Company Law
- Abbreviations
- Acceptance of Deposits [Ch. V]
- Accounts of companies [Ch. IX]
- Appointment and Remuneration to Managerial Personnel [Ch. XIII]
- Appointment and qualification of directors [Ch. XI]
- 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]
- Management and Administration [Ch. VII]
- Miscellaneous
- Powers of the Board [Ch. XII]
- Registration of charges [Ch. VI]
- 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
- Conditions to be complied with upon resignation of the statutory auditor of a listed entity / material subsidiary w.r.t. limited review / audit report [SEBI CIRCULAR CIR/CFD/CMD1/114/2019 dated 18-Oct-2019]
- 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
- 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]
Corporate Governance under Co Act 2013
(A) Composition of the Board of Directors [Ss. 149, 151]
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Particulars |
Applicability to: |
Requirement / provision |
|---|---|---|
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Minimum number of directors |
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Maximum number of directors |
Every Co |
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Director resident in India ≥ 182 days in the FY {Please also refer Special measures incl. Key CoVID 19 effects} |
Every Co |
At least 1 director |
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Independent Directors # (To be selected from a data bank of persons who are eligible and willing to act as ID, maintained by IICA) |
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If a Co ceases to fulfill any of the above three conditions for 3 consecutive years ⟶ not required to comply with the provisions until such time it meets any of such conditions |
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Woman Director # |
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1 or more director
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Small SH [holding shares of nominal value of < ₹ 20,000] Director |
Every Listed Co |
May appoint 1 or more such director:
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# Intermittent vacancy to be filled up by BoD at the earliest but not later than:
- immediate next BM, or
- 3 months from the date of such vacancy,
whichever is later.
[Note: This provision w.r.t. ID is in conflict with provision VI (2) of Sch IV of Co Act 2013]
(B) Board Committees [Ss. 177, 178]
|
Particulars |
Audit committee |
Nomination and Remuneration Committee |
Stakeholders Relationship Committee |
|---|---|---|---|
|
Governing Section |
Section 177 |
Section 178 |
Section 178 |
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Entities required to form such committee |
Every Listed Public Co, and |
A Co which consists of > 1000 SH, debenture-holders, deposit-holders and any other security holders at any time during a FY |
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Public Cos having:
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Composition |
Minimum 3 directors with IDs forming a majority |
> 3 NEDs out of which not <½ to be IDs |
a chairperson who shall be a NED and such other members as may be decided by the BoD |
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majority of members including the Chairperson are required to be persons with ability to read and understand, the financial statement |
While the chairperson of the company (whether ED or NED) may be appointed as a member of the NRC but he cannot chair such Committee |
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Terms of Reference |
to be specified in writing by the BoD (see Note 1 below) |
See Note 2 below for the requirements |
to consider and resolve the grievances of security holders of the Co |
Note 1 - The terms of reference of the AC should include:
- the recommendation for appointment, remuneration and terms of appointment of auditors of the Co
- review and monitor the auditor’s independence and performance, and effectiveness of audit process
- examination of the FS and the auditors’ report thereon
- approval or any subsequent modification of transactions of the Co with related parties
- scrutiny of inter-corporate loans and investments
- valuation of undertakings or assets of the Co, wherever it is necessary
- evaluation of internal financial controls and risk management systems
- monitoring the end use of funds raised through public offers and related matters
Note 2 - The NRC is required to:
- identify the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the BoD their appointment and removal and shall carry out evaluation of every director’s performance
- formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the BoD a policy, relating to the remuneration for the directors, KMP and other employees
- ensure that -
- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Co successfully
- relationship of remuneration to performance is clear and meets appropriate performance benchmarks
- remuneration to directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Co and its goals
(C) ID Data bank [S. 150, R.6 of Co (DIR) Rules, Co (ID Data bank) Rules]
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1. |
Responsibility for Creation and maintenance of ID Data bank [R.2(1)(b) of Co (ID Data bank) Rules] |
Indian Institute of Corporate Affairs, notified u/s 150 |
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2. |
Application by a person eligible and willing to be appointed as an ID for inclusion in ID Data bank [R.6(1) of Co (DIR) Rules] {Please also refer Special measures incl. Key CoVID 19 effects} |
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3. |
Renewal by a person eligible and willing to be appointed as an ID [R.6(1) of Co (DIR) Rules] |
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4. |
Online proficiency self-assessment test [R.6(4) of Co (DIR) Rules] |
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5. |
Exemption from Online proficiency self-assessment test [R.6(4) of Co (DIR) Rules] |
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6. |
ID Data bank info to Co [R.3(3)& (4) of Co (ID Data bank) Rules] |
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7. |
Disclaimer [R.3(6) of Co (ID Data bank) Rules] |
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8. |
Fees by IICA [R.3(7) of Co (ID Data bank) Rules] |
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9. |
Changes in the particulars in ID Data bank [R.3(5) of Co (ID Data bank) Rules] |
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10. |
Duties of IICA [R.4(1) of Co (ID Data bank) Rules] |
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11. |
Daily updates on ID Data bank [R.4(2) of Co (ID Databank) Rules] |
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12. |
Panel [R.5 of Co (ID Data bank) Rules] |
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