Bharat’s Company Law Procedures & Compliances by Dr. Sanjeev Gupta – 2nd Edition July 2021

About Company Law Procedures & Compliances

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

Details :

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