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]

Fees to be paid to Registrar of Companies

(A) Company having share capital

Registration of New Co/conversion of any entity into a Co/increase in authorized share capital:

Nominal (Authorised) share capital		*Registration fees for OPC & Small Co (to be rounded up to ‘000)**		Registration fees for Other Co (to be rounded up to ‘000)
Nominal (Authorised) share capital		Registration of New Co/conversion of any entity into a Co	#Increase in authorized share capital	Registration of New Co/conversion of any entity into a Co	#Increase in authorized share capital
	≤ ₹ 1 lakh	Nil	₹ 2,000	Nil	₹ 5,000
> ₹ 1 lakh	≤ ₹ 5 lakh	Nil	₹ 2,000	Nil	₹ 5,000 + [0.04 * (Proposed Auth ShCap - ₹ 1 lakh)]
> ₹ 5 lakh	≤ ⁴¹₹ 10 lakh	Nil	₹ 2,000	Nil	₹ 21,000 + [0.03 * (Proposed Auth ShCap - ₹ 5 lakh)]
> ₹ 10 lakh	≤ ₹ 50 lakh	₹ 2,000 + [0.02 * (Proposed Auth ShCap – ₹ 10 lakh)]		₹ 36,000 + [0.03 * (Proposed Auth ShCap - ₹ 10 lakh)]	₹ 21,000 + [0.03 * (Proposed Auth ShCap - ₹ 5 lakh)]
> ₹ 50 lakh	≤ ₹ 100 lakh	NA		₹ 156,000 + [0.01 * (Proposed Auth ShCap - ₹ 50 lakh)]
> ₹ 100 lakh		NA		₹ 206,000 + [0.0075 * (Proposed Auth ShCap - ₹ 100 lakh)]
		* Applicable if it remains such a Co for NOT < 1 year from its incorporation		Any fee other than ₹ 36,000 is additional fees	Any fee other than ₹ 5,000 is additional fees
				Maximum additional fees payable = ₹ 250 lakh
		# applicable for revised capital in accordance with S. 233(11) (after setting off fee paid by the transferor Co on its authorised capital prior to its merger/amalgamation with the transferee Co

Filing fees incl. Additional fees in respect of various forms:

(incl. intimation to RoC/other officer/authority u/s 159, Notice of Appt of Auditor/Secretarial Auditor/Cost Auditor, filing revised FS or BoD report u/s. 130 and 131 of the Co Act, 2013)

(other than those for which additional fees are separately specified – given subsequently)

Nominal (Authorised) share capital		Normal filing fees	Delay in No. of Days➔	0 to 15		> 15 to 30	>30 to 60	> 60 to 90	> 90 to 180	> 180
			↑➔➔⁴²Additional filing fees = No. of times Normal filing fees [‘NFF’]	S. 139, 157	Other forms	> 15 to 30	>30 to 60	> 60 to 90	> 90 to 180	> 180
				1 time NFF	2 times NFF	2 times NFF	4 times NFF	6 times NFF	10 times NFF	12 times NFF
	≤ ₹ 1 lakh	200		200	400	400	800	1200	2000	2400
> ₹ 1 lakh	≤ ₹ 5 lakh	300		300	600	600	1200	1800	3000	3600
> ₹ 5 lakh	≤ ₹ 25 lakh	400		400	800	800	1600	2400	4000	4800
> ₹ 25 lakh	≤ ₹ 100 lakh	500		500	1000	1000	2000	3000	5000	6000
> ₹ 100 lakh		600		600	1200	1200	2400	3600	6000	7200

In case of Co to be incorporated with effect from 26-01-2018 with a nominal capital which does not > ₹ 10 lakh, fee shall not be payable.

⁴²Additional Filing fees in respect of certain forms:

For increase in authorised capital

(also applicable in case of delay in filing application with RoC
u/s. 233(11) by the Transferee Co indicating revised capital)

Delay:	Additional fees as a % on the fees payable mentioned at I above
Up to 6 months	2.5% per month
Beyond 6 months	3% per month

For filing FS, having due date u/s. 137 (i.e., 30 days of AGM) after 30-06-2018

₹100 per day

For filing AR, having due date u/s. 92 (i.e., 60 days of AGM) after 30-06-2018

₹100 per day

Period of delay	charges created/modified BEFORE 2-Nov-2018 filed within 300 days of creation OR 6 months from 2-Nov-2018 (i.e., 1-May-2019)	charges created/modified AFTER 2-Nov-2018
⁴³For creation or modification of Charge
		UP TO 31-Jul-2019	AFTER 31-Jul-2019
			Small Cos and OPCs	Other Cos
≤ 30 days	2 times NFF	2 times NFF	3 times NFF	6 times NFF
> 30 days, ≤ 60 days	4 times NFF	4 times NFF	3 times NFF + an ad valorem fee @ 0.025 % of the amount secured by the charge - maximum ₹ 1 lakh	6 times NFF+ an ad valorem fee @ 0.05 % of the amount secured by the charge - maximum ₹ 5 lakh
> 60 days, ≤ 90 days	6 times NFF	6 times NFF
> 90 days, ≤ 180 days	10 times NFF	Not applicable
> 180 days	12 times NFF	Not applicable

(B) Company NOT having share capital

Registration of New Co/conversion of any entity into a Co/increase in no. of members:

No. of members		Registration fees for Registration of New Co/conversion of any entity into a Co/increase in no. of members
	≤ 20	Nil
> 20	≤ 200	₹ 5,000
> 200	NOT Unlimited	₹ 5,000 + [₹ 10 * (Proposed no. of members -200)]
Unlimited		₹ 10,000
		Maximum Registration fees payable = ₹10,000

Filing fees incl. Additional fees in respect of various forms:

(incl. intimation to RoC/other officer/authority u/s. 159, Notice of Appt of Auditor/Secretarial Auditor/Cost Auditor, filing revised FS or BoD report u/s. 130 and 131 of the Co Act 2013)

(other than those for which additional fees are separately specified – given subsequently)

Normal filing fees	Delay in No. of Days ➔	0 to 15	> 15 to 30	>30 to 60	> 60 to 90	> 90 to 180	> 180
↑➔➔ ⁴²Additional filing fees = No. of times Normal filing fees [‘NFF’]	S. 139, 157	Other forms
1 time NFF	2 times NFF	2 times NFF	4 times NFF	6 times NFF	10 times NFF	12 times NFF
200	200	400	400	800	1200	2000	2400

Normal filing fees

Delay in No. of Days ➔

0 to 15

> 15 to 30

>30 to 60

> 60 to 90

> 90 to 180

> 180

↑➔➔

⁴²Additional filing fees = No. of times Normal filing fees [‘NFF’]

S. 139, 157

Other forms

1 time NFF

2 times NFF

4 times NFF

6 times NFF

10 times NFF

12 times NFF

200

400

800

1200

2000

2400

⁴²Additional Filing fees in respect of certain forms:

For filing FS, having due date u/s. 137 (i.e., 30 days of AGM) after 30-06-2018	₹ 100 per day
For filing AR, having due date u/s. 92 (i.e,. 60 days of AGM) after 30-06-2018	₹ 100 per day

Period of delay	charges created/modified BEFORE 2-Nov-2018 filed within 300 days of creation OR 6 months from 2-Nov-2018 (i.e. 1-May-2019)	charges created/modified AFTER 2-Nov-2018
⁴³For creation or modification of Charge
		UP TO 31-Jul-2019	AFTER 31-Jul-2019
			Small Cos and OPCs	Other Cos
≤ 30 days	2 times NFF	2 times NFF	3 times NFF	6 times NFF
> 30 days, ≤ 60 days	4 times NFF	4 times NFF	3 times NFF + an ad valorem fee @ 0.025 % of the amount secured by the charge - maximum ₹ 1 lakh	6 times NFF+ an ad valorem fee @ 0.05 % of the amount secured by the charge - maximum ₹ 5 lakh
> 60 days, ≤ 90 days	6 times NFF	6 times NFF
> 90 days, ≤ 180 days	10 times NFF	Not applicable
> 180 days	12 times NFF	Not applicable

(C) Applicable to both types of Co – whether having share capital or not

Fee on Applications (including Appeal) made to CG u/s. 459(2) of the Co Act 2013

(incl. Application made to RD (incl. appeal)/RoC (except specifically stated elsewhere)

Sr. No.	Application made		Fees
1.	By a Co having Share Capital #		Fees
	Nominal (Authorised) share capital		for OPC & Small Co	for Other Co
		≤ ₹ 25 lakh	₹ 1,000	₹ 2,000
	> ₹ 25 lakh	≤ ₹ 50 lakh	₹ 2,500	₹ 5,000
	> ₹ 50 lakh	≤ ₹ 500 lakh	Not applicable	₹ 10,000
	> ₹ 500 lakh	≤ ₹ 1000 lakh	Not applicable	₹ 15,000
	> ₹ 1000 lakh		Not applicable	₹ 20,000
2.	By a Co limited by Guarantee but NOT having Share Capital #			₹ 2,000
3.	By an Association or proposed Co for issue of license u/s. 8			₹ 2,000
4.	By a Co having valid license u/s. 8			₹ 2,000
5.	By a foreign Co			₹ 5,000
6.	For allotment of DIN u/s. 153		₹ 500	₹ 500
7.	For surrender of DIN u/r .11(f)		₹ 1,000	₹ 1,000
8.	For reservation of name u/s. 4(4)		₹ 1,000

# Annual fee payable by a Dormant Co u/s. 455 are same

(D) Other fees

Particulars	Fees
For Inspection u/s. 399(1)(a)	₹ 100
For certified copies of documents kept by RoC u/s. 399(1)(b)
copy of Certificate of Incorporation	₹ 100
copy or extract of other documents including hard copy of such document on computer readable media	₹ 25 per page
For Registration of documents u/s. 385 (by Co incorporated outside India)	₹ 6,000 per document
For Removal of name of Co u/s. 248(2)	₹ ⁴⁴10,000
⁴⁵For filing e- Form DIR-3 KYC u/r. 12A of Co (Appt & Qual of Dir) Rules	Within due date i.e. till 30th September ➔ Nil	on or after 06-10-2018➔ ₹5,000
For Delay in filing e- Form INC 22A u/r. 25A of Co (Incorp) Rules	Within due date (15-06-2019) ➔ Nil	Delay ➔ ₹ 10,000