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Procedures and Compliances (A Practical Approach to the Companies Act, 2013)

Procedures and Compliances (A Practical Approach to the Companies Act, 2013)

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Description
This book attempts to provide a master key to professionals connected to the Companies Act and is responsible for compliance management in an organisation. It aims at making a professional's life simple by providing a quick review of various provisions and rules, in the form of a checklist for day to day activities carried out by an organisation. Along with the procedural part, it also contains the relevant references of sections, rules, applicable e- forms/returns, circulars & notifications etc.
KEY FEATURES
• Comprehensive list of forms and applicable rules along with the
   references of chapters and sections   of the Companies Act, 2013
• Comprehensive list of fines and penalties-compoundable and non-compoundable
• Table of applicable fees to be paid to the registrar at the time of registration
• Chapter-wise elaborate and detailed coverage of:
- Checkpoints to be considered for various procedural requirements
- Action points to be taken
- Procedures to be followed
- Check lists of applicable forms
• References of the provisions of secretarial standards issued by the ICSI (SS1 & Ss2)
• Reproduction of relevant sections and rules for ease of reading and reference
• Includes comprehensive checklist on related party transactions
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Contents
PRELIMINARY

1. List of Sections, Rules and Forms under the Companies Act, 2013
2. Table of Fees under the Companies Act, 2013.
3  List of Fines and Penalties
4. Requirements of obtaining Director Identification Number (DIN) & Digital Signature Certificate          (DSC)
Applicable sections, rules and forms
INCORPORATION
5. Incorporation of Company (Private Limited/Public Limited).
6  Incorporation of One Person Company
7  Incorporation of Company with Charitable Obj ects
8  Simplified Proforma for incorporating a company electronically (SPICe)
Applicable sections, rules and forms
MATTERS INCIDENTAL TO INCORPORATION
9 Alteration of Articles of Association
10.Alteration of Memorandum of Association-Name Clause
11 Rectification of Name of the Company 
12 Alteration Memorandum of Association - Capital Clause.
13.Alteration of Memorandum of Association -
   Object Clause
14.Alteration of Memorandum of Association -Domicile Clause
Applicable sections, rules and forms
CONVERSION OF COMPANIES  
15.Conversion of a Private Limited company into an OPC
16.Conversion of a Private Limited Company into a Public
   Limited Company
17.Conversion of a Public Limited Company into a Private Limited Company
18.Conversion of a Company with Charitable Object to any
   other form of Company
19.Conversion of any other form of a company into a company with charitable Object (Section 8)
20.Conversion of One Person Company into Private Limited Company
Applicable sections, rules and forms
SECURITIES
21. Public Offer
22. Private Placement
23. Preferential Allotment
24. Rights Offers
25. Issue of Bonus Shares
26. Sweat Equity Shares
27. Preference Share Capital
28. Transfer and Transmission of Shares
29. Buy Back of Shares
Applicable sections, rules and forms
DEPOSIT
30. Acceptance of Deposits
31. Repayment of Pre-matured Deposits
Applicable sections, rules and forms
CHARGES
32. Creation, Modification or Satisfaction of Charges.
Applicable sections, rules and forms
MANAGEMENT AND ADMINISTRATION
33. Declaration of Beneficial Interest
34. Registers (Books, Documents, Records) & Returns to be maintained by Companies
35. Matter required ordinary resolution under Companies Act 2013
36. General Meeting
37  Meeting called by Requisition
38. Postal Ballot
39. Voting through Electronic Means
Applicable sections, rules and forms
DIVIDEND
40. Declaration and Payment of Dividend
Applicable sections, rules and forms
ACCOUNTS
41. Maintenance of Books of Accounts and Financial Statements and Board's Report
42. Corporate Social Responsibility
43. Appointment of Internal Auditor
Applicable sections, rules and forms
AUDITORS
44. Appointment/Removal/Resignation of Auditor
45. Appointment of Cost Auditor
46.  Appointment of secretarial auditor
Applicable sections, rules and forms
BOARD OF DIRECTORS AND MANAGERIAL PERSONNEL
47. Appointment, Qualification, Cessation, Resignation and
    Removal of Directors
48. Remuneration to Directors
49. Committees of Board
50. Meetings of Board/Committees of Board
51. Contribution to Charitable/Political/National
    Defence funds
52. Disclosure of Interest by Director
53. Loan to Directors
54. Related Party Transactions
55. Loans and Investment by Company
56. Non Cash Transactions
57. Appointment & Remuneration of Managerial Person (Managing Director, Whole Time Director or Manager)
58. Compensation for loss of office of Managing Director, Whole Time Director or Manager
59. Appointment of Key Managerial Personnel
60. Appointment of CS (other than KMP)
Applicable sections, rules and forms
SECRETARIAL AUDIT
61. Secretarial Audit
Applicable sections, rules and forms
FOREIGN COMPANY, DORMANT COMPANY, PARTXXI COMPANY ETC
62. Companies Authorised to Register under the
    Companies Act, 2013
63. Foreign Companies
64. Dormant Companies
Applicable sections, rules and forms
APPENDICES
Appendix I - Secretarial Standard 1
Appendix II - Secretarial Standard 2
Appendix III - FAQs On SPICe Forms
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Author Details
Milind Kasodeka
r, FCS, ACMA, LL.B., B.Com. is a founder and managing partner of the Pune based firm of practicing company secretaries, 'MRM Associates'. He served the pharma and steel industry as a cost accountant for 4 years and in 1990, he started his practice as a company secretary, in Pune. He has been serving the corporates as a practicing professional for more than 25 years.
His areas of professional interests are corporate laws, mergers and amalgamations, winding up & liquidation of companies and he has successfully handled various cases of voluntary liquidation of public and private limited companies including listed companies. He acts in the capacity of a liquidator to many such companies. He regularly appears before various statutory offices, including Company Law Board, Reserve Bank of India (FEMA matters), Stock Exchanges etc. and has also acted as an arbitrator. He is a registered Insolvency Professional. He is also registered as Mediator and Conciliator with Regional Director Western Region for the territory of Maharashtra, Goa and Union territory of Daman and Diu and Regional Director North Western Region for the territory of Gujrat, Madhya Pradesh and Chhatisgarh
Shilpa Dixit, PCS, LLB, B.Com is a partner in Pune based firm MRM Associates, Companies Secretaries with more than 14 years of experience in practice. She has expertise in the fields of Corporate Laws, Listing guide-lines and SEBI Regulations and is an advisor to various Public and Private Limited Companies including top MNCs. Shilpa's core competency and area of expertise are:
•     The Secretarial Audits under the Companies Act, 2013;
•     Due Diligence Audits under the Company Law & compliances related to SEBI Regulations;
•     Periodical Audits as per the Listing Regulations / Listing Agreements with the Stock Exchanges;
•     Foreign Exchange Management laws;
•     Formation and Management of JV Companies;
•     Formations and management of LLPs;
•     Registrations under the MSMED Act etc.
About the Authors
She regularly contributes articles on corporate laws in Institute journals. She has received a Best Article for the year Award in the year 2007, from the Pune Chapter of ICSI, for her Article on "Legalization of Foreign Public Documents with reference to the Hague Conference on Private International Law (Hague Apostil Convention)". She is a regular faculty to programmes conducted by professional institutes and has served on many committees of the Pune Chapter & the Western Region of the ICSI, since 2007. As a Chairman of the Committee of the Practicing Company Secretaries, in the year 2009, she undertook and successfully completed the work of publishing the revised edition of the Handbook for Entrepreneurs & Professionals, published by the Pune Chapter of the WIRC of ICSI namely "All About Private Limited Companies" She had been an Office Bearer of the Managing Committee of ICSI, Pune during 2011 to 2014 and was a Chairman in the year 2014. In 2015, she served the position of a Secretary of WIRC of ICSI. Presently, she is a Vice Chairperson of the Western India Regional Council of ICSI for the year 2017. She also holds several directorships as an Independent Woman Director in listed and non-listed companies.
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