Contents
About the authors xi
How to use this book xii
Keyword search (for tables / charts only) xv
Details of Sections xxxi
Index of Rules lxiii
Index of Standards lxxvi
Rules notified under the Companies Act, 2013 lxxvii
Circulars issued under the Companies Act, 2013 lxxx
Notifications / Orders issued under the Companies Act, 2013 xci
A REFERENCER
1 Compliance requirement under the Companies Act, 2013 – Part A R.2
2 Compliance requirement under the Companies Act, 2013 – Part B R.3
3 Annual Compliance Chart – Event based or applicable to a class or classes of companies R.5
4 Annual Compliance Chart – All Companies R.6
5 One Time Compliance Chart – All Companies R.7
6 Signing of documents, pre-certification of forms, documents which can be filed by a defaulting company, other matters in respect of e form (scanned image, where e-form is not prescribed) R.9
7 ‘Numbers’ as mentioned in various provisions of the Companies Act, 2013 R.11
8 Disclosure requirements in respect of financial statements1 under the Companies Act, 2013 R.13
9 Disclosure requirements in respect of board’s report under the Companies Act, 2013 R.15
10 Disclosure requirements in respect of Board’s Report for One Person Company (OPC) and small company under the Companies Act, 2013 R.19
11 Disclosure requirements in respect of company’s website under the Companies Act, 2013 R.21
12 Other disclosure requirements under the Companies Act, 2013
• Obligation to indicate DIN
• Disclosure in respect of Registered Office
• Disclosure in respect of Change in Name
• Disclosure of Interest by Director R.24
13 Filing Fees Chart – I
[nominal capital, document filing fee, additional fee, annual fee by dormant company] R.26
14 Filing Fees Chart – II
[application made to Central Government / Regional Director, other fees, filing fee chart in respect of company having a share capital] R.27
15 Filing Fees Chart – III
[Charge Documents] R.29
16 ‘Effect of’ various events as mentioned in the Companies Act, 2013 R.31
17 Register, returns, books and other records – Place, period and custodian R.32
18 Right to inspection / copies / circulation of register, returns, books and other records R.35
19 Requirements of Internal Financial Controls – Reference to Internal Financial Controls in the Act R.38
20 Powers of Board (Section 179)
(including powers to be exercised by means of resolutions passed at meeting of the Board) R.39
21 Matters for which ordinary resolutions is sufficient R.41
22 Matters for which special resolution is required R.44
23 Matters requiring special notice R.48
24 Resolutions to be passed by Postal Ballot R.49
25 Members’ resolutions required to be filed in Form MGT-14 R.50
26 Board resolutions required to be filed in Form MGT-14 by Companies other than private company R.52
27 Liberty available to Private Company
• at a Glance
• Detailed R.53
28 Liberty available to Section 8 Company
• at a Glance
• Detailed R.59
29 Liberty available to Nidhis
• at a Glance
• Detailed R.64
30 Liberty available to Government Company
• at a Glance
• Detailed R.69
31 Deposit, Loans and Advance – comparative study Loans which are not treated as Deposits R.79
32 Newspaper Advertisement – requirement under various provisions of the Act R.84
33 Limited Liability Partnership (
LLP) – at a Glance
• Advantage of LLP over Partnership
• Registration of an Indian LLP
• Conversion of an existing partnership firm into LLP
• Conversion of a private company or unlisted public company to LLP
• To close a LLP R.88
34 LLP – Compliances to be made – Annual Compliances, Other Compliances, Returns & Records, LLP – Additional Fees, Permanent Preservation of Documents, Foreign Entity, Foreign LLP (FLLP) and change in particulars of FLLP R.90
35 LLP – Various Forms:
E-Forms
Company e-Forms as equally applicable to LLP
Other Forms R.93
A.1 REFERENCER – Appearing in Part B
Chapter II – Incorporation of Company and Matters Incidental
Thereto
1 Flow Chart for Incorporation of a Company 2.2
- OPC, Section 8 Company and All Other Company 2.7
2 Flow Chart for Change in Name of a Company
- Conversion of Private to Public
- Conversion of OPC to Private or Public
- Conversion of Private to OPC
- Other Change in Name (without change in class of company)
3 Flow Chart for Conversion of a Public Company into a Private Company 2.9
4 Flow Chart for Conversion of a company registered under Section 8 to any Other Kind 2.11
5 Flow Chart for Change in Registered Office of a Company 2.13
-
Within the ‘Local Limits’ of any city, town or village where the registered office is situated
-
Outside the ‘Local Limits’ of any city, town or village where the registered office is situated
- From Jurisdiction of
one Registrar to another within the
same state
- From
One State or Union Territory to another
Chapter IV - Share Capital and Debentures
6 Flow Chart for Allotment – Private Placement, Bonus Shares, Further Issue of Share Capital 4.2
7 Flow Chart for Buy-Back of Securities 4.5
8 Flow Chart for Alteration of Share Capital 4.8
Chapter V - Acceptance of Deposits by Companies
9 Flow Chart for Acceptance of Deposits 5.2
Chapter VI - Registration of Charges
10 Flow Chart for Registration of Charges and Appointment / Cessation of Receiver or Manager 6.2
Chapter VII - Management and Administration
11 Meeting of Members – Important Points 7.2
- AGM, EGM, Quorum, Notice and Explanatory Statement, Chairman
12 Management and Administration – Important Points 7.5
- Place of keeping Member Registers etc., Closure of Register of Members or Shareholders or Other Security Holders 7.5
- Flow Chart for Beneficial Owners 7.5
- Significant Beneficial Owners 7.5
- Change in Shareholding position of Promoters and Top 10 Shareholders 7.5
- Proxies 7.6
Chapter VIII - Declaration and Payment of Dividend
13 Declaration and Payment of Dividend – Salient Features & Flow Chart 8.2
Chapter IX - Accounts of Companies
14 Accounts of Companies – Important Points 9.2
- Place of Keeping Book of Accounts 9.2
- Manner for Electronic Mode & Audit Trail 9.2
- Consolidated Financial Statements 9.3
- Financial Year 9.4
Application for Change in Financial Year 9.5
15 Corporate Social Responsibility – Important Points 9.6
Chapter X - Audit and Auditors
16 Flow Chart for Appointment of Auditors – First Auditors and Subsequent Auditors 10.2
17 Flow Chart for Change in Auditors – Casual Vacancy, Removal and Special Notice 10.4
18 Flow Chart for Reporting of Fraud by Auditors and other Important Points 10.6
- Auditor not to render certain services 10.6
- Auditor to attend Annual General Meeting 10.7
Chapter XI - Appointment and Qualifications of Directors
19 Flow Chart for Director Identification Number (DIN) – Application, Cancellation or Deactivation, Director without DIN, Annual Compliance (Directors KYC), Surrender of DIN, Change in Particulars 11.2
20 Flow Chart for Appointment of Director – First Director, Additional Director, Alternate Director, Casual Vacancy (Chart-I) 11.5
21 Flow Chart for Appointment of Director – Director by Rotation, Notice for Candidature, Director by Small Shareholders (Chart-II) 11.7
22 Flow Chart for Removal, Resignation and Disqualification of Director 11.9
Chapter XII - Meetings of Board and its Powers
23 Meeting of Board – Important Points 12.2
- Meeting of Board, Notice, Quorum, Resolutions by Circulation
24 Various types of Committee – Important Points 12.4
- Audit Committee 12.4
- Nomination and Remuneration Committee 12.4
- Corporate Social Responsibility Committee 12.5
- Stakeholders Relationship Committee 12.5
25 Tabular Chart on Borrowings, Loans and Investment, and Exemption to Special Category Company 12.6
26 Flow Chart for Related Party Transactions 12.10
Chapter XIII - Appointment and Remuneration of Managerial
Personnel
27 Flow Chart for Managerial Remuneration 13.2
Procedure before amendments by the Companies (Amendment) Act, 2017 13.2
Procedure after proposed amendments by the Companies (Amendment) Act, 2017 13.4
28 Tabular Chart for Key Managerial Personnel (KMP) 13.6
- Managing Director, Whole-time Director, Manager
- Chief Executive Officer, Chief Financial Officer
- Company Secretary
Chapter XVIII – Removal of Names of Companies from the Register of Companies
29 Flow Chart on Application for Removal of Name of a Company from the Register of Company 18.2
Chapter XXIX – Miscellaneous
30 Flow Chart and Important points on Dormant / Inactive Company and Dormant Company Seeking Status of an Active Company 29.2
B CHAPTERS
Chapter I to Chapter XXIX 1.1 - 29.24
(integrated with applicable referencer, relevant Rules and Secretarial Standards)
Index of Rules lxiii
Index of Standards lxxvi
Index of Referencer appearing in Part B
Refer to: ‘
A-1
’ of contents above
C APPENDIX
1 Schedule I A.3
Table A Memorandum of association of a company limited by shares A.3
Table B Memorandum of association of a company limited by guarantee and not having a share capital A.4
Table C Memorandum of association of a company limited by guarantee and having a share capital A.5
Table D Memorandum of association of an unlimited company and not having share capital A.6
Table E Memorandum of association of an unlimited company and having share capital A.7
Table F Articles of association of a company limited by shares A.8
Table G Articles of association of a company limited by guarantee and having a share capital A.21
Table H Articles of association of a company limited by guarantee and not having share capital A.21
Table I Articles of association of an unlimited company and having a share capital A.25
Table J Articles of association of an unlimited company and not having share capital A.25
2 Schedule II - Useful lives to compute Depreciation A.26
3 Schedule III A.33
Division I - Financial Statements for a company whose Financial Statements are required to comply with the Companies (Accounting Standards) Rules, 2006. A.33
Part I – Balance Sheet A.39
Part II – Statement of Profit and Loss A.50
Division II- Financial Statements for a company whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards) Rules, 2015 A.60
Part I – Balance Sheet A.61
Statement of Changes in Equity A.61
Part II – Statement of Profit and Loss A.85
Part III – General Instructions for the preparation of Consolidated Financial Statements A.88
Division III- Financial Statements for a Non-Banking Financial Company (NBFC) whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards) Rules, 2015. A.90
Part I – Balance Sheet A.91
Statement of Changes in Equity A.94
Part II – Statement of Profit and Loss A.115
Part III – General Instructions for the preparation of Consolidated Financial Statements A.120
4 Schedule IV - Code for Independent Directors A.123
5 Schedule V - Conditions to be fulfilled for the appointment of a Managing or Whole-time Director or a Manager without the approval of the Central Government A.127
6 Schedule VI - Infrastructure Projects or Infrastructural facilities A.136
7 Schedule VII - Activities which may be included by companies in their Corporate Social Responsibility (CSR) Policies A.138
8 Companies (Auditor’s Report) Order, 2020 A.140
9 Liberty available to “Specified IFSC private company” A.145
10 Liberty available to “Specified IFSC public company” A.149
11 Various Forms under Companies Act, 2013 A.153
Webforms, E-Forms & Physical Forms A.153
Details of Attachments Requirements for various E-Forms under the Companies Act, 2013 A.165
[In respect of forms, whose attachment details does not appear elsewhere in this Book]
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