COMPANY LAW Procedures & Compliances (with FREE Download) 2019 by Dr. Sanjeev Gupta

COMPANY LAW Procedures & Compliances (with FREE Download)

Volume 1

# Referencer

List of Compoundable Offences

List of Non-Compoundable Offences

Offences Compoundable by Regional Director

Offences Compoundable by NCLT

List of E-Forms under the Companies Act, 2013

List of E-Forms under the Companies Act, 1956

List of Forms required to be Filed along with e-forms

Annual Filing and Event Based Filing of Forms

List of Compliances on the Basis of Paid-up Share Capital, Turnover, Loans, Borrowings from Banks and PFIS, Outstanding Deposits, Net Profit and Net Worth for public company

List of Compliances on the Basis of Paid-up Share Capital, Turnover, Loans, Borrowings from Banks and PFIS, Outstanding Deposits, Net Profit and Net Worth for Private Companies

# 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 in Particulars of Director Identification Numbers (DIN)

4       Procedure for KYC of Directors Annually

# 3 Incorporation

5       Procedure for Incorporation of Private Company or Public Company

6       Procedure for Incorporation of One Person Company

7       Procedure for Incorporation of Section 8 Company

8       Procedure for Registration of Non Banking Financial Company with the Reserve Bank of India

9       Procedure for Commencement of Business

10     Filing of Particulars of the Company and its Registered Office-Active Company Tagging Identities and Verification (Active)

# 4 Directors

11     Procedure for Appointment of First Director/Regularisation of Directors

12     Procedure for Re-Appointment of Directors in Case of Public Companies

13     Procedure for Appointment of a Person other than a Retiring Director as Director in General Meeting

14     Procedure for Appointment of Additional Director

15     Procedure for Appointment of Alternate Director

16     Procedure for Appointment of Nominee Director

17     Procedure for Appointment of Directors in Casual Vacancy

18     Procedure for Appointment of a Woman Director

19     Procedure for Appointment of Independent Director

20     Procedure for Change in Director Due to Resignation

21     Procedure for Removal of Director

# 5 Appointment and Remuneration of
Managing Director and Whole Time Director

22     Procedure for Appointment or Re-Appointment and Remuneration or Increase in Remuneration of Managing Director/Whole-Time Director in Case of Private Limited Company

23     Procedure for Appointment or Re-Appointment and Remuneration or Increase in Remuneration of Managing Director/Whole-Time Director in Case of Public Company

24     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

25     Appointment of Company Secretary/Chief Financial Officer/ Chief Executive Officer

# 7 Disclosure of Interest by Directors

26     Procedure for Disclosure of Interest by Director

# 8 Alteration of Memorandum of Association

27     Procedure for Change of Name of an Existing Company

28     Procedure for Rectification of Name (Application to the Central Government)

29     Procedure for Rectification of Name (After Receiving Order from the Central Government)

30     Procedure for Shifting of Registered Office under same Registrar and Within Local Limits of the Same Town, Village or City

31     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

32     Procedure for Shifting of Registered Office within Same State But From the Jurisdiction of One Registrar of Companies to Another Registrar of Companies

33     Procedure for Shifting of Registered Office from One State to Another State

34     Procedure for Change in Object Clause

35     Procedure for Alteration in Share Capital Clause

36     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

37     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

38     Procedure for Alteration of the Memorandum of Association as per the Companies Act, 2013

# 9 Alteration of Articles of Association

39     Procedure for Alteration of Articles of Association

# 10 Conversion of Companies

40     Procedure for Conversion of Private Limited Company into Public Limited Company

41     Procedure for Conversion of Public Limited Company into Private Limited Company

42     Procedure for Conversion of One Person Company into Public Limited/Private Limited Company

43     Procedure for Conversion of Private Limited Company into One Person Company

44     Procedure for Conversion of Private Company or Unlisted Public Company into Limited Liability Partnership

45     Procedure for Conversion of Private Company into section 8 Company

46     Procedure for Conversion of Section 8 Company into Private Limited Company

# 11 Conversion of Status of Active Company into
Dormant Company and Vice Versa

47     Procedure for Conversion of Active Company into Dormant Company

48     Procedure for Conversion of Status of Dormant Company as an Active Company

# 12 Increase of Paid up Share Capital
without Public Offer

49     Procedure for Issue of Shares through Private Placement [Section 42]

50     Procedure for Shares Issue on Preferential Basis [Section 62(1)(c)]

51     Procedure for Issue of Shares through Right Issue

52     Procedure for Issue of Shares through Bonus Issue [Section 63]

53     Procedure for Issue of Employee Stock Option Plan [Section 62(1)(b)]

54     Procedure for Issue of Sweat Equity Shares [Section 54]

55     Procedure for Issue of Preference Shares without Public Offer [Section 55]

# 13 Increase of Paid up Share Capital
with Public Offer

56     Procedure for Issue of Equity Shares

# 14 Declaration of Beneficial Interest

57     Procedure for Filing of Declaration of Beneficial Interest

58     Procedure for Filing of Declaration in Respect of Significant Beneficial Owners Holding Interest of Not Less than 10 Percent

# 15 Issuance of Duplicate Share Certificate

59     Procedure for Issuance of Duplicate Share Certificates

# 16 Debentures

60     Procedure to Issue Convertible Debentures by Private Company

61     Procedure to Issue Non-Convertible Debentures by Private Company

62     Procedure to Issue Non-Convertible Debentures by Public Limited Company within the Borrowing Limit of the Company

63     Procedure to Issue Non-Convertible Debentures by Public Limited Company Exceeding the Borrowing Limit of the Company

64     Procedure to Issue Convertible Debentures by Public Limited Company within the Borrowing Limit of the Company

65     Procedure to Issue Convertible Debentures by Public Limited Company Exceeding the Borrowing Limit of the Company

66     Procedure for Conversion of Debentures into Equity Shares

Volume 2

# 17 Transfer and Transmission of Securities

67     Procedure for Transfer/Transmission of Shares

# 18 Buy-Back of Securities

68     Procedure in Case of Private Limited or/and Unlisted Public Limited Company, 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 [Section 68]

69     Procedure in Case of Private Limited or/and Unlisted Public Limited Company, if Buy-Back of Shares/Other Specified Securities are More than 10% but up to 25% of Equity Paid-Up Share Capital and Free Reserves: [Section 68]

# 19 Appointment of Auditors

70     Procedure for Appointment of First Auditor

71     Procedure for Appointment of Subsequent Auditor/Re-Appointment of the Retiring Auditor

72     Procedure Regarding Acceptance of Resignation of Auditor

73     Procedure to Fill the Casual Vacancy Caused by Resignation of Auditor

74     Procedure for Appointment of Internal Auditor

75     Procedure for Appointment of Cost Auditor

76     Procedure for Appointment of Secretarial Auditor

77     Procedure for Appointment of Auditor other than Retiring Auditor

78     Procedure for Removal of Auditor before the Expiry of his term

# 20 Borrowings

79     Procedure for Borrowing Exceeding Paid Up Capital, Free Reserves and Securities Premium Account by Public Companies

# 21 Registration of Charges

80     Procedure for Creation/Modification of Charges

81     Procedure for Satisfaction of Charge

82     Procedure for Condonation of Delay for Registration of Satisfaction of Charges by Central Government (Regional Director)

# 22 Loan from Directors or Relatives of Directors

83     Procedure for Obtaining Unsecured Loan from Director or Director’s Relative in Private Limited Company

84     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 Account of the Company

85     Procedure for Obtaining Unsecured Loan from Director in Public Limited Company if Loan from Director Together with Amount Already Borrowed as Loan is Exceeding of Paid Up Share Capital, Free Reserves and Securities Premium Account of the Company

# 23 To Sell, Lease or Otherwise Dispose of the
Whole or Substantially the Whole of the
Undertaking by a Public Limited Company

86     Procedure for Selling, Leasing or Otherwise Disposing of the Whole or Substantially the Whole of the Undertaking by a Public Limited Company

# 24 Related Party Transactions

87     Procedure for Related Party Transaction Permissible through Board Resolution

88     Procedure for Related Party Transactions Permissible through Member’s Resolution

# 25 Acceptance of Deposits

Limits of Deposits

89     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

90     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

91     Situation III: Procedure for Acceptance of Unsecured Deposits by Private Limited Company from its Members in Excess of 100% of Aggregate of Paid Up Share Capital, Free Reserve and Securities Premium Account

92     Situation IV: Procedure for Acceptance of Secured Deposits by Private Limited Company from its Members in Excess of 100% of Aggregate of Paid Up Share Capital, Free Reserves and Securities Premium Account

93     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 and Free Reserves and Securities Premium Account

94     Situation VI: Procedure for Acceptance of Secured Deposits by Non Eligible Public Companies from its Members upto 35% of the Aggregate of Paid Up Capital and Free Reserves and Securities Premium Account

95     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 Amount and From Public Upto 25% of the Paid Up Share Capital Free Reserves and Securities Premium Account

96     Situation VIII: Procedure for Acceptance of Secured Deposits by Eligible Company From its Members Upto 10% of Aggregate of Paid Up Share Capital, Free Reserves and Security Premium Amount and From Public Company Upto 25% of the Paid Up Share Capital and Free Reserves

97     Procedure for Repayment of Pre-Matured Deposits

98     Procedure for Filing Return in Respect of Transactions Not Considered as Deposit

# 26 Declaration and Payment of Dividend

99     Procedure for Payment of Interim Dividend

100   Procedure for Payment of Final Dividend

# 27 Loan to Managing Director or
Whole Time Director of a Public Company

101   Procedure to Give Loan to Managing Director/Whole Time Director

# 28 Corporate Social Responsibility [Section 135]

102   Corporate Social Responsibility

# 29 Inter Corporate Loan, Investment and Guarantee

103   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 Security Premium Amount, Whichever is More

104   Procedure for Loan, Investment, Guarantee or Investment in the Securities of any Body Corporate etc. if the Limit is Exceeding 60% of the Paidup Share Capital, Free Reserves and Securities Premium Amount or 100% of the Free Reserves and Security Premium Amount, Whichever is More

# 30 Board Meeting and Passing of the Resolutions by Physical Presence or by Circulation or by Postal Ballot, etc.

105   Conducting Board Meeting and Procedure for Passing of Board Resolution by Physical Presence and by Video-Conferencing or by Audio-Visual Means

106   Procedure for Passing Board Resolution by Circulation

# 31 Conducting of Annual General Meeting/General Meeting and Procedure for Passing of Member’s
Resolution in Annual General Meeting/General
Meeting and Annual Filing Documents

107   Procedure to Call Annual General Meeting and Filing of Documents and Returns Related to Annual General Meeting

108   Procedure for Passing of Resolution through Electronic Means I.E. E-Voting

109   Procedure for Passing of Resolution(S) through Postal Ballot

# 32 Different Committees and their
Workings under the Companies Act, 2013

110   Procedure to Constitute Corporate Social Responsibility Committee and Workings of Corporate Social Responsibility Committee

111   Procedure to Constitute 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

112   Procedure for Keeping Books of Accounts at a Place other than the Registerd Office of the Company

# 34 Maintenance of Registers/Documents/Returns to be
Maintained by Every Company

113   Maintenance of Registers/Documents/Returns to Be Maintained by Every Company

# 35 Condonation of Delay in Filing of
Various Forms other than in Case of Charges

114   Procedure for Condonation of Delay in Filing of Various Forms

# 36 Contribution to Charitable Funds

115   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

116   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

117   Procedure to Make Contribution to Political Parties

# 38 Company Capable of Being Registered under the Companies Act, 2013

118   Procedure for Registration of Partnership Firm/Limited Liability Partnership as a Company Limited by Shares or as a Company Limited by Guarantee or as an Unlimited Company under the Companies Act, 2013

# 39 Striking Off of Name of a Company

119   Procedure for Striking Off of Name of an Eligible Company under Section 248(2) of the Act

# 40 Fraud and Offences Punishable under the
Companies Act, 2013

120   Concept of Fraud and Offences Punishable for Fraud under the Companies Act, 2013

# 41 Marking of e-Form as Defective

121   Marking of E-Form as Defective by the Registrar of Companies

# 42 Compounding of Offences

122   Procedure for Compounding of Offences by National Company Law Tribunal

123   Procedure for Compounding of Offences by Regional Director, Ministry of Corporate Affairs

# 43 Micro and Small Enterprises Suppliers

124   Furnishing of Information by Specified Companies About Outstanding Payment to Micro and Small Enterprise Suppliers

Appendix 1    Relevant Sections of Companies Act

Appendix 2    Schedules under Companies Act

Appendix 3    Secretarial Standards 1 & 2