Companies Act 2013 - Provisions, Resolutions, Procedures etc.

     

Key Provisions of Companies Act 2013

S. No.	Section	Section Description/Subject Matter
1		Mandatory Annual Compliances For Private Limited Company Under Companies Act 2013
2		Annual Compliances For Public Limited Company
3	8	Section 8 of Companies Act 2013 - Formation of Companies with Charitable Objects, etc.
4	13	Section 13 of Companies Act 2013 - Alteration of Memorandum
5	14	Section 14 of Companies Act 2013
6	52	Issue of Shares at Premium under Companies Act 2013
7	56	How to Transfer Shares In Private Company
8	56	Key Provisions Relating to Transfer of Shares
9	62	Key Points for Preferential Allotment of Shares by Unlisted Companies Under Section 62
10	77	Time Limit For Registration of Charge With ROC
11	101	Key Provisions Relating to Notice of General Meetings
12	103	Adjournment of General Meeting – Analysis of Key Provisions
13	103	Key Provisions Relating to Adjournment of General Meeting Under Companies Act 2013
14	103	Quorum For General Meeting Under Companies Act 2013
15	105	Key Provisions Related To Proxy Under Companies Act 2013
16	110	List of Businesses to be Transacted Through Postal Ballot
17	115	Matters Requiring Sanction by Special Resolution
18	117	List of Resolutions to be Filed With ROC in MGT-14
19	135	Key Provisions of Corporate Social Responsibility
20	135	Composition and Role of CSR Committee
21	135	Corporate Social Responsibility as per Section 135 of Companies Act 2013
22	139	Rotation of Auditors Under Secction 139(2)
23	161	Section 161 of Companies Act 2013
24	168	Section 168 of Companies Act 2013 - Resignation of Director
25	173	Length of Notice of Board Meetings Under Companies Act 2013
26	173	Provisions Relating to Minimum Number of Board Meetings to be held Under Companies Act 2013
27	174	Quorum For Board Meeting Under Companies Act 2013
28	177	Constitution of Audit Committee under Section 177 of Companies Act 2013
29	177	Composition and Role of Audit Committee
30	178	Constitution of Nomination and Remuneration Committee under Section 178 of Companies Act 2013
31	178	Constitution of Stakeholders Relationship Committee under Section 178(5) of Companies Act 2013
32	178	Powers Which Can be Exercised In Board Meeting only
33	179	Resolutions Which cannot be Passed by Circular
34	186	Loan and Investment by Company under Section 186
35	197	Key Provisions Relating to Managerial Remuneration
36	197	Maximum Limit for Payment of Sitting Fees to Directors and Applicability of Service Tax Under Reverse Mechanism
37	204	Applicability of Secretarial Audit under Companies Act, 2013
38	462	Exemption to Government Companies under Companies Act 2013
39		Guidance Note on Authority to Call Board Meeting
40		Board Committees Under Companies Act 2013
41		Appointment of Compliance Officer Under Listing Agreement
42		Statutory Duties and Liabilities of Company Secretary
43		Definition and Types of Bonds
44		Meaning Definition and Types of Debentures
45		Key Provisions Relating to Minutes of Board and General Meetings
46		Provisions Relating To Voting Rights at General Meetings
47		Composition of Board as per Listing Agreement
48		Chairman of Board Meeting Under Companies Act 2013

Draft Format of Documents under Companies Act 2013

S. No.	Section	Purpose/Subject Matter
1	134	Draft Board's Report as per Section 134 of Companies Act, 2013
2		Draft AGM Notice Along with Proxy Form and Attendance Slip
3		Draft MOA and AOA of Section 8 Company in INC-13
4	169	Special Notice For Removal of Director
5	62	Draft Letter of Offer For Right Issue
6	113	Authorization Letter to Attend the AGM
7	101	Draft Consent Letter to Hold AGM at Shorter Notice
8	203	Draft Agreement for Appointment of CFO
9	203	Draft Agreement For Appointment of Company Secretary
10	203	Consent Letter to act as CEO
11	203	Consent Letter to act as CFO
12	203	Consent Letter to act as Company Secretary
13	203	Consent Letter to act as Managing Director
14	203	Draft Agreement For The Appointment of Managing Director
15	91	Notice For Closure of Register of Members
16	149	Draft Letter of Appointment For Independent Director
17	149	Draft EGM Notice For Appointment of Independent Director
18	160	Draft Notice Under Section 160 of Companies Act 2013
19	169	Notice To Director Proposed to be Removed by Shareholder
20		Notice of Postponed Annual General Meeting
21		Agenda For The First Board Meeting
22		Format of Affidavit For Transmission of Shares
23		Indemnity Bond For Issue of Duplicate Share Certificate
24		Format of Affidavit for Loss of Share Certificates
25		Format of Minutes of First Board Meeting
26		Draft Notice of Board Meeting at the requisition of a Director
27		Draft Requisition Letter to Hold Board Meeting
28	91	Draft Notice of Book Closure

Draft Ordinary Resolutions under Companies Act 2013

S. No.	Section	Purpose/Subject Matter
1	61	Ordinary Resolution for Conversion of Shares Into Stock
2	61	Ordinary Resolution For Increase In Authorised Share Capital
3	61	Ordinary Resolution For Consolidation of Shares
4	61	Ordinary Resolution For Subdivision of Shares
5	73	Resolution For Acceptance of Deposits From Members or Public
6	139	Ordinary Resolution For Appointment of First Auditor
7	139	Ordinary Resolution For Appointment of Auditor to Fill Casual Vacancy
8	139	Ordinary Resolution For Ratification of Auditor
9	143	Ordinary Resolution For Appointment of Branch Auditor
10	151	Resolution for Appointment of Small Shareholder Director
11	196	Draft Ordinary Resolution for appointment of Manager
12	196	Draft Ordinary Resolution for appointment of Whole Time Director
13	204	Ordinary Resolution For Appointment of Secretarial Auditor
14		Draft Resolution For Declaration of Dividend

                 Draft Special Resolutions under Companies Act 2013

S. No.	Section	Purpose/Subject Matter
1	4	Special Resolution for Change of Name
2	8	Special Resolution for Conversion into Section 8 Company
3	12	Special Resolution for Shifting of Registered Office From One State to Another
4	13	Special Resolution for Alteration in Object Clause
5	14	Draft Special Resolution for Alteration of Articles
6	14	Special Resolution For Conversion of Private Company Into Public Company
7	48	Special Resolution for Variation of Shareholders Rights
8	55	Special Resolution For Issue of Preference Shares
9	61	Special Resolution For Cancellation of Shares
10	62	Draft Resolution for Conversion of Loan Into Equity
11	66	Special Resolution for Reduction of Share Capital
12	68	Special Resolution for Buy Back of Shares
13	73	Resolution For Acceptance of Deposits From Members or Public
14	180	Draft Special Resolution for Borrowing in Excess of Paid up Capital and Free Reserves
15	188	Special Resolution for Related Party Transaction
16	197	Draft Special Resolution for Payment of Managerial Remuneration In Excess of Limits Prescribed u/s 197
17	198	Special Resolution for Payment of Remuneration to Non Executive Directors
18	304	Special Resolution for Voluntary Winding Up

Procedures under Companies Act 2013

S. No.	Section	Purpose/Subject Matter
1	8	Procedure for Conversion Into Section 8 Company
2	8	Procedure For Incorporation of Section 8 Company
3	12	Procedure for Shifting of Registered Office From One City to Another
4	13	Stepwise Procedure For Alteration of Object Clause Under Section 13 of Companies Act 2013
5	13	Stepwise Procedure For Change in The Name of Company
6	13	Procedure for Shifting of Registered Office From One State to Another
7	14	Stepwise Procedure For Alteration of Articles Under Section 14 of Companies Act 2013
8	18	Procedure For Conversion of Public Company into Private Company
9	18	Procedure for Conversion of Private Company Into Public Company
10	18	Procedure For Conversion of Private Company Into OPC
11	18	Procedure For Conversion of OPC Into Private or Public Company
12	42	Stepwise Procedure for Private Placement of Shares
13	42	Procedure For Issue of Shares on Preferential Basis
14	43	Procedure for Issue Equity Shares With Differential Voting Rights
15	48	Procedure for Variation of Members Rights
16	48	Procedure for Variation of Shareholders Rights
17	54	Procedure For Issue of Sweat Equity Shares
18	55	Procedure for Redemption of Preference Shares
19	55	Procedure for Issue of Preference Shares
20	56	Procedure For Transfer of Shares in Public Company
21	56	Procedure for Transfer of Shares in Private Limited Company
22	56	Procedure for Transmission of Shares
23	61	Stepwise Procedure to Increase Authorised Share Capital under Section 61
24	62	Procedure For Allotment of Shares on Right Basis
25	62	Procedure For Issue of Securities to Employees Through Employees Stock Option Scheme (ESOP)
26	63	Procedure for Issue of Bonus Shares
27	66	Procedure for Reduction of Share Capital
28	68	Procedure for Buyback of Shares
29	73	Procedure for Acceptance of Deposits
30	77	Procedure for Creation of Charge
31	77	Procedure For Registration of Charge With ROC
32	82	Procedure For Satisfaction of Charge
33	96	Procedure For Holding Annual General Meeting (AGM)
34	96	Procedure to seek extension of time for holding AGM
35	100	Procedure For Holding General Meeting Through Video Conferencing
36	100	Procedure For Holding Extraordinary General Meeting (EGM)
37	108	Procedure For E-voting by Shareholders Companies Act 2013
38	109	Procedure to Conduct Poll at General Meetings
39	110	Procedure For Passing Resolution Through Postal Ballot
40	115	Procedure for Special Notice Under Companies Act 2013
41	123	Procedure for Declaration and Payment of Interim Dividend
42	139	Procedure for Appointment of Auditor in Government Company
43	139	Stepwise Procedure for Appointment of Auditor
44	139	Procedure for Appointment of Auditor other than Retiring Auditor
45	140	Procedure For Removal of Auditor Before Expiry of His Term
46	148	Procedure For Appointment of Cost Auditor
47	149	Procedure For Appointment of Independent Director
48	152	Procedure for Reappointment of Retiring Director
49	153	Revised Procedure For Obtaining DIN
50	160	Procedure For Regularisation of Additional Director
51	160	Procedure for Appointment of Director in General Meeting
52	161	Procedure to Fill Casual Vacancy in the office of Director
53	161	Procedure for Appointment of Alternate Director
54	161	Procedure For Appointment of Nominee Director
55	161	Procedure For Appointment of Additional Director
56	168	Procedure For Resignation of Director
57	169	Procedure for Removal of  Director by Shareholders
58	169	Procedure For Removal of Director Before Expiry of His Term
59	173	Procedure for Holding Board Meeting Through Video Conferencing Under Companies Act, 2013
60	175	Procedure For Passing of Resolution by Circulation
61	179	Procedure For Obtaining Loan From Directors
62	185	Procedure For Giving Loan to Directors
63	186	Procedure For Inter Corporate Loans and Investments
64	188	Procedure For Entering Into Related Party Transaction
65	196	Stepwise Procedure For Appointment of Managing Director
66	196	Procedure For Appointment of Whole Time Director
67	197	Procedure for Fixation of Remuneration to Managing Director/Whole Time Director
68	203	Procedure to appoint Key Managerial Personnel (KMP)
69	203	Procedure For Appointment of Company Secretary
70	204	Procedure For Appointment of Secretarial Auditor
71	232	Procedure For Merger and Amalgamation Under Companies Act 2013
72	248	Procedure For Striking off Name of The Company
73	304	Procedure For Voluntary Winding up of a Company In India
74	306	Procedure For Creditors Voluntary Winding Up
75	455	Procedure For Obtaining Status of an Active Company by a Dormant Company
76	455	Procedure for obtaining status of dormant company
77		Fast Track Incorporation of Company through INC-29 under Companies Act 2013
78		Guide To Incorporate a New Company In India
79		Procedure For Incorporation of OPC
80		Procedure for Conversion of Private Company Into LLP
81		Procedure for incorporation of LLP
82		Postal Ballot Procedure under Companies Act 2013
83		Procedure For Formation of LLP
84		Procedure For Conversion of Debentures Into Equity Shares
85		Procedure For Transfer of Unpaid or Unclaimed Dividend to The Investor Education and Protection Fund
86		Procedure For Declaration and Payment of Final Dividend
87		Procedure For Preparation of Directors Report
88		Procedure For Finalisation of Accounts
89		Procedure for Appointment of Director to be Elected by Small Shareholders
90		Procedure for Public Issue of Debentures
91		Procedure for Cancellation of Shares
92		Procedure For Forfeiture of Shares
93		Procedure For Sub Division of Share Capital
94		Procedure For Consolidation of Share Capital
95		Procedure To Register Foreign Company In India
96		Procedure For Conducting Board Meetings as Per SS-1
97		Procedure for Changes In Personal Particulars of Director
98		Procedure For Cancellation or Surrender or Deactivation of DIN
99		Procedure For Online Payment of Stamp Duty on Transfer of Shares
100		Procedure for Conversion of Shares into Stock
101		Procedure for Variation of Shareholders Rights
102		Procedure For Appointment of Auditor under Companies Act 2013
103		Procedure For Removal of Director Before Expiry of His Term
104		Procedure For Appointment of Whole Time Director
105		Procedure For Appointment of Company Secretary Under Companies Act 2013

         Draft Board Resolutions under Companies Act 2013

S. No.	Section	Purpose/Subject Matter
1	8	Draft Board Resolution for Conversion into Section 8 Company
2	12	Draft Board Resolution for Shifting of Registered Office within The City
3	12	Draft Board Resolution for Shifting of Registered Office From One State to Another
4	13	Draft Board Resolution for Change of Name
5	13	Draft Board Resolution for Alteration in  Object Clause
6	14	Draft Board Resolution for Alteration of Articles Under Companies Act 2013
7	18	Draft Board Resolution for Conversion of Private Limited Company into OPC
8	26	Draft Board Resolution For Approval of Prospectus
9	31	Draft Board Resolution for Approval of Self Prospectus
10	55	Draft Board Resolution For Redemption of Preference Shares
11	56	Draft Board Resolution for Transmission of Shares
12	56	Draft Board Resolution for Transfer of Shares
13	58	Draft Board Resolution for Rejection of Transfer of Shares
14	61	Draft Board Resolution for Increase of authorized share capital
15	62	Draft Board Resolution for Allotment of Shares for Consideration Other Than Cash
16	62	Draft Board Resolution for Preferential Allotment of Shares
17	62	Draft Board Resolution for Rights Issue of Shares
18	63	Draft Board Resolution for Issue of Bonus Shares
19	73	Board Resolution For Approving Advertisement For Public Deposit
20	77	Draft Board Resolution for Modification of Charge
21	77	Draft Board Resolution for Creation of Charge
22	82	Draft Board Resolution for Satisfaction of Charge
23	87	Draft Board Resolution For Condonation of Delay
24	94	Draft Board Resolution for Keeping Registers at a Place Other Than Registered Office
25	96	Draft Board Resolution for Extension of time for holding AGM
26	96	Draft Board Resolution for Approval of AGM Notice
27	100	Draft Board Resolution for Approval of Notice of EGM
28	101	Draft Board Resolution For Calling AGM at Shorter Notice
29	113	Draft Board Resolution for Appointment of Corporate Representative to Attend General Meeting
30	120	Board Resolution for Maintenance of Statutory Registers and Records in Electronic Form
31	123	Draft Board Resolution for Declaration of Interim Dividend
32	123	Draft Board Resolution For Recommendation of Dividend
33	128	Board Resolution For Keeping Books of Accounts Other Than Registered Office
34	134	Draft Board Resolution For Approval of Financial Statements
35	135	Draft Board Resolution for Constitution of CSR Committee
36	139	Draft Board Resolution for Appointment of First Auditor
37	139	Draft Resolution for Appointment of Statutory Auditor under Companies Act 2013
38	139	Board Resolution For Appointment of Auditor to Fill Casual Vacancy
39	139	Board Resolution For Ratification of Auditor
40	140	Draft Board Resolution for Removal of Auditor Before Expiry of His Term
41	143	Board Resolution For Appointment of Branch Auditor
42	148	Board Resolution for Appointment of Cost Auditor
43	149	Draft Board Resolution for Appointment of Women Director
44	149	Draft Board Resolution for Appointment of Independent Director
45	149	Draft Board Resolution to Take Note of Declaration of Independence
46	160	Draft Board Resolution for Recommendation for Regularisation of Additional Director
47	161	Draft Board Resolution for Vacation of office of Alternate Director
48	161	Draft Board Resolution for appointment of Alternate Director
49	161	Draft Board Resolution for appointment of Nominee Director
50	161	Draft Board Resolution For The Appointment of Additional Director
51	167	Board Resolution to Take Note of Vacation of Office Due to Not Attending Board Meetings
52	161	Board Resolution For Appointment of Director in Casual Vacancy
53	164	Board Resolution to Take Note of Disqualification of Directors
54	169	Draft Board Resolution For Removal of Director
55	177	Draft Board Resolution for Constitution of Audit Committee
56	178	Draft Board Resolution for Constitution of Nomination and Remuneration Committee
57	179	Board Resolution for Investment of Funds
58	179	Board Resolution For Making Fixed Deposit with Bank
59	180	Board Resolution to Sell, Lease or Otherwise Dispose of the Assets of the Company
60	180	Draft Board Resolution for Borrowing in Excess of Paid up Capital and Free Reserves
61	184	Draft Board Resolution for Disclosure of Interest by Directors
62	185	Draft Board Resolution for Loan to Directors
63	186	Draft Board Resolution for Inter-corporate Loans & Investment in Excess of Prescribed Limits
64	188	Draft Board Resolution for Related Party Transaction
65	196	Draft Board Resolution for appointment of Whole Time Director
66	196	Draft Board Resolution For The Appointment of Managing Director
67	197	Draft Board Resolution for Increase In Remuneration of Managing Director
68	197	Draft Board Resolution for Payment of Sitting Fees
69	203	Draft Board Resolution for Appointment of CFO of Holding Company in its Subsidiary Company
70	203	Draft Board Resolution for Appointment of Company Secretary of Holding Company in its Subsidiary Company
71	203	Draft Board Resolution for Appointment of CFO
72	203	Draft Board Resolution for Appointment of CEO
73	203	Draft Board Resolution for Appointment of Company Secretary
74	203	Draft Board Resolution for Appointment of KMP
75	203	Board Resolution For Appointment of Manager
76	204	Draft Board Resolution for Appointment of Secretarial Auditor
77	230	Draft Board Resolution for Amalgamation of Companies
78	304	Draft Board Resolution for Voluntary Winding Up
79	455	Board Resolution For Obtaining The Status of Dormant Company
80		Draft Board Resolution for Officer in Default
81		Draft Board Resolution For Incorporation of Wholly Owned Subsidiary
82		Draft Board Resolution for Forfeiture of Shares
83		Draft Board Resolution For Splitting Share Certificate
84		Draft Board Resolution For Lease Agreement
85		Draft Board Resolution For Closing Bank Account
86		Draft Board Resolution For Letter of Credit
87		Draft Board Resolution For Authority to File Court Case
88		Draft Board Resolution for Availing Bank Loan/Credit Facility/Overdraft Facility
89		Draft Board Resolution For Adoption of Common Seal
90		Draft Board Resolution For Change in Authorised Signatory for Bank Account
91		Draft Board Resolution For Operation of Bank Account
92		Draft Board Resolution for Printing of Share Certificates
93		Draft Board Resolution For Appointment of Bankers to the Issue
94		Draft Board Resolution for General authorization to Managing Director
95		Draft Board Resolution For Opening Branch Office
96		Board Resolution for Authorisation to Represent the Company Before Various Authorities and in Court
97		Draft Board Resolution For Issue of Duplicate Share Certificate
98		Draft Board Resolution for Allotment of Shares for Cash
99		Draft Board Resolution For Grant of General Power of Attorney
100		Draft Board Resolution for Authorization for Signing and Filing of E-forms
101		Draft Board Resolution for Resignation of Director
102		Board Resolution for writing off Fixed Assets
103		Board Resolution for writing off Bad Debts
104		Draft Board Resolution for Approval of Board’s Report
105		DRAFT BOARD RESOLUTION FOR AVAILING OF CORPORATE INTERNET BANKING
106		DRAFT BOARD RESOLUTION FOR OPENING CURRENT BANK ACCOUNT
107		Draft Board Resolution for Hypothecation of Movable Assets
108		Draft Board Resolution for Approval of Lease Agreement
109		Board Resolution for Provision for Doubtful Debts
110		Board Resolution for Exercise of Lien on Shares
111		Board Resolution For Call on Shares
112		Board Resolution for Sale of Forfeited Shares
113		Board Resolution for Convening EGM
114		Board Resolution for Convening AGM
115		Board Resolution For Opening Bank Account For Share Application Money
116		Board Resolution For Approval of Preliminary Expenses
117		Board Resolution For Reimbursement of Expenses
118		Board Resolution For Dematerialisation of Shares
119		Board Resolution For Revaluation of Assets
120		Board Resolution For Opening Demat Account
121		Board Resolution For Approval of Annual Budget
122		Board Resolution to Take Keyman Insurance Policy
123		Board Resolution Format For Internet Banking
124		Board Resolution For Entering Into Agreement
125		Board Resolution Format For Opening Bank Account
126		Board Resolution For Conversion of Company Into LLP
127		Board Resolution For Borrowing Money
128		Board Resolution For Authorisation To Sign Agreement
129		Board Resolution for Opening Bank Account
130		Board Resolution For Appointment of Chairman
131		Board Resolution For Addition of Authorised Signatory
132		Draft Board Resolution For GST Registration
133		Board Resolution For Constitution of Share Transfer Committee
134		Board Resolution For Appointment of Sole Selling Agent
135		Board Resolution For Appointment of Compliance Officer
136		Board Resolution For Appointment of Managing Director Who is Managing Director of One Other Company
137		Board Resolution For Providing Corporate Guarantee

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