Company Law

Abbreviations
Acceptance of Deposits [Ch. V]
Accounts of companies [Ch. IX]
Accounts of companies [Ch. IX]
- Accounts of companies [S. 128]
- Financial Statements [Ss. 129, 132, 133]
- National Financial Reporting Authority [S. 132]
- Reopening of FS & Voluntary revision of FS/BoD’s report [Ss. 130, 131]
Appointment and Remuneration to Managerial Personnel [Ch. XIII]
Appointment and Remuneration to Managerial Personnel [Ch. XIII]
- Appointment of managerial personnel: Applicable to all Cos including Private Cos
- Remuneration to managerial personnel
Appointment and qualification of directors [Ch. XI]
Appointment and qualification of directors [Ch. XI]
- Corporate Governance under Co Act 2013
- Directors KYC [R.12A]
- No. of Directorships [S. 165]
- Procedure for obtaining DIN [S. 153, R.9]
- Vacation of office of Director [S. 167]
Audit and Auditors [Ch. X]
Buy-back of Securities
Corporate Social Responsibility [S. 135]
Declaration and Payment of Dividend [Ch. IX]
Exemptions to a private company under the Companies Act 2013 - at a glance
Incorporation of company [Ch. II]
Incorporation of company [Ch. II]
- Filing of e-form ACTIVE (Active Company Tagging Identities and Verification) i.e. Form INC-22A
- Procedure for Incorporation of a NewCo
- Requirements
Management and Administration [Ch. VII]
Management and Administration [Ch. VII]
- e-voting [S. 108, R.20]
- General Meetings
- Minutes [S. 118]
- Ordinary & Special Resolution [S. 114]
- Postal Ballot [S. 110, R. 22]
- Resolutions requiring special notice [S. 115]
- Significant Beneficial Owners [‘SBO’] [Ss. 89, 90, Co (SBO) Rules]
Miscellaneous
Miscellaneous
- Conversion of entities into Co [Ch. XXI, Part I]
- Dormant Co [S. 455]
- MSME disclosures
- Registered valuer [Ch. XVII]
- Removal of names of Companies from the Register of Companies i.e. Strike off [Ch. XVIII]
Powers of the Board [Ch. XII]
Powers of the Board [Ch. XII]
- Disclosure of Interest by Director [S. 184]
- Loan and Investment by Co [S. 186]
- Loan to Directors, etc. [S.185]
- Powers of the Board [Ss. 179, 180]
- Related Party Transactions [S. 188]
Registration of charges [Ch. VI]
Share capital, Debentures and Issue of securities [Ch. III, IV]
Share capital, Debentures and Issue of securities [Ch. III, IV]
- Application of premium received on issue of shares [S. 52]
- Debentures [S. 71]
- Dematerialisation of securities [R.9, 9A]
- Issue and Redemption of Preference Shares [S. 55]
- Issue of Sweat Equity Shares [S. 54]
- Kinds of share capital [S. 43] and their voting rights [S. 47(1)]
- Power to purchase its own shares (i.e. buy-back of securities) [S. 68, R. 17]
- Private Placement vis-à-vis Preferential Offer
- Private Placement [S. 42, R.14]
- Prohibition on Issue of shares at Discount [S. 53]
- Publication of Authorised, Subscribed and paid-up capital [S. 60]
- Reduction of share capital [S. 66]
- Restrictions on purchase by the Co or giving of loans by it for purchase of its shares [S. 67]
- Types of Issue of Securities – an overview
Some of the key SEBI compliances for listed entities
Some of the key SEBI compliances for listed entities
- Corporate Governance under LODR [Ch. III of LODR]
- Illustrative Compliance calendar under LODR for Entities which has listed its specified securities
- Publishing Quarterly/Half Yearly/Annual Results by Listed Companies under LODR
Tables
Tables
- Contents of BoD report [S. 134(3), (3A), (5) & R.8, 8A]
- Criteria under the Co Act 2013 triggering certain compliances – At a Glance
- e Forms to be filed with RoC under Co Act 2013
- Fees to be paid to Registrar of Companies
- Illustrative list of matters requiring Special Resolution as per Co Act 2013
- Illustrative list of punishment for non-compliance/default under Co Act 2013
- Illustrative list of Statutory Registers and other records to be prepared or maintained under Co Act 2013
Types of companies [Ch. I]

Loan and Investment by Co [S. 186]

Layers of subsidiaries – effective

20-Sep-2017

[S. 186(1), & Cos (Restriction on number of layers) Rules]

A Co shall not make investment through > 2 layers of investment Cos
- For computing the number of layers, one layer consisting of one or more WOS/s shall not be taken into account
  Exception: provisions not applicable to:
- a Co acquiring any other company incorporated in a country outside India if such other company has investment subsidiaries beyond two layers as per the laws of such country;
- a Sub Co from having any investment subsidiary for the purposes of meeting the requirements under any law or under any rule or regulation framed under any law for the time being in force;
- A banking Co as defined in S. 5(c) of the Banking Regulation Act, 1949;
- NBFC as defined in S. 45-I (f) of the RBI Act 1934 registered with RBI and considered as (Systematically Important) SI-NBFC by the RBI;
- an insurance Co which carries on the business of insurance in accordance with the Insurance Act, 1938 and IRDA Act, 1999;
- A Govt. Co referred to S. 2(45) of the Co Act, 2013.
Every Co existing on 20-Sep-2017, having more than 2 layers of investment Sub Cos as mentioned above were required to:-
- File a return in Form CRL1 disclosing the details specified therein within 150 days;
- Shall not have any additional layer of subsidiaries over and above the layers existing on 20-Sep-2017;
- in case one or more layers are reduced by it subsequent to 20-Sep-2017, shall not have the number of layers beyond the number of layers it has after such reduction or maximum layers allowed as mentioned above, whichever is more.
Provisions of the Rules shall not be in derogation of the proviso to S. 186 (1) of Co
Act, 2013.

Ceiling on Loan /guarantee/security/investment

[S. 186(2), (3)]

A Co may directly or indirectly
give any loan to any ³⁰person or other body corporate	give any guarantee/provide security in connection with a loan to any other body corporate or ³⁰person	acquire by way of subscription, purchase or otherwise, the securities of any other body corporate

Up to the higher of following –

60% (paid-up share capital + free reserves + securities premium)
100% (free reserves + securities premium)

Loans/investment/guarantee/security to or in all other bodies corporate exceeding the above ceiling➔ with Prior Spl Reso

Exception:

loan/guarantee/security given/provided by a Co to its WOS/a JV Co,/
acquisition made by a Hold Co, by way of subscription, purchase or otherwise of, the securities of its WOS

Approvals of BoD, PFIs

[S. 186(5)]

By a resolution sanctioning it is passed at a meeting of BoD with the consent of all the directors present at the meeting (i.e. Unanimous BR at BM)
prior approval of the concerned PFIs where any term loan is subsisting (i.e., default in repayment of loan installments/payment of interest thereon as per the terms and conditions), in case of loans/investment/guarantee/security requiring Prior Spl Reso as mentioned above

Restrictions on

[S. 186(6), (8) & R. 11]

Type of entity

Restriction on

A SEBI intermediary Co registered with SEBI u/s. 12 of SEBI Act➔

taking inter-corporate loan or deposits exceeding the limit specified under the relevant SEBI regulations applicable to such Co

A Co in default in the repayment of any deposits accepted before or after the commencement of the Co Act, 2013/in payment of interest thereon➔

give any loan/guarantee/any security or make an acquisition

till such default is subsisting

Rate of interest

[S. 186(7)]

NOT lower than the prevailing yield of 1/3/5/10 year Govt. Security closest to the tenor of the loan

Disclosure in FS

[S. 186(4)]

full particulars of the loans/investment/guarantee/security given or provided
purpose for which the loan/guarantee/security is proposed to be utilised by the recipientthereof

Non-applicability ³¹

[S. 186(11)]

any loan made/guarantee given/security provided/investment made by ➔	a banking Co/ an insurance Co/a HFC in the ordinary course of its business, or a Co established with the object of and engaged in the business of financing industrial enterprises, or of providing infrastructural facilities
any investment➔	made by an investment Co made in shares allotted pursuant to S. 62(1)(a):- rights issue made by a Co/body corporate made, in respect of investment or lending activities, by a NBFC registered under Ch. III-B of the RBI Act, 1934 and whose principal business is acquisition of securities

Register

[S. 186(9), (10) & R. 12]

in Form MBP 2
to be kept at the registered office of the Co
to be preserved permanently
shall be open to inspection