Companies act,2013 with examples

Identify the registrar of companies under the ministry of corporate affairs and state roc offices. Learn how disputes escalate to the national company law tribunal and appellate tribunal.

Learn how the MCA portal enables e-filing, incorporation, and tracking of company and LLP services, with master data verification, digital certificates, and investor protection resources.

Explore steps for incorporating a company: select a name, obtain approvals for restricted words, reserve the name, draft memorandum and articles of association, and complete e-filing and stamping.

explain the memorandum of association, including name, private or public status, section eight companies, and registered office details; outline objects, liability of members, and share capital basics.

Explore internal regulation of a company, including bylaws and rules, various forms (limited by shares, by guarantee, unlimited), and key topics such as calls on shares, transfers, and capital alteration.

Explore the memorandum of association clauses, including the name, state, and object, and learn how to alter them by special resolution while understanding ultra vires, liability, capital, and subscribers.

Understand the steps in incorporation: resolve the name, draft and file the memorandum, obtain director approvals and IDs, secure subscribers' consent, and complete e-filing with fees for certificate of incorporation.

Present the certificate of incorporation, issued by the ministry of corporate affairs via the registrar of companies, which records the company name, date of incorporation, type, and its identity number.

Explore how capital drives a company, with public and private structures, including listed and unlisted publics, private placements, and the role of advertisements and allotment in capital acquisition.

Explore securities, including shares, stocks, bonds, debentures, derivatives, units, and mutual fund schemes, and distinguish the capital market from the money market with short-term instruments like commercial paper.

Mobilize resources and enable price discovery and settlement in the capital market. Handle primary market operations for new issues and initial public offerings; secondary market trades among investors, delivering liquidity.

Identify capital market participants, including retail and institutional investors such as foreign institutional investors, mutual funds, insurance companies, and foreign portfolio investors. Explain stock exchanges, depositories, and intermediaries.

Examine how companies raise capital in the primary market through public issues (IPO/FPO), rights issues, bonus issues, and private placements (preferential and QIP).

Explore the two types of companies, public and private, and their fundraising options, including prospectus, private placement, rights issue, and bonus issue.

Raising capital through the IPO enables a company to go public in the primary market and gain global exposure.

Explain the prospectus as a prerequisite for public share issues, noting red herring and shell types, and summarize contents, signing, financial information, and declarations.

Explain how offer documents communicate company details to the public. Cover promoters, financials, objects, and terms of issue, plus draft, red-herring, prospectus, bridge, shelf, and placement documents.

Learn how IPO pricing works, including fixed price and book-building, where price is discovered by investor demand within a range, guided by disclosures, EPS, and return on net worth.

Explore book building as a price discovery method during IPOs and other securities, using a practical case to illustrate bids, cumulative demand, cutoff price, allocations, and refunds.

Explore book building under the companies act, 2013 with a practical case showing bids within a price range, calculating cumulative demand, determining the cutoff price, and allocating shares by allotment.

Explains the book-building process under the Companies Act, 2013, detailing price discovery, price band disclosures, the book lead manager, bidding, and the cutoff price for securities.

Illustrates a red herring prospectus for Ad Libs Entertainment Ltd, highlighting risk signals, disclosure obligations, and contents from background to financial statements and issue terms to prevent investor mislead.

Explain the three investor categories: retail investors, qualified institutional buyers with examples such as banks and mutual funds, and non-institutional investors.

Explain the main intermediaries in a public issue—merchant banker, registrar, and underwriter—and their roles in due diligence, basis of allotment, refunds, and distribution.

Explore the contents of an offer document, including the cover page, risk factors, company background, financial statements, legal information, regulatory disclosures, and offering details like price, subscription, and procedures.

Learn how ipo grading, a five-point fundamental assessment by credit rating agencies, influences disclosure and investor decisions by evaluating competitive position, prospects, financial health, and governance.

Understand how a follow-on public offer (FPO) lets listed companies raise capital via diluted or non-dilutive offerings, selling new shares or monetizing existing holdings with bankers and registrars involved.

Analyze an fpo to raise equity for expansion and debt redemption, and a promoter or government disinvestment where no new shares are issued, eps stays unchanged.

Describes issuing securities through intermediaries, with an issuing house reselling to the public and earning a margin, and explains offer for sale by promoters that dilutes holdings without new funds.

Private placement sells debt or equity to private investors, offering smaller capital raise than public issues. Investment bankers negotiate terms and prepare a private placement memorandum instead of prospectus.

private placement raises funds from a select group of investors, avoiding ipo costs; qip targets registered institutional investors (qibs, including mutual funds) with no lock-in, unlike preferential allotment.

Explore the initial public offering (IPO) lifecycle from public issue and price discovery to book-building vs fixed price, including prospectus, roles of lead managers, registrars, and investor categories.

Explore the fundamentals of capital, shares, debentures, and securities, distinguishing owners and creditors, and understanding face value and denominations on the balance sheet.

Explore the basics of shares, including equity and preference shares, voting rights, dividend priority, liquidation priority, and the concept of limited liability and redeemable preference shares.

Equity shares of listed public companies trade in the cash segment, offering dividends or capital appreciation, with face value as nominal and market value fluctuating for liquid and illiquid stocks.

Explain plain vanilla equity shares and differential voting rights, where minimum shareholding determines voting, highlighting quicker decisions and lower liquidity and valuation, with Future Group and Tata Motors examples.

Examine equity shares with differential rights (DVR) and ordinary shares, compare global and Indian patterns, voting rights, and how premium or discount issues shape ownership across major companies.

Bonus shares are issued to existing shareholders pro rata, free of cost and fully paid, from reserves, not cash. For example, one new share for every three held increases capital.

Provide a practical example of bonus shares and stock splits in India, showing how 1:1 and 2:1 bonuses, followed by a split, grow a shareholder’s holding over years.

Explore share calls, calls in advance, and how Indian regulations prohibit discount issues while allowing premium or security premium issues, with sweat equity and debt restructuring exceptions.

Explain how preferred shares secure priority in capital repayment and dividends over equity, and outline key types such as cumulative, participating, non-participating, and non-participatory, plus convertible and redeemable options.

Provide a practical example of preference shares: fully paid, non-convertible, cumulative, redeemable, and nonparticipating, with 7.5% dividend on ₹1,000, seven-year tenure, and creditor-first liquidation ranking.

Explain equity capital as permanent funding source owned by equity shareholders who bear high risk. Compare ordinary and preference shares, noting dividends, voting rights, tax impact, and redeemable features.

Rights issue offers existing shareholders the preemptive right to subscribe to new shares in a specified ratio, non-dilutive, capital-raising, not free of cost, with renouncement or sale of rights allowed.

Explain sweat equity shares issued by a company to directors and permanent employees at a discount or for non-cash consideration, in exchange for services or intellectual property contributions.

Employee stock option is a grant for employees to purchase shares at price; unlike sweat equity, ESOPs are options used by startups to attract talent when cash is limited.

Understand buyback, the reacquisition of a company's securities, returning money to investors. Compare global practice: hold treasury stock, versus extinguish shares after buyback; Infosys has pursued multiple buybacks.

Explore why companies use buybacks under the companies act 2013, including tax implications, effects on outstanding shares and earnings per share, and signals of undervaluation, shareholder activism, and promoter consolidation.

Explain buybacks via tender offers from existing shareholders or open market, including ESOPs; illustrate with a software major at 2850 rupees per share vs 2506.50 rupees price, about 13.7% premium.

Infosys buyback case study examines a 2019 open market buyback of about 14.5% of paid-up capital and free reserves, at 800 per share, covering roughly 10.3 crore shares.

Explain debentures as creditors' instruments, outlining interest payments and key categories by security, convertibility, and redeemability, including secured vs unsecured, convertible vs non-convertible, and redeemable vs irredeemable.

Explain the types of debentures, including bearer, registered, secured (mortgage), naked, redeemable, and non-redeemable. Compare debentures with preference shares, noting cost advantages, tax treatment, and risks.

Explore non-convertible debentures, which cannot be converted to equity, offering fixed maturity, periodic interest payments, tax implications, and emphasis on credit ratings and investor risk.