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CA Intermediate · Corporate and Other Laws

Management & Administration for CA Intermediate: Chapter Guide

Management & Administration is the Companies Act, 2013 chapter on how a company is run: directors, KMP, meetings, resolutions, minutes, related party dealings, registers and the annual return. Solve questions in provision-facts-conclusion format: name the rule, apply the given facts, then state the result clearly.

What this chapter covers

This chapter covers the running of a company after it is incorporated. It starts with the registered office and company identity. It then moves to the people who manage the company: directors and key managerial personnel. After that come the forums where decisions are taken, which are Board meetings, committees and general meetings. It ends with the records a company must keep and file.

Most questions are application-based. You get a short case, such as a director appointed without consent, a minute book written late, or a contract signed with a related party. You must spot the provision, apply it to the facts and give a conclusion. So you need exact conditions, time limits and penalties, not just general ideas.

The chapter connects to the rest of Paper 2 Part I. Share capital, incorporation, and the audit and accounts chapters all assume you know who acts for the company and how decisions are validly made. It also supports Auditing, where Board approvals, related party disclosures and registers matter. Revise it often. Many small rules, such as 30-day and 60-day limits, are easy to mix up.

Paper 2 has 30 marks of MCQs and 70 marks of written answers, with no negative marking, and this chapter is a rich source for both. Its rules are full of testable facts: time limits, who must approve, who may not vote, and what the penalty is. MCQs reward exact recall, and written answers reward a clean provision-facts-conclusion structure. Since the rules are specific, a student who learns them precisely can score well here. A student who only reads casually loses marks on details like 30 days versus 60 days. Remember that Paper 2 for January 2027 covers amendments up to 30 June 2026, so check the latest amendment document for changed limits and penalties.

Management & Administration: topics in the order to study them

  1. 1Registered Office and Company IdentityIt is the shortest and simplest topic, so it builds momentum and introduces the idea of a company's name, address and identity.
  2. 2Directors: Appointment, Qualification and DisqualificationDirectors run the company, so you must know who they are before studying anything they do.
  3. 3Key Managerial Personnel and Managerial RemunerationIt builds directly on directors and adds the other officers, plus the rules on what they can be paid.
  4. 4Board Meetings and CommitteesOnce you know who the directors are, learn how they take decisions together and which committees they form.
  5. 5General Meetings: AGM and EGMShareholders' meetings come after the Board because many Board decisions need shareholder approval.
  6. 6Resolutions and MinutesResolutions are the output of both Board and general meetings, and minutes are the record of them.
  7. 7Related Party Transactions and Director InterestsIt needs your knowledge of Board consent, shareholder resolutions and who may vote, so it comes after meetings and resolutions.
  8. 8Statutory Registers, Annual Return and Corporate Social ResponsibilityIt is a records-and-compliance topic, best finished last as it ties together directors, members and meetings.

How to prepare Management & Administration

Treat this chapter as a set of rules with conditions. Your aim is to recall each rule exactly and apply it to facts.

  1. Read the topics in the study order above. Do not jump to related party transactions before you understand Board meetings and resolutions.
  2. For each topic, make a one-page sheet with four columns in your notes: provision, who does it, time limit or approval needed, and consequence or penalty.
  3. Learn the numbers together with their trigger. For example, minutes must be kept within 30 days of the meeting, and the annual return must be filed within 60 days of the AGM date. Always note what starts the clock.
  4. Practise short MCQs after each topic. Since there is no negative marking, attempt every question and eliminate options that give a wrong time limit or a wrong approving body.
  5. Write three or four case-based answers per topic in provision-facts-conclusion format. State the rule first, apply the facts in two or three lines, then give a clear conclusion.
  6. Use the section-wise statements in the Act for the key sections, such as 92, 118, 170 and 188, and read the exact wording at least once.
  7. Before the exam, check the amendment document applicable to your attempt and update any changed limits or penalties in your notes.

Common mistakes in Management & Administration

  • Mixing up time limits such as 30 days for minutes and returns of directors with 60 days for the annual return.

    Fix: Write each limit with its trigger: 30 days from the meeting for minutes, 30 days from appointment or change for director returns, 60 days from the AGM date for the annual return.

  • Saying a related party transaction always needs shareholder approval.

    Fix: First check the Board consent need, then the thresholds, then the exceptions such as ordinary course at arm's length and holding company with its wholly owned subsidiary whose accounts are consolidated.

  • Writing answers without applying the facts given in the question.

    Fix: Use provision, facts, conclusion. Always link at least two facts from the case to the rule before you state the conclusion.

  • Confusing the penalty on the company with the penalty on the officer or director in default.

    Fix: For each section note separately who is liable and the amount. For example, minutes default: ₹25,000 on the company and ₹5,000 on each officer in default.

  • Treating the Chairman's power over minutes as unlimited.

    Fix: State that the discretion exists only on the three grounds: defamatory, irrelevant or immaterial, or detrimental to the company's interests.

  • Studying only the old penalty figures from older books.

    Fix: Use current text and the amendments document for your attempt. Update your one-page sheets whenever a figure changes.

Last-day revision: Management & Administration

  • Every company keeps a register of directors and KMP at its registered office, including their securities held in the company, its holding, subsidiary and associate companies.
  • A return of directors and KMP is filed with the Registrar within 30 days of appointment and within 30 days of any change.
  • Minutes of every general meeting, postal ballot resolution, Board meeting and committee meeting must be kept within 30 days in consecutively numbered pages.
  • Minutes must contain a fair and correct summary. For Board meetings, they must also name directors present and any dissenting directors.
  • The Chairman has absolute discretion to leave out defamatory, irrelevant or immaterial matter, or matter detrimental to the company's interests.
  • Properly kept minutes are evidence of the proceedings. Until the contrary is proved, the meeting is deemed duly called and held.
  • Minutes fall under the secretarial standards of the Institute of Company Secretaries of India. Default in minutes: penalty of ₹25,000 on the company and ₹5,000 on each officer in default.
  • Tampering with minutes: imprisonment up to 2 years and fine of ₹25,000 to ₹1,00,000.
  • Annual return is filed within 60 days of the AGM date, or of the date the AGM should have been held. It is signed by a director and the company secretary.
  • Annual return of a listed company, or a company with prescribed paid-up capital or turnover, is certified by a company secretary in practice. A wrong certification attracts a ₹2,00,000 penalty.
  • Related party contracts in listed categories need Board consent by a resolution at a meeting. Related members cannot vote on the shareholders' resolution.
  • Unratified related party contracts within 3 months are voidable. The penalty on a director or employee is ₹25,00,000 for a listed company and ₹5,00,000 for any other company.

Management & Administration practice questions

Management & Administration in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Management & Administration: frequently asked questions

Is Management & Administration important for CA Intermediate Paper 2?

Yes. It is a core chapter of Part I Company Law and gives many exact rules that suit both MCQs and case-based written answers. Treat it as a high-priority chapter for practice.

How should I write answers for this chapter?

Use provision, facts, conclusion. State the rule in plain words, apply the facts given in the question, and end with a clear result. Add the consequence or penalty where relevant.

Which numbers should I memorise first?

Start with the common time limits: 30 days for minutes and for director and KMP returns, and 60 days from the AGM date for the annual return. Then learn the penalties for default, and always note the event that starts each period.

Do I need to know section numbers?

Knowing key section numbers helps, such as 92 for annual return, 118 for minutes, 170 for register of directors and KMP, and 188 for related party transactions. But the rule and its conditions matter more than the number.

How do I handle amendments for my attempt?

Check the ICAI amendments document for your exam. For January 2027, Paper 2 covers company law amendments up to 30 June 2026. Update any changed limits or penalties in your notes before the exam.