COMPANY LAW PROCEDURES BY CORPORATE PROFESSIONALS : 6TH EDITION AUG 2025
Get the latest Handbook of Company Law Procedures, August 2025 (6th Edition), authored by Corporate Professionals and published by Commercial Law Publishers. This 1832-page guide with ISBN 978-934-995-7930 covers 186 procedures, including company formation, share capital, and mergers. Enjoy a 30% discount on this essential legal reference.
| Chapter | Procedure No. | Title | Page |
| Chapter 1 – Preliminary | 1 | Change of Financial Year of a Company [Section 2(41)] | 1.5 |
| 2 | Intimation of Consent/Withdrawal or Revocation of Consent by Director(s)/Person(s) Specified or Charged for Complying with the Provisions/Specified Provisions of the Companies Act, 2013 [Section 2(60)(iii) and (iv)] | 1.10 | |
| Chapter 2 – Formation of Company | 3 | Incorporation of One Person Company (OPC) [Sections 3 & 7] | 2.3 |
| 4 | Incorporation of a Company (Public and Private) | 2.18 | |
| 5 | Incorporation of Section 8 Company [Sections 7 & 8] | 2.32 | |
| 6 | Incorporation of a Producer Company [Section 7 and Chapter XXIA] | 2.46 | |
| 7 | Formation of a Nidhi Company | 2.60 | |
| 8 | Incorporation of a Subsidiary/ Associate Company [Section 7] | 2.64 | |
| 9 | Conversion of LLP into Company | 2.80 | |
| 10 | Conversion of Partnership Firm into Company [Sections 7 and 366] | 2.96 | |
| 11 | Conversion of a Society/ Trust into Section 8 Company Limited by Guarantee [Sections 7, 8 & 366] | 2.112 | |
| 12 | Conversion of OPC (One-Person Company) into a Private or Public Company [Sections 3 and 18] | 2.129 | |
| 13 | Conversion of Private Company into OPC (One-Person Company) [Section 18] | 2.137 | |
| 14 | Change of Nominee in One-Person Company [Section 3(1)] | 2.143 | |
| 15 | Entrenchment of Specified Articles in Articles of Association [Section 5] | 2.146 | |
| 16 | Conversion of Existing Company into Section 8 Company [Section 8(5)] | 2.152 | |
| 17 | Conversion of a Company Registered under Section 8 into a Company of any Other Kind [Section 8(4)] | 2.159 | |
| 18 | Change of Name of a Company [Section 13(2) and (3)] | 2.171 | |
| 19 | Shifting of Registered Office within the Local Limits of the City/Town/Village [Section 12(4)] | 2.180 | |
| 20 | Shifting of Registered Office from One City to another City within the Same State and within the Jurisdiction of Same ROC [Section 12(5)] | 2.184 | |
| 21 | Shifting of Registered Office from One Jurisdiction to another Jurisdiction of ROC but within the Same State [Section 12(5) and (6)] | 2.192 | |
| 22 | Shifting of Registered Office from One State to another State [Section 13(4)] | 2.202 | |
| 23 | Change in Objects of a Company [Section 13(9)] | 2.214 | |
| 24 | Conversion of a Private Company into a Public Company [Section 14] | 2.220 | |
| 25 | Conversion of a Public Company into a Private Company [Section 14] | 2.228 | |
| 26 | Alteration of Articles of Association of a Company [Section 14(1)] | 2.238 | |
| 27 | Rectification of Name of a Company on the Directions of the Central Government [Section 16] | 2.243 | |
| 28 | Application to the Central Government (Power Delegated to RD) by a Registered Proprietor of a Trade Mark for Directing a Company to Change its Name [Section 16(1)(b)] | 2.250 | |
| 29 | Conversion of Unlimited Liability Company into a Company Limited by Shares or Guarantee [Section 18] | 2.254 | |
| 30 | Conversion of Company Limited by Guarantee into Company Limited by Shares [Section 18] | 2.261 | |
| Chapter 3 – Prospectus and Allotment of Securities | 31 | Initial Public Offer [Section 23] | 3.3 |
| 32 | Obtaining DEMAT Connectivity from the Depositories [Section 29] | 3.13 | |
| 33 | Variation in Terms of Contracts Referred to in the Prospectus or Objects for which Prospectus was Issued [Section 27] | 3.20 | |
| Chapter 4 – Share Capital and Debentures | 34 | Issue of Equity Shares with Differential Rights by an Unlisted Company [Section 43(a)(ii)] | 4.3 |
| 35 | Issue of Renewed or Duplicate Share Certificate in Case of Defaced, Mutilated, Torn or Old, Decrepit, Worn out [Section 46] | 4.17 | |
| 36 | Issue of Duplicate Share Certificate in Case of Loss of Original Share Certificate [Section 46] | 4.21 | |
| 37 | Split/Consolidation of Share Certificate [Section 46] | 4.25 | |
| 38 | Forfeiture of Shares [Section 46] | 4.29 | |
| 39 | Variation of Shareholders’ Rights [Section 48] | 4.33 | |
| 40 | Application to Cancel Variation of Shareholders’ Rights [Section 48] | 4.40 | |
| 41 | Issue of Sweat Equity Shares by an Unlisted Company [Section 54] | 4.44 | |
| 42 | Issue of Sweat Equity Shares by a Listed Company [Section 54] | 4.54 | |
| 43 | Preferential Issue of Convertible Redeemable Preference Shares [Section 55] | 4.68 | |
| 44 | Preferential Issue of Optionally Convertible Redeemable Preference Shares (OCRPS) [Section 55] | 4.84 | |
| 45 | Private Placement of Non-Convertible Redeemable Preference Shares [Section 55] | 4.100 | |
| 46 | Redemption of Redeemable Preference Shares [Section 55(2)] | 4.116 | |
| 47 | Issue of Further Redeemable Preference Shares in Case of Failure to Redeem or Pay Dividend [Section 55(3)] | 4.121 | |
| 48 | Transfer of Securities in Physical Mode [Section 56] | 4.129 | |
| 49 | Transmission of Securities in Physical Mode [Section 56] | 4.134 | |
| 50 | Appeal against Refusal to Register Transfer or Transmission of Securities (Private Company) [Section 58(3)] | 4.137 | |
| 51 | Appeal against Refusal to Register Transfer or Transmission of Securities (Public Company) [Section 58(4)] | 4.142 | |
| 52 | Appeal for Rectification of Register of Members of a Company [Section 59] | 4.147 | |
| 53 | Increase in Authorised Share Capital of a Company [Section 61] | 4.151 | |
| 54 | Consolidation of Share Capital of a Company into Shares of a Larger Amount [Section 61] | 4.156 | |
| 55 | Split the Share Capital of a Company into Shares of Smaller Amount [Section 61] | 4.164 | |
| 56 | Cancellation of Unissued Shares of One Class and Increase in Shares of another Class (Re-classification of Authorized Capital) [Section 61] | 4.172 | |
| Chapter | Procedure No. | Title | Page |
| Chapter 4 – Share Capital and Debentures | 57 | Consolidation of all or any of the Share Capital into Shares of a Larger Amount than Existing Shares which Results in Changes in the Voting Percentage of Shareholders [Section 61(1)(b)] | 4.177 |
| 58 | Rights Issue by an Unlisted Company [Section 62(1)(a)] | 4.189 | |
| 59 | Issue of Shares to Employees under ‘Employees’ Stock Option Scheme’ by an Unlisted Company (by Way of Allotment to Employees) [Section 62(1)(b)] | 4.196 | |
| 60 | Issue of Shares to Employees under ‘Employees’ Stock Option Scheme’ by a Listed Company (by Way of Allotment to Employees) [Section 62(1)(b)] | 4.208 | |
| 61 | Variation in the Terms of ‘Employees’ Stock Option Scheme’ [Section 62(1)(b)] | 4.223 | |
| 62 | Preferential Offer of Equity Shares by an Unlisted Company [Section 62(1)(c)] | 4.228 | |
| 63 | Preferential Issue of Equity Shares by a Listed Company [Section 62(1)(c)] | 4.239 | |
| 64 | Borrowing Loan with an Option to Convert it into Shares of the Company [Section 62(3)] | 4.255 | |
| 65 | Conversion of Loan into Equity [Section 62(3)] | 4.262 | |
| 66 | Issue of Bonus Shares [Section 63] | 4.268 | |
| 67 | Reduction of Share Capital [Section 66] | 4.282 | |
| 68 | Buy-back of Own Shares or Other Securities by an Unlisted Company [Section 68] | 4.297 | |
| 69 | Buy-back of Own Shares or Other Securities by a Listed Company through Tender Offer [Section 68] | 4.313 | |
| 70 | Private Placement of Secured Non-Convertible Debentures [Section 71] | 4.338 | |
| 71 | Preferential Issue of Secured Optionally Convertible Debentures [Section 71] | 4.352 | |
| 72 | Preferential Issue of Compulsory Convertible Debentures [Section 71] | 4.365 | |
| 73 | Filing Application by Debenture Trustee or Debenture Holder(s) against the Company for Failure to Redeem Debentures or to Pay Interest Due [Section 71(10)] | 4.378 | |
| Chapter 5 – Acceptance of Deposits | 74 | Acceptance of Deposits by a Private Company or a Specified IFSC Public Company [Section 73(2)] | 5.3 |
| 75 | Acceptance of Deposits by a Non-eligible Public Company [Section 73(2)] | 5.11 | |
| 76 | Acceptance of Deposits by an Eligible Public Company [Sections 76 and 73(2)] | 5.23 | |
| 77 | Application by Depositors or Deposit Trustee against the Company for Failure to Repay the Deposits or any Interest Thereon [Section 73(4)] | 5.35 | |
| 78 | Application by the Company to Allow Further Time to Repay the Deposits [Sections 74(2) and 76(2)] | 5.39 | |
| Chapter 6 – Registration of Charges | 79 | Registration of Creation/Modification of Charges [Sections 77 and 79] | 6.3 |
| 80 | Intimating Satisfaction of Charges (within 300 days) [Sections 82 and 83] | 6.6 | |
| 81 | Intimating Satisfaction of Charges (beyond 300 Days) [Sections 82, 83 and 87] | 6.9 | |
| 82 | Intimation of Appointment or Cessation of Receiver or Manager [Section 84] | 6.13 | |
| 83 | Rectification of Omission or Misstatement of any Particular in Respect of Creation/ Modification/ Satisfaction of Charge [Section 87] | 6.15 | |
| Chapter 7 – Management and Administration | 84 | Open a Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing outside India [Section 88(4)] | 7.3 |
| 85 | Change of Situation or Discontinuation of Situation of Foreign Register of Members, Debenture Holders, Other Security Holders or Beneficial Owners Residing outside India [Section 88(4)] | 7.6 | |
| 86 | Declaration in Respect of Beneficial Interest in any Share [Section 89] | 7.9 | |
| 87 | Declaration in Respect of Significant Beneficial Ownership (SBO) in a Reporting Company [Section 90] | 7.13 | |
| 88 | Making an Application to the Tribunal by a Company for Non-Disclosure of Significant Beneficial Ownership [Section 90(7)] | 7.18 | |
| 89 | Closure of Register of Members or Debenture Holders or Other Security Holders [Section 91] | 7.22 | |
| 90 | Keeping of Register of Members, etc, at a Place Other than the Registered Office of a Company [Section 94] | 7.25 | |
| 91 | Convening an Annual General Meeting and its Post-Compliances [Section 96] | 7.29 | |
| 92 | Convening an Annual General Meeting through Video Conferencing or Other Audio-Visual Means [Section 96] | 7.56 | |
| 93 | Extension of Time for Holding Annual General Meeting [Section 96] | 7.73 | |
| 94 | Calling of Annual General Meeting through NCLT by any Member of a Company [Section 97] | 7.76 | |
| 95 | Calling of General Meeting through NCLT [Section 98] | 7.79 | |
| 96 | Calling of Extraordinary General Meeting on Requisition of Members [Section 100] | 7.82 | |
| 97 | Convening of General Meeting [Section 100] | 7.87 | |
| 98 | Convening a General Meeting through Video Conferencing or Other Audio-Visual Means [Section 100] | 7.104 | |
| 99 | Transacting Business through Postal Ballot [Section 110] | 7.118 | |
| 100 | Declaration of Dividend [Section 123] | 8.3 | |
| 101 | Declaration of Interim Dividend [Section 123(3)] | 8.10 | |
| 102 | Transfer of Unpaid or Unclaimed Dividend to IEPF [Section 124(5)] | 8.16 | |
| 103 | Transfer of Shares to IEPF [Section 124(6)] | 8.19 | |
| 104 | Claiming Unpaid Amounts and Shares from IEPF [Sections 124(6) & 125(3)] | 8.27 | |
| 105 | Updation of Details of Nodal Officer or Deputy Nodal Officer [Sections 124 & 125] | 8.37 | |
| 106 | Keeping Books of Account at a Place Other than the Registered Office of a Company [Section 128(1)] | 9.3 | |
| 107 | Approval of Annual Financial Statements [Section 129] | 9.6 | |
| 108 | Approval of Quarterly Financial Results by a Listed Company [Regulation 33] | 9.16 | |
| 109 | Voluntary Revision of Financial Statements or Board’s Report [Section 131] | 9.20 | |
| 110 | Constitution of CSR Committee and Formulation of CSR Policy [Section 135] | 9.30 | |
| 111 | Appointment of Internal Auditor [Section 138] | 9.37 | |
| 112 | Appointment of First Auditor in Case of a Government Company [Section 139(7)] | 10.3 | |
| 113 | Appointment of First Auditor in Case of a Company Other than a Government Company [Section 139(6)] | 10.10 | |
| 114 | Appointment of Subsequent Auditor in Case of a Government Company [Section 139(5)] | 10.16 | |
| 115 | Re-appointment of Retiring Auditor in Case of a Company Other than a Government Company [Section 139(1) and (9)] | 10.19 | |
| 116 | Filling Casual Vacancy in the Office of Auditor in the Case of a Government Company [Section 139(8)] | 10.23 | |
| 117 | Filling Casual Vacancy in the Office of an Auditor Caused by Death, Disqualification, Incapacity, etc, of the Auditor in Case of a Company Other than a Government Company [Section 139(8)] | 10.29 | |
| 118 | Filling Casual Vacancy in the Office of Auditor Caused by Resignation of the Auditor in Case of a Company Other than a Government Company [Section 139(8)] | 10.33 | |
| 119 | Appointment of Branch Auditor [Section 143(8)] | 10.40 | |
| 120 | Removal of Auditor before Expiry of his Term [Section 140(1)] | 10.45 | |
| 121 | Appointment of Auditor Other than Retiring Auditor in case of a Company Other than a Government Company [Section 140(4)] | 10.51 | |
| 122 | Reporting of Frauds by an Auditor [Section 143(12)] | 10.56 | |
| 123 | Appointment of Cost Auditor [Section 148] | 10.59 | |
| 124 | Filling Casual Vacancy in the Office of Cost Auditor [Section 148] | 10.63 | |
| 125 | Increasing the Number of Directors beyond 15 on the Board of a Company [Section 149(1)] | 11.3 | |
| 126 | To Continue the Directorship of Non-Executive Director (NED) in a Listed Company who has attained the Age of 75 Years [Regulation 17(1A)] | 11.9 | |
| 127 | Appointment of Non-Executive Director (NED) in a Listed Company who has attained the Age of 75 Years [Regulation 17(1A)] | 11.13 | |
| 128 | Appointment of Independent Director [Section 149(4)] | 11.20 | |
| 129 | Re-appointment of Independent Director [Section 149(10)] | 11.36 | |
| 130 | Appointment of Director to be Elected by Small Shareholders on Requisition [Section 151] | 11.43 | |
| 131 | Obtaining DIN [Director Identification Number] [Section 153] | 11.51 | |
| 132 | Surrender of DIN [Director Identification Number] [Section 153] | 11.56 | |
| 133 | Change in Particulars of DIN [Director Identification Number] [Section 153] | 11.59 | |
| 134 | DIN [Director Identification Number] KYC [Section 153] | 11.62 | |
| 135 | Appointment of a Director Other than a Retiring Director at the Annual General Meeting [Section 160] | 11.65 | |
| 136 | Appointment of an Additional Director [Section 161(1)] | 11.71 | |
| 137 | Appointment of an Alternate Director [Section 161(2)] | 11.77 | |
| 138 | Appointment of a Nominee Director [Section 161(3)] | 11.83 | |
| 139 | Appointment of a Director to Fill Casual Vacancy [Section 161(4)] | 11.89 | |
| 140 | Resignation of a Director [Section 168] | 11.95 | |
| 141 | Removal of a Director [Section 169] | 11.99 | |
| 12 Meetings of Board and Its Powers | 142 | Convening of Board Meeting [Section 173] | 12.3 |
| 143 | Passing Resolution by Circulation [Section 175] | 12.13 | |
| 144 | Constitution of Audit Committee [Section 177(1)] | 12.18 | |
| 145 | Constitution of Nomination and Remuneration Committee [Section 178(1)] | 12.25 | |
| 146 | Constitution of Stakeholders Relationship Committee [Section 178(5)] | 12.31 | |
| 147 | Sale of the Whole or Substantially the Whole of an Undertaking of a Company [Section 180(1)(a)] | 12.36 | |
| 148 | Increase of Borrowing Limits [Section 180(1)(c)] | 12.46 | |
| 149 | To Borrow Money from Banks/Financial Institutions, etc [Sections 179(3)(d) and 180(1)(c)] | 12.51 | |
| 150 | Contribution to Bona Fide Charitable and Other Funds, etc [Section 181] | 12.55 | |
| 151 | Contribution to any Political Party or for any Political Purpose to any Person [Section 182] | 12.59 | |
| 152 | Contribution to National Defence Fund or Other Related Fund [Section 183] | 12.62 | |
| 153 | Making Loan, Giving Guarantee or Providing Security to Directors or their Connected Persons u/s 185 [Section 185] | 12.64 | |
| 154 | Making Loan, Giving Guarantee, Providing Security and Acquiring Securities of any Other Body Corporate [Section 186] | 12.72 | |
| 155 | Related Party Transactions [Section 188] | 12.82 | |
| 13 Appointment and Remuneration of Managerial Personnel | 156 | Appointment of a Managing Director or Whole-Time Director [Section 196] | 13.3 |
| 157 | Removal of Managing Director or Whole-Time Director before the Expiry of his Term of Office [Section 203] | 13.27 | |
| 158 | Appointment of a Manager [Section 196] | 13.31 | |
| 159 | Removal of Manager before the Expiry of his Term of Office [Section 203] | 13.43 | |
| 160 | Increase in Remuneration of Managerial Personnel by a Public Company [Section 197] | 13.47 | |
| 161 | Payment of Annual Remuneration to a Single Non-Executive Director in excess of 50% of total payable to all Non-Executive Directors by a Listed Company [Regulation 17(6)(ca)] | 13.59 | |
| 162 | Payment of Fees or Compensation to Executive Directors who are Promoters or Members of the Promoter Group in excess of the Specified Limit by a Listed Company [Regulation 17(6)(e)] | 13.64 | |
| 163 | Waiver of Excess Managerial Remuneration by a Public Company | 13.69 | |
| 164 | Appointment of a Chief Executive Officer [Section 203] | 13.74 | |
| 165 | Removal of Chief Executive Officer [Section 203] | 13.78 | |
| 166 | Appointment of a Chief Financial Officer [Section 203] | 13.82 | |
| 167 | Removal of Chief Financial Officer [Section 203] | 13.86 | |
| 168 | Appointment of a Company Secretary [Section 203] | 13.89 | |
| 169 | Removal of Company Secretary [Section 203] | 13.93 | |
| 170 | Appointment of a Secretarial Auditor [Section 204] | 13.96 | |
| 15 Compromises, Arrangements and Amalgamations | 171 | Merger or Amalgamation between Two or More Limited Companies [Sections 230 to 232] | 15.3 |
| 172 | Merger or Amalgamation between Two or More Small Companies or between a Holding Company and its Wholly-Owned Subsidiary Company (Fast-Track Merger) [Section 233] | 15.19 | |
| 173 | Acquiring Shares Held by Minority Shareholders in an Unlisted Company [Section 236] | 15.31 | |
| 18 Removal of Names of Companies from the Register of Companies | 174 | Suo-moto Removal of Name of Company from the Register of Companies by a Company [Section 248(2)] | 18.3 |
| 175 | Application/Appeal to NCLT for Revival of a Company Struck-off under Section 248 [Section 252] | 18.13 | |
| 22 Companies Incorporated outside India | 176 | Establishment of Place of Business by a Foreign Company in India and its Post Compliances [Section 380] | 22.3 |
| Chapter 27 National Company Law Tribunal and Appellate Tribunal | 177 | Appeal to NCLAT by any Person Aggrieved by the Order of the Tribunal/Adjudicating Authority [Section 421] | 27.3 |
| Chapter 28 Special Courts | 178 | Compounding of Offences [Section 441] | 28.3 |
| Chapter 28 Special Courts | 179 | Referring the Matter to the Mediation and Conciliation Panel [Section 442(2)] | 28.8 |
| Chapter 29 Miscellaneous | 180 | Adjudication of Penalties [Section 454(3)] | 29.3 |
| Chapter 29 Miscellaneous | 181 | Appeal Against the Order of Adjudicating Officer [Section 454(5)] | 29.8 |
| Chapter 29 Miscellaneous | 182 | Obtaining Status of Dormant Company [Section 455] | 29.13 |
| Chapter 29 Miscellaneous | 183 | Seeking Status of Active Company from Dormant Company [Section 455] | 29.18 |
| Chapter 29 Miscellaneous | 184 | Condonation of Delay by Central Government [Section 460] | 29.21 |
| Insolvency and Bankruptcy Code, 2016 | 185 | Liquidation of a Company after Corporate Insolvency Resolution Process (CIRP) | IBC.3 |
| Insolvency and Bankruptcy Code, 2016 | 186 | Voluntary Liquidation of a Company | IBC.29 |
–
| Contents at a Glance | |
| List of Formats | Div 2.3 |
| Formats | Div 2.11 |
| Draft Notice of Board Meeting | Div 2.256 |
| Suggested List of Items of Business for the Agenda for the First Meeting of the Board of Directors | Div 2.257 |
| Draft Resolution by Circulation | Div 2.258 |
| Draft Notice of Annual General Meeting | Div 2.260 |
| Draft Notice of Annual General Meeting through Video Conference | Div 2.266 |
| Draft Notice of an EGM Called on the Requisition of Members | Div 2.267 |
| Draft Notice of Postal Ballot | Div 2.268 |
| Draft Notice of Annual General Meeting/Extra-Ordinary General Meeting (For Newspaper) | Div 2.274 |
| Draft Notice of Postal Ballot (For Newspaper) | Div 2.276 |
| Draft Notice of Loss of Share Certificates (For Newspaper) | Div 2.278 |
| Table of Fees | Div 2.279 |
| General Circular No. 14/2014 | Div 2.284 |
| Chapter VI – Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of specified securities | Div 2.28 |
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