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Limits Chart For Nov 2023
Limits Chart For Nov 2023
Limits Chart For Nov 2023
Illegal Maximum 50 members Sec. 42 Private Placement to maximum 200 Sec. 71 Secured debentures = max. 10 years Sec. 96 First AGM
Association persons in a FY 30 years for infra companies Within 9 months from end of FY
No debenture trustee if pecuniary Subsequent AGM
Associate Co. Significant influence ≥ 20% TVP Shares to be allotted within 60 days of
relation – lower of 2% turnover or Within 6 months from end of FY
Small Co. Private company with receipt of application money. Upon failure, 50 lakhs Max. gap of 15 months in 2 AGMs
PSC ≤ 4 crore refund within next 15 days, else 12% Requirement of DRR AGM in each calendar year
and interest from 61st day AIFI + Banks NIL Extension of ≤ 3 months from
If Co. contravenes any other provision, Other financial NIL ROC for special reasons
Turnover of Last FY ≤ 40 crore
refund money within 30 days with 12% institutions AGM of unlisted company at any
Govt. Co. ≥ 51% PSC is held by Govt. Listed (Not AIFI NIL place in India with consent of ALL
interest
≥ 51% TVP, if DVR is issued + Banks) members
If allotted shares, return of allotment filed Unlisted Co.
Private Co. Maximum 200 members Sec. 100 EGM to be called by Board on
within 15 days - NBFC + HFC NIL
requisition of ≥ 10% TVP
Subsidiary > 50% TVP; Layers ≤ 2 - Others 10%
Sec. 43 Voting rights on DVR ≤ 74% of TVP Board must proceed to call EGM
Sec. 3 Resident ≥ 120 days in India in Public issue by Listed (Not AIFI + within 21 days & EGM shall be
During 3 years, no default in financial
preceding FY Bank) & Unlisted Co. (other than conducted within 45 days
statement, annual return, not been NBFC + HFC) = DRI of 15% on or Else, EGM to be conducted by
If become member in 2 OPCs,
penalised before 30th April requisitionists themselves within
correct situation within 180 days 3 months of requisition
During 5 years no default in Pref. dividend, Sec. 73 Deposit Repayment Reserve of 20% to
Sec. 3A If members below statutory minimum, term loan, IEPF, employees’ statutory dues be deposited by 30th April Notice of 21 clear days (excludes
Sec. 101
they will be liable after 6 months Exemption for Pvt. Co. date of dispatch, date of meeting
Sec. 46 Duplicate share certificate is issued within 1. Deposit ≤ 100% (PSC + FR + SP) & 48 hours in case of post)
Sec. 4 Name to be reserved for 2. Start-up for 5 years
3 months Unlisted company 14 days’ notice in Sec. 8 Co.
- 20 days New Name 3. Which satisfies the following Shorter notice if consent of
45 days Listed company
Extension Pay Fees ( ) conditions
AGM ≥95%
Sec. 47 Voting rights to Preference, if dividend not - Not an associate or subsidiary
upto members
paid for 2 years - Borrowings from Banks, FI,
40 days from 1,000 before 20 Body corporate is lower of EGM
(twice of PSC or 50 crore) Is Co. having S/C?
approval days Sec. 48 Right of appeal against variation to NCLT
- No default in borrowings Yes Majority in
60 days from 2,000 before 40 Holders having ≥ 10% issued shares of that No. + 95%
approval days class Sec. 76 Eligible Co. means Public Co. having TVP
60 days from 3,000 before 20 Appeal shall be made within 21 days Net worth ≥ 100 crore; or No 95% TVP
approval days Turnover ≥ 500 crore
Sec. 49 Call ≤ 25% of nominal value of shares Sec. 103 Quorum
Sec. 77 Time limit to register charge
- 60 days Change of Name Gap of ≥ 1 month between 2 calls Pvt. Co. 2 members
Within 30 days Normal fees
If incorporated by false particulars, 14 days’ notice Public Co.
of creation
ROC may direct to change name Sec. 53 If shares are issued at discount, refund the Members Quorum
Within 60 days Additional fees ≤ 1,000 5
within 3 months by OR money with 12% interest
of creation > 1,000 but ≤ 15
Sec. 10A Declaration that subscribers have paid Sec. 54 In a year, maximum sweat equity shares 5,000
Further 60 days Ad-valorem
that can be issued is higher of the > 5,000 30
the money to be filed within 180 days fees
following
of incorporation - 15% of existing equity; or AOA may increase quorum
5 crore Sec. 78 If company fails to register within Max. 50 members, but having ≤
Sec. 12 Verification of registered office - Sec. 105
Max. sweat equity at any time can be 25% 30 days, charge-holder may register 10% PSC can have 1 proxy
within 30 days of incorporation
of paid-up equity ROC shall give 14 days’ notice to Co. Proxy form to be deposited 48
In case of name change, former For start-up, max. 50% for 10 years hours before the meeting
before registering
name to be affixed for 2 years Lock in = 3 years Co. cannot increase 48 hours
Change of ROC within same state Sec. 82 Time limit to report satisfaction 3 days’ notice to be given for
Sec. 55 Preference shares = max. 20 years
Within 30 days Normal fees inspection of proxy forms
- RD approval within 30 days; For infrastructure companies; tenure can
of creation Inspection period – 24 hours
- Co. will file confirmation with be 30 years but redemption option shall be before meeting till conclusion
Within 300 Additional fees
ROC within next 60 days given to ≥ 10% from 21st year onwards days of creation Sec. 108 E-voting mandatory for
- ROC to clarify within 30 days Beyond 300 Delay to be - Listed Co.; or
Sec. 56 Time for delivery of share certificate days condoned by - Every Co. with ≥ 1,000
Sec. 13 Copy of SR altering MOA to be filed CG members
Subscribers to 2 months from
with ROC within 30 days MOA incorporation Co. shall announce cut-off date
ROC shall give 14 days’ notice to which shall be within max. 7 days
Sec. 14 Copy of SR altering AOA to be filed Allotment of 2 months from
shares allotment charge-holder, if form is not signed by before the GM
with ROC within 15 days Remote e-voting to remain open
Allotment of 6 months from charge-holder
Sec. 16 Rectification of Name by CG debentures allotment for ≥ 3 days and to conclude at
Sec. 85 Co. to preserve register of charges 5:00 P.M. one day before GM
Suo-moto 3 months + OR Transfer 1 month of receipt
of transfer deed permanently & instrument creating
On application of trademark holder Sec. 109 Poll to be taken within 48 hours
charge for 8 years from the date of
within 3 years 3 months + OR Demand of Poll by
Sec. 58 Notice of refusal of transfer shall be sent satisfaction
Co. having ≥ 1/10th TVP
Sec. 17 Members to get copies of MOA or AOA within 30 days Sec. 88 Index to be maintained in register if
S/C or PSC of
within 7 days Time for appeal by members ≥ 50
Is notice 5 lakh
Sec. 25 Document to be deemed as prospectus transferee Foreign Register
sent? Any other ≥ 1/10th TVP
Pvt. Co. Public Co.
if issue house sells the shares within File MGT-3 within 30 days
Yes 30 days 60 days Co.
6 months of allotment Copy of foreign register is sent to
No 60 days 90 days
India within 15 days Sec. 110 OPC & Co. having ≤ 200 members
Sec. 26 Prospectus to be issued within 90 On appeal, NCLT may order transfer within
days of filing with ROC Sec. 90 SBO means INDIVIDUAL holding ≥ are exempt from Postal Ballot
10 days
10% of beneficial interest Sec. 111 On request of members having ≥
Sec. 31 Shelf prospectus is valid for 1 year
Sec. 62 Rights issue to remain open for 7 to 30 10% TVP, Co. shall
from the date of opening of first offer days. Letter of offer is dispatched 3 days Sec. 91 Company may close register of
before opening of issue security-holders for maximum Give notice ≥ 6 weeks
Sec. 32 Red herring prospectus is filed with
(For Pvt. Co. – lesser time period is 45 days in a year; and of resolution before
ROC within 3 days prior to opening of
applicable where 90% members agree) 30 days at any one time meeting
issue In case of conversion of loan into shares
by giving 7 days’ notice Circulate ≥ 2 weeks
Sec. 39 Min. subscription 90% specified on Govt.’s order, Co. may appeal to NCLT
within 60 days Sec. 92 Annual return is certified by CS in statement before
by SEBI (N.A. to OFS)
ESOP vesting period ≥ 1 year practice in case of meeting
Min. application value - Listed Co.; or
- 5% of nominal value Sec. 67 Public Co. can give loan to its employees - Companies having Sec. 115 Eligible members for special
- 25% of issue price: SEBI (other than directors/ KMP) ≤ 6 months’ o PSC ≥ 10 crore; or notice
salary to purchase fully paid-up shares o Turnover ≥ 50 crore - Having ≥ 1% TVP; or
- 100% for OFS
Annual return is filed with ROC
If Min. subscription is not received Max. Buy-back by Board – 10% of paid- - 5 lakh PSC
Sec. 68 within 60 days of AGM
within 30 days of issue of up equity + free reserves If no AGM, within 60 days of last Notice to be received within 3
prospectus, refund money within 15 Max. Buy-Back by Members – 25% of due date of AGM months before GM but at least 14
paid-up + free reserves AND max. 25% no.
days from closure of issue, else 15% Sec. 94 Register & Annual Return can be kept days before GM
of equity in a FY
interest Max. post buy-back Debt-Equity ratio – at any other place in India where > Co. shall give notice to all
Return of allotment to be filed 2:1 (6:1 for Govt. Co. in NBFC or Housing 1/10th members reside, after SR members 7 days before GM
within 30 days from allotment Finance) Sec. 117 Copy of certain resolutions &
Time period for preservation
Destroy shares within 7 days
Register of Permanently agreements to be filed within 30
Sec. 40 Rate of underwriting commission is Gap of 1 year between 2 Buy-backs
Buy-Back to be completed within 1 year of members days
lower of
resolution Sec. 118 Minutes to be prepared within 30
Shares: 5% of issue price or rate in Register of 8 years from
No further issue of same kind within 6 days from conclusion of meeting
AOA months other security redemption
Debentures: 2.5% of issue price or Buy-back return within 30 days holders Sec. 119 Members entitled to get copies of
rate in AOA Annual return 8 years from minutes within 7 working days
Sec. 70 No Buy-back if during 3 years, default in Sec. 121 Listed Public Co. to filed report on
filing
Deposits, Dividend, Pref. shares; term loans AGM within 30 days
Company Law Limits’ Chart (Section 1 to 148) – May 2023 attempt By CA Harsh Gupta
Sec. 123 Dividend shall be deposited in Sec. 135 CSR applicable to companies having Sec. 136 Annual report is circulated 21 days Sec. 140 Removal of Auditor
separate bank A/C within 5 days of - Net worth ≥ 500 crore; or before the GM Board resolution CG approval
declaration 14 days in case of Sec. 8 Co. within 30 days SR within 60 days
- Turnover ≥ 1,000 crore; or
Shorted period if consent of Resignation – Auditor shall give
Max. dividend in case of losses or - Net Profit ≥ 5 crore
notice within 30 days
inadequate profits in the preceding FY Is Co. having S/C?
NCLT changed auditor – cannot be
1. Dividend rate ≤ Average of last CSR Committee Yes Majority in appointed as auditor for 5 years
3 years’ dividend rate CSR Committee to have ≥ 3 directors No. + 95%
2. Amount drawn ≤ 10% of (PSC TVP Sec. 141 Auditor disqualified
out of which atleast 1 should be ID
No 95% TVP Person, Relative or Partner holds
+ Free Reserves) If ID is not required, committee to have security or interest in CASH or
3. Losses set off against such ≥ 2 directors Co-subsidiary
Electronic circulation in
amount No requirement of CSR Committee if - Listed Co.; or But Relative may hold security in
4. Balance of reserves ≥ 15% PSC - Public Co. having Co. of FV ≤ 1 lakh
amount to be spent on CSR ≤ 50 lakh
o NW > 1 crore; and Further if > 1 lakh, relative may
Max. interim dividend in case of CSR Expenditure o Turnover > 10 crore take corrective action in 60 days
loss in previous quarter Amount to be spent on CSR ≥ 2% of Person, Relative or Partner
Sec. 137 Annual report to be filed with ROC
Average of last 3 years’ dividend rate Average Net Profits for last 3 FYs or within 30 days of AGM or indebted for > 5 lakh in CASH or
adjourned AGM or else the last Co-subsidiary
Sec. 124 Dividend to be paid within 30 days where incorporated since less than 3
due date of AGM Person, Relative or Partner has
If remaining unclaimed, transfer years, during such FYs
OPC to file within 180 days from given Guarantee or Security for >
to Unclaimed Div. A/C within 7 Transfer Unspent amount on CSR to the end of FY 1 lakh to CASH or Co-subsidiary
days Schedule VII fund within 6 months from XBRL filing mandatory for Audit of > 20 companies
end of FY - Listed + their Indian [Exclusion – OPC, Dormant, Small
If not transferred, transfer with
subsidiaries & Pvt Co. having PSC < 100 cr]
12% interest CSR pursuant to ongoing project
- Co. with PSC ≥ 5 crore
If transferred, upload statement - Transfer unspent amount to - Co. with turnover ≥ 100 crore Fraud < 1 cr Auditor to report
Sec. 143
within 90 days UNSPENT CSR A/C within 30 days - Co. covered under Ind-AS to Board within 2 days
from end of FY Banks, Insurance, NBFC & HFCs Fraud ≥ 1 cr Auditor to seek
Transfer to IEPF after 7 years
are exempt reply of Board within 45 days
- to be utilised within 3 FYs
Sec. 127 If dividend is not paid within 30 then report to CG within 15 days
- Failing which transfer to Schedule Sec. 138 Internal Audit applicable on
days, pay along with 18% interest Sec. 148 Cost Records
VII fund within 30 days from end of Listed Co. or
Sec. 128 Books of A/C to be preserved for 3rd FY unlisted Co. having Specified goods/ service + Overall
Casual Vacancy
By Board within 30 days. If To gain that Extra Edge in Law,
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