Company Law Limits’ Chart (Section 1 to 148) – Nov 2022 attempt By CA Harsh Gupta

Illegal Maximum 50 members Sec. 42  Private placement to maximum Sec. 71  Secured debentures = max. 10 years Sec. 96 First AGM
Association 200 persons in a FY  30 years for infra companies  Within 9 months from end of FY
Associate Significant Influence ≥ 20% TVP
Co.  Shares to be allotted within 60  No debenture trustee if pecuniary Subsequent AGM
Small Co. Private company with days of receipt of application relation - lower of 2% turnover or
money. Upon failure, refund within 50 lakhs  Within 6 months from end of FY
PSC ≤ 2 crore;
and next 15 days, else 12% interest Requirement of DRR  Max. gap of 15 months in 2 AGMs
from 61st day AIFI + Banks NIL  AGM in each calendar year
Turnover of last FY ≤ 20 crore
 If Co. contravenes any other Other financial NIL  Extension of ≤ 3 months from RoC
Govt. Co. ≥ 51% PSC held by Govt. provision, refund money within 30 institutions on special reasons
≥ 51% TVP if DVR has been days with 12% interest
Listed (not AIFI + NIL AGM of unlisted company at any
issued  If allotted shares, return of place in India with consent of ALL
Banks)
Private Co. Maximum 200 members allotment filed within 15 days members
Unlisted Co.
Subsidiary > 50% TVP; Layers ≤ 2
Sec. 43  Voting rights on DVR ≤ 74% of TVP - NBFC + HFC NIL Sec. 100  EGM to be called by Board on
 During 3 years no default in - Others 10%
requisition of ≥ 10% voting power
Sec. 3  Resident  ≥ 120 days stay in financial statement, annual return, Public issue by Listed (not AIFI +  Board must proceed to call EGM
India in preceding FY not been penalised Bank) AND Unlisted Co. (other than within 21 days of request and EGM
 If becomes member in 2 OPCs,  During 5 years no default in Pref. NBFC + HFC) = DRI of 15% on or shall be held within 45 days of
correct situation within 180 dividend, term loan, IEPF, before 30th April requisition
days employees’ statutory dues Sec.73  Deposit Repayment Reserve of 20%  Else, EGM to be conducted by
Sec. 3A If members below statutory Sec. 46 Duplicate share certificate is issued to be deposited till 30th April requisitions themselves within 3
minimum, they will be liable within Exemption for Pvt. Co. months of requisition
after 6 months  3 months  Unlisted company 1. Deposits ≤ 100% (PSC + FR+ SP)
 45 days  Listed company Sec. 101  Notice of 21 clear days (excludes
Sec. 4  Name to be reserved for 2. Start-up for 5 years date of dispatch; date of meeting
- 20 days  New name Sec. 47 Voting rights to Preference, if divided 3. Which satisfies following & 48 hours in case of post)
Extension Pay fees not paid for 2 years conditions  14 days’ notice in Sec. 8 Co.
upto ( ) - Not an associate or subsidiary
Sec. 48 Right to appeal against variation to - Borrowings from Banks, FI, Body  Shorter notice if consent of
40 days 1,000 NCLT
from before 20 corporate is lower of (twice of AGM ≥95% members
- Holders having ≥ 10% issued shares paid-up or 50 cr)
approval days of that class EGM
- No default in borrowings Is Co. having S/C?
60 days 2,000 - Appeal shall be made within 21
from before 40 days Sec.76 Eligible Co. means Public Co. having  Yes Majority in No. +
approval days – 95% TVP
60 days 3,000 Sec. 49  ≤ 25% of nominal value of share  Net Worth ≥ 100 crore; or  No 95% TVP
from before 20  Gap of 1 month between 2 calls  Turnover ≥ 500 crore
approval days  14 days’ notice
Sec. 103 Quorum
- 60 days  Change of name Sec. 53 If shares are issued at discount, to Sec. Time limit to register charge
77  Pvt Co.  2 members
 If incorporated by false refund the money with 12% interest Within 30 days normal fees  Public Co.
particulars, RoC may direct to of creation Members Quorum
change name within 3 months
Sec. 54  In a year, maximum sweat equity
shares that can be issued is higher Within 60 days additional fees ≤ 1,000 5
by OR of creation > 1,000 but ≤ 5,000 15
of the following –
Sec. 10A Declaration that subscribers - 15% of existing equity; or Further 60 ad-valorem fees > 5,000 30
have paid the money to be filed - 5 crore days Articles may increase quorum
within 180 days of incorporation
 Max. sweat equity at any time can
Sec. 12  Verification of registered be 25% of paid-up equity Sec.78  If Co. fails to register within 30 Sec. 105  Max. 50 members, but having ≤
office within 30 days of days; Charge-holder may register 10% share capital can have 1 proxy
 For start-up, max. 50% for 10 years
incorporation
 RoC shall give 14 days’ notice to Co.  Proxy form to be deposited 48
 In case of name change,  Lock-in = 3 years hours before the meeting
before registering
former name to be affixed for  Co. cannot increase 48 hours
2 years
Sec. 55  Preference shares = max. 20 years
 For infrastructure companies; Sec.82 Time limit to report satisfaction of
 Change of RoC within same charge  3 days’ Notice to be given for
state tenure can be 30 years but inspection of proxy forms
redemption option shall be given to Within 30 days normal fees
– RD approval within 30 days; ≥ 10% from 21st year onwards  Inspection period – 24 hours
of satisfaction
– Co. will file confirmation before meeting till conclusion
with RoC within next 60 Sec. 56 Time for delivery of share certificate Within 300 additional fees
days days of Sec. 108  E-voting mandatory for
Subscribers 2 months from satisfaction
– RoC to certify within 30 to MOA incorporation – Listed Co.; or
Allotment 2 months from Beyond 300 Delay to be
days
days condoned by CG – Every Co. with ≥ 1,000 members
of shares allotment
Sec. 13 Copy of SR altering MOA to be Allotment 6 months from  Co. shall announce cut-off date
filed with RoC within 30 days of allotment  RoC to give 14 days’ notice to which shall be within max. 7 days
debentures charge-holder, if form is not signed before the GM
Sec. 14 Copy of SR altering AOA to be by charge-holder
filed with RoC within 15 days Transfer 1 month of receipt  Remote e-voting to remain open
of transfer deed Sec.85 Co. to preserve register of charges for ≥ 3 days and to conclude at
permanently & instrument creating 5:00 p.m. one day before GM
Sec. 16 Rectification of name by CG charge for 8 years from the date of
Sec. 58 Notice of refusal of transfer shall be
 Suo-moto  3 months + OR sent within 30 days satisfaction Sec. 109  Poll to be taken within 48 hours
 On application of trademark Is Time for appeal by Sec.88  Index to be maintain in register if  Demand of Poll by
holder within 3 years  3 notice transferee members ≥ 50
sent Pvt. Co. Public Co. Co. ≥ 1/10th TVP or
months + OR Foreign Register having paid-up capital of
Yes 30 days 60 days
 File MGT-3 within 30 days S/C 5 lakh
Sec. 17 Members to get copies of MOA or No 60 days 90 days
AOA within 7 days On appeal, NCLT may order transfer  Copy of foreign register is sent to Any ≥ 1/10th TVP
within 10 days India within 15 days other Co.
Sec. 25 Document to be deemed as
prospectus if issue house sells Sec. 62  Rights issue to remain open for 7 to Sec.90 SBO means INDIVIDUAL holding ≥
the shares within Sec. 110 OPC and Co. having ≤ 200 members
30 days. Letter of offer is 10% beneficial interest are exempt from Postal Ballot
6 months of allotment dispatched 3 days before opening
of issue. Sec. 91 Company may close register of Sec. 111 On request of members having
Sec. 26 Prospectus to be issued within 90 (For Pvt Co. – lesser time period security-holders for maximum
days of filing with RoC ≥ 10% TVP; Co. shall
applicable where 90% members  45 days in a year; and
Sec. 31 Shelf prospectus is valid for 1 agree)  30 days at any one time Give notice ≥ 6 weeks
year from date of opening of of before meeting
first offer  In case of conversion of loan into by giving 7 days’ notice resolution
shares on Govt’s order, Co. may Circulate ≥ 2 weeks
Sec. 32 Red herring prospectus is filed appeal to NCLT within 60 days Sec.92  Annual return is certified by CS in statement before meeting
with RoC 3 days prior to opening  ESOP vesting period ≥ 1 year practices in case of
of issue
– Listed Co.; or
Sec.67 Public co. can give loan to its Sec. 115  Eligible members for Special
Sec. 39  Min. subscription  90% employees (other than directors/ – Companies having Notice
specified by SEBI (N.A. to KMP) ≤ 6 months’ salary to purchase o PSC ≥ 10 crore; or - Having ≥ 1% TVP; or
OFS) fully paid-up shares o Turnover ≥ 50 crore - Holding shares of 5 lakh
 Min. application value  Annual return is filed with RoC  Notice to be received within 3
- 5% of nominal price
Sec.68  Max. Buy-back by Board – 10% of within 60 days of AGM months before GM but at least 14
paid-up equity + free reserves
- 25% of issue price: SEBI  If no AGM, file within 60 days of days before GM
- 100% for OFS  Max. Buy-back by Members – 25% last due date of AGM
of paid-up + free reserves AND  Co. shall give notice to all members
 If Min. subscription is not max. 25% no. of equity in a FY 7 days before GM
Sec.94 Register & Annual return can be kept
received within 30 days of  Max. post buy-back Debt-Equity at any other place in India where
issue of prospectus, refund ratio – 2:1 (6:1 for Govt Co. in NBFC Sec. 117 Copy of certain resolutions &
> 1/10th members reside, after SR agreements to be filed within 30
money within 15 days from or Housing finance)
closure of issue, else 15% Time period for preservation days
 Destroy shares within 7 days
interest
 Gap of 1 year between 2 buy-backs Register of Permanently Sec. 118 Minutes to be prepared within 30
 Return of allotment to be filed  Buy-back to be completed within 1 members days of conclusion of the meeting
within 30 days from allotment year of resolution Register of other 8 years
 No further issue of same kind security holders Sec. 119 Members entitled to get copies of
Sec. 40 Rate of underwriting commission within 6 months Annual Return 8 years minutes within 7 working days
is lower of Foreign register of Permanently
 Buy-back return within 30 days members Sec. 121 Listed Public Co. to file report on AGM
 Shares: 5% of issue price or
rate in AOA Foreign register of 8 years within 30 days
Sec. 70 No buy-back if during 3 years, other security
 Debentures: 2.5% of issue default in Deposits; Dividend; Pref. holders
price or rate in AOA shares; term loans

Sec.123 Dividend shall be deposited in
separate scheduled bank A/c
within 5 days from declaration
Max. dividend out of reserves in
case of inadequate profits
1. Dividend ≤ Average of last 3
years’ dividend rate
2. Amount drawn ≤ 10% (PSC +
FR)
3. Losses set-off against amount
drawn
4. Balance of reserves ≥ 15% PSC
Max. interim dividend in case of
loss in previous quarter
Average of last 3 years’ dividend
rate
Sec.124  Dividend to be paid within 30
days
 If remaining unclaimed,
transfer to Unclaimed Div. A/c
within 7 days
 If not transferred, transfer
with interest @ 12% p.a.
 If transferred, upload
statement within 90 days
 Transfer to IEPF after 7 years
Sec.127 If dividend is not paid to the
shareholder within 30 days, pay
along with 18% p.a. interest
Sec.128  Books of A/c to be preserved for
8 years
 Can be kept at any place in
India, after giving notice to RoC
within 7 days
Sec.129A  Copy of periodical financial
statements to be filed within
30 days
Sec. 130 Accounts can be re-opened for 8
FYs
Sec. 131 Voluntary revision of financials is
allowed for max. 3 FYs
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Company Law Limits’ Chart (Section 1 to 148) – Nov 2022 attempt By CA Harsh Gupta
Sec.135  CSR applicable to companies Sec.136  Annual Report is circulated 21 Sec. 140 Removal of Auditor
having days before the GM Board Resolution  CG approval
– Net Worth ≥ 500 cr; or  14 days in case of Sec. 8 Co. within 30 days  SR within 60 days
 Shorter period if consent of
– Turnover ≥ 1,000 cr; or Resignation – Auditor shall give
Co. having Majority in
– Net Profits ≥ 5 cr notice within 30 days
S/C Number +
in the preceding FY ≥ 95% TVP NCLT changed auditor – Cannot be
CSR Committee Any other ≥ 95% TVP appointed as auditor for 5 years
 CSR Committee to have ≥ 3 Co.
directors out of which atleast 1 Sec. 141 Auditor disqualified
should be ID.  Electronic circulation in  Person, Relative or Partner holds
– Listed Co. or
 If no ID is required, Committee to security or interest in CASH or co-
have ≥ 2 directors – Public Co. having subsidiary
 No requirement of CSR Committee o NW > 1 cr; and But Relative may hold security in
if amount to be spent on CSR ≤ Co. of FV ≤ 1 lakh
o Turnover > 10 cr
50 lakh Further if > 1 lakh, relative may
Sec.  Annual report is filed with RoC take corrective action in 60 days
CSR Expenditure
137 within 30 days of AGM or
 Amount to be spent on CSR ≥ 2%
of Average Net Profits for last 3 adjourned AGM or else the last due  Person, Relative or Partner
date of AGM indebted for ≥ 5 lakh in CASH or
FYs or where incorporated since
Co-subsidiary
less than 3 years, during such  OPC to file within 180 days from
FYs) end of FY  Person, Relative or Partner has
 Transfer Unspent amount on CSR given Guarantee or security for ≥ 1
 XBRL filing mandatory for lakh to CASH or Co-subsidiary
to Schedule VII fund within 6
months from end of FY – Listed + their Indian subs.
 Audit of > 20 Co. [Exclusion – OPC,
 CSR pursuant to ongoing project – Co. with PSC ≥ 5 cr Dormant, Small & Pvt Co. + PSC <
 transfer unspent amount to – Co. with turnover ≥ 100 cr 100 cr]
UNSPENT CSR A/C within 30 – Co. covered under Ind-AS
days from end of FY Sec. 143  Fraud < 1cr  Auditor to report to
 to be utilised within next 3 FYs
Banks, Insurance, NBFCs & HFCs Board within 2 days
are exempt
 failing which transfer to  Fraud ≥ 1 cr  Auditor to seek
Schedule VII fund within 30 Sec.138 Internal Audit applicable on Listed reply of Board within 45 days 
days from end of 3rd FY Co. and either of following then report to CG within 15 days
 Co. can undertake CSR activities
through other Co./ Trust/ society Public Private Sec. 148 Cost Records
O/s Deposit ≥ 25 - Specified goods + service + Overall
having track record of 3 years
cr turnover ≥ 35 cr
 Administrative overheads ≤ 5% of PSC ≥ 50 -
total CSR expenditure
cr Cost Audit
 Set-off of excess CSR expenditure Borrowings > 100 > 100
to be allowed up to 3 FYs cr cr Last Regulated Non-
Turnover ≥200 ≥200 turnover regulated
CSR Reporting Overall ≥ 50 cr; ≥ 100 cr;
cr cr
 If average CSR obligation in 3 FYs & &
≥ specified ≥ 25 cr ≥ 35 cr
10 crore, Impact assessment to goods +
Sec.  Auditor is appointed till every 6th service
be done for CSR projects, 139 AGM (i.e. for 5 years)
completed not less than 1 year
before, having outlay of ≥ 1 crore  Rotation is applicable on  Cost auditor appointed within 180
– Listed Co.
 Expenditure on Impact days of commencement of FY
assessment can be treated as CSR – Unlisted Public Co.+ PSC ≥ 10 cr  Appointed till earlier of 180 days of
expense upto the lower of 5% of
– Pvt. Co. + PSC ≥ 50 cr closure of FY or submission of
total CSR expense or 50 lakh report
– Any Co. with Loans + Public
Deposits ≥ 50 cr  Casual vacancy filled by Board
within 30 days
 Individual – 1 term of 5 years
 Cost auditor to submit report
 Firm – 2 terms of 5 years within 180 days from closure of FY
 Cooling-off period – 5 years  Co. shall intimate everything to CG
within 30 days
 In Govt. Co., appointed by CAG
within 180 days starting FY
First Auditor
 By Board within 30 days of
incorporation  else by members
within 90 days
 In Govt Co., by CAG within 60 days
of incorporation  else by Board
within 30 days  else by
members within 60 days
Casual Vacancy
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 By Board within 30 days. If
resignation, approved by members our Telegram Channel
within 3 months
 In Govt Co., by CAG within 30 days
 else by Board within 30 days t.me/CA_Law_HarshGupta