Description
Bharat Law House Pvt Ltd Company Law Procedures & Compliances Second Edition by Dr Sanjeev Gupta
Volume 1
# Referencer
R-1 Exemptions to private companies under section 462 of Companies Act, 2013
R-2 Exemptions to Government Companies under section 462 of Companies Act, 2013
R-3 Exemptions to Nidhis under section 462 of Companies Act, 2013
R-4 Exemptions to Section 8 (Non-profit) Companies under section 462 of Companies Act, 2013
R-5 Exemption to Specified IFSC Public Company under section 462 of the Companies Act, 2013
R-6 Exemption to Specified IFSC Private Company under section 462 of the Companies Act, 2013
R-7 Offences Punishable with Fine or Imprisonment or both (Compoundable Offences)
R-8 Offences Punishable with Fine and Imprisonment (Non-compoundable)
R-9 Offences liable to penalty
R-10 Offences compoundable by Regional Director
R-11 Offences compoundable by National Company Law Tribunal (NCLT)
R-12 Offences punishable for fraud u/s 447 of the Act
R-13 List of various forms (e-forms and non e-forms) under the Companies Act, 2013
R-14 Annual Filing and routine event based forms
R-15 List of compliances for unlisted public company on the basis of paid-up capital, Turnover, borrowings, etc.
R-16 List of compliances for private companies on the basis of paid-up capital, Turnover, borrowings, etc.
R-17 List of Registers, Documents, and Returns to be maintained under the Act
# 1 Digital Signature Certificate
1 Procedure to obtain Digital Signature Certificate (DSC)
# 2 Director Identification Number (DIN)
2 Procedure to obtain Director Identification Number (DIN)
3 Procedure for Change/Updation in particulars of Director
Identification Numbers (DIN)
4 Procedure for Annual KYC of Director
5 Procedure for cancellation or surrender or deactivation
of DIN
# 3 Incorporation
6 Procedure for incorporation of a private company or public company
7 Procedure for incorporation of One Person Company (OPC)
8 Procedure for incorporation of Section 8 Company
9 Procedure for registration of Non-Banking Financial Company with the Reserve Bank of India
10 Procedure for commencement of business
11 Filing of Particulars of the Company and Verification of Its Registered Office-by Active Non-Compliant Company
# 4 Directors
12 Procedure for Appointment of First Director/Regularisation of Directors
13 Procedure for Re-Appointment of Directors (Retiring By Rotation) in Case of Public Companies
14 Procedure for Appointment of a Person other than a Retiring Director as Director in General Meeting
15 Procedure for Appointment of an Additional Director
16 Procedure for Appointment of Alternate Director
17 Procedure for Appointment of Nominee Director
18 Procedure for Appointment of Director in Casual Vacancy
19 Procedure for Appointment of a Woman Director
20 Procedure for Appointment of Independent Director
21 Procedure for Re-appointment of an Independent Director
22 Procedure for Change in director due to Resignation
23 Procedure for Removal of Director
# 5 Appointment and Remuneration of
Managing Director and Whole Time Director
24 Procedure for Appointment or Re-Appointment and Remuneration or Increase in Remuneration of Managing Director In Case of Private Limited Company
25 Procedure for Appointment or Re-appointment and Remuneration or Increase in Remuneration of Managing Director/Whole-Time Director In Case of Public Company
26 Procedure for Change in Designation due to Discontinuation from the Managing/Whole Time Directorship but to continue as Director of the Company
# 6 Appointment of Company Secretary,
Chief Financial Officer and Chief Executive Officer
27 Appointment of Company Secretary/Chief Financial Officer/Chief Executive Officer
# 7 Disclosure of Interest by Directors
28 Procedure for Disclosure of Interest by Director
# 8 Alteration of Memorandum of Association
29 Procedure for change of name of an existing Company
30 Procedure for Rectification of Name (Application to the
Central Government)
31 Procedure for Rectification of Name (After Receiving Order from the Central Government)
32 Procedure for Shifting of Registered Office under Same Registrar and within Local Limits of the Same Town, Village or City
33 Procedure for Shifting of Registered Office within the Same State but outside the Local Limits of City, Town, Village and within the Jurisdiction of the Same Registrar of Companies
34 Procedure for Shifting of Registered Office within Same State but from the Jurisdiction of One Registrar of Companies to another Registrar of Companies
35 Procedure for Shifting of Registered Office from One State to another State
36 Procedure for change in Object Clause
37 Procedure for alteration in Share Capital Clause
38 Procedure for Consolidation and Division of Share Capital of Company into Shares of a Larger amount than its Existing Shares where Voting Percentage of Shareholders will affect
39 Procedure for Consolidation and Division of Share Capital of Company into Shares of a larger amount than its Existing Shares where Voting Percentage of Shareholders will not affect
40 Procedure for Alteration of the Memorandum of Association as per the Companies Act, 2013
9 Alteration of Articles of Association
41 Procedure for Alteration of Articles of Association
# 10 Conversion of Companies
42 Procedure for Conversion of Private Limited Company into Public Limited Company
43 Procedure for Conversion of Public Limited Company into Private Limited Company
44 Procedure for Conversion of One Person Company (OPC) into Public Limited/Private Limited Company
45 Procedure for Conversion of Private Limited Company into One Person Company
46 Procedure for Conversion of Private Company or Unlisted Public Company into Limited Liability Partnership (LLP)
47 Procedure for Conversion of a Limited Company into a Company with Charitable Objects {Section 8 (Non-Profit) Company}
48 Procedure for Conversion of Section 8 Company into Any Other Kind of Company
# 11 Conversion of Status of Active Company into
Dormant Company and Vice Versa
49 Procedure for Obtaining Status of Active Company as Dormant Company
50 Procedure for Obtaining Status of Dormant Company
as an Active Company
# 12 Increase of Paid-up Share Capital
without Public Offer
51 Procedure for Issue of Shares through Private Placement
52 Procedure for Issue of Shares or Other Securities on Preferential Basis
53 Procedure for Issue of Shares through Rights Issue
54 Procedure for Issue of Shares through Bonus Issue
55 Procedure for Issue of Shares under Scheme of Employee Stock Option Plan [ESOP]
56 Procedure for Issue of Sweat Equity Shares
57 Procedure for Issue of Equity Shares with Differential Rights through Private Placement or Preferential Offer
58 Procedure for Issue of Preference Shares without Public Offer
# 13 Increase of Paid-up Share Capital with Public Offer
59 Procedure for Issue of Equity Shares
# 14 Declaration of Beneficial Interest
60 Procedure for Filing of Declaration of Beneficial Interest
61 Procedure for Filing of Declaration In Respect of Significant Beneficial Owners Holding Interest of not less than 10 Per cent
# 15 Issuance of Duplicate Share Certificate
62 Procedure for Issuance of Duplicate Share Certificates
Volume 2
# 16 Debentures
63 Procedure to issue Unsecured Compulsorily Convertible Debentures by a Private Company
64 Procedure to issue Secured Compulsorily Convertible Debentures by Private Company
65 Procedure to issue Secured Non-Convertible Debentures by Private Company
66 Procedure to issue Secured Non-Convertible Debentures through Private Placement by Unlisted Public Limited Company within the Borrowing Limit of the Board
67 Procedure to issue Secured Non-Convertible Debentures through Private Placement by Unlisted Public Limited Company Exceeding the Borrowing Limit of the Board
68 Procedure to issue Secured Compulsorily Convertible Debentures through Private Placement by Unlisted Public
Limited Company within the Borrowing Limit of the Board
69 Procedure to issue Secured Compulsorily Convertible Debentures through Private Placement by Unlisted Public
Limited Company Exceeding the Borrowing Limit of the Board
70 Procedure to issue Unsecured Compulsorily Convertible Debentures through Private Placement by Unlisted Public
Limited Company within the Borrowing Limit of the Board
71 Procedure to issue Unsecured Compulsorily Convertible Debentures through Private Placement by Unlisted Public Limited Company Exceeding the Borrowing Limit of the Board
# 17 Transfer and Transmission of Securities
72 Procedure for Transfer/Transmission of Securities
# 18 Buy-Back of Securities
73 Procedure if Buy-Back of Shares/other Specified Securities are up to 10% or less than 10% of Equity Paid-up Share Capital and Free Reserves
74 Procedure if Buy-Back of Shares/other Specified Securities
are more than 10% but upto 25% of Equity Paid-up Share Capital and Free Reserves
# 19 Appointment of Auditors
75 Procedure for Appointment of First Auditor in a Company Including Government Company
76 Procedure for Appointment of Subsequent Auditor/Re-Appointment of the Retiring Auditor
77 Procedure Regarding Acceptance of Resignation of Auditor
78 Procedure to fill the casual Vacancy Caused by Resignation of an Auditor
79 Procedure for Appointment of Internal Auditor
80 Procedure for Appointment of Cost Auditor
81 Procedure for Appointment of Secretarial Auditor
82 Procedure for Appointment of Auditor other than Retiring Auditor
83 Procedure for Removal of Auditor before the expiry of his term
# 20 Borrowings
84 Procedure for Borrowing Money by Public Company Exceeding Aggregate of Its Paid-Up Share Capital, Free Reserves and Securities Premium
# 21 Registration of Charges
(Creation, Modification or Satisfaction)
85 Procedure for Creation/Modification of Charges
86 Procedure for Satisfaction of Charge
87 Procedure for Condonation of Delay for Registration of Satisfaction of Charges by Central Government (Regional Director)
# 22 Loan from Directors or Relatives of Directors
88 Procedure For Obtaining Unsecured Loan From Director or Director’s Relative in Private Limited Company
89 Procedure For Obtaining Unsecured Loan from Director in Public Limited Company if Loan from Director, Together with amount already Borrowed as Loan, is Equivalent to or Less than the Aggregate of Paid-up Share Capital, Free Reserves and Security Premium of the Company
90 Procedure for Obtaining Unsecured Loan from Director in Public Limited Company if Loan From Director together with amount already Borrowed as Loan is exceeding the Aggregate of Paid-Up Share Capital, Free Reserves and Securities Premium of the Company
# 23 To Sell, Lease or otherwise Dispose off the Whole or Substantially the Whole of the Undertaking by a Public Limited Company
91 Procedure for Selling, Leasing or Otherwise Disposing Off the Whole or Substantially the Whole of the Undertaking by a Public Limited Company
# 24 Related Party Transactions
92 Procedure for Related Party Transaction permissible through Board Resolution
93 Procedure For Related Party Transactions permissible through Member’s Resolution
# 25 Acceptance of Deposits
94 Situation I: Procedure for Acceptance of Unsecured Deposits by Private Limited Company from Its Members Upto 100% of Aggregate of Paid-Up Share Capital, Free Reserves And Securities Premium Account
95 Situation II: Procedure for Acceptance of Secured Deposits by Private Limited Company from Its Members Upto 100% of Aggregate of Paid-Up Share Capital, Free Reserves and Securities Premium Account
96 Situation III: Procedure for Acceptance of Unsecured Deposits by Specified Private Company from its Members without any Limit
97 Situation IV: Procedure for Acceptance of Secured Deposits by Specified Private Company from its Members without any Limit
98 Situation V: Procedure for Acceptance of Unsecured Deposits by Non-Eligible Public Company from its Members upto 35% of the Aggregate of Paid-Up Share Capital, Free Reserves and Securities Premium Account
99 Situation VI: Procedure for Acceptance of Secured Deposits by Non-Eligible Public Company from its Members upto 35% of the Aggregate of Paid-Up Capital and Free Reserves and Securities Premium Account
100 Situation VII: Procedure for Acceptance of Unsecured Deposits by Eligible Company from its Members upto 10% of Aggregate of Paid-Up Share Capital, Free Reserves
and Securities Premium Account and from Public Upto 25% of the Paid-Up Share Capital, Free Reserves and
Securities Premium Account
101 Situation VIII: Procedure for Acceptance of Secured Deposits by Eligible Company from its Members up to 10% of Aggregate of Paid-Up Share Capital, Free Reserves and Securities Premium Amount and from Public Company up to 25% of the Paid-Up Share Capital and Free Reserves
102 Procedure for Repayment of Pre-Mature Deposits
103 Procedure for Filing Return in Respect of Transactions not considered as Deposit
# 26 Declaration and Payment of Dividend
104 Procedure for payment of Interim Dividend
105 Procedure for payment of Final Dividend
# 27 Loan to Directors, etc. of a Public Company
106 Procedure to Give Loan to Managing Director or Whole-Time Director or Any Person In
# 28 Corporate Social Responsibility
107 Corporate Social Responsibility (CSR)
# 29 Inter Corporate Loan, Investment and Guarantee
108 Procedure for Loan, Investment, Guarantee or Investment in the Securities of any Body Corporate, etc. if the limit is upto 60% of the Paid-up Share Capital, Free Reserves and Securities Premium Amount or 100% of the Free Reserves and Securities Premium Amount, whichever is more
109 Procedure for Loan, Investment, Guarantee or Investment in the Securities of any Body Corporate etc. if the limit is exceeding 60% of the Paid-up Share Capital, Free Reserves and Securities Premium Amount or 100% of the Free Reserves and Securities Premium Amount, whichever is more
# 30 Board Meetings and Passing of Resolutions
110 Conducting Board Meeting and Procedure for Passing of Board Resolution by Physical Presence and by Audio-Visual Means and Minutes of Board Meeting
111 Procedure for Passing Board Resolution by Circulation
# 31 Conducting of Annual General Meeting/General Meeting and Procedure for Passing of Member’s Resolution Annual General Meeting/General Meeting and Filing of Documents related to Annual General Meeting
112 Procedure to Call Annual General Meeting/Extra-Ordinary General Meeting and Filing of Documents and Returns Related to Annual General Meeting
113 Procedure for passing of Resolution by Voting through Electronic means
114 Procedure for passing of Resolution(s) through Postal Ballot
# 32 Different Committees and their Workings
under the Companies Act, 2013
115 Constitution of Corporate Social Responsibility Committee and Workings of Corporate Social Responsibility Committee
116 Constitution of Audit Committee/Nomination and Remuneration Committee and Stakeholders Relationship Committee and Their Workings
# 33 Maintenance of Books of Accounts and Keeping them either at the Registered Office or such other Place
117 Procedure for Keeping Books of Accounts at a Place Other than the Registered Office of the Company
# 34 Registers/Documents/Returns to be
Maintained by Every Company
118 Registers/Documents/Returns/Books of Accounts to be kept and maintained by every company
# 35 Condonation of Delay in Filing of Various
Forms Other than in Case of Charges
119 Procedure for Condonation of Delay in Filing of Various Forms
# 36 Contribution to Charitable Funds
120 Procedure for Contribution to bona fide Charitable Funds If the Aggregate Amount of Contribution is upto 5% of Its Average Profit for the three Immediately Preceding Financial Years
121 Procedure for Contribution to bona fide Charitable Funds if the Aggregate Amount of Contribution is more than 5%
of its Average Profit for the three Immediately
Preceding Financial Years
# 37 Contribution to Political Parties
122 Procedure to Make Contribution to Political Parties
# 38 Company Capable of Being Registered
under the Companies Act, 2013
123 Procedure for Registration of Partnership Firm/Society/ Trust, etc., as a Company Limited by shares or limited by guarantee under the Act
# 39 Striking Off of Name of a Company
124 Procedure for Striking Off of Name of an Eligible Company
# 40 Fraud and Offences Punishable for
Fraud under the Companies Act, 2013
125 Concept of Fraud and Offences Punishable for Fraud under the Companies Act, 2013
# 41 Marking of e-Form as Defective
126 Marking of E-Form as Defective by the Registrar of Companies on Request of a Company and Authorised Person
# 42 Compounding of Offences
127 Procedure for Compounding of Offences by National Company Law Tribunal
128 Procedure for Compounding of Offences by Regional Director, Ministry of Corporate Affairs
# 43 Adjudication of Penalties
129 Adjudication of Penalties
# 44 Micro and Small Enterprises Suppliers
130 Furnishing of Information by Specified Companies about Outstanding Payment to Micro and Small Enterprise Suppliers
APPENDICES
Appendix 1 Schedule I: Specimen Memorandum and Articles of Association
Appendix 2 Schedule II: Useful Lives to Compute Depreciation
Appendix 3 Schedule III: General Instructions for Preparation of Balance Sheet and Statement of Profit and Loss of a Company
Appendix 4 Schedule IV: Code for Independent Directors
Appendix 5 Schedule V: Part I: Conditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of the Central Government
Part II: Remuneration
Part III: Provisions applicable to Parts I and II of this Schedule
Part IV: Exemption
Appendix 6 Schedule VI: Infrastructural projects/facilities — Scope of
Appendix 7 Schedule VII: Activities which may be included by Companies in their Corporate Social Responsibility Policies
Appendix 8 SS-1: Secretarial Standard on Meetings of the Board of Directors
Appendix 9 SS-2: Secretarial Standard on General Meetings
Appendix 10 SS-3: Secretarial Standard on Dividend