Contents
CHAPTER I
INCORPORATION,
CONVERSION, AMALGAMATI
TAKEOVER AND
DISSOLUTION
TOPIC SUBJECT
1 Do you wish to incorporate a public limited company?
2 Do you wish to incorporate a private limited company?
3 Do you wish to incorporate a private company with
preference shares only?
4 Do you wish to incorporate a company limited by
guarantee?
5 Do you wish to have a
licence issued for incorporating a company for charitable or other public
utility purposes without the addition to its name of the word “limited" or
the words "private limited”?
6 Do you wish to have a
licence issued to an existing limited company for charitable or other public
utility purposes without addition to its name of the word "limited"
or the words "private limited"?
7 Do you wish to form a joint stock company?
8 Do you wish to form a joint family business?
9 Do you wish to convert a public company into a private
one?
10 Do you wish to convert a private company into a public
one?
11 Do you wish to convert an existing business into a
company?
12 Do you wish to make another company a subsidiary of
your company?
13 Do you wish to verify whether
by virtue of section 43A your private company has become a deemed public
company and have it so converted ?
14 Do you wish to convert a
deemed public company (section 43A) again into a private company?
15 Do you wish to carry out a
scheme of amalgamation of two or more limited companies without putting any
company in winding up ?
16 Do you wish to carry out a
scheme of amalgamation of two or more government companies in public interest?
(Section 396)
17 Do you wish to take over another company?
18 Do you wish to takeover a listed company?
19 Do you wish to take over a company without going to
the court? (Section 395)
20 Do you wish to prevent take over of your company?
21 Do you wish to put your company into members'
voluntary winding up?
22 Do you wish to put your company into creditors
voluntary winding up ?
23 Do you wish to have your company wound up under the
court's supervision?
24 Do you wish to have your company wound up by order of
the court?
25 Do you wish to wind up an
unregistered company? (Sections 582, 583, 585 to 590)
CHAPTER II
ALTERATIONS,
CHANGES AND MODIFICATIONS
26 Do you wish to alter the articles of association of
your company?
27 Do you wish to have your company struck off as defunct
company?
28 Do you wish to change the registered office of your
company?
29 Do you wish to alter the objects of your company?
30 Do you wish to change the name of your company?
31 Do you have to change the name
of your existing business for the purpose of registration? [Section 572]
32 Do you have to change the name
of your company on Central Government's direction? [Section 22(l)(b)]
33 Do you wish to revalidate the
name availed of once after the expiry of initial validity period?
34 Do you wish to increase the authorised share capital
of your company?
35 Do you wish to increase the paid‑up share
capital of a company?
36 Do you wish to issue share
capital with differential rights as to dividend, voting or otherwise?
[Companies (Issue of Share Capital with Differential Voting Rights) Rules,
2001; GSR 167(E) dated 9‑3‑2001 amended by GSR 27(E) dated-.12‑1‑2002]
37 Do you wish to reduce the share capital of your
company?
38 Do you wish to consolidate and
divide all or any of your company's share capital into shares of larger amount
than existing ones?
39 Do you wish to sub‑divide
your company's shares into shares of smaller amount than fixed by your
company's memorandum of association?
40 Do you wish to re‑convert stock into fully paid‑up
shares?
41 Do you wish to convert all or
any of your company's fully paid-up shares into stock?
42 Do you wish to cancel any of
your company's unissued or un-committed share capital?
43 Do you wish to modify the
rights attached to any class of shares of your company?
44 Do you wish to apply to the court as dissentient
shareholders?
45 Do you wish to increase share capital by an order of
the Central Government ?
46 Do you wish to have a portion
of your company's uncalled share capital as reserve liability? [Section 99 of
the Act]
47 Do you being an unlimited
company wish to provide for reserve share capital on re‑registration?
[Section 98 of the Act]
D. Buy‑back of Shares or Other Securities
48 Do you wish to purchase your
own shares or other specified securities (buy‑back)? [Section
77A, 77AA and 77B]
I. Special Provisions for Buy‑Back of Shares of Listed Companies
(IA) Buy‑back
from existing security holders on a proportionate basis through the tender
offer
(IB) Buy‑back from open
market through stock exchange
(IC) Buy‑back
from open market through book building process
(ID) Obligations
of a company opting for buy‑back of shares
II. Special Provisions for Buy‑Back of Shares of Private and
Unlisted Public Companies
49 Do you wish to vary rights 'of
any class of shareholders by moving the court under section 391?
50 Do you wish to change the financial year of your
company ?
(A) Where it is desired to change the financial year of the
holding company or the subsidiary and to postpone the submission of relevant
accounts to a General Meeting (More or less than twelve months but not
exceeding fifteen months)
(B) Where it is desired to change the financial year of either the
holding company or of the subsidiary so that one concides with that of the
other (More than eighteen months)
(C) Where
it is desired to change the financial year only (irrespective of whether the
company is a holding company or subsidiary or not)
51 Do you wish to vary the terms
of the contract mentioned in prospectus or statement in lieu of prospectus
under section 61?
CHAPTER III
52 Do you wish to register the
charges created on your company's assets ? [Sections 124, 125 of Companies Act
and Rule 6 of the Companies (Central Government's) General Rules and Forms,
1956]
53 Do you wish to register the
charges on properties acquired by your company subject to charge? [Section 127
& Rule 6]
54 Do you wish to create a charge
for securing the issue of a series of debentures? [Section 128 & Rules 6 of
the Companies (Central Government's) General Rules & Forms, 1956]
55 Do you wish to modify the existing charges? [Section
135]
56 Do you wish to make entry in
the register of charges about appointment of receivers or managers? [Section
137]
57 Do you wish to file satisfaction of charge? [Section
138]
58 Do you wish to enter the
particulars of charges into the registers of charges to be kept by the company?
CHAPTER IV
APPOINTMENTS,
REMOVALS AND OTHER CHANGES
59 Do you wish to appoint a
director in the general meeting other than the retiring one?
60 Do you wish to reappoint a director on his retirement?
61 Do you wish to appoint an additional director?
62 Do you wish to appoint an alternate director?
63 Do you wish to have a casual vacancy in the office of a director to be
filled up by your board?
64 Do you wish to appoint a
director to the vacancy created by removal of a former director?
65 Do you wish to appoint a director who will not be
liable to retire by rotation?
66 Do you wish to appoint an executive of your company on
the board of directors?
67 Do you wish to apply for appointment
of a Government Director? (steps to be taken by members)
68 Do you wish to appoint
directors by proportional representation in your public company or its
subsidiary?
69 Do you wish to appoint a
director or his relative etc., to an office or place of profit in your company
or its subsidiary?
70 Do you wish to increase or
reduce the number of directors on your company's board?
(A) In case a reduction in number is proposed
(B) In case an increase in number is proposed
71 Do you wish to remove a director?
72 Do you have a case where the
office of a director stands vacated under section 283?
73 Do you wish to appoint a director of
your subsidiary company?
74 Do you wish to appoint a nominee
directors of your company to be elected by the small shareholders? [Section
252(1) Proviso]
75 Do you have a case where the office of a
small shareholders' director stands vacated?
76 Do you wish to appoint one of your
directors to be a managing director?
77 Do you wish to vary the terms of appointment of a managing director, whole‑time directors, non‑rotational director?
78 Do you wish to appoint a managing director who is already a managing director or manager in another company?
79 Do you wish to appoint one of your directors to be a whole‑time director?
80 Do you wish to remove a managing/whole‑time
director before the expiry of his term of office?
81 Do you wish to appoint a manager?
82 Do you wish to appoint a company
secretary?
83 Do you wish to remove the company
secretary?
84 Do you wish to appoint a secretary in
whole‑time practice?
85 Do you wish to defend your failure to
appoint a qualified company secretary?
86 Do you wish to charge a person with
responsibility for compliance of sections of the act where the expression,
"officer in default" does not occur?
87 Do you wish to charge a person other
than a Director with responsibility for compliance of sections of the act
where the expression, "officer in default" does occur?
88 Do you wish to charge a director with
compliance of provisions of the act where the expression, "officer in
default"' does occur?
89 Do you wish to keep out some officers
from being charged with offence?
90 Do you wish to appoint or reappoint an
auditor?
(A) Appointment of the first auditor
(B) Appointment of the retiring auditor
(C) Appointment of an auditor other than the
retiring one
(D) Appointment of a branch auditor other than that of the company's
auditor
91 Do you wish to revise the remuneration
of a statutory auditor?
92 Do you wish to appoint or reappoint an
auditor of a Government Company?
93 Do you wish to change the auditor of
your company?
94 Do you wish to remove the auditor of
your company before the expiry of his term of office?
95 Do you
wish to appoint an auditor already having more than twenty audits?
96 Do you wish to appoint or reappoint a
cost auditor? [Section 233B]
97 Do you wish to have the auditor
appointed by the Central Government?
98 Do you wish to appoint the auditor of a
company whose 51 percent or more of the paid‑up share capital is held by
one or more of the combinations stated under section 619B?
99 Do you
wish to appoint an internal auditor under section 227(4A)?
100 Do you have a case where a special auditor
is appointed under section 233A ?
101 Do you wish to appoint an auditor in
casual vacancy under section 224(6)(a) ?
102 Do you wish to appoint an auditor in a.
vacancy caused by the resignation of an existing auditor?
103 Do you wish to have the auditor of your
company the requisite qualifications and not to suffer from any
disqualifications? [Section 226 of the Act]
104 Do you wish to verify whether the auditor
of your company has been given adequate powers and has been discharging
necessary duties provided under the Act? [Section 227 of the Act]
105 Do you wish to verify the entitlements of
the auditors of your company?
106 Do you wish to appoint/reappoint sole
selling/ buying agents?
(A) In the case of companies having a paid‑up
share capital of less than Rs. 50 lakhs
(B) In the case of companies having a paid‑up
share capital of Rs. 50 lakhs or more
107 Do you wish to pay compensation to sole
selling agents for loss of office? [Section 294A]
1. Appointment of a
firm or body corporate to an office or place of profit
108 Do you wish to appoint a firm or body
corporate to an office or place of profit?
2. Waiver of refund
of money paid under section 314
109 Do you wish to waive refund of money made
by the person appointed not in accordance with section 314?
3. Appointment of
Constituted Attorney
110 Do you wish to appoint a constituted
attorney?
4. Appointment of
Inspector to Investigate
111 Do you wish to have an inspector
appointed to investigate the affairs of your company?
(A) Application
by members [Section 235(2)]
(B) Application by a contributory, creditor or any person interested
through Registrar of Companies)
(C) Application
by Company [Section 237(a)(i)]
(D) Application by any member after obtaining the High Court's
order Section 237(a)(ii)]
(E) Application to the Company Law Board for appointment of
Inspectors by the Central Government under section 237(b)
CHAPTER V
112 Do you wish to increase the remuneration
payable to any of your company's managerial personnel?
113 Do you wish to increase remuneration of
the directors of your company?
114 Do you wish to pay increased remuneration
without Government approval'?
115 Do you wish to fix remuneration of
managing/whole‑time director?
116 Do you wish to pay managerial
remuneration without Government's approval?
117 Do you wish to pay remuneration with
Central Government's approval?
118 Do you wish to increase the sitting fees
of directors beyond prescribed limits?
119 Do you wish to pay minimum remuneration
to managers or directors or managing/whole‑time directors in case your
company is sick?
120 Do you wish to appoint and pay
remuneration to managerial personnel without seeking Government's approval?
121 Do you wish to pay remuneration in excess
of the normal ceiling under the guidelines on managerial remuneration to
expatriate director?
122 Do you wish to apply for waiver of
recovery of remuneration received by a director in excess of the limits
specified by section 309 or without the prior sanction of the Central Government
?
123 Do you wish to remunerate directors by
paying one per cent or three per cent of the net profits of your company?
A. Remuneration to a director by way of monthly,
quarterly or annual payment
B. Remuneration to a director by way of commission
124 Do you wish to pay remuneration to
directors in excess of one per cent or three percent of the net profits of your
company?
125 Do you wish to pay remuneration to a
director in any other capacity?
126 How should you calculate depreciation for
arriving at net profits for purposes of managerial remuneration?
127 Do you wish to compensate managing/whole‑time
director or a director holding the office of a manager for loss of office,
etc.?
128 Do you wish to make payment to directors
for loss of office, etc. In connection with transfer of undertaking or
property?
129 Do you wish to make payment to directors
for loss of office, etc. In connection with transfer of shares?
130 Do you wish to make objection to a
proposal contained in a notice published under section 640B?
CHAPTER VI
MEETINGS &
PROCEEDINGS
131 Do you wish to hold a meeting of your
board of directors?
132 Do you wish to hold first board meeting?
133 Do you wish to pass a board resolution by
circulation?
134 Do you wish to hold a statutory meeting?
135 Do you wish to hold an annual general
meeting ?
136 Do you wish to call the annual general
meeting at the instance of the company law board?
137 Do you wish to adjourn annual general
meeting without filing annual accounts?
138 Do you wish to hold annual general meeting
on a public holiday or in a place which is outside the city, town or village in
which the registered office of the company is situate?
139 Do you wish to hold an extraordinary
general meeting other than on requisition of members?
140 Do you wish to hold an extraordinary
general meeting by requisition?
141 Do you wish to obtain a permission from
the company law board to call a general meeting other than the annual general
meeting?
142 Do you wish to hold a meeting of
debenture‑holders or of any class of debenture‑holders of your
company?
143 Do you wish to circulate a members'
resolution to be moved at an annual general meeting?
144 Do you wish to make an application to the
company law board to restrain any company from circulating any statement
referred to any resolution proposed by members under section 188?
145 Do you wish to appoint a proxy to attend
and vote for yourself in a general meeting?
146 Do you wish to appoint a representative
to attend a general or class meeting on behalf of a body corporate shareholder?
147 Do you wish to record voting on poll?
148 Do you wish to demand a poll in a general
meeting?
149 Do you wish to pass resolutions by Postal
Ballot?
150 Do you wish to pass a special resolution?
151 Do you wish to pass a resolution with
special notice?
152 Do you wish to annex an explanatory
statement for a resolution?
153 Do you wish to adjourn a board or a
general meeting?
154 Do you wish to prepare minutes of
proceedings of a board or a general meeting?
155 Do you wish to know the amount of sitting
fee you can pay to the directors of your company for each meeting of the board
of directors or a committee thereof?
156 Do you wish to draft a board's report?
157 Do you wish to reimburse traveling
expenses to directors?
158 Do you wish to elect a chairman?
159 Do you wish to nominate a person to whom
your shares in or debentures or deposits of the company will vest in the event
of your death? [Section 109A]
CHAPTER VII
APPLICATION,
ALLOTMENT, CALLS, TRANSFER/
TRANSMISSIONS AND
FORFEITURE
A. Application, Allotment, Calls
160 Do you wish to apply for shares or
debentures?
161 Do you wish to allot shares or
debentures?
162 Do you wish to seek extension of time for
filing returns of allotment? [Section 75(3)]
163 Do you wish
to make calls?
164 Do you wish to pay interest on money
accepted in advance of calls on shares?
165 Do you wish to transfer shares or
debentures?
166 Do you wish to have shares or debentures
transmitted in your favour?
167 Do you, being a nominee wish to have
shares or debentures or fixed deposits of deceased share holder or debenture
holder or fixed deposit holder registered in your name? [Section 109B]
168 Do you wish to deal with transfer of
shares by a legal representative?
169 Do you wish to transfer the shares of a
private limited company? [section 108]
170 Do you wish to refuse transfer of shares?
171 Do you wish to make an application to the
Company Law Board against refusal to transfer shares beyond the period of
limitation?
172 Do you wish to appeal against refusal to
register the transfer or transmission of your shares or debentures.
173 Do you wish to obtain a direction from
the company law board to have any company's or depository's register of records
rectified? [Section 111A]
174 Do you wish to obtain an extension of
time for acceptance of instruments of transfer of shares by a company under
section 108 (ID) for delayed lodgment?
175 Do you wish to acquire shares of a
company in excess of 25 per cent of the paid‑up equity share capital of
such company? [Section 108A]
176 Do you wish to transfer shares in a MRTP
company, the nominal value of your holding being 10 per cent or more of the
nominal value of the subscribed equity
share capital of that company? [Section 108B]
177 Do you wish to transfer the shares of a
foreign company being a body corporate under the same management?
178 Do you wish to make certification of
transfer of shares/debentures? [Section 112]
179 Do you wish to dispense with the
prescribed transfer form? [Section 108 (1c)]
180 Do you wish to engage in scripless
trading?
181 Do you wish to forfeit shares?
182 Do you wish to sell shares forfeited for
non‑payment of calls?
[Regulations 32,34,35 of Table A of Schedule I]
183 Do you wish to exercise lien on your
shares?
ADMINISTRATION
184 Do you
wish to obtain certificate of commencement of business in case your company is
a public company?
(A) Where the Company having a share capital has
issued prospectus
(B) Where the company having a share capital has
not issued prospectus
185 Do you
wish to commence a new business within the frame work of your existing
memorandum of association?
186 Do you
wish to file statement in lieu of prospectus with the registrar of companies?
[Sections 70(l) and 149(2)(a)]
187 Do you wish to declare interim dividend?
188 Do you wish to revoke interim dividend
already declared?
189 Do you wish to declare final dividend?
190 Do you wish to declare dividend out of
your company's reserves?
191 Do you
wish to take exemption from providing depreciation out of profits before
declaring dividend under section 205(1)(c)?
192 Do you
wish to declare dividend out of reserves of your company not in accordance
with the Companies (Declaration of Dividend out of Reserves) Rules, 1975?
193 Do you
wish to transfer unpaid or unclaimed dividends to the investor education and
protection fund?
194 Do you
wish to register yourself with the committee administering investor education
and protection fund?
195 Do you
wish to credit to the investor education and protection fund amounts that are
mentioned under sub‑section (2) of section 205C?
196 Do you wish not to declare dividend?
197 Do you
wish to claim payment from the general revenue account of the Central
Government?
198 Do you
wish to pay dividend in proportion to the amount paid‑up on shares?
[Section 93]
199 Do you
wish to claim payment of unpaid dividend from company's liquidation account? [Section 555(7) and the Companies (Court) Rules,
1959]
200 Do you wish to pay interest out of
capital?
201 Do you
wish to pay dividend on equity shares without paying off the existing
preference shares?
202 Do you wish to calculate depreciation for
the factory or concern as a whole?
203 Do you
wish to charge depreciation on machinery used for manufacture of electronic
goods or components?
D. Extension of time/financial year
204 Do you
wish to apply for extension of time for filing any Document or application with
the registrar or the Central Government?
(A) Application to Central Government
(B) Application to Registrar
205 Do you
wish to make an application for extension of time or for rectification of the
register of charges?
206 Do you
wish to apply for an extension of time for holding Annual General Meeting?
207 Do you
wish to have an extension of time for making investment in shares of an
overseas joint venture company?
208 Do you
wish to apply to the Central Government under section 213 (1) to extend the
financial year?
209 Do you
wish to contribute funds for charitable or other useful purposes not directly
relating to the business of the company or for the welfare of its employees?
210 Do you
wish to contribute to National Defence Fund or any other fund approved by the
Central Government?
211 Do you
wish to contribute to any political party or for any political purpose to any
person?
F. Accounts/Audit/Annual Returns
212 Do you wish to open a bank account?
213 Do you wish to effect a partnership
between the company and another person?
214 Do you wish to open a new branch?
215 Do you wish to avail exemption from audit
for your branch?
216 Do you
wish to keep books of account at a place other than the company's registered
office?
217 Do you
wish to adopt the form of your balance‑sheet other than that prescribed
under schedule VI‑A & B?
218 Do you
wish to have exemption from attaching the accounts of subsidiaries under
section 212(8)?
219 Do you
wish to include a statement in your auditor's report in accordance with
general or special order of the Central Government Manufacturing and other
Companies (Auditor's Report) Order, 1988?
220 Do you wish to keep the books of account
on accrual basis?
221 Do you
wish to avoid sending balance‑sheet and Profit & Loss Account to
members and debenture holders?
222 Do you wish to open a new department?
223 Do you wish to close a particular
business of your company?
224 Do you
wish to obtain an order from the Central Government declaring a branch office
as not to be so? [Sections 8 and 2(9)]
225 Do you wish to file an annual return?
(A) If your company is having a share capital
(B) If your company is not having a share capital
226 Do you wish to file unaudited balance‑sheet
etc.? [section 220]
227 Do you
wish to furnish Unaudited Financial results of your company on a quarterly
basis?
G. Register of Members/Debenture‑holders
228 Do you
wish to keep registers and returns in a place other than the registered office
under section 163 but within the city, town or village of the registered
office?
229 Do you
wish to apply to the Company Law Board for rectification of register of
members or the register of debenture‑holders ?
230 Do you wish to close the register of
members or debenture holders of your company?
231 Do you wish to keep a foreign register of
members or debenture holders?
232 Do you
wish to create a trust for disposal of odd lot shares? [see Circular No.
1/21/92 (No. 11/93), dated 8‑10‑1993 and Press Note No. 7/93, dated
14‑10‑1993 at Annexures I & II to this Topic]
233 Do you
wish to prepare a trust deed for securing any issue of debenture and appoint
debenture trustees and also create a Debenture Redemption Reserve?
234 Do you
wish to exempt trustees of debenture‑holders from the liability of
indemnification in case of breach of trusts? [Section 119]
235 Do you wish to seek remedy against
refusal to furnish copies of debenture trust deed? [Section 118 and Company Law Board Regulations,
1991]
236 Do you
wish to apply to the Company Law Board for relief in cases of oppression or
mismanagement?
237 Do you
wish to apply to the Company Law Board to prevent oppression or mismanagement?
(A) What the members should do
(B) What the company should do
238 Do you
wish to make a complaint to the Company Law Board to prevent change in the
Board of Directors likely to affect your company prejudicially?
239 Do you
wish to be authorised by the Central Government to apply for relief against
oppression and mismanagement?
240 Do you wish to affix common seal of the
company on any Document?
241 Do you wish to have an official seal of
the company?
242 Do you wish to affix official seal of the
company on any Document?
1. Destruction of books and papers
243 Do you wish to make a representation to
the Central Government for earlier destruction of books and papers of a company
which has been wound up?
244 Do you wish to preserve or dispose of
company records?
2. Restoration of name
245 Do you
wish to restore your company whose name has been struck under section 560(6)?
[Companies (Court) Rules, 1959, Rules 11 (a)(21), 12, 17, 21, 22 and 92 to 94]
3. Delegation of board's powers
246 Do you wish to delegate to others some of
the powers of the Board?
4. Restrictions on powers of board
247 Do you
wish to sell, lease or otherwise dispose of an undertaking or a substantial
portion thereof?
248 Do you wish to constitute an Audit
Committee for your Company? [Section 292A]
5. Temporary protection of employees
249 Do you
wish to discharge, punish, dismiss or remove or demote any of the employee of
the company in the course of investigation?
6. Condonation of delay
250 Do you wish to apply for condonation of
delay in filing documents?
7. Issue of general notice
251 Do you wish to issue a general notice?
8. Termination of
disproportionately excessive voting rights
252 Do you
wish to get exemption from terminating disproportionately excessive voting
rights? [section 89(4)*]
9. Appeal against order of Company Law Board
253 Do you wish to appeal from any order or
decision of the Company Law Board?
10. Service of documents
254 Do you wish to serve Documents on a company?
255 Do you wish to serve Documents on any
Registrar of Companies?
256 Do you wish to serve Documents on members
of your company?
257 Do you wish to enter into a contract in
which any of your company's directors are interested or concerned?
258 Do you wish to make a contract where your
company is an undisclosed principal?
259 Do you wish to enter into a contract with
any person for his employment in your company in a position other than that of
managerial personnel or secretary?
CHAPTER X
LENDING,
INVESTMENTS. BORROWINGS, EXTERNAL COMMERCIAL BORROWINGS
A. Lending/Intercorporate Loans
260 Do you wish to give loans to your
directors or directors of your holding company or to their relatives or to
firms and bodies corporate in which such a director or his relative is a
partner, director or member?
261 Do you wish to borrow funds for your
company?
B. Investments‑Intercorporate Investments
262 Do you wish to lend the funds of your
company or to make investments in shares of other companies? [section 372A]
263 Do you wish to invest your employee's
money or security or provident fund?
264 Do you wish to make direct investment in
equity share capital of an overseas joint venture company or wholly owned
subsidiary sabroad?
265 Do you, being an Indian promoter
company, wish to make overseas investments in joint ventures/wholly owned
subsidiaries abroad under the exchange earners foreign currency (EEFC) fast
track route?
266 Do you, being an Indian promoter
company of an existing joint ventures/wholly owned subsidiary abroad, wish to
enhance the equity or loan or guarantee or seek major changes in the terms and
conditions of the approval?
267 Do you wish to hold investment not in the
company's name?
C. Borrowings‑Company Deposits
268 Do you wish to invite deposits for your
company being Non Banking Non‑Financial Company?
269 Do you wish to adopt asset liability
management system being a non‑banking financial company?
270 Do you wish to obtain an order of the
Central Government for extension of time or exemption under section 58A(8) of
the Act?
271 Do you wish to invite deposits from the
public for your company being Non‑Banking Financial Company?
272 Do you wish to know prudential norms for
income recognition, accounting standards, provisioning for bad and Doubtful
debts, capital adequacy and concentration of credit/investments, being a Non‑Banking
Financial Company?
273 Do you wish to get deposits by private
placements and confidential offers?
274 Do you wish to complain to the Company
Law Board against failure to repay deposits?
275 Do you wish to represent to the Company
Law Board in a complaint before the Company Law Board for non‑payment of
deposits?
276 Do you wish to issue commercial paper?
D. External Commercial Borrowings
277 Do you wish to seek External Commercial
Borrowings (ECB) for US$ 50 million?
278 Do you wish to seek External Commercial
Borrowings (ECB) for more than US$ 50 million but upto US$ 100 million?
279 Do you wish to seek External Commercial
Borrowings (ECB) for more than US$ 100 million?
280 Do you wish to make an application to the
Reserve Bank of India for raising foreign currency loan/ credits?
281 Do you wish to submit to the Reserve Bank
of India statements about utilisation of the foreign loan amounts?
CHAPTER XI
MISCELLANEOUS
282 Have you disclosed particulars of
officials drawing Rs. 2,00,000 or more per month in your Directors' Report?
283 Have you disclosed particulars of
conservation of energy, technology absorption and foreign exchange earnings
etc. in your Directors' Report?
284 Do you anticipate inspection of books by
the registrar of companies?
285 Do you wish to avoid prosecution in any
Court of Law for violation of any of the provisions of the Companies Act,
1956?
286 Do you wish to avail of the facility of
resolving your company's disputes by the Lok Adalat?
C. Nidhi/Mutual benefit society
287 Do you wish to be declared by the Central
Government as Nidhi or Mutual Benefit Society under Section 620A?
288 Do you wish to open a deposit account
with a Nidhi or Mutual Benefit Society? [Notification No.G.S.R. 555(E) dated 26‑7-2001]
289 Do you being a Nidhi or Mutual Benefit
Society wish to follow prudential norms for revenue recognition and
classification of assets in respect of loans etc. [Notification No. G.S.R.
556(E) dated 26‑7‑2001]
290 Do you wish to have refund of excess
registration fee paid to the Registrar? [Schedule X(2), Proviso]
E. Inspection/Copying of Document
291 Do you wish to inspect or take a copy or
extract of any Document delivered along with the prospectus after fourteen
days of its publication? [Section 610(1), provisos (i), (ii)]
F. Seeking of relief by a private company
292 Do you wish to seek relief, being a
private limited company under default, in complying with the conditions
constituting a private company? [Section 43 and Company Law Board Regulations,
1991]
G.
Membership of holding company
293 Do you wish your company to be a member
of its holding company?
H.
Privileges of government company
294 Do you wish to verify the privileges
enjoyed by Government Companies? [Sections 617 & 620]
295 Do you wish to adopt pre‑incorporation
contracts?
296 Do
you wish to have any offence committed under the Companies Act, 1956,
compounded by the Company Law Board/Regional Director?
297 Do you wish to correct the Documents filed with the Registrar of Companies? [Regulation 17(2) of the Companies Regulations, 1956]
L Inspection1certiflied copies of Documents
298 Do you wish to inspect or take certified copies of the Documents filed with the Registrar of Companies? [Regulation 25 of the Companies Regulations, 1956]
299 Do you wish to apply for credit rating?
300 Do you wish to pay additional fees on
delayed filing of Documents or papers with Registrar of Companies? [Press Note
No.2/95 (F. No. 14‑3‑87 CL‑V, Vol. III), dated 21‑3‑1995]
CHAPTER XII
301 Do you wish to register a foreign company
in India?
302 Do you, being a foreign company, wish to
file documents with the Registrar subsequent to Registration?
(A) Return
of alteration under Section 593(a), (b) and (c)
(B) Return
of alteration under Section 593(d) and (e)
(C) List
of places of business
(D) Notice
on ceasing to have place of business in India
(E) Particulars
of charge on property in India created by a foreign company
(F) Particulars
of charge subject to which property in India is acquired by a the foreign
company
(G) Particulars
of an issue of debentures in a series by foreign company
(H) Particulars
of series of debentures containing any charge
(I) Particulars
of modification of charge
(J) Memorandum
of complete satisfaction of charge
(K) Annual
return by a foreign company
303 Do you wish to seek exemption from filing
certified copies of translated Document?
ISSUES AND
ENLISTMENT
304 Do you
wish to issue equity shares or any security convertible into equity shares at a
later date to the public for the first time being an unlisted company without
track record or distributable profits?
305 Do you
wish to issue shares or any security convertible into equity shares at a later
date to the public for the first time being an unlisted company converted from
a partnership firm or formed out of division of an existing company with track
record of consistent profitability?
306 Do you
wish to issue shares to the public for the first time being an existing
unlisted company without track record of consistent profitability?
307 Do you
wish to issue shares to the public for the first time being an existing
unlisted company with 3 years track record of distributable profits?
308 Do you
wish to issue shares to the public for the first time being an existing company
without 3 years track record but promoted by existing companies with track
record of consistent profitability?
309 Do you
wish to issue further equity shares to the public being a listed company?
310 Do you wish to go for book building
process?
IV Dematerialisation of Shares
311 Do you wish to dematerialise the shares
of your company?
312 Do you wish to issue rights shares?
313 Do you wish to draft letter of offer for
rights issue?
314 Do you wish to submit periodical reports
to SEBI on rights issue?
315 Do you (an existing listed company) wish
to issue bonus shares?
316 Do you wish to issue bonus shares with
differential voting rights?
VII. Preferential Issue to Select Group
317 Do you
wish to make preferential issue of shares other than out of public issue to any
select group of persons?
318 Do you
wish to make preferential issue of warrants/convertible debentures other than
out of public issue to any select group of persons?
VIII. Issue of shares other than cash
319 Do you wish to issue shares for
consideration other than cash? [Section 75(1)(b)]
IX. Employees Stock Option Scheme
320 Do you
as a listed company wish to offer securities to your employees through
'Employees Stock Option Scheme, or Employees Stock Purchase Scheme'?
321 Do you wish to issue redeemable
preference shares under section 80?
322 Do you wish to redeem redeemable
preference shares?
323 Do you wish to redeem existing preference
shares?
324 Do you wish to issue equity shares on
conversion of preference shares?
325 Do you wish to issue cumulative
convertible preference (CCP) shares?
326 Do you wish to issue bonus preference
shares ?
XI. Issue of Shares at Discount/Premium/Privately
327 Do you wish to issue shares at a
discount?
328 Do you wish to issue shares at a premium?
329 Do you wish to issue share capital
privately?
330 Do you wish to issue sweat equity shares?
[Section 79A]
XIII. Offer for Sale of Shares to Public
331 Do you wish to make an offer for sale of
shares to the public?
XIV. Allotment in Oversubscription
332 Do you
wish to know the basis of proportionate allotment in the event of over‑subscription
of public issue?
XV. Acceptance of Unpaid Share Capital
333 Do you wish to accept unpaid share
capital although not called up?
334 Do
you wish to issue share warrants to bearers in respect of fully paid‑up
shares?
335 Do you wish to issue debentures?
336 Do you wish to issue bonus debentures?
337 Do you
wish to submit to SEBI Offer Document relating to certain debt instruments
(e.g. Non‑Convertible Debentures)?
338 Do you wish to issue right debentures to
your share‑holders?
339 Do you wish to issue fully/partly
convertible debentures or loans?
340 Do you wish to issue shares on conversion
of debentures or loans?
341 Do you wish to re‑issue redeemed
debentures under section 121?
342 Do you
wish to "roll over" Non‑Convertible portion of partly
Convertible Debentures or Non‑Convertible Debentures?
343 Do you wish to securitise the debts of
your company?
XVIII. Issue of Public Sector Bonds
344 Do you wish to float public sector bonds?
345 Do you wish to issue bonus bonds?
346 Do
you wish to make Euro issue (Foreign Currency Convertible Bonds) (FCCBs) and
ordinary shares?
347 Do you wish to issue Global Depository
Receipts/American Depository Receipts?
348 Do you
wish to issue GDR/ADR linked stock option to your employees being an Indian
software company or companies engaged in Information Technology Software and
Information Technology Services?
349 Do you
wish to keep the issue proceeds of Euro Issue in foreign currency with
authorised dealers/public financial institutions?
350 Do you
being a Software Company wish to acquire an Overseas Software Company?
351 Do you
wish to raise fresh foreign equity, or increase existing foreign equity holding
in your company?
352 Do you wish to apply for initial listing
on stock exchange?
353 Do you wish to enlist your securities with a recognised stock exchange?
354 Do you wish to prefer an appeal to SEBI
against refusal, omission or failure to enlist your company's shares?
355 Do you being a listed company wish to
comply with the conditions for continued listing?
356 Do
you wish to make an application to SEBI for relaxation of Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules,1957 for listing of shares without
making an initial public offer?
357 Do you
wish to get your shares listed on Over the Counter Exchange of India (OTCEI)?
358 Do
you, as investment/leasing/finance/hire‑purchase company, wish to enlist
on OTCEI?
XXIII. Investment by NRI/OCB in shares/bonds and
its transfer
359 Do you
wish a Non‑resident Indian (NRI) or an Overseas Corporate Body (OCB) to
make investment in any issues or shares/convertible debentures of your company?
360 Do
you, as NRI/OCB, wish to purchase securities other than shares or convertible
debentures?
361 Do
you wish to promote a company upto 100% equity investment (other than in 100%
EOU) if you are a Non‑resident Indian (NRI) or an Overseas Corporate Body
(OCB)?
362 Do
you as NRI/ Indian citizen/ OCB wish to sell/ transfer shares/ bonds/ debentures of Indian
company?
363 Do
you wish to have 100% Foreign Direct Investment in development of integrated
township including housing and building materials?
364 Do
you wish to obtain licence for production of Arms and Ammunitions and have 26%
Foreign Direct Investment in your company?
XXIV. Issue of Share/Debenture Certificate
365 Do you wish to issue certificates for
shares or debentures?
366 Do you wish to issue split share
certificates?
367 Do you
wish to apply to Company Law Board for delaying delivery of debenture
certificates?
XXV. Refund of Excess Application Money
368 Do you wish to refund application/excess
application money?
XXVI. Periodical Reports For Public Issue
369 Do you wish to submit periodical reports
to SEBI on public issue?
XXVII. Underwriters to an Issue
370 Do you wish to appoint underwriters for
your public issue?
371 Do you wish to prefer an appeal against
an order of SEBI?
XXIX Appeal from SEBI under Depositories Act
372 Do you
wish to prefer an appeal against an order of the SEBI under the Depositories
Act, 1996 or the Regulations made thereunder? [the Depositories (Appeal to
Securities Appellate Tribunal) Rules, 2000]
373 Do you
as an investor wish to submit complaint to Stock Exchange (Mumbai) for
redressal of your grievances?
374 Do you
as an investor wish to submit complaint to SEBI for re-dressal of your
grievances?
375 Do you
wish to follow the procedure if you acquire more than 5% of securities carrying
voting rights of a listed company?
376 Do you
wish to follow the procedure if you acquire 15% or more than 15% of shares or
voting rights of a listed company?
377 Do you
wish to issue letter of offer on acquisition of voting rights of your company
in excess of specified ceilings?
378 Do you
wish being a target company to follow the procedure subsequent to the date of
public announcement of offer to acquire shares of your company?
379 Do you
wish to revise or withdraw the public offer made in relation to acquisition of
shares of a listed company?
380 Do
you, as a lead institution, wish to follow the procedure relating to take over
of financially weak company?
381 Do you
wish to follow the procedure as acquirer of shares of financially weak
company?
382 Do you
as a beneficial owner wish to follow the procedure for creation of pledge or
hypothecation on your security?
383 Do you wish to avoid being caught as a
person indulging in insider trading?
384 Do you
wish to avoid being investigated by the SEBI for fraudulent and unfair trade
practices relating to the securities market?
XXXIV. Collective Investment Scheme
385 Do you wish to continue to operate
existing collective investment schemes?
386 Do you wish to operate a collective
investment scheme?
387 Do you wish to set up an Industrial Park
under the Industrial Park Scheme, 2002?
B. R. T.P.,
U. T.P., Consumer Protection
388 Do you wish to verify whether you have
entered into an agreement relating to restrictive trade practices?
389 Do you wish to make a complaint about
unfair trade practice?
390 Do you wish to be recognised as
consumers' association?
391 Do you
wish to file or oppose an application for temporary injunction before the MRTP
Commission?
392 Do you
wish to apply to the MRTP Commission for award of compensation for loss or
damage suffered by you?
393 Do you
wish to file a complaint before the district forum, State Commission or the
National Commission, under the Consumer Protection Act?
C. Sick Industrial Companies (BIFR)
394 Do you wish to report to BIFR erosion of
50% of your net worth?
395 Do you wish to find out whether you are a
Sick Industrial Company?
396 Do you
wish to take steps once you have become a Sick Industrial Company?
397 Do you
wish to prefer an appeal before the Appellate Authority for Industrial and
Financial Reconstructions (AAIFR) against the order of the Board for Industrial
and Financial Reconstruction? (BIFR)
398 Do you
wish to rehabilitate your Sick Small Scale Industrial Unit? [RPCD. No. PLNFS.
BC. 57/06.04.01/2001‑02, dated 16-1‑2002 issue by RBI]