CA Inter Law flashcards
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- Private company member limit
- A private company may have a maximum of 200 members, excluding present and past employee-members and their nominees; joint holders count as one member for this ceiling.
- OPC nominee requirement
- A One Person Company must name a nominee in its memorandum, and the nominee's written consent must be filed with the Registrar along with the incorporation documents.
- Small company thresholds
- A small company is one whose paid-up capital does not exceed Rs. 4 crore and turnover does not exceed Rs. 40 crore, subject to notified limits and specified exclusions.
- Resident director requirement
- Every company must have at least one director who has stayed in India for a total of not less than 180 days during the financial year.
- Maximum number of directors
- A company may appoint a maximum of 15 directors; appointing more requires passing a special resolution at a general meeting of the members.
- Board meeting gap
- The first board meeting must be held within 30 days of incorporation; thereafter at least one meeting must be held every quarter, with a maximum gap of 120 days between meetings.
- Board meeting notice period
- Not less than 7 days' written notice must be given for a board meeting; shorter notice is allowed for urgent business if at least one independent director is present.
- Independent director tenure
- An independent director may serve for up to two consecutive terms of 5 years each, after which a cooling-off period of 3 years applies before re-appointment.
- Related party transaction approval
- Board approval by resolution is required for specified related party transactions; prior members' approval by ordinary resolution is needed when prescribed thresholds are exceeded.
- Auditor rotation cooling-off
- After completing the permitted tenure, an individual auditor or audit firm cannot be re-appointed as auditor of the same company for 5 years.
- AGM first meeting deadline
- The first annual general meeting must be held within 9 months from the close of the first financial year of the company.
- AGM subsequent meeting deadline
- Subsequent annual general meetings must be held within 6 months of the close of the financial year and within 15 months of the previous AGM.
- AOC-4 filing deadline
- A company must file its financial statements with the Registrar in Form AOC-4 within 30 days of the annual general meeting.
- MGT-7 filing deadline
- The annual return must be filed with the Registrar in Form MGT-7 within 60 days of the annual general meeting.
- Charge registration window
- A charge must be registered with the Registrar within 30 days of its creation, extendable to 60 days on payment of additional fees; later registration needs higher approval.
- Unpaid dividend account transfer
- Unpaid or unclaimed dividend must be transferred to a separate Unpaid Dividend Account within 7 days of the expiry of 30 days from the declaration date.
- Director disqualification grounds
- A person of unsound mind, an undischarged insolvent, or one convicted of an offence involving moral turpitude within the preceding 5 years cannot be appointed a director.
- Striking off defunct company
- The Registrar may strike off a company that has not commenced operations within one year of incorporation or has not carried on business for two preceding financial years.
- Contract essentials
- A valid contract requires offer and acceptance, lawful consideration, capacity, free consent, lawful object, and certainty of terms under the Indian Contract Act, 1872.
- Consideration adequacy rule
- Consideration need not be adequate to the promise, but it must be real, lawful, and furnished at the desire of the promisor.
- LLP designated partners
- An LLP must have at least 2 designated partners, and at least one of them must be a resident of India; each must hold a DPIN.
- LLP agreement default
- Where an LLP agreement is silent on mutual rights and duties, the provisions of the First Schedule to the LLP Act, 2008 apply.
- Cheque dishonour notice period
- A demand notice for a dishonoured cheque must be issued within 30 days of receipt of information of dishonour to attract liability under s.138.
- Cheque validity period
- A cheque is payable on demand and is valid for presentation for 3 months from the date it bears, unless a shorter period is specified.
- Literal rule of interpretation
- Where statutory language is plain and unambiguous, it is applied as written, without adding or subtracting words, even if the result seems harsh.
- Mischief rule
- The mischief rule examines the defect or gap the statute was enacted to remedy and construes the provision so as to suppress that mischief.
- General Clauses Act repeal effect
- Repeal does not affect rights, liabilities, penalties, or proceedings already accrued or initiated, unless a contrary intention appears in the repealing enactment.
- FEMA current account transactions
- Current account transactions are generally permitted unless notified as prohibited or requiring prior approval of the Central Government or RBI.
- FEMA capital account transactions
- Capital account transactions are permitted only to the extent expressly allowed by FEMA, 1999 and the rules and regulations made under it.
- SEBI ICDR anchor investor
- Anchor investors are allotted shares in the qualified institutions portion before the issue opens, subject to lock-in and minimum application value requirements.
- Certificate of incorporation effect
- The certificate of incorporation issued by the Registrar is conclusive evidence that the company has been duly registered and exists as a legal entity.
- Compounding of offences
- Compoundable offences may be settled by the NCLT or Regional Director depending on the maximum penalty; serious fraud and certain offences are not compoundable.