director –
(a) Listed company
(b) Other public company (i) With paid up capital of 100 crore of rupees or more or
(ii) Turnover of 300 crore of rupees or more
(4) Resident Director: Every company to have at least one director having stayed in India for total p eriod
of not less than 182 days in previous Calendar Year.
(5) Independent Director (Sub sec. 4)
In case of Listed Company at least 1/3rd
of total number of directors will be independent directors. Any
fraction in 1/3 rd
shall be rounded off as one (In a company where Audit Committee is constitute d, minimum
number of directors shall be 2 and not 1 of 3 directors.)
(i) For public companies (not listed companies) at least 2 directors will be independent
directors.
(a) Public companies with paid up capital of 10 crore of rupees or more or
(b) Public companies having turnover of 100 crore of rupees or more
(c) Public companies which have outstanding loans, debentures and deposits exceeding 50 crore rupees.
(ii) (a) Who can be Independent Director?
One who is a person of integrity and has expert knowledge.
(b) Who cannot be Independent Director?
Managing Director Whole Time Director Nominee Director.
Nominee director is one nominated
by financial institution or may be
appointed by Govt. or by any person
to represent its or his present.
(iii) Term of the Independent Director:
To hold office for a term up to 5 consecutive years.
Eligible for re-appointment on passing of special
resolution by the company. Disclosure of such
appointment be made in Board’s report
( Remember one term is up to 5 years)
Not more than 2 consecutive terms
No independent director shall hold office for more than 2
consecutive terms. After completion of 2 consecutive
terms, he will be eligible for the appointment after a gap
of three years. But during 3 years he shall not be
appointed in the company nor be associated with the
company in any capacity.
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(iv) Vacancy: Vacancy be filled up by Board not later than immediate next Board meeting or 3 months
whoever is later.
Maintenance of Data Bank
(Selection of Independent directors) (Sec. 150)
Data Bank shall be kept & maintained and Independent director may be selected from a data bank Data Bank
to contain names, addresses & qualifications of persons eligible & willing to act. It will be maintained by
agency with experience in creation & maintenance of data bank.
--------------------------------------------------- ------------------------------------------------------------- ----------------------------------------- ---
Chapter: 2
Appointments of Directors (Section 152)
Introduction:
Normally General meeting appoint
directors Board of Directors to appoint
additional director or to fill in Casual
vacancy & to appoint Alternate
Directors Third parties to nominate their
representatives on Board known as
Nominee Directors
(1) First Directors (Section 152) (1)
1. Articles can name Ist Directors
2. Articles can provide the manner for Ist Directors In the absence of prepared articles, subscribers may
decide Ist Directors. Subscribers to memorandum, if not
able to decide will themselves be first directors., until
directors are duly appointed.
(2) Directors in public company (Section 152)
Section 152 provides these options.
(a)
(i) Articles of association may provide for retirement of all directors in every AGM.
(b)
In case articles do not provide for retirement of all directors in
every Annual General Meeting (AGM), following provisions
will apply
At least 2/3 directors shall be directors retiring by
rotation (Minimum number of retiring directors shall be 2/3 r
d.
Retiring directors can be more than 2/3 or all
directors can be retiring by rotation.) and
They Shall be appointed in general meeting.
Remaining directors (non-retiring) if any, will be
appointed in general meeting or articles may provide
the manner for their appointment.
Directors to retire by rotation appointed under section 152 in general meeting.
(i) How many to
retire every year? In Who will retire?
In the company suppose A, B, C, D,
E, F (six) are directors. Retiring by
Adjournment of AGM
Company in AGM
does not reappoint However, in following
cases retiring director
will not be deemed to be
reappointed:
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every AGM 1/3rd of
directors who are to
retire by rotation
shall retire. W hen
1/3rd comes in
fraction nearest to
1/3 shall retire.
Directors who retire
can be reappointed
or other persons
can be appointed in
their place.
rotation. 1/3rd
to retire. Out of 6, two
will retire. Who will retire ? Among
these directors those who are
longest in office since the last
appointment will retire first.
However, if all directors are
appointed on the same day then
who will retire? In that case
directors who will retire will be
determined by agreement or in the
absence of agreement it will be
decided by lot. AGM can reappoint
retiring directors or AGM can
appoint other persons as directors
them nor co. appoints
others, AGM shall be
adjourned to next day
at the same time and
place (not a national
holiday) In adjourned
meeting, vacancy is
not filled ii, retiring
director be deemed to
be re-appointed
If retiring director is
disqualified; or
If the retiring director
has given notice to the
Co. or to the Board
about his unwillingness
to be reappointed
Directors appointed under special acts:
There are some institutes like IDBI, UTI, SBI, LIC created under
sp ecial acts. Special acts give them right to appoint directors in company. Directors appointed by t hem under special
acts not taken into account for counting 2/3 rd
of directors.
--------------------------------------------------- --------------------------- ------------------------ -----------------------------------------------------
Chapter: 3
Appointment of Directors Voted Individually
(Section 162)
In general meeting of public co., appointment of 2 or more than 2 directors not be made by single
resolution. It is permissible if agreed at meeting without any vote against i t.
Consequence of Contravention:
Appointment made in
contravention is defective Appointment defectively made not
be deemed to be automatically re-
appointed when he retires. For defective appointment, benefit
of section 176 available i.e. Acts
during tenure protected till the
time defect is noticed.
----------------------------------------------------------------------------------------------------------------------------- ---------------------------- --
Chapter: 4
Defects in Appointment of Directors Not To Invalidate Actions (Section 176)
Acts done by a director shall be valid
(a) If done before it was noticed that his appointment was invalid because of
defect or disqualification (Illu stration : X a director retiring by rotation was
appointed on 30 th
Sept. 2014 in Annual General
Meeting and some defect was left in his
Acts done by a director shall not be
valid
If acts are done after his appointment has been noticed
by the company to be invalid or to have been terminated.
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appointment. This defect was not noticed until 30 th
Sept. 2015. Acts therefore, done by him
between 30 th
Sept. 2014 to 30 sept. 2015 will be
valid.)
(b) if done before it was noticed that his
appointment has been terminated
for reason of any provision in this Act or in the
articles of the company.
Note: There is a defect or disqualification in appointment.
Acts done by director are valid if done before defect is
discovered. Defect is discovered & thereafter acts done
not protected.
----------------------------------------------------------------------------------------------------------------
Chapter: 5
Appointment of Director Elected by Small Shareholders (Section 151)
Introduction
Section 151 and rule 7 of Companies (Appointment & Qualification of Directors) Rules enable the small shareholders
to have their representation in the Board of Directors
Section 151 of Companies Act, 2013 Rule 7 of Companies(appointment & qualification of
directors ) Rules 2014
1. One director by small shareholders. (Section 151)
A listed company may have one director elected by small shareholders in such manner as m ay be prescribed .
Who is small shareholder?
Small shareholder is one who holds shares of nominal value of not more than 20 ,000/- rupees or such other
sum as may be prescribed.
2. Companies (Appointment of Directors) Rules, 2014. (Rule 7) (Before
Appointment)
Notice:- (Listed company may opt to have a director representing small shareholder s suo motu. (on its own) In such
case requirements of notice shall not apply)
A listed company may have a small shareholders’ director elected by small sharehold ers upon notice by
Not less than 1000 small shareholders or 1/10 of total number of small shareholders
Whichever is lower.
Small shareholders proposing a person as a candidate shall leave
(1)
Notice
of their intention with the company under their signature
at least 14 before the meeting. Notice will specify name,
address, shares held and folio number of the person
whose name is being proposed. (2)
Notice given shall also specify
Such particulars of the small shareholders who
propose the person for the office of director.
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(1) Such Director is Independent Director:
Such director after appointment shall be considered as
independent director and he will comply conditions of
being independent as specified in section 149 He will also make declaration that he meets the criteria of
being independent.
(2) But such director
(a) Shall not be liable to retire by
rotation. (b )His tenure as small shareholders
director shall not exceed a period of 3
consecutive years and (c) on the expiry of the tenure, such
director shall not be eligible for the re -appointment.
Small Shareholder director shall not be in more than 2
cos. at same time. (Limit upto 2 cos.) However, 2 nd
co.
not be in business competition with Ist co. Small Shareholder director ceases to be director, for 3
years not to hold office as Small Shareholder Director in
co. During 3 years not be appointed in any other capacity
--------------------------------------- -------------------------------------------------------------------------
Chapter: 6
Provisions Regarding Meetings of Board of Directors (Section 173, 174 and 175)
(1) Number of Board Meetings (Section 173 ) (1)
Ist Meeting
Every Company shall hold first meeting of the Board
within 30 days of its incorporation. Thereafter to hold minimum 4 meetings every
year . Not more than 120 days shall intervene between
two consecutive meetings of the Board.
(2) Notice for Board Meeting (Section 173) (3)
Notice for the Board Meeting shall be given in writing Not less than 7 days before the meeting.
To every director at his address registered with the company (address registered with the company. This address
may be Indian address or abroad address.)
Such notice shall be sent by hand delivery or by post or by electronic means.
For transacting urgent business
Meeting of the Board may be
called at shorter notice to transact urgent business.
But in such contingency, at least one independent
director if any, shall be present at the meeting.
In the absence of independent directors, decisions taken
at such a meeting shall be circulated to all the directors.
Decisions taken shall be final only on ratification by at
least one independent director, if any.
(3) Participation of Directors:- (section 173 (2) and Rules 3, 4 of Companies (Meetings of Board
and its powers ) Rules, 2014
Participation of directors in a meeting of the Board may be Either in person or
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Through video conferencing or other audio visual means as prescribed. They sho uld be capable of recording
and recognizing the participation of the directors. They should be capable of s toring the proceedings along
with date and time.
(4) Quorum for Board meetings (Section 174) (1) (3) Quorum is the minimum number of
competent directors with whose presence the business can be transacted in board meeting.
Quorum:-
Quorum is 1/3 of total strength and if it comes in
fraction it is rounded up
Or
Two
Whichever is higher
Participation of directors by video conferencing or by
other audio visual shall be counted in quorum.
Quorum when 2/3 rd
Directors are interested
2/3 rd
or more than 2/3 of directors are interested, all
remaining directors not interested should be present in the
Board meeting to constitute the quorum but the number of
directors present should not be less then two.
Illustration:- Company has 9 directors. 7 are interested
(more than 2/3 rd
) To constitute the quorum remaining 2 who
are not interested should be present.
(5) Resolution by circulation. (Section 175)
In specified circumstances, resolutions are necessarily to be passed in board meeti ngs. In other circumstances board
resolution can be passed by circulation.
Procedure for resolution by circulation
Resolution by circulation by board of directors or by a committee shall be deemed to be passed if following conditions
are fulfilled.
(a) Draft resolution with necessary papers are sent to all the directors or members of the
committee as the case may be at their
addresses in India registered with the
company. This can be done by hand
delivery or by post or by courier or through
electronic means. (b) Shall be approved by
majority of directors
or members of the
committee who are
entitled to vote on the
resolution. (c) Resolution passed should be noted at a subsequent meeting of
the Board or of the committee as
the case may be. Resolution
passed shall be made part of the
minutes of such meeting.
------------------------------------------------------------------ ----------------------------------------------
Chapter: 7
Additional Director, Director in the Casual Vacancy, Alternate Director, Nominee Director, Director by Proportional Representation (Secs 161, 163)
(1) Appointment of Additional Director: Appointment of additional director is need based and need
arises Board appoints
Section 161 (1) of Companies Act, 2013 provides
(i) Articles of a company may confer on its Board of Directors the power to appoint an additional
director at any time.
(ii) A person, who fails to get appointed as a director in a general meeti ng, cannot be appointed as
an additional director.
(2)Filing Casual Vacancy: When there is casual vacancy, board can fill in (Section 161)
Section provides
The director appointed in general meeting vacates the office before the expiry of his term, Board of
Directors (BOD) of public company in its meeting can fill in the vacancy. This is applicable in the
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absence of articles
The person appointed in casual vacancy shall hold office till the time the person in whose place he
has been appointed could have held the office.
Note: Director appointed in general meeting & vacancy repeatedly occurs. Board can fill in
u/s 161 when vacancy occurs. Board is advised instead of filing casual vacancy, it can
appoint as additional director if articles authorize the Board.
(3) Appointment of Alternate Director: This is another contingency that the Board of
Directors if authorized can appoint alternate director.
(Section 161) provides
In case Board of Directors (BOD) is authorised —
(i) By articles or
(ii) By resolution in general meeting (GM)
Board can appoint an alternate director to act for a director (original) during his absen ce from India for a
period not less than 3 months.
Prohibitions:
1. Board cannot appoint alternate director a
person who is already Alternate Director
for another director in the same company
2. No person shall be appointed as an
alternate director for independent
director unless he is himself qualified to
be appointed as an Independent Director
Term of Alternate Director
Term of Alternate Director:
Term of alternate director shall not
be longer than the term available to
director (original director) in whose
place he has been appointed. Original director
returns
As and when original
director returns to
India alternate director
shall vacate the office. Term of original director expires
Suppose the term of original
director expires before he returns
to India the provision of automatic
reappointment shall apply to the
original director and not to the
alternate director.
(4) Nominee directors (Section 161)
Subject to articles, Board of Directors may appoint any person as a director
nominated by an institution in pursuance of the provisions of any law or of any agreement or
nominated by the Central govt. or the State Govt. by virtue of its shareholding in a Governmen t company
----------------------------------------------------------------------------------------------------------------
Chapter: 8
Number of Directorship (Section 165 )
(1) Be director in not more than 20 companies (Section 165)(1)
No person shall be director at the same time in
more than 20 companies. This number includes
the alternate directorship. Number of public companies shall not exceed 10
Directorship in private company which is holding or
subsidiary company of public company shall be included in
the public company.
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Note: - Provisions of this sub section shall not apply to companies with charitab le objects formed
u/s 8 vide V No. 1/2/2014 D.L.I dt.5-6-2015
(2) Lesser number of companies (Sec. 165(2) Members by special resolution
may specific lesser no. of cos. in which a director may act as directors. Thu s members can
restrict the number.
------------------------------------------------------------------------------------- ---------------------------
Chapter: 9
Right of Person Other Than Retiring Director To Stand For Directorship (Section 160)
(1 ) Person by following specified procedure eligible to be elected in general meeting.
Director who is retiring by rotation need not to follow procedure for his
reappointment.
(a) Procedure: —
Person concerned to leave candidature: —
Person at least 14 days before the meeting can leave his
candidature under his signature at the registered office of
Company He shall also deposit 1 lakh of rupees or higher
amount as may be prescribed
1 lakh rupees has been substituted for 10,000/- or such
higher amount as may be prescribed- F.No. 2/11/2014-
CL.V, dated 5-6-2015
Member’s notice of proposal:—
OR any member at least 14 days before the meeting can
leave notice of his intention at registered office of the
company to propose the name of a person for
directorship. Member shall deposit 1 lakh of rupees or
higher amount as may be prescribed
1 lakh rupees has been substituted for 10,000/- or such
higher amount as may be prescribed. F.No. 2/11/2014
CLV, dated 5-6-2015
To refund the amount
Person gets elected or gets more than 25 per cent of total valid votes cast on sho w of hands or on poll,
amount deposited shall be refunded to the person who deposited the amount.
To serve individual notices at least 7 days
before meeting of candidature or the
intention of member to propose him
Through electronic mode to such members who
provided their e-mail addresses for communication
purposes
In writing to all other members and
Shall place notice of candidature or intention on the website of the company, if any.
To advertise
Individual notices shall not be necessary if the company
advertises candidature or intention one in the principal
language of the district and one in English language at
least 7 days before the meeting language. .
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Chapter: 10
To file the Consent (Section 152 (5))
(1) Introduction
Principle underlying the section is that a person who is already a director is only seeking reappo intment. He needs not
to file his consent as his functioning as a director is an evidence of consent. Person seeking fresh appointment should
file the consent to act.
Brief statement of main points
Person appointed as director has to give the
consent.
Rule 8 Companies (Appointment of Director) Rules, 2014
To furnish consent in writing in FORM DIR-1
(2) To give the consent:-
1. Person appointed as a director shall not act as a director unless
He gives his consent to hold office as director and Consent be filed by company with Registrar in 30 days
of appointment in prescribed manner.
----------------------------------------------------------------------------------------------------------------
Chapter: 11
Disqualifications for Directorship (Section 164)
(1) Disqualifications: (Section 164)
Person not capable for appointment ( Sub section 1)
(a) Person of
unsound
mind
(b) An un- discharged
insolvent (un
discharged is
though insolvent
but not freeing
from liability)
(c) He applies for being
adjudged a s
insolvent
(d) Convicted for offence of moral turpitude or otherwise & sentenced to not less than 6 months
and period of 5 years not passed after expiry of
imprisonment.
Person is convicted of offence & sentenced to imprisonment for 7 years or more, he is ineligible
for appointment (Person is convicted for 7 years,
expiry of 5 years from release does not make
qualified
(e) Order disqualifying
him for
appointment
is passed by
court or
Tribunal and
order is in
force.
(f) Calls are not paid on shares
for 6 months
from last date for
payment of calls.
(g) He is convicted
during
preceding 5
years of
offence of
related party
transactions
u/s 188 (h) He has not complied with sub section (3) of
section 152 i.e. he has not been allotted the
Director Identification Number (DIN)
(2) As per sub section (2) Person who is director shall not be eligible for reappointment in co. or appointmen t as
director in other company for 5 years if
1. Company in which he is a director fails to file annual return or financ ial statements for continuous period of
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3 financial years OR
2. Co. in which he is a director fails to pay deposits due or interest thereon du e or fails to redeem debentures
on due date or pay interest due thereon or fails to pay declared dividend and default cont i nues for one year
or more.
----------------------------------------------------------------------------------------------------------------
Chapter: 12
Vacation of Office of Director (Section 167)
(1) Director shall vacate his office (Sub-Section 1)
(i)He incurs any of the
disqualifications specified
in section 164 (ii)He absents from all
meetings of Board of
Directors held during a
period of 12 months (iii)He acts in contravention
of section 184. This
contravention is in regard
to entering into contract or
arrangement in which he is
directly or indirectly
interested. (iv)He fails to disclose his
interest in any contract or
arrangement in which he is
directly or indirectly
interested in contravention
of section 184.
(v) He becomes
disqualified by order of
Court or Tribunal (vi)He is convicted by
court offence of moral
turpitude or otherwise
& imprisonment for not
less than 6 months.
Note:- He shall
vacate office even if
he has filed appeal
(vii) He is removed in
pursuance of
provisions of Act.
(viii)He is holding office
in holding, subsidiary
or associate company
and by such holding,
he becomes director
Ceasing to hold
employment is ground
of vacation.
Note: Director functions as director when he knows that he has vacated office, shall be punishable for
Imprisonment – may extend to one year or Fine not less than 1 lakh to extend to 5 lakhs or with
both (Imprisonment & fine)
Chapter: 13
Removal of Director by shareholders (Sec. 169)
(1) Removal of director by shareholders (Sec. 169)
Co. by ordinary resolution can remove director.
Following directors can’t be removed:—
Director is appointed by the tribunal to prevent Directors are appointed by proportional
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the Oppression and Mismanagement. representation. Number should not be less than 2/3 rd
of total directors. (Directors other than appointed
under proportional representation can be
removed)
Procedure for removal of a director :
(a) General meeting
Director is removed by members in general meeting. General be called for remov al special notice i s needed & for
removal it should be given.
Extraordinary General Meeting may be called for the purpose. This may be called by Board of Directors on
requisition of
Members holding 1/10th of the paid up capital (Sec.
100) OR 1/10 th
of total voting power when co. not having
share capital. (section 100)
(b) Special Notice
Special notice in terms of sec. 115 be given to company
For removal of a director OR To appoint director in place of removed director
Special notice be given
By members holding minimum 1 per cent of total voting power or
By members holding shares aggregate minimum 5 lakhs of rupees as prescribed has been paid.
----------------------------------------------------------------------------------------------------------------
Chapter: 14
Resignation by Director etc. (Section 168)
(1)
Right of director:
Director may resign by giving notice in writing to
Company
Director who resigns shall forward copy of
resignation to Registrar in 30 days with detailed
reasons for resignation
Director who has resigned be liable for offences
occurred when he was in office.
Obligations of Board of Directors:
On receipt of notice,
Board shall take note of it. Board shall intimate
Registrar in the Form no. 12 in 30 days (Rule
15 of Cos. (App.of Directors)
Co. shall place resignation in the report of
directors to be laid in following general meeting.
(2) Resignation of the Managing Director (M.D.)
Position is different in case of a managing or whole time director. Formal acceptanc e of resignation is es sential
to make it complete and effective. Managing director occupies two positions (i) first of a director & (ii) other of
whole time employee.
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Chapter : 15
Compensation for Loss of Office (Section 202)
(A)Compensation payable (S/S1)
Compensation for loss payable to Managing Director (MD), W hole Time Director WTD.) and Director who is Ma nager.
(B) Compensation not payable to any other director for loss of office
(C) Compensation though payable but will not be paid
when M.D. etc. resigns for
reconstruction or amalgamation & is appointed as M.D. etc., when office vacated u/s 167, winding up to take 9place
on account of negligence, if guilty of fraud, breach of trust, gross negligence etc. or they inst igate others to terminate.
As per rule 17 of Cos. (Meetings of Board & its powers) Rules – no
compensation be payable
In default of
redemption of deb.
Or interest or not
paid dividend on
pref. shares. In default in
redemption of
deb. Or interest In default of
repayment of
liability payable
to any bank etc. In default of dues
for income tax,
VAT, excise duty,
service tax. Outstanding
statutory dues to
employees not
paid
(D) Amount of remuneration not prohibited
M.D. WTD or Manager renders services in other capacity. Payment for these servic es is not prohibited despite
compensation is prohibited.
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Chapter: 16
Duties of Directors (Section 166)
(1) Directors to Act
Director to act as per articles of association of
the company. Directors (a) To act in good faith to promote objects
(b) To act for benefits of members.
(c) To act in the interest of company, employees, shareholders, community.
(d) To take efforts for protection of environment
(2) A director of a company
To exercise duties with due & reasonable care, skill & diligence
To exercise independent judgement.
Not to assign.
Director shall not assign his office & assignment, if made, shall be void. Oriental Metal Pressing V.
B.K.Thakur . A held office as M.D. for life in pvt. Co. Articles gave the power to appoint his successor. A appointed
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“G” by will to succeed after his death. This is app ointment. Appointment is made when there is vacancy. This is not
assignment. Assignment occurs when office is held. Appointment made is valid.
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Chapter: 17
Appointment and Remuneration of Managerial Personnel (Sections 196, 197, 198, 199, 200, 203)
Meaning of Managing Director, Manager and Whole Time Director
Managing Director
A director entrusted by resolution in
general meeting or by its Board of
Directors with substantial powers of
management
Manager
An Individual having
management of whole or
substantially whole of co.
Director too can be manager.
Whole Time
Director
A director in whole time
employment of company
(1) Appointment, Disqualifications, Terms of Appointment (Section 196)
Section 196 provides no company shall appoint or employ at the same time
(a) Managing director (MD) and
(b) Manager.
No company shall appoint or re-appoint
Managing director, whole time director or manager
exceeding 5 years at a time Can be re-appointed. Re-appointment not be made
earlier than 1 year before expiry of term.
(2) Remuneration of Managing Director, Whole Time Director or Manager:
Remuneration to managing director or whole time director or manager not to exceed 5 per cent of net
profits of company.
More than one in number, remuneration not to exceed 10 % of net profits to all.
Remuneration to directors –(not managing director nor whole time directors ) not to exceed
(a) 1 per cent of net profits when there is managing or whole time director or manager.
(b) 3 per cent of net profits in other case. Company in general meeting may increase remuneration.
(3) Determination of remuneration:
Remuneration payable to directors, managing or whole time director or manager be determined
By Articles of company or
By resolution or
If articles require then remuneration be determined by special resolution.
Remuneration determined shall be inclusive for services rendered in any other capacity (except
services of professional nature)
Payment of Guarantee Commission to director is paid for risk undertaken for giving surety
against loans taken by co. It is not for services rendered. It is not a part of managerial remunerati on.
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(4) Remuneration for Professional services:
Remuneration for professional services can be separately determined and paid
If Nomination and Remuneration Committee is of opinion that director possesses necess ary qualification
for profession. Where Nomination and Remuneration committee is not constituted, Board i f of opinion that
director possesses necessary qualifications.
About the fee:
Director may receive remuneration by way of fee for attending meetings of the Bo ard of Directors or
attending meetings of committee or for any other purpose as decided by Board.
(5) Recovery of Remuneraton: (Section 199)
Fraud is detected or non-compliance
Company is to restate its financial statements
when fraud is detected or non compliance with
any requirements under act or under rules.
Company shall recover from past or present
Managing director or
Whole time director or
Manager or
Chief executive officer
Who received remuneration in excess of what would
have been payable as per restatement of financial
statements
(6) Appointment of Key Managerial Personnel
Kay Managerial Personnel : means
(i) Chief Executive Officer or managing director or manager,
(ii) whole time director
(iii) company secretary
(i) chief Financial Officer and
(ii) Such other officer as may be prescribed.
Section 203 provides As per Rule 8 Companies (Appointment &
Remuneration) Rules, 2014, following companies shall have Key Managerial
Personnel
Listed company to have whole time key managerial
personnel. Other public company having paid up capital of 10 crore
or more shall have whole time key managerial personnel.
(7) Appointment of whole time key managerial personnel:
(i) Whole time key managerial personnel be appointed by resolution of Boa rd. Resolution shall contain
terms & conditions of appointment including the remuneration
(ii) Whole time key managerial personnel shall not hold office in more than one company except in its
subsidiary company.
(iii) Key managerial personnel can be a director of any company with the permission of Board
(8) Conditions be fulfilled for appointment of a manager or whole
time director or manager without the approval of central govt.
Schedule V
Appointments
No person is appointed as MD, Manager or WTD unless he satisfies follow ing
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conditions:
1. He has not been sentenced to imprisonment for any period or to a fine which exceeds 1000 for the
conviction of offence under –
A person is not detained for any period under Conservation of Foreign Exchange and Prevention of
Smuggling Activities Act.
A person has completed 21 years of age. A person has not attainted 70 years of age.
He is a managerial person in more than one company
He is resident of India.
2. Person is not detained under Conservation of Foreign Exchange and Prevention of S muggling Activities
Act
3. Person completed 21 years of age but not detained 70 years of age.
Section I Remuneration payable by cos. with profits .
Remuneration payable should not
exceed the limits specified in such section.
Section II Remuneration payable by company with inadequate profits
(i) In a financial year, co.’s profits are inadequate. Company to pay without app roval of Central
Govt. Remuneration to a managerial person not exceeding the higher of limits under (A) and (B) given below
Effective capital is
-----------------------------------------------
(i) Negative or less than 5 crores
(ii) 5 crores & above but not less than 100 crores
(iii)100 cores and above but less than 250 crores
(iv) 250 crores and above
Limit of yearly remuneration payable shall not exceed
(Rupees)
30 lakhs
42 lakhs
60 lakhs.
60 lakhs plus 0.01% of the effective capital in excess of
Rs. 250 crores.
Approval by shareholders
Appointment and remuneration under Part I and Part II shall be subject to approval by a resolution
of shareholders.
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Chapter : 18
Related Party Transactions (Section188)
(1) Consent of the board of directors: (Sub section 1)
(A) With consent of Board of Directors, Company may enter into following contracts with related part y
Sale, purchase or supply of goods or
materials Selling or disposing or buying
property of any kind Leasing of property. (c)
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(a) (b)
Availing or rendering of services.
(d) Appointment an agent for purchase
or sale of goods, services or
property (e) Underwriting subscription of
securities or derivatives of company
(f)
(2) Who is a related party in relation to company? (Section 2 (76)
Director or his relative.
Kay managerial personnel or his relative.
Firm in which director, manager or his relative is partner.
Private company in which a director or manager is a member or director.
Public company in which a director or manager is director and holds along with hi s relatives more than 2 per
cent of its paid up capital
(3) Prior resolution
No such contract shall be entered without prior ordinary resolution by sharehol ders – (Rule 15 of Companies
(Meetings of Board & Powers) rules, 2014 ) -
For sale, purchase or supply of goods directly or through agents exceeding 10 % of turnover or rupees 100
crores whichever is lower as in clause (a)
Selling, disposing or buying property directly or through agents exceeding 10% of net worth or rupees 100
crore of rupees whichever is lower as in clause (b)
Leasing of property exceeding 10 % of net worth or exceeding 10% of turnover or rupees 100 c rores
whichever is lower as in clause (c)
Availing or rendering services directly of through agents exceeding 10% of turnover or rupees 50 crores
whichever is lower as in clause (d) Services are commercial services such as ban king, insurance, transp ort
etc.
Explanation : Limits specified above shall apply for transaction or transactions to be en tered into either individually or
taken together with the previous transactions during a financial year.
Remuneration for underwriting the subscription of any securities or derivatives ex ceeding 1 per cent of net
worth as specified in clause (f)
Turnover or Net Worth shall be computed on the basis of Audited Financial Statement of preceding financial
year.
(4) Board’s consent should be obtained— (S/S1)
(a) In a meeting of board. It be prior
(b) Where members’ resolution is needed, it be prior
(c) Board’s consent is not obtained before. It can be ratified within three (3) mon ths. (post facto approval can be
obtained)
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Chapter: 19
Disclosure of Interest by Director (Section 184)
A. Ist Disclosure: (Sub section1) Director to make disclosure that he has interest in co. or body corporat e
or firm or other associati on. Disclosure be made periodically.
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(1) Kind of disclosure:-
Director shall disclose his interest in companies or bodies corporate, firm, or other association of individuals &
this includes his shareholding
(2) When the disclosure be made:
In the board’s fi rst meeting in which he participates and thereafter in first meeting of Board i n every financial
year. Change in the disclosures already made, this change be disclosed in first meeting af ter change.
B. IInd Disclosure
(1) Kind of disclosure (This disclosure shall be while entering into contract
or making proposed contract)
Director who is interested in a contract or proposed contract entered into or to be entered into
(a) With a body corporate in which such director or director in association with other direct or holds more than
2 per cent shareholding of that body corporate or is a promoter, manager, Chief Executive Of ficer of that
body corporate or
(b) With a firm or other entity in which such director is a partner, owner or member as the case may be
(2)Time of disclosure:
(a) The director shall disclose nature of his interest at meeting of board where con tract is discussed . He shall
not participate in such meeting.
(b) Director not interested when contract is made, he shall make disclosure in firs t meeting after the he
became interested
Note:- In a private company, interested director after disclosure of interest may participat e in the meeting
(F.No. 1/1/2014- CL.V dt. 5-6-2015.
Provisions shall apply to company of charitable object u/s 8 only when transac tion with r eference to section
188 on the basis of terms and conditions of the contract or arrangement exceeds one l akh rupees. (F.No.
1/2/2014-CL.I, dt. 5-6-2015.).
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Chapter : 20
Loans to Directors etc. (Section 185)
Company directly or indirectly shall not advance loan
To its director or person in whom director is
interested Nor to give guarantee or security for loan
taken by director or person in whom director
is interested.
(1) Prohibitions for loan, or guarantee or security for following people
(i) Director of lending or its holding company or relative or partner of direc tor of lending company or director of its
holding company.
(ii) Firm in which director of lending or director of holding company or their relative i s a partner.
(iii) Private Company in which director of lending co. or director of holding co. is director or member.
(iv) Body corporate where 25% of voting power in general meeting is exercised or con trolled by one or more
directors of lending and directors of holding company.
(v) Body corporate where Board of Directors (BOD) or MD or Manager is accustomed to act according to
directions of directors of lending company.
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(2) Section does not apply: (Loan, guarantee, security permissible)
(a) Giving of any loan to a managing or whole time
director –
(i) as part of conditions of service applicable to company’s
employees. or
(ii) In pursuance of scheme approved by members by
a special resolution (a) Company in ordinary course of its business provides
loans, or gives guarantee or securities for due
repayment of any loan and interest is charged at a
rate not less than the bank rate declared by the RBI
(3) Applicability or non –applicability to a book debt. (Book debt may be created by the advance of mone y
or may be created by credit sale )
Section will apply i.e.
prohibition to apply if
book debt is created
by advance of loan Section will not apply i.e. permissible if the book debt is created not by advance of
loan but by credit sale of Rs. 10,000/- This is permissible. Co. can do it.
Case: F.A.Mehta V. Union of India. – A co. sold one of its flats to Managing
Director & received 50 % of price in cash & agreed to receive balance in
installments. It is credit sale. It is book debt created by credit sale. This is
permissible.
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Chapter : 21
Powers of Board of Directors
(Sections 179, 180 and 181 of Companies Act, 2013)
(1) General Powers Section 179 (1)
Board to exercise all powers c. can exercise subject to following 2 limitations.
Board not to exercise power reserved for general
meeting (G.M) & Board to exercise subject to
articles, memorandum, this act or subject to regulation
including the one of General Meeting (GM) but
regulation of general meeting shall not invalidate prior
act of board.
(2) Powers by Board in its Meeting (Section 179) (3)
Powers exercisable in board meeting –
(i) To make calls
(ii) To authorise buy back of shares specified in Section 68. Buy back up to 10 per cent of paid up equity capital &
free reserve can be sanctioned by Board’s resolution in its meeting.
(iii) To issue securities in India or outside India.
(iv) To borrow money
(v) To invest funds of company
(vi) To grant loans or give guarantee or provide security in respect of loans.
(vii) To approve financial statement and Board’s report
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(viii) To approve amalgamation, merger or reconstruction
(ix) To take over a company or to acquire controlling or substantial stake in another company
(x) To diversify the business of the company
However, power to borrow money,
Power to invest, power to grant loan Be exercisable by circulation instead of meeting
For company u/s 8 of charitable objects.
In addition, following powers (as per rule 8 Companies (Meeting of Board & its powers) Rule s, 2014. Be
exercised by Board of Directors in its meeting
(i) To appoint or remove key managerial personnel (KMP)
(ii) To appoint internal auditors and secretarial auditor.
(iii) To approve quarterly, half yearly and annual financial statements or financial r esults as the case may be
(iv) To take note of appointment or removal of one level below the key Managerial Personnel
(v) To invite or to accept or to renew public deposits.
(vi) To review terms & conditions of public deposit.
(viii) To buy or sell investments which may constitute 5 % or more of paid up capital and free reserve
(ix) To make political contribution.
(3) Restrictions on Powers of the Board (Section 180)
Introduction Provisions of this section shall not apply to private company
Board of Directors to exercise following powers with consent of special resolution (Sec 180)
Power to sell lease
To sell, lease or to dispose
of whole or substantially
whole of undertaking. Power to invest
To invest (other
than trust
securities) amount
of compensation
received of merger
or amalgamation. To borrow money
Money to be borrowed with money already
borrowed exceed its paid up capital & free
reserve. Borrowing does not include
temporary loans obtained from bankers.
Illustration: Paid up capital 100 crores &
free reserve 100 crores Co. already
borrowed 75 crores and now borrows 150
crores exceeding the limit.consent of general
meeting is needed. Remission
To remit i.e. to
cancel a debt or
give time for the
repayment of
debt due from a
director
(4) Co. to contribute to bona fide & charitable funds etc. (Sec. 181)
Board of Directors may contribute to bona fide charitable
& other funds. Prior permission of general meeting be required for
contribution if aggregate amount in financial year exceeds
5 per cent of its average net profits for 3 immediately
preceding financial years.
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Chapter: 22
Contribution to Political Party (Section 182)
(1) Who can or who cannot contribute?
Who cannot contribute?
Government Company & company in existence
less than 3 financial years not to contribute
(a) To political party
(b) To person for political purpose. Who can contribute?
Other company can contribute
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(2) Limits of Contribution ---
Contribution in financial year not to exceed 7.5 percent of average profits of preceding 3 financia l years.
Contribution to person with knowledge that he is carrying lik ely to affect publ ic support for political party be deemed to
be contribution to a person for political purpose.
(3) Procedural Safeguards
Resolution be passed
Resolution be passed in
board meeting. Disclosure be made
Amount contributed be disclosed in P&L Account of the year
(4) Penaltie
Company making contribution in contravention
punishable with fine which may extend to 5 times of
amount contributed in contravention. Liability of Officers
Officer who is in default punishable with imprisonment
which may extend to 6 months & with fine which may
extend to 5 times amount contributed in contravention.
Contribution to National Defence Fund etc. (Sec 183 of new act )
Notwithstanding of Sections 180,181,182 or any other provision or, AOA or MOA or any instrum ent. Board or any
person or authority having the power of Board or gen meeting may contribute to National Defense fund or any other
fund approved by Central Government for national defense.
However, disclosure should be made in P&L A/C for the year to which it relates.
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Chapter: 23
Loan and Investment by Company (Section 186)
As per sub section 1, Co. shall not make investment through more than 2 layers of investment
companies. Thus section restrains investments with more than 2 layers of downstream investmen t
companies. It does not prohibit investment made through any number of la yer of companies if they are not
more than 2 investment companies in the corporate layer. Example – A co. is holding. B co. is its subsidiary,
C is subsidiary of B. B and C companies are two layers of A Co. It can make investment to gether with B and C
Companies. Provision is intended to avoid round about investment.
Li mits of loan, investment, guarantee and security (S/S.2)
Board of Directors (BOD) of a co. with consent of all
directors present in meeting may
(a)make loan to any body corporate and
(b)may give guarantee or provide security for loan to body
corporate and
(c ) to purchase or subscribe securities in any body
corporate.
When limit exceeded.
Loan, investment, guarantee or security already made by
company to body corporate &
further loan, investment, guarantee, or security proposed
to be given & they exc eed
(a) 60% of paid-up capital, free reserve & securities premium or
(b) 100% of free-reserve and securities premium
Whichever is greater can be made but
two conditions be fulfilled
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(i) Board’s resolution (with consent of all directors present)
be obtained and
(ii) Prior approval by special resolution.
(2) Mandatory conditions.
For loan etc. to body corporate prior approval of Public Financial Institution also be obtained if term loan
exists i.e. company has borrowed from public financial institution by way of term loan
Prior approval of public financial institutions not required even if term loan exists
When following conditions are complied. (a) Investment made loan given, guarantee or security provided does not exceed 60% of paid up capital, free
reserve, and securities premium or does not exceed 100 per cent of free reserv e and securities premium
whichever higher &
(b) Company not made any default in payment of loan installment or interest on loan.
Prior approval of public financial institution is called for even if the company not defaulted but loan or
investment exceeds specified amount.
Similarly, prior approval is called for even if loan etc. does not exceed specified amount but there is a default.
(3) Non applicability of section:
Loan made, guarantee given or security or
acquisition of securities provided by
(i) Banking company (ii) insurance company(iii) housing
finance company (iv) a company engaged in business of
financing of companies (v) company providing
infrastructural facilities.
(ii)Acquisition of securities made by banking company or
insurance company or housing finance company
Acquisition made
(i) By non-banking financial company & whose
principal business is acquisition of
securities
(ii) By a company whose principal business is acquisition of securities.
(iii) And shares allotted as per section 62 i.e. investment in right shares
Meaning of Body Corporate ? Body corporate is a company incorporated outside or compoany8 incorporate
under this act. But it does not include Co-operative Society or Body Corporate notified by Cen tral Govt.
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Chapter: 24
Constitution of Committees
(A) Audit Committee (Section 177)
(1) Constitution of Audit Committee:
As per rule 6 of Companies (Meetings of Board and its powers) Rules
Every listed company
Public companies whose paid up capital of 10 crore rupees or more
Public companies whose turnover of 100 crore rupees or more
Public companies whose outstanding loans or borrowings or debentures or deposi ts exceed 50 crores
or more
Shall have an Audit Committee
Above companies too will have Nomination & Remuneration Committee
(can be seen later on)
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(2) Composition of Audit Committee:
To have minimum 3 directors. Independent directors in
majority Majority members including its chairperson be persons
with ability to read & understand financial statement.
(3) Functions of Audit committee:
Audit Committee shall act as per terms of reference specified by Board of Directors of co.
(i) Audit Committee shall recommend remuneration of auditors
(ii) Committee shall review and to monitor auditor’s performance and his independence
(iii) Committee to examine financial statement and auditor’s report
(iv) Committee to monitor use of funds raised by public offers
(v) Committee to evaluate financial controls & risk management systems.
(vi) Scrutiny of inter -corporate loans and investments
(B) Vigil Mechanism (Section 177)
Listed company or
Cos. Accepting deposits from public
Cos. which have borrowed from banks & financial institutions in excess in of 50 cr ores.
Shall establish Vigil Mechanism. Directors & employees to report their gen uine concerns. Establishment of such
mechanism be disclosed (a) on website & (b) in Board’s report
On its website, if any and
In the Board’s report.
(C) Nomination and remuneration Committee (Section 178)
Provisions are not applicable to cos. whose objects are charitable u/s 8.
(I) Constitution of Nomination and Remuneration Committee. Constituted by
(i) Listed company
(ii) Companies – Where Audit Committee is constituted.
Composition of the Committee:-
Committee to consist 3 or more non-executive directors.
Independent directors to form majority Besides these members, Chairman be appointed as
member of committee.
Illustration : There are 5 non-executive directors as
members. Out 5 three shall be 3 independent directors.
Besides Chairperson of the company shall also join as
member
Functions of the Committee : Committee to formulate necessary criteria for determining qualifications,
positive attributes and independence of directors. Committee shall also recommend to Board policy relating to
remuneration packages for directors, key managerial personnel.
(D) Stakeholders Relationship Committee
(I) Constitution of Committ ee:-
Board of Directors to constitute committee when there are more than 1000 shareholders, or debentur e
holders, or deposit holders or any other security holders or cumulatively
(2) Composition of the committee:
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1. Chairperson be non-executive director &
2. Other members decided by Board.
(3) Functions of the Stakeholders Relationship Committee :-
Committee to consider & to resolve grievances of security holders.
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Chapter: 25
Director Identification Number (DIN)
(Sections 153,154,155,156,157,158,159)
(1) Application for allotment of Director Identification Number: (Section 153)
Individual to be appointed as director to make application for allotment of DI N
Allotment of DIN: (Section 154)
Central Government shall allot DIN in 1 month
Director to intimate DIN (Section 156)
Existing director to intimate his DIN in 1 month of
receipt of DIN Intimation to company or all companies where he is
working
Company to inform DIN to Registrar. (Section 157)
Company to intimate to Registrar.
Company in 15 days of receipt of intimation shall
furnish DIN to Registrar or other authority as
specified. Penalty:
Company failing to furnish DIN before
expiry of period u/s 403 be liable with
additional fee. Company be punishable
with fine not less than 25000/- extend to 1
lakh of rupees.
Officer of company who is in default be
punishable with fine not less than 25,000/-
may extend to Rs. 1 lakh
Cancellation or Surrender DIN (Rules 11): Govt. or Regional Director may cancel
Din is duplicated DIN obtained in
wrongful manner On death of
concerned individual Concerned person is
declared unsound mind Concerned individual is insolvent.
Change in particulars given in form DIR-3
Govt. on satisfaction after verification
of changed particulars shall incorporate DIN cell to intimate changes to
Registrar. Concerned individual to intimate changes to company in 15 days
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Chapter: 26
Restriction on Non-Cash Transactions Involving Directors (Section 192)
Under this chapter there are 4 points of Restriction:
1. Section 192
2. Section 193
3. Section 194
4. Section 195
1. (Section 192) Restriction on Non Cash Transactions.
No acquisition:
Director of company or its holding, its subsidiary or
associate company or person connected with him
not to acquire assets for consideration other than
cash from company No company to acquire assets for consideration
other than cash from director
Acquisition by resolution
Prior approval for acquisition obtained in general
meeting. Director is director of holding company,
approval be obtained in general meeting of holding
company.
2. Contract by one Person Company (Section 193)
Contract with sole member
One person enters into contract
with sole member who is director.
To record in memorandum or in
minutes
Contract be in writing otherwise
terms of contract
(i) contained in memorandum or
(ii) recorded in minutes of first
meeting of Board of Directors
Exceptions:
Will not apply to contracts made
by company in ordinary course
of its business.
3. Prohibition on forward dealings in securities of company by
director or Key Managerial Personnel (Sec. 194)
No director or key managerial personnel to buy in company, or its holding,
subsidiary or associate company —
Right to call for delivery or right to make delivery at specified price and i n specified time, of specified number
of relevant shares or a specified amount of relevant debentures; or
A right, as he may elect, to call for delivery or to make delivery at a specified price and within a specified time,
of a specified number of relevant shares or a specified amount of relevant debentures.
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4. Prohibition on insider trading of securities (Section 195)
Buying or dealing in securities by one who has
access to non-public price sensitive information.
Insider Trading is subscribing, or dealing or agreeing
to subscribe or dealing in securities
By director or key managerial personnel or officer
To have access to non-public price sensitive
information of securities
Counseling or communicating non-public sensitive
price sensitive information
Insider Trading includes counselling for procuring or
communicating non-public price-sensitive information to
any person;
No Insider Trading
No person including director or key managerial
personnel shall enter into insider trading. Will not apply to communication required in ordinary course
of business
Price Sensitive Information: Such information if published likely to affect price of securities – May
be periodical financial results, intended declaration of dividend, merger, amalgamation, expansion plans,
execution of new projects, issue of intended bonus shares or buy back of securities, changes in projects,
plans.
Contravention
Imprisonment to extend to 5 years Fine not less than 5 lakh & to extend to 25 crores or 3
times of profits whichever higher.
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Chapter: 27
Secretariat Audit for Bigger Companies & Functions of Company Secretary
(1) Secretarial Audit Report be annexed (Sec. 204)
Listed company &
Public Company with paid up capital of 50 crores
or more
Public company with turnover of 250 crores or
more To annex with Board’s report a secretarial audit report
Secretarial Audit Report Shall be given by a company
secretary in practice in Form No. MR 3
Board of Director to explain in their report qualifications made by co. secretary in practice
(2) Functions of Company secretary include
(a) To report
To report to Board of compliance
of provisions & rules made &
other rules applicable to
company
(b) Compliance of Secretarial
standards.
To ensure company complies
applicable secretarial standards.
Note:- Secretarial standards are
standards issued by Institute of
Company Secretaries of India
and approved by Central Govt.
(c) Other duties.
To discharge other duties as
prescribed.
Note:- Sections 204 and 205
shall not affect the duties and
functions of Board of Directors,
chairperson of company, or the
managing director or whole time
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director under this Act or under
any other law.
Duties of Company Secretary
as per Rule 10 of Cos. (Appointment & Remuneration)
Rules.
To discharge other duties.
To provide
guidance to directors To facilitate
convening of meetings To obtain
approvals from Board, general
meeting, the Govt. To assist Board
in affairs of co. To ensure good
corporate
governance. To represent
before
regulators &
other authorizes
Note:
Besides the compliance of above provisions, company has to
maintain records of the following:
(a) Maintenance of Registers of Directors, Kay Managerial Personnel (Section 170)
(b) Maintenance of Register of Contracts in which directors are interested. (Section 189)
(c) Contract of Employment with Managing or Whole time Director ( Section 190)
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CALS Course for CA Final
About Us
Chandiok’s AddApptive Learning Solutions (CALS) provides a unique e -learning study methodology to
students preparing for CA Final Examinations. The study modules offered are accessible over various
portable devices. Our e-Learning course content comes preloaded in a PenDrive/SD Card and comprises of
Video Lectures, Faculty Notes, Objective Questions and Mock Test Papers – all of these being easily
accessible without an Internet connection.
Unique Features
1. View the course at your ease, anywhere, anytime
2. One single device covering all the content at one place
3. Personalized planner to help you plan your study module
4. Self-assessment MCQs and Practice questions at the end of every chapter along with correct answers and
explanations to check your understanding and help you master the concepts
5. Multiple views of the video lectures
6. Flexibility to underline, highlight and write your own sticky notes digitally for future reference
7. Three Mock-tests in the exam-like format with complete answers for each subject
8. Receive updates regarding the course changes via internet
9. Discussion forum to get your doubts and queries answered from expert faculty
CALS Faculty
Financial Reporting
CA DS Rawat
Advanced Management Accounting
CA Vikas Kumar
FCA, LLB, MBA
Strategic Financial Management
Prof. Ramakar Jha
MBA
Information Systems and Control
Audit
CA Vikram Kapoor
FCA, CISA, CFA
Advanced Auditing & Professional
Ethics
CA DS Rawat
Direct Tax
CA Arvind Tuli
Corporate & Allied Laws
Prof. RD Maheshwari
M.Com (Gold Medallist), LLB, Diploma in
Administrative Law and Labour Laws
Indirect Tax
Prof. SP Rao
M.Com, LLB, ICWA
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