Notice me you need to specify

a general meeting as its annual general meeting and shall specify the meeting as such in the
notices calling it, and not more than fifteen months shall elapse between the date of one
annual general meeting of a company and that of the next: Provided that in case of the first
annual general meeting, it shall be held within a period of nine months from the date of
closing of the first financial year of the company and in any other case, within a period of six
months, from the date of closing of the financial year :

AGREEMENT VS CONTRACT
An agreement is a general term that refers to any arrangement between two or more parties,
whether it is legally enforceable or not. For example, two friends might make an agreement
to go on a trip together, but this agreement is not legally binding.
A contract, on the other hand, is a specific type of agreement that is legally binding and
enforceable by law. A contract requires an offer, acceptance, consideration, and mutual intent
to create a legally binding agreement. It must also have clear and specific terms, including the
obligations and responsibilities of each party.

VALID CONTRACT –
All contracts valid if they are made by the free consent of parties competent to contract, for a lawful
consideration and with a lawful object, and are not hereby expressly declared to be void- section 10
ICA, 1872

Coercion vs undue influence vs misrepresentations vs fraud

Coercion: Coercion involves the use of physical force, threats, or intimidation to force someone to
enter into an agreement against their will. Coercion makes the agreement voidable, meaning the
victim has the right to rescind the agreement.
Undue influence: Undue influence occurs when one party uses their position of power or authority to
unfairly influence the other party into making an agreement. This can happen in situations where one
party is vulnerable, such as a dependent or elderly person. Undue influence also makes the agreement
voidable.
Misrepresentation: Misrepresentation occurs when one party makes a false statement or conceals
important information to induce the other party into entering into an agreement. If the
misrepresentation is material (meaning it would have affected the decision to enter into the
agreement), the victim has the right to rescind the agreement.
Fraud: Fraud is similar to misrepresentation, but it involves intentional deception or dishonesty.
Fraud occurs when one party intentionally makes a false statement or conceals important information
to induce the other party into entering into an agreement. Fraud makes the agreement voidable, and
the victim may be able to seek damages in court.

Lease vs License
A lease is an agreement that gives someone the right to occupy and use a property for a
specified period of time in exchange for rent. It creates a landlord-tenant relationship and
typically involves exclusive possession of the property by the tenant. A lease is a contractual
agreement that creates an interest in the property, which means that the tenant has a legal
right to use and occupy the property for the duration of the lease term.
A license, is an agreement that gives som eone permission to use someone else's property for
a specific purpose or activity. It does not create a landlord-tenant relationship and does not
confer exclusive possession of the property. A license is a personal right granted by the
owner of the property, and it can be revoked at any time
Difference – lease can be transferred and not license
Lease is long term – license is short term
No transfer of ownership - avoid

bailor vs bailee
bailment agreement, which is a legal relationship in which one person (the bailor) transfers
possession of personal property to another person (the bailee) for a specific purpose, with the
understanding that the property will be returned to the bailor at a later time.
The bailor is the person who transfers possession of the property to the bailee. The bailor
retains ownership of the property, but transfers temporary possession of the property to the
bailee. The bailor has the right to receive the property back from the bailee at the end of the
bailment period.
The bailee is the person who receives possession of the property from the bailor. The bailee is
responsible for taking care of the property during the bailment period and returning it to the
bailor in the same condition as it was received. The bailee does not own the property but has
a duty to protect it and return it to the bailor.

indemnity vs guarantee
An indemnity is an agreement in which one party (the indemnifier) agrees to compensate
another party (the indemnitee holder) for any loss or damage that may be suffered by the
indemnitee holder. In other words, the indemnifier promises to protect the indemnitee holder
from any financial losses that may arise as a result of a particular event or circumstance.
A guarantee, on the other hand, is an agreement in which one party (the guarantor) agrees to
be responsible for the debts or obligations of another party (the debtor) if the debtor is unable
to fulfill them. In other words, the guarantor promises to pay the debt or fulfill the obligation
on behalf of the debtor if the debtor is unable to do so.
The main difference between indemnity and guarantee is that indemnity is a promise to
compensate for loss or damage that may occur in the future, while a guarantee is a promise to
pay a debt or fulfill an obligation that already exists. In summary, indemnity is a promise to
compensate for future losses, while a guarantee is a promise to pay an existing debt or fulfill
an obligation on behalf of another party
ID - An indemnity is form of compensation that one party agrees to give for damages and
loss caused.
G- Whereas, the term guarantee is when a party assures the other party to perform the
promise or undertake the obligations which needed to be fulfilled by the second party in case,
he/she defaults to do the same.
D - Indemnity can be claimed for actions of a third party, whereas damages can only be
claimed for actions of the parties to the contract.
IB-As per Section 124 of the Indian Contract Act of 1872, an Indemnity bond refers to an
agreement between two persons or parties, where one person promises to make payment for
the losses and damages of another person caused by his/her conduct or by another party.

Types of Shares-
A company’s capital is divided into small equal units of a finite number. Each unit is known as a
share. In simple terms, a share is a percentage of ownership in a company or a financial asset.
Investors who hold shares of any company are known as shareholders.
1. Preference shares- This type of share gives certain preferential rights as compared to other
types of share. They get first preference when it comes to the payout of dividend, i. e. a share
of the profit earned by the company.
Also when the company winds up, preference shareholders have the first right in terms of
getting repaid.
2. Equity shares/ ordinary shares- The majority of shares issued by the company are equity
shares. This type of share is traded actively in the secondary or stock market. These
shareholders have voting rights in the company meetings. They are also entitled to get
dividends declared by the board of directors. However, the dividend on these shares is not
fixed and it may vary year to year depending on the company’s profit. Equity shareholders
receive dividends after preference shareholders.
Why - Companies issue shares to raise money from investors who tend to invest their money. This
money is then used by companies for the development and growth of their businesses.

Types of share capital

Share capital is the capital raised by a company through the issuance of shares to the public,
representing the funds contributed by shareholders. It serves as a long-term source of capital for
operational needs, profitability, and financial growth. The Company's Memorandum of Association
outlines the maximum share capital, which can be increased through amendments.
There are two primary classes of share capital:
Preferred Share Capital, with fixed dividends and priority in liquidation, and
Common or Equity Share Capital, offering a share in profits and voting rights without an obligation
for dividends
Types-
Authorized Share Capital: Sets the maximum number of shares a company can issue, specified in the
Memorandum of Association.
Unissued Share Capital: Represents authorized but not yet issued shares, managed by the Board of
Directors.
Issued Share Capital: Total shares a company has issued, including common equity and preferred
capital.
Subscribed Capital: The portion of issued capital committed to by shareholders, often paid in
installments.
Paid-Up Capital: Amount received by a company from fresh share issues, with a minimum
requirement of Rs. 1 lakh.
Called-Up Capital: The part of subscribed capital for which shareholders are requested to pay,
offering flexibility in terms.
Reserve Share Capital: Share capital accessible only in bankruptcy, serving as emergency funds,
subject to special resolution.
Uncalled Share Capital: Represents issued but unclaimed shares, appearing in contingent liabilities
after deducting called-up capital.

Types of companies –
Companies can be classified into three primary categories based on various criteria:
Liabilities:
Companies Limited by Shares: Shareholders may not pay the full value of shares at once, with their
responsibilities limited to unpaid dividends.
Companies Limited by Guarantee: Members agree to pay specified amounts only in the event of
liquidation, without the obligation for additional payments.
Unlimited Companies: Members have unlimited liabilities, and their personal assets can be used to
settle the company's debts during winding up.
Members:
One-Person Companies (OPCs): Owned by a single individual, requiring no minimum share capital.
Private Companies: Limit share transferability, with a minimum of 2 and a maximum of 200
members.
Public Companies: Allow free share transferability, with a minimum of 7 members and no maximum
limit.
Control:
Holding and Subsidiary Companies: Shares held by another company, with the holder being the
parent company and the held company as its subsidiary.
Associate Companies: Companies with significant influence, where other companies own at least 20%
of shares.
Other Types:
Government Companies: More than 50% of share capital owned by the central or state government.
Foreign Companies: Companies operating outside India but conducting business in the country.
Charitable Companies (Section 8): Non-profit organizations promoting various goals, registered under
Section 8 of the Companies Act, 2013.
Dormant Companies: Established for future projects, with minimal accounting transactions and
regulatory requirements.

public vs private
A public company is a business entity that offers its shares for sale to the general public through a
stock exchange or other public markets. Public companies are typically larger than private companies
and have many shareholders, who can buy and sell shares freely on the stock market.
On the other hand, a private company is owned by a small group of individuals, usually the founders,
their families, or a group of investors. Private companies do not offer their shares for sale to the public
and are not traded on stock exchanges. Instead, ownership is usually transferred through private
transactions
Restriction transferability of shares – the AOA need to permit the transfer of share or if the AOA does
not permit the transfer you need to first alter the AOA that would require calling a Board Meeting,
taking consent from all the stakeholders, and filing the Form MGT-14 with the registrar
Director appointment point

COMPANY LIMITED BY SHARES VS GUARANTEE

Company limited by share cap-refers to a company in which the liability of its members is limited
to the amount (if any) unpaid on the shares held by them

Company Limited by guarantee limits its members’ liability to the amount that each has
undertaken to contribute to the business’ property if, and when, it is wound up.

MOA and AOA-

These are important documents that outline the legal framework of a company.
The MOA contains information about the company's objectives, authorized share capital, and
initial shareholders, while the
AOA sets out the rules and regulations governing the company's internal affairs, such as the
rights and duties of shareholders and directors.
AMENDMENT –
Hold a Board meeting- a resolution need to be passed,
Shareholder meeting – SR needs to be passed in favor of amending them
Then you need to file the amended document with ROC
You also need to obtain any approval from the regulatory authorities if required.
Documents Required For Change In MOA & AOA Board Resolution Special Resolution
Explanatory statement with a copy of the notice of general meeting Approval or NOC from
the relevant authority, if required Digital Signature of Authorized director.
AGM vs EGM vs BM vs GM
AGM - AGM stands for Annual General Meeting, which is held once a year by all
companies to discuss and approve various matters related to the company. The primary
purpose of the AGM is to enable shareholders to exercise their right to vote on key issues
such as the election of directors, appointment of auditors, approval of financial statements,
and other important matters that may affect the company. All shareholders are invited to
attend the AGM and can vote in person or by proxy.

EGM - EGM stands for Extraordinary General Meeting, which is held by companies as and
when required to discuss and approve specific matters that cannot be postponed until the next
AGM. The EGM is called by the board of directors, shareholders or a court order, and must
be held within a specified period of time. The topics discussed at an EGM may include
important decisions such as changes to the company's articles of association, increase or
decrease of the share capital, removal of directors, and other critical matters that cannot wait
until the next AGM.

BM - A board meeting is a meeting of the board of directors of a company, which is

attended by the directors of the company. The purpose of a board meeting is to discuss and
make decisions on matters relating to the management and operation of the company, such as
the company's financial performance, business strategy. Board meetings are typically held on
a regular basis, such as once a quarter or once a month, depending on the company's
requirements.

GM- general meeting is a meeting of the members or shareholders of a company, which is

attended by the shareholders of the company. The purpose of a general meeting is to discuss
and make decisions on matters that require the approval or consent of the shareholders, such
as the election of directors, the approval of the company's annual accounts, the payment of
dividends, General meetings are typically held annually, and may also be held at other times
if required.

SR vs BR -
On the other hand, a special resolution is a decision made by the shareholders of a company
that requires a higher level of approval than a regular resolution. A special resolution requires
at least 75% of the votes cast by shareholders who are entitled to vote on the resolution to be
in favor of it. Special resolutions are required for important decisions, such as changes to the
company's memorandum of association, articles of association, or capital structure.
Changing the company's name - Altering the articles of association
Increasing or decreasing the share capital - Issuing or buying back shares
Disposing of the company's assets or business -Amalgamating or merging with another
company Converting the company into another type of business entity
Appointing or removing a director or auditor
BR -
A board resolution is a decision made by the board of directors of a company on behalf of the
company. The board has the power to make decisions related to the company's day-to-day
operations and to manage the company's affairs. Board resolutions are passed by a simple
majority of the directors present at a meeting or by unanimous written consent.
Declaring dividends - Authorizing borrowings - Appointing or removing company officers
Approving financial statements and accounts - Authorizing day-to-day operations of the
business
Entering into contracts with customers or suppliers - Making routine management decisions

Types of Issuance –
Investment -
1. IPO - public limited company can do public issue
1. When a company decides to raise funds and gives an invitation to the public at large
via prospectus Iissues its shares
2. A private limited company cannot do a public - it has to convert the status and go
ahead and follow the listing requirement -
3. Section 23 - public limited company may issue securities to public through
prospectus ( offer document) by complying with provision of part -1 of chapter 3
4. Public issue is issue of securities
5. ICDR - Schedule 6 - list of disclosure requirement in the prospectus- -sebi forcing the
company the give the details
6. Prospectus -defined in CA - inviting offers from the public for purchase or
subscription(where we are subscribing to the issue- the company is creating an
issuance and the public is subscribing) the offering document. describing the
company, the IPO terms, and other information that an investor may use when
deciding, whether to invest.
7. Sebi has made mandatory to prepare a very bulky document - containing material
information - from incorporation to listing - everything about the comapny
( litigation) - to make the investor aware of the risk if they investment
8. To make the information asymmetric b/w the people working in the company to the
outsiders ( investors)
9. Half information/ disclosure - CA - criminal liability, penal liability
10. Inviting offers from the public -
11. Company can't invite every public investor to come to the company and do DD so
Sebi involved merchant bankers as an intermediary - they have to ensure the DD is
done properly or everything is disclosed properly - so we as lawyer represent either
the company or merchant banker
12. Prospectus is through which company can reach out to the public at large (by public
we mean the potential investor to the company,
13. section 42 put the limit of 200 person ( legal person can be company as well and not
individual) as soon as it goes beyond the 200
14. If a PP is done for person not exceeding 200 in a financial year if you exceed this
you need to comply with 23 sections - which means you have to circulate a
prospectus( public offer)
Types of issuance under companies act -
1. Private placement - Private can do it a public limited company can also do it -
a. Section 42 - is for any comapny - for person not exceeding 200 in a financial year
b. It is an invitation to offer to 200 people
2. Rights Issue / bonus issue - ( bonus issue not for fund raising)- price is not decided
 Invitation to offer - if you invite more than 200 person you have to follow section 23 even if at
the end of financial year less than 200 people issued it. It will trigger public offer requirement.-
when we read the definition of private placement it includes invitation to offer as well
In contract law - if the company invites and the person agrees to do it - it will become a
binding contract - so the company has to accept it.
A offer from you to me - when a investor fill the application form - and not the company giving
offer - the company will decide whether the form is right and the company will right back
allocating and accepting.

Investors make a offer to bid cum application form - then the comapny will see it and will allow
the issuance -

Private placement letter cum Application form- PAS 4- invitation

Any PE investor why invest - to get returns - how will the PE inesvestor get the return - when
the shares of that startup will be sold - shareholders agreement - include exit right - can have
caluse for buyback, promoter repurchasing the share, third party stretagic investor an
purchase their share, IPO ( noe the first option) -
Why IPO the most preferred route in comparison to other routes -
Buyback - limitation to the % - 25 % only of the paid up share capital
So the valuation of these price will be based on the intrensic factor - book value, balance sheet
IPO has - discovered price - the price band is co-related to market factor ( so for example any
jewelry company- what is the value of other listed jewelry company)
So the shareholders of that compnay - how are they getting exit-- ( IPO is issue of fresh/new
shares)- so IPO' definition also include offer for share by the existing SH ( offer for sale- the
money that is paid to purchase of the shares goes into the account of Selling SH) ( for fresh
issue the money gioes into teh account of the company
Rights issue
Basis of Distinction: Governing Sections: 1. Rights Shares: u/s 62 of Companies Act of
2013 2. Bonus Shares: u/s 63 of Companies Act of 2013

Meaning: 1. Rights Shares: Issue of further shares to the already existing

shareholders of the company in ratio of the proportion of their holdings at discounted
price.
Bonus Shares: Basically issued free of cost on pro-rata basis to existing shareholders.

Reason for issuing:

1. Rights Shares: Basically with the intention of either reducing debt equity ratio of
its company or/and to raise additional capital for further expansion of its business.

2. Bonus Shares: Since the bonus shares are issued out of profits or free reserves of
the company, it is also known by capitalization of profits, and that’s why a company
issues it thinking that it won’t be able to pay dividends despite having profits, and
thereby increasing the amount of shareholding of a particular shareholder.

Cash Flow:

1. Rights Shares: There is adequate cash inflow when issuing it as shareholders need
to pay money to company to purchase such shares.
2. Bonus Shares: No such cash inflow, and mere increase of quantity of shares as
well as shareholding of shareholder happens.

Minimum Subscription:

1. Rights Shares: It is generally prescribed by the company, and needs to be

complied with.

2. Bonus Shares: No such minimum subscription there

Authorization:

1. Rights Shares: Made on member’s authorization through ordinary or special

resolution

2. Bonus Shares: Made on express recommendation from the Board of Members and
need to be authorized by members in general meeting.

Market Value:

1. Rights Shares: Market value of the company increases as net assets stands
increases.

2. Bonus Shares: It remains unaffected though.

Renunciation:

1. Rights Shares: As they are issued for raising additional capital and expansion
purposes, it can be renounced either partially or wholly.

2. Bonus Shares: Unlike previously, here such option is not available as company
gives bonus shares out of its own profits and accumulated reserves, and that’s why
they are always fully paid up.

Owner -
Owner - a company is a separate legal entity and is distinct from its owners. This means
that the company itself can own property, enter into contracts, sue and be sued, and engage in
other legal activities, separate from the individuals who own it.
However, the term "owner" is often used to refer to those who have a financial stake in the
company, such as shareholders in a corporation, partners in a partnership, or members in an
LLC. While these individuals do not own the company in the sense of controlling its
operations or assets, they do own a portion of the company's equity and are entitled to a share
of its profits.

PLEDGE vs HYPOTHECATION VS CHARGE VS LIEN

Pledge- is used when the lender (pledgee) takes actual possession of assets Such securities or goods
are movable securities. In this case the pledgee retains the possession of the goods until the pledgor
(i.e. borrower) repays the entire debt amount. In case there is default by the borrower, the pledgee
has a right to sell the goods in his possession and adjust its proceeds towards the amount due (i.e.
principal and interest amount). Some examples of pledge are Gold /Jewellery Loans, Advance against
goods,/stock,

Hypothecation is used for creating charge against the security of movable assets, but here
the possession of the security remains with the borrower itself. Thus, in case of default by
the borrower, the lender will have to first take possession of the security and then sell the
same. The best example of this type of arrangement are Car Loans.
Mortgage : is used for creating charge against immovable property which includes land,
buildings or anything that is attached to the earth or permanently fastened to anything
attached to the earth. The best example when mortage is created is when someone takes a
Housing Loan / Home Loan.
Lien - A lien is a claim on an asset such as property or machinery that is used as collateral against funds
borrowed or for the payment of obligations, or performance of services to another party. The lien will provide
the lender the right to detain the borrower’s assets, property or goods to secure payment over obligations. The
lender can only detain the property/assets/goods until payments are made, and do not have the right to sell any
such assets unless explicitly stated in the lien contract.

In a lien, the lender can only detain the property/assets/goods until payments are made, and do not have the right
to sell any such assets unless explicitly stated in the lien contract.

• In a pledge, the assets will have to be delivered by the pledger (borrower) to the pledgee (lender). The pledgee
will have the legal title to the asset and has the right to sell the asset in the event that the borrower is unable to
meet his obligations.

SSA VS SPA VS SHA

A Share Subscription Agreement (SSA) as the name indicates is related to
subscription of new shares of the company by a set of existing or new
shareholders.

A Share Purchase Agreement (SPA) is executed between parties when one party is
buying or ‘purchasing’ shares from existing shareholders

Shareholders’ Agreement is a comprehensive definitive agreement entered into

by shareholders and the company and outlines the rights, preferences and
obligations of all the shareholders.

Termsheet is generally only a ‘firm intent to invest’ by the investor with the
defined terms. It also is an abridged version of the eventual SHA/definitive
agreement that parties would sign. SHA is Binding: However, SHA is a legally
binding document and not abiding by it will constitute a breach.
A share subscription agreement is where the agreement is made between the company and the investor that
involves the acquisition of ownership in the company by issuance of new share.

Acquisition in a company can either involve purchase of existing securities or issuance of new shares.

Acquisition by purchase of securities is termed as "Share Purchase Agreement" - A share purchase

agreement is defined as a legal contract between a seller and a buyer

Acquisition by issuance of new shares is termed as "Share Subscription Agreement".

Notice –
Specify the place, date, day and hour of the meeting and shall contain a statement of the business to be transacted at such
meeting.

Given to -

Every member of the company,

The legal representative of any deceased member

The assignee of an insolvent member;

The auditors of the company;

Every director of the company.

Publish it at website of the company

Private equity –
Private equity, is the investment of equity capital in private companies. In a typical private equity
deal, an investor buys a stake in a private company with the hope of ultimately realising an increase in
the value of that stake.
Private equity refers to ownership of, or an interest in, a company that is not publicly traded or owned.
Private equity investors generally seek out mature, established companies and acquire a majority,
controlling interest. Private equity investors may seek out businesses in distress or businesses that are
successful but that could benefit from increased efficiency or further resources.

Venture Capital
Venture capital refers to financing invested in startups or smaller companies, generally closer to their
infancy, that show significant growth potential. In this sense, venture capital is actually a subset of
private equity. Venture capitalists tend to acquire less than a majority interest in the business. As such
they can still lend their expertise, but have less control and may have less of a hand in the day-to-day
business. Further, because venture capitalists seek out young, growing companies, they tend to be
more interested in the long-term value of the company.

Specific performance
means enforcement of exact terms of the contract. Under it the plaintiff claims for the specific
thing of which he is entitled as per the terms of contract.
Specific performance is a type of remedy used by courts when no other remedy, including
equitable relief, will adequately compensate the other party. If a legal remedy will put the injured
party in the position they would have enjoyed had the contract been fully performed, then the
court will use that option.

Bonds
Bonds are a type of debt instrument where governments and companies raise
capital from the general public. Instead of always preferring loans, which are
another form of debt, they issue bonds as an alternative. When we buy these
bonds, we essentially lend money to the issuing entity—whether a government
or a company. In return, the issuer promises fixed returns, typically at a specified
coupon rate or interest rate. This fixed return mitigates risk for investors, which
is why bond interest rates are not excessively high.
Types of bond
A bank's capital consists of tier 1 capital and tier 2 capital. These two primary
types of capital reserves are different in several respects.
Tier 1 capital is a bank's core capital and includes disclosed reserves—that
appear on the bank's financial statements—and equity capital. This money is the
funds a bank uses to function on a regular basis and forms the basis of a
financial institution's strength.
Tier 2 capital is a bank's supplementary capital. Undisclosed reserves,
subordinated term debts, hybrid financial products, and other items make up
these funds. 4