BOOK REVIEW - A RAMAIYA: GUIDE TO THE COMPANIES ACT 
                                                                                                                   
                                                                                                         
               
                                                                              By Mahesh A. Athavale 
                                                                             (Former President, ICSI;  
                                                    Partner, Kanj & Associates Company Secretaries) 
                                                                                                       
                                                                                                       
                                             th
                                    This is 18  Edition of “A Ramaiya Guide to the Companies Act”. This 
                                    book has a long tradition of almost 58 years and has been used by most 
                                    of the present professionals from their college days. The Editorial Board 
                                    which has presented this compilation consists of nineteen luminaries 
                                    including  eminent  Company  Secretaries,  Advocates  and  Chartered 
                                    Accountants. Efforts put in by the Editorial Board are visible.   
               
              For  next  couple  of  years,  one  will  have  to  refer  to  the  provisions  of 
              Companies Act 1956 (‘Old Act’) as well as the Companies Act 2013 (‘New 
              Act’). The book contains bare text of sections from new as well as old law. 
              Relevant  comparable  sections  of  English  Companies  Act  are  also 
              mentioned. 
               
              There  are  certain  issues  of  ambiguity,  contradictions  in  the  New  Act  as  well  as  Rules  and 
              Regulations  there  under.  Therefore,  it  is  possible  that  there  are  two  views  expressed  for  a 
              specific  question.  The  arrangement  of  book  is  such  that,  before  reaching  a  particular  view/ 
              conclusion, the reader is capable to comprehensively understand the provisions of the law. 
               
              Notes  under  each  section  give  comprehensive  analysis  and  compilation  of  all  the  relevant 
              provisions and reader is capable of understanding every aspect of the subject. 
               
              This book comprehensively covers the various requirements and compliances of the New Act. It 
              provides an exhaustive discussion with a practical approach in analyzing various requirements 
              of the provisions of the New Act. It acts as an analytical tool in understanding law applicable to 
              the governance of companies. 
                
         BOOK REVIEW - A RAMAIYA: GUIDE TO THE COMPANIES ACT 
                                                                                                                      
                                                                                                           
               
              Relevant statutory provisions, rules etc. are provided in the book for the convenience of the 
              readers.  This  book  would  be  of  lot  of  help  to  various  stakeholders  including  Company 
              Secretaries, Chartered Accountants, Cost Accountants, Directors, Administrators, Judicial and 
              quasi judicial bodies. 
               
                                                               One  would  find  elaborate  discussions  on 
                                                               certain  new  concepts  which  have  been 
                                                               introduced  in  Companies  Act  2013.  These 
                                                               include:  One  person  Company,  Related 
                                                               party   transactions,   Appointment     of 
                                                               Independent  Directors,  Composition  of 
                                                               board of directors with resident & woman 
                                                               Director,  Rotation  of  Auditors,  Corporate 
              Social  Responsibility  etc.  One  would  find  quality  discussion  on  these  new  concepts  at 
              appropriate places. 
                   
              Admittedly quite a few provisions of old Act find place in the New Act and therefore, the 
              relevant case laws, which were decided in the regime of the Old Act, have been referred to under 
              the relevant sections of New Act which correspond to the particular section of the Old Act.  
                   
              In  order  to  help  and  understand  the  provisions  by  making  proper  interpretation,  certain 
              circulars and notifications issued under the Old Act have been reproduced. 
               
               The book is in 6 volumes. The first three volumes contain the commentary on the text of the 
              Act, while rest three volumes contain Appendices.  
               
              Fourth volume of Appendix - 1 contains various rules, regulation and orders. It also contains the 
              rules and regulations which stand repealed but which were relevant under Old Act. Giving text 
              of  repealed  rules  would certainly help the professionals to make reference in respect of the 
              matters where the cause of action falls before 12th September 2013 or 1st April 2014, as the case 
          BOOK REVIEW - A RAMAIYA: GUIDE TO THE COMPANIES ACT 
                                                                                                                                            
                                                                                                                                
                  
                 may be. There is a separate section on Non Banking Finance Companies (‘NBFCs’) where the 
                 various  notifications  and  circulars  which  are  relevant  and  applicable  to  NBFC'S  have  been 
                 reproduced. 
                       
                 Fifth volume of Appendix -2 comprises of circulars and notifications applicable to NBFCs. In 
                 PART III guidelines,  rules  and  regulations  relevant  to  Securitization  Act  (SARFAESIA  Act 
                 2002) are also given. These circulars and guidance notes are of quite relevance for those who are 
                 dealing with companies, whose accounts have become NPA and are facing recovery proceedings. 
                 Understanding  the  guidelines  and  issues  covering  CDR  (Corporate  Debt  Restructuring 
                 mechanism) would also come handy to the professionals. 
                       
                 PART IV of fifth volume is about sick companies. 
                 As we all are aware that till such time National 
                 Company  Law  Tribunal  (NCLT)  comes  into 
                 existence,  Sick  Industrial  Companies  (Special 
                 Provisions)  Act  1985,  would  be  relevant  and 
                 applicable     for   revival    of   sick    companies. 
                 Companies  and  professional  are  still  under 
                 obligation to refer the matter to BIFR. Therefore, 
                 this part is relevant even today. One wonders when NCLT would see the light of the day but till 
                 such  time  one  will  have  to  deal  with  BIFR,  CLB  and  various  High  Courts  for  corporate 
                 restructuring matters. 
                  
                 PART  V  of  fifth  volume  has  covered  FEMA  1999  and  various  notifications  and  circulars 
                 pertaining to matters pertaining to the Foreign Exchange. Such a compilation at one place helps 
                 the reader to comprehensively understand the law. Certain important SEBI regulations about 
                 issue of capital and disclosure requirements, about substantial acquisition of shares, takeover 
                 regulations and about corporate governance also find place under part VA. 
                         
                 PART VI gives information about fees and stamp duties. While part VII gives addresses of 
           BOOK REVIEW - A RAMAIYA: GUIDE TO THE COMPANIES ACT 
                                                                                                                                                         
                                                                                                                                            
                    
                   various authorities responsible for administration of the Companies Act. 
                    
                                                                     There are approximately 175 appendices, while certain 
                                                                     appendix  numbers  have  been  kept  reserved  to  be 
                                                                     added under appropriate parts. Appendix 176 is of lot 
                                                                     of relevance and importance to understand the nature 
                                                                     of    offenses     under     Companies  Act  2013  and 
                                                                     consequences  thereof.  This  compilation  would  come 
                                                                     handy to all the directors to understand the risk and 
                   consequences for their liabilities for company offenses.   
                    
                   First Five volumes contain little less than five thousand pages.  
                    
                   Sixth volume gives a consolidated table of cases and subject index. The table of cases is running 
                   into about 475 pages, listing out more than 21000 cases. These include cases decided by Indian 
                   as well as International courts and quasi judicial bodies. 
                     
                   This last volume contains consolidated subject index which runs into about 260 pages and helps 
                   the reader to locate the relevant law on the particular subject and takes him quickly to the 
                   appropriate page.  
                        
                   My Recommendation: This book is a ‘must have’ for each corporate & professional’s library.