Company Law Limits’ Chart (Section 1 to 148) – May/ June 2021 attempt By CA Harsh Gupta

Illegal Maximum 50 members Sec. 46 Duplicate share certificate is issued within Sec.73  Deposit Repayment Reserve of 20%
Association  3 months  Unlisted company to be deposited till 30th April
Associate Significant Influence ≥ 20% TVP  45 days  Listed company
Co. Exemption for Pvt. Co.
Small Co. Private company with Sec. 47 Voting rights to Preference, if divided not 1. Deposits ≤ 100% (PSC + FR+ SP)
PSC ≤ `50 lakh; and paid for 2 years 2. Start-up for 5 years
Turnover of last FY ≤ `2 crore Sec. 48 Right to appeal against variation to NCLT 3. Which satisfies following conditions
- Holders having ≥ 10% issued shares of - Not an associate or subsidiary
Govt. Co. ≥ 51% PSC held by Govt. that class - Borrowings from Banks, FI, Body
≥ 51% TVP if DVR has been issued corporate is lower of (twice of
- Appeal shall be made within 21 days paid-up or 50 cr)
Private Co. Maximum 200 members
Sec. 49  ≤ 25% of nominal value of share - No default in borrowings
Subsidiary > 50% TVP; Layers ≤ 2  Gap of 1 month between 2 call Sec.76 Eligible Co. means Public Co. having –
Sec. 3  14 days’ notice  Net Worth ≥ ` 100 crore; or
 Resident  ≥ 182 days stay in
OPC India in preceding FY Sec. 53 If shares are issued at discount, to refund  Turnover ≥ ` 500 crore
 Voluntarily convert after 2 years the money with 12% interest Sec. 77 Time limit to register charge
 Mandatory conversion within 6 Sec. 54  In a year, maximum sweat equity Within 30 days normal fees
months if shares that can be issued is higher of of creation
- PSC > ` 50 lakh; or the following – Within 60 days additional fees
- Turnover during relevant period - 15% of existing equity; or of creation
> ` 2 crore - ` 5 crore
Further 60 days ad-valorem fees
Sec. 3A If members below statutory minimum,  Max. sweat equity at any time can be
they will be liable after 6 months 25% of paid-up equity
Sec.78  If Co. fails to register within 30 days;
Sec. 4  For start-up, max. 50% for 10 years
 Name to be reserved for Charge-holder may register
- 20 days  New Co.  Lock-in = 3 years
 RoC shall give 14 days’ notice to Co.
- 60 days  Existing Co. Sec. 55  Preference shares = max. 20 years before registering
 If incorporated by false particulars,  For infrastructure companies; tenure
can be 30 years but redemption option Sec.82 Time limit to report satisfaction of
RoC may direct to change name charge
within 3 months by OR shall be given to ≥ 10% from 21st year
onwards Within 30 days normal fees
Sec. 10A Declaration that subscribers have paid
the money to be filed within 180 days Sec. 56 Time for delivery of share certificate of satisfaction
of incorporation Subscribers 2 months from Within 300 days additional fees
to MOA incorporation of satisfaction
Sec. 12  Verification of registered office Allotment 2 months from Beyond 300 Delay to be
within 30 days of incorporation of shares allotment days condoned by CG
 In case of name change, former Allotment 6 months from
name to be affixed for 2 years of allotment  RoC to give 14 days’ notice to
Sec. 13 Copy of SR altering MOA to be filed debentures charge-holder, if form is not signed
with RoC within 30 days Transfer 1 month of receipt of by charge-holder
transfer deed
Sec. 14 Copy of SR altering AOA to be filed Sec.85 Co. to preserve register of charges for 8
with RoC within 15 days Sec. 58 Notice of refusal of transfer shall be sent years from the date of satisfaction
Sec. 16 Rectification of name by CG within 30 days Sec.88  Index to be maintain in register if
Is Time for appeal by members ≥ 50
 Suo-moto  3 months + OR notice transferee
 On application of trademark holder sent Pvt. Co. Public Co. Foreign Register
within 3 years  6 months + OR Yes 30 days 60 days  File MGT-3 within 30 days
No 60 days 90 days  Copy of foreign register is sent to
Sec. 25 Document to be deemed as prospectus On appeal, NCLT may order transfer India within 15 days
if issue house sells the shares within within 10 days
6 months of allotment Sec.90 SBO means INDIVIDUAL holding ≥ 10%
Sec. 62 beneficial interest
Sec. 26 Prospectus to be issued within 90 days  Rights issue to remain open for 15 to 30
of filing with RoC days. Letter of offer is dispatched 3 Sec. 91 Company may close register of
days before opening of issue. security-holders for maximum
Sec. 31 Shelf prospectus is valid for 1 year (For Pvt Co. – lesser time period  45 days in a year; and
from date of opening of first offer applicable where 90% members agree)  30 days at any one time
Sec. 32 Red herring prospectus is filed with  In case of conversion of loan into shares by giving 7 days’ notice
RoC 3 days prior to opening of issue on Govt’s order, Co. may appeal to NCLT
Sec. 39  Min. subscription  90% specified within 60 days Sec.92  Annual return is certified by CS in
by SEBI (N.A. to OFS)  ESOP vesting period ≥ 1 year practices in case of
- Listed Co.; or
 Min. application value Sec. 67 Public co. can give loan to its employees - Companies having
- 5% of nominal price (other than directors/ KMP) ≤ 6 months’ o PSC ≥ ` 10 crore; or
- 25% of issue price: SEBI salary to purchase fully paid-up shares
o Turnover ≥ ` 50 crore
- 100% for OFS Sec. 68  Max. Buy-back by Board – 10% of paid-  Annual return is filed with RoC within
 If Min. subscription is not received up equity + free reserves 60 days of AGM
within 30 days of issue of  Max. Buy-back by Members – 25% of  If no AGM, file within 60 days of last
prospectus, refund money within 15 paid-up + free reserves AND max. 25% due date of AGM
days from closure of issue, else 15% no. of equity in a FY
interest  Max. post buy-back Debt-Equity ratio Sec.94 Register & Annual return can be kept at
 Return of allotment to be filed – 2:1 any other place in India where
within 30 days from allotment  Destroy shares within 7 days > 1/10th members reside, after SR
 Gap of 1 year between 2 buy-backs Time period for preservation
Sec. 40 Rate of underwriting commission is  Buy-back to be completed within 1 year
lower of of resolution Register of Permanently
 Shares: 5% of issue price or rate in members
 No further issue of same kind within 6 Register of other 8 years
AOA months security holders
 Debentures: 2.5% of issue price or  Buy-back return within 30 days Annual Return 8 years
rate in AOA Foreign register of Permanently
Sec. 70 No buy-back if during 3 years, default in members
Sec. 42  Private placement to maximum 200 Deposits; Dividend; Pref. shares; term Foreign register of 8 years
persons in a FY loans other security
 Shares to be allotted within 60 days holders
of receipt of application money. Sec. 71  Secured debentures = max. 10 years
Upon failure refund money within  30 years for infra companies Sec. 96 First AGM
next 15 days, else 12% interest from  No debenture trustee if pecuniary
61st day  Within 9 months from end of FY
relation - lower of 2% turnover or 50
 If Co. contravenes any other lakhs Subsequent AGM
provision, refund money within 30 Requirement of DRR  Within 6 months from end of FY
days with 12% interest
AIFI + Banks NIL  Max. gap of 15 months in 2 AGMs
 If allotted shares, return of
allotment filed within 15 days Other financial NIL  AGM in each calendar year
institutions  Extension of ≤ 3 months from RoC on
Sec. 43  Voting rights on DVR ≤ 74% of TVP Listed (not AIFI + NIL special reasons
 During 3 years no default in Banks) AGM of unlisted company at any place
financial statement, annual return, Unlisted Co. in India with consent of ALL members
not been penalised - NBFC + HFC NIL
 During 5 years no default in pref. - Others 10%
dividend, term loan, IEPF, Public issue by Listed (not AIFI + Bank)
employees’ statutory dues AND Unlisted Co. (other than NBFC +
HFC) = DRI of 15% on or before 30th April t.me/CA_Law_HarshGupta
 Company Law Limits’ Chart (Section 1 to 148) – May/ June 2021 attempt By CA Harsh Gupta

Sec. 100  EGM to be called by Board on Sec.123 Dividend shall be deposited in separate Sec. 139  Auditor is appointed till every 6th
requisition of ≥ 10% voting power scheduled bank A/c within 5 days from AGM (i.e. for 5 years)
declaration
 Board must proceed to call EGM  Rotation is applicable on
within 21 days of request and EGM Max. dividend out of reserves in case of - Listed Co.
shall be held within 45 days of inadequate profits - Unlisted Public Co.+ PSC ≥ 10 cr
requisition - Pvt. Co. + PSC ≥ 50 cr
1. Dividend ≤ Average of last 3 years’
 Else, EGM to be conducted by dividend rate - Any Co. with Loans + Public
requisitions themselves within 3 Deposits ≥ 50 cr
months of requisition 2. Amount drawn ≤ 10% (PSC + FR)
3. Losses set-off against amount drawn  Individual – 1 term of 5 years
Sec. 101  Notice of 21 clear days (excludes 4. Balance of reserves ≥ 15% PSC  Firm – 2 terms of 5 years
date of dispatch; date of meeting
& 48 hours in case of post)  Cooling-off period – 5 years
Max. interim dividend in case of loss in
 14 days’ notice in Sec. 8 Co. previous quarter  In Govt. Co., appointed by CAG within
 Shorter notice if consent of Average of last 3 years’ dividend rate 180 days starting FY
AGM ≥95% members First Auditor
EGM Sec.124  Dividend to be paid within 30 days
Is Co. having S/C?  If remaining unclaimed, transfer to  By Board within 30 days of
 Yes Majority in No. + Unclaimed Div. A/c within 7 days incorporation  else by members
95% TVP within 90 days
 If not transferred, transfer with interest
 No 95% TVP @ 12% p.a.  In Govt Co., by CAG within 60 days of
 If transferred, upload statement within incorporation  else by Board within
90 days 30 days  else by members within
Sec. 103 Quorum
 Transfer to IEPF after 7 years 60 days
 Pvt Co.  2 members
 Public Co. Casual Vacancy
Sec.127 If dividend is not paid to the shareholder
Members Quorum within 30 days, pay along with 18% p.a.  By Board within 30 days. If
≤ 1,000 5 interest resignation, approved by members
> 1,000 but ≤ 5,000 15 within 3 months
> 5,000 30 Sec.128  Books of A/c to be preserved for 8 years  In Govt Co., by CAG within 30 days
Articles may increase quorum  Can be kept at any place in India, after  else by Board within 30 days
Sec. 105  Max. 50 members, but having ≤ giving notice to RoC within 7 days
10% share capital can have 1 proxy Sec. 140 Removal of Auditor
Sec. 130 Accounts can be re-opened for 8 FYs
 Proxy form to be deposited 48 Board Resolution  CG approval within
hours before the meeting Sec. 131 Voluntary revision of financials is allowed 30 days  SR within 60 days
 Co. cannot increase 48 hours for max. 3 FYs
Resignation – Auditor shall give notice
 3 days’ Notice to be given for within 30 days
inspection of proxy forms Sec.135  CSR applicable to companies having
 Inspection period – 24 hours - Net Worth ≥ ` 500 cr; or NCLT changed auditor – Cannot be
before meeting till conclusion - Turnover ≥ ` 1,000 cr; or appointed as auditor for 5 years
- Net Profits ≥ ` 5 cr Sec. 141 Auditor disqualified
Sec. 108  E-voting mandatory for
- Listed Co.; or  Amount to be spent on CSR ≥ 2% of  Person, Relative or Partner holds
- Every Co. with ≥ 1,000 Average Net Profits for last 3 FYs security or interest in CASH or co-
members  Co. can undertake CSR activities through subsidiary
other Co./ Trust/ society having track But Relative may hold security in Co.
 Co. shall announce cut-off date record of 3 years
which shall be within max. 7 days of FV ≤ 1 lakh
before the GM Further if > 1 lakh, relative may take
Sec.136  Annual Report is circulated 21 days
 Remote e-voting to remain open corrective action in 60 days
for ≥ 3 days and to conclude at before the GM
5:00 p.m. one day before GM  14 days in case of Sec. 8 Co.  Person, Relative or Partner indebted
 Shorter period if consent of for ≥ 5 lakh in CASH or Co-subsidiary
Sec. 109  Poll to be taken within 48 hours Co. having Majority in Number +  Person, Relative or Partner has given
 Demand of Poll by S/C ≥ 95% TVP Guarantee or security for ≥ 1 lakh to
CASH or Co-subsidiary
Co. having ≥ 1/10th TVP or paid- Any other Co. ≥ 95% TVP
S/C up capital of ` 5  Audit of > 20 Co. [Exclusion – OPC,
lakh  Electronic circulation in Dormant, Small & Pvt Co. + PSC < 100
- Listed Co. or cr]
Any other ≥ 1/10th TVP
Co. - Public Co. having Sec. 143  Fraud < 1cr  Auditor to report to
o NW > ` 1 cr; and Board within 2 days
Sec. 110 OPC and Co. having ≤ 200 members o Turnover > ` 10 cr
are exempt from Postal Ballot  Fraud ≥ 1 cr  Auditor to seek reply
Sec. 137 of Board within 45 days  then
 Annual report is filed with RoC within 30 report to CG within 15 days
Sec. 111 On request of members having days of AGM or adjourned AGM or else
≥ 10% TVP; Co. shall the last due date of AGM Sec. 148 Cost Records
Give notice ≥ 6 weeks before  OPC to file within 180 days from end of Specified goods + service + Overall
of resolution meeting FY turnover ≥ 35 cr
Circulate ≥ 2 weeks before  XBRL filing mandatory for Cost Audit
statement meeting - Listed + their Indian subs.
- Co. with PSC ≥ ` 5 cr Last Regulated Non-
Sec. 115 turnover regulated
 Eligible members for Special Notice - Co. with turnover ≥ ` 100 cr
Overall ≥ 50 cr; ≥ 100 cr;
- Having ≥ 1% TVP; or - Co. covered under Ind-AS & &
- Holding shares of ` 5 lakh Banks, Insurance, NBFCs & HFCs are specified ≥ 25 cr ≥ 35 cr
 Notice to be received within 3 exempt goods +
months before GM but at least 14 service
days before GM Sec.138 Internal Audit applicable on Listed Co. and
either of following  Cost auditor appointed within 180
 Co. shall give notice to all members
7 days before GM Public Private days of commencement of FY
O/s Deposit ≥ 25 cr -  Appointed till earlier of 180 days of
Sec. 118 Minutes to be prepared within 30 PSC ≥ 50 cr - closure of FY or submission of report
days of conclusion of the meeting Loans > 100 cr > 100 cr
Turnover ≥200 cr ≥200 cr  Casual vacancy filled by Board
Sec. 119 Members entitled to get copies of within 30 days
minutes within 7 working days
 Cost auditor to submit report within
Sec. 121 Listed Public Co. to file report on AGM 180 days from closure of FY
within 30 days
 Co. shall intimate everything to CG
within 30 days

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