Bharat's COMPANY LAW PROCEDURES & COMPLIANCES (in 2 volumes) 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 Companies Act, 2013         

R-14    Annual Filing and routine event based forms                                    

R-15    Forms/Applications/Documents to be Processed and Examined by Registrar, Central Processing Center (CPC)                                                                                     

R-16    Mode of Processing of e-Forms through STP/Non-STP Mode (Adapted from MCA Portal)          

R-17    Action Points in Case of Submission of e-Forms, Issuance of Securities by Private Companies, Issuance of Notice of General Meeting and Entry in Register of Members after Issuance/Transfer of Securities where Securities are in Demat Form                                 

R-18    List of Compliances for Unlisted Public Company
on the basis of Paid-Up Capital, Turnover, Borrowings, etc.            

R-19    List of Compliances for Private Companies on the basis of Paid-Up Capital, Turnover, Borrowings, etc.                                                                                                     

R-20    List of Registers, Documents, and Returns to be maintained under the Act

R-21    FAQs on New MCA Website (Adapted from MCA21 portal)         

R-22    V3 FAQs (Adapted from MCA21 portal)                                         

R-23    Brief on different forms including Mode of Processing and Proposed Enhancement (Adapted from MCA Portal)                                                                                      

R-24    Different users of V3 on MCA                                                         

R-25    FAQs on Mandatory Demat of Securities by Private Companies     

R-26    Action points in case of Submission of e-Forms, Issuance of Securities by Private Companies and Issuance of Notice of General Meeting                                             

# 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 with Public Offer                   

Volume 2

# 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                    

# 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 in Physical Mode

# 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 [Section 68]                     

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 the 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 Whom Director is Interested                                                                         

# 28 Corporate Social Responsibility

107      Corporate Social Responsibility (CSR)