Company Law Procedures & Compliances (In 2 Volumes)

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Get a Flat 27% Discount for a limited period on ‘COMPANY LAW PROCEDURES & COMPLIANCES,’ 3rd edition, 2023, authored by Dr. Sanjeev Gupta. ISBN: 978-81-9640-566-3. This comprehensive 2-volume book contains 2750 pages covering topics such as incorporation, appointment of directors, corporate social responsibility, registers, compliance, and more. Enjoy Free Shipping on your purchase. Order now and stay updated with the latest legal provisions and procedures. Limited time offer!

CONTENTS AT A GLANCE

Bharat 5

Foreword to the First Edition 7

Preface to the Third Edition 9

Detailed Contents 23

Topical Alphabetically Arranged Index 63

Volume 1

# Referencer

R-1 Exemptions to private companies under section 462 of Companies Act, 2013 3

R-2 Exemptions to Government Companies under section 462 of Companies Act, 2013 7

R-3 Exemptions to Nidhis under section 462 of Companies Act, 2013 12

R-4 Exemptions to Section 8 (Non-profit) Companies under section 462 of Companies Act, 2013 15

R-5 Exemption to Specified IFSC Public Company under section 462 of the Companies Act, 2013 18

R-6 Exemption to Specified IFSC Private Company under section 462 of the Companies Act, 2013 24

R-7 Offences Punishable with Fine or Imprisonment or both (Compoundable Offences) 29

R-8 Offences Punishable with Fine and Imprisonment (Non-compoundable) 41

R-9 Offences liable to penalty 46

R-10 Offences compoundable by Regional Director 63

R-11 Offences compoundable by National Company Law Tribunal (NCLT) 69

R-12 Offences punishable for fraud u/s 447 of the Act 74

R-13 List of various forms (e-forms and non e-forms) under the Companies Act, 2013 77

R-14 Annual Filing and routine event based forms 102

R-15 List of compliances for unlisted public company on the basis of paid-up capital, Turnover, borrowings, etc. 117

R-16 List of compliances for private companies on the basis of paid-up capital, Turnover, borrowings, etc. 127

R-17 List of Registers, Documents, and Returns to be maintained under the Act 133

R-18 FAQs on new MCA website 138

R-19 V3 FAQs 142

# 1 Digital Signature Certificate

1 Procedure to obtain Digital Signature Certificate (DSC) 155

# 2 Director Identification Number (DIN)

2 Procedure to obtain Director Identification Number (DIN) 165

3 Procedure for Change/Updation in particulars of Director Identification Numbers (DIN) 172

4 Procedure for Annual KYC of Director 176

5 Procedure for cancellation or surrender or deactivation of DIN 181

# 3 Incorporation

6 Procedure for incorporation of a private company or public company 203

7 Procedure for incorporation of One Person Company (OPC) 244

8 Procedure for incorporation of Section 8 Company 270

9 Procedure for registration of Non-Banking Financial Company with the Reserve Bank of India 317

10 Procedure for commencement of business 359

11 Filing of Particulars of the Company and Verification of Its Registered Office-by Active Non-Compliant Company 365

# 4 Directors

12 Procedure for Appointment of First Director/Regularisation of Directors 507

13 Procedure for Re-Appointment of Directors (Retiring By Rotation) in Case of Public Companies 511

14 Procedure for Appointment of a Person other than a Retiring Director as Director in General Meeting 517

15 Procedure for Appointment of an Additional Director 523

16 Procedure for Appointment of Alternate Director 533

17 Procedure for Appointment of Nominee Director 542

18 Procedure for Appointment of Director in Casual Vacancy 547

19 Procedure for Appointment of a Woman Director 554

20 Procedure for Appointment of Independent Director 564

21 Procedure for Re-appointment of an Independent Director 582

22 Procedure for Change in director due to Resignation 595

23 Procedure for Removal of Director 600

# 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 611

25 Procedure for Appointment or Re-appointment and Remuneration or Increase in Remuneration of Managing Director/Whole-Time Director In Case of Public Company 629

26 Procedure for Change in Designation due to Discontinuation from the Managing/Whole Time Directorship but to continue as Director of the Company 666

# 6 Appointment of Company Secretary, Chief Financial Officer and Chief Executive Officer

27 Appointment of Company Secretary/Chief Financial Officer/Chief Executive Officer 673

# 7 Disclosure of Interest by Directors

28 Procedure for Disclosure of Interest by Director 687

# 8 Alteration of Memorandum of Association

29 Procedure for change of name of an existing Company 695

30 Procedure for Rectification of Name (Application to the Central Government) 711

31 Procedure for Rectification of Name (After Receiving Order from the Central Government) 718

32 Procedure for Shifting of Registered Office under Same Registrar and within Local Limits of the Same Town, Village or City 730

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 735

34 Procedure for Shifting of Registered Office within Same State but from the Jurisdiction of One Registrar of Companies to another Registrar of Companies 743

35 Procedure for Shifting of Registered Office from One State to another State 756

36 Procedure for change in Object Clause 794

37 Procedure for alteration in Share Capital Clause 809

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 823

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 839

40 Procedure for Alteration of the Memorandum of Association as per the Companies Act, 2013 848

# 9 Alteration of Articles of Association

41 Procedure for Alteration of Articles of Association 861

# 10 Conversion of Companies

42 Procedure for Conversion of Private Limited Company into Public Limited Company 877

43 Procedure for Conversion of Public Limited Company into Private Limited Company 895

44 Procedure for Conversion of One Person Company (OPC) into Public Limited/Private Limited Company 938

45 Procedure for Conversion of Private Limited Company into One Person Company 951

46 Procedure for Conversion of Private Company or Unlisted Public Company into Limited Liability Partnership (LLP) 966

47 Procedure for Conversion of a Limited Company into a Company with Charitable Objects {Section 8 (Non-Profit) Company} 986

48 Procedure for Conversion of Section 8 Company into Any Other Kind of Company 1010

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

49 Procedure for Obtaining Status of Active Company as Dormant Company 1041

50 Procedure for Obtaining Status of Dormant Company as an Active Company 1049

# 12 Increase of Paid-up Share Capital without Public Offer

51 Procedure for Issue of Shares through Private Placement 1055

52 Procedure for Issue of Shares or Other Securities on Preferential Basis 1088

53 Procedure for Issue of Shares through Rights Issue 1119

54 Procedure for Issue of Shares through Bonus Issue 1138

55 Procedure for Issue of Shares under Scheme of Employee Stock Option Plan [ESOP] 1154

56 Procedure for Issue of Sweat Equity Shares 1173

57 Procedure for Issue of Equity Shares with Differential Rights through Private Placement or Preferential Offer 1191

58 Procedure for Issue of Preference Shares without Public Offer 1211

# 13 Increase of Paid-up Share Capital with Public Offer

59 Procedure for Issue of Equity Shares 1233 

Volume 2

# 14 Declaration of Beneficial Interest

60 Procedure for Filing of Declaration of Beneficial Interest 1429

61 Procedure for Filing of Declaration In Respect of Significant Beneficial Owners Holding Interest of not less than 10 Per cent 1438

# 15 Issuance of Duplicate Share Certificate

62 Procedure for Issuance of Duplicate Share Certificates 1455

# 16 Debentures

63 Procedure to issue Unsecured Compulsorily Convertible Debentures by a Private Company 1463

64 Procedure to issue Secured Compulsorily Convertible Debentures by Private Company 1479

65 Procedure to issue Secured Non-Convertible Debentures by Private Company 1496

66 Procedure to issue Secured Non-Convertible Debentures through Private Placement by Unlisted Public Limited Company within the Borrowing Limit of the Board 1412

67 Procedure to issue Secured Non-Convertible Debentures through Private Placement by Unlisted Public Limited Company Exceeding the Borrowing Limit of the Board 1529

68 Procedure to issue Secured Compulsorily Convertible Debentures through Private Placement by Unlisted Public Limited Company within the Borrowing Limit of the Board 1548

69 Procedure to issue Secured Compulsorily Convertible Debentures through Private Placement by Unlisted Public Limited Company Exceeding the Borrowing Limit of the Board 1566

70 Procedure to issue Unsecured Compulsorily Convertible Debentures through Private Placement by Unlisted Public Limited Company within the Borrowing Limit of the Board 1584

71 Procedure to issue Unsecured Compulsorily Convertible Debentures through Private Placement by Unlisted Public Limited Company Exceeding the Borrowing Limit of the Board 1600

# 17 Transfer and Transmission of Securities

72 Procedure for Transfer/Transmission of Securities 1619

# 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] 1633

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 1648

# 19 Appointment of Auditors

75 Procedure for Appointment of First Auditor in a Company Including Government Company 1671

76 Procedure for Appointment of Subsequent Auditor/Re-Appointment of the Retiring Auditor 1688

77 Procedure Regarding Acceptance of Resignation of Auditor 1702

78 Procedure to fill the casual Vacancy Caused by Resignation of an Auditor 1705

79 Procedure for Appointment of Internal Auditor 1715

80 Procedure for Appointment of Cost Auditor 1721

81 Procedure for Appointment of Secretarial Auditor 1735

82 Procedure for Appointment of Auditor other than Retiring Auditor 1748

83 Procedure for Removal of Auditor before the expiry of his term 1757

# 20 Borrowings

84 Procedure for Borrowing Money by Public Company Exceeding Aggregate of Its Paid-Up Share Capital, Free Reserves and Securities Premium 1771

# 21 Registration of Charges (Creation, Modification or Satisfaction)

85 Procedure for Creation/Modification of Charges 1791

86 Procedure for Satisfaction of Charge 1799

87 Procedure for Condonation of Delay for Registration of Satisfaction of Charges by Central Government (Regional Director) 1804

# 22 Loan from Directors or Relatives of Directors

88 Procedure For Obtaining Unsecured Loan From Director or Director’s Relative in Private Limited Company 1813

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 1819

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 1825

# 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 1837

# 24 Related Party Transactions

92 Procedure for Related Party Transaction permissible through Board Resolution 1847

93 Procedure For Related Party Transactions permissible through Member’s Resolution 1857

# 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 1877

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 1887

96 Situation III: Procedure for Acceptance of Unsecured Deposits by Specified Private Company from its Members without any Limit 1900

97 Situation IV: Procedure for Acceptance of Secured Deposits by Specified Private Company from its Members without any Limit 1910

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 1924

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 1942

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 1962

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 1979

102 Procedure for Repayment of Pre-Mature Deposits 1999

103 Procedure for Filing Return in Respect of Transactions not considered as Deposit 2002

# 26 Declaration and Payment of Dividend

104 Procedure for payment of Interim Dividend 2013

105 Procedure for payment of Final Dividend 2025

# 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 2045

# 28 Corporate Social Responsibility

107 Corporate Social Responsibility (CSR) 2059 

# 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 2115

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 2123

# 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 2137

111 Procedure for Passing Board Resolution by Circulation 2154

# 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 2165

113 Procedure for passing of Resolution by Voting through Electronic means 2238

114 Procedure for passing of Resolution(s) through Postal Ballot 2247

# 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 2255

116 Constitution of Audit Committee/Nomination and Remuneration Committee and Stakeholders Relationship Committee and Their Workings 2276 

# 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 2305

# 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 2313

# 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 2341

# 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 2351

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 2354

# 37 Contribution to Political Parties

122 Procedure to Make Contribution to Political Parties 2361

# 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 2367

# 39 Striking Off of Name of a Company

124 Procedure for Striking Off of Name of an Eligible Company 2411

# 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 2437

# 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 2459

# 42 Compounding of Offences

127 Procedure for Compounding of Offences by National Company Law Tribunal 2467

128 Procedure for Compounding of Offences by Regional Director, Ministry of Corporate Affairs 2490

# 43 Adjudication of Penalties

129 Adjudication of Penalties 2517

# 44 Micro and Small Enterprises Suppliers

130 Furnishing of Information by Specified Companies about Outstanding Payment to Micro and Small Enterprise Suppliers 2545

APPENDICES

Appendix 1 Schedule IV: Code for Independent Directors 2553

Appendix 2 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 2557

Part II: Remuneration 2558

Part III: Provisions applicable to Parts I and II of this Schedule 2566

Part IV: Exemption 2566

Appendix 3 Schedule VI: Infrastructural projects/facilities — Scope of 2567

Appendix 4 Schedule VII: Activities which may be included by Companies in their Corporate Social Responsibility Policies 2569

Appendix 5 SS-1: Secretarial Standard on Meetings of the Board of Directors 2572

Appendix 6 SS-2: Secretarial Standard on General Meetings 2590

Appendix 7 SS-3: Secretarial Standard on Dividend 2617

Additional information

Publisher	Bharat