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Limits Chart - Companies Law - May 2024
Limits Chart - Companies Law - May 2024
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 & 379 to 393A) – May 2024 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. 141 Auditor disqualified
separate bank A/C within 5 days of before the AGM Person, Relative or Partner holds
- Net worth ≥ 500 crore; or
14 days in case of Sec. 8 Co. security or interest in CASH or
declaration - Turnover ≥ 1,000 crore; or Shorted period if consent of Co-subsidiary
Max. dividend in case of losses or - Net Profit ≥ 5 crore But Relative may hold security in
Is Co. having S/C?
inadequate profits in the preceding FY Co. of FV ≤ 1 lakh
Yes Majority in
1. Dividend rate ≤ Average of last CSR Committee No. + 95% Further if > 1 lakh, relative may
TVP take corrective action in 60 days
3 years’ dividend rate CSR Committee to have ≥ 3 directors
2. Amount drawn ≤ 10% of (PSC No 95% TVP Person, Relative or Partner
out of which atleast 1 should be ID
indebted for > 5 lakh in CASH or
+ Free Reserves) If ID is not required, committee to have
Electronic circulation in Co-subsidiary
3. Losses set off against such ≥ 2 directors - Listed Co.; or Person, Relative or Partner has
amount No requirement of CSR Committee if - Public Co. having given Guarantee or Security for >
4. Balance of reserves ≥ 15% PSC amount to be spent on CSR ≤ 50 lakh o NW > 1 crore; and 1 lakh to CASH or Co-subsidiary
o Turnover > 10 crore
Max. interim dividend in case of Audit of > 20 companies
CSR Expenditure
loss in previous quarter Sec. 137 Annual report to be filed with ROC [Exclusion – OPC, Dormant, Small
Amount to be spent on CSR ≥ 2% of within 30 days of AGM or & Pvt Co. having PSC < 100 cr]
Average of last 3 years’ dividend rate Average Net Profits for last 3 FYs or adjourned AGM or else the last
Sec. 143 Fraud < 1 cr Auditor to report
where incorporated since less than 3 due date of AGM
Sec. 124 Dividend to be paid within 30 days to Board within 2 days
OPC to file within 180 days from
If remaining unclaimed, transfer years, during such FYs Fraud ≥ 1 cr Auditor to seek
the end of FY
to Unclaimed Div. A/C within 7 Transfer Unspent amount on CSR to reply of Board within 45 days
XBRL filing mandatory for
Schedule VII fund within 6 months from then report to CG within 15 days
days - Listed + their Indian
end of FY subsidiaries Sec. 148 Cost Records
If not transferred, transfer with
- Co. with PSC ≥ 5 crore
12% interest CSR pursuant to ongoing project Specified goods/ service + Overall
- Co. with turnover ≥ 100 crore
If transferred, upload statement - Transfer unspent amount to - Co. covered under Ind-AS turnover ≥ 35 cr
within 90 days UNSPENT CSR A/C within 30 days Banks, Insurance, NBFC & HFCs
Cost Audit
from end of FY are exempt
Transfer to IEPF after 7 years
- to be utilised within 3 FYs Regulated Non-
Sec. 138 Internal Audit applicable on
Sec. 127 If dividend is not paid within 30 Regulated
- Failing which transfer to Schedule Listed Co. or
days, pay along with 18% interest Overall ≥ 50 cr ≥ 100 cr
VII fund within 30 days from end of unlisted Co. having
3 FY
rd turnover
Sec. 128 Books of A/C to be preserved for
Public Private AND
8 years Co. can undertake CSR activities through
O/S ≥25 cr - Specified ≥ 25 cr ≥ 35 cr
Can be kept at any other place in other Co./ Trust/ Society having track
Deposit goods/
India, after giving notice to ROC record of 3 years
Administrative overheads ≤ 5% of total PSC ≥50 cr - service
within 7 days
CSR expenditure Borrowings ≥100 cr ≥100 cr
Sec. 129A Copy of periodical financial Cost auditor appointed within 180
Set-off of excess CSR expenditure to be Turnover ≥200 cr ≥200 cr
statements to be filed within 30 days of commencement of FY
allowed up to 3 FYs
days Sec. 139 Auditor is appointed till every 6th Validity of appointment earlier
CSR Reporting AGM (i.e. for 5 years) of 180 days of closure of FY or
Sec. 130 Accounts can be re-opened for 8 FYs Rotation is applicable on submission of report
If average CSR obligation in 3 FYs ≥
- Listed Co. Casual vacancy filled by Board
Sec. 131 Voluntary revision of financials is 10 crore, Impact assessment to be - Unlisted Public Co. + PSC ≥ 10 within 30 days
allowed for max. 3 FYs conducted for CSR projects completed cr Cost auditor to submit report
not less than 1 year before, having outlay - Pvt Co. + PSC ≥ 50 cr within 180 days of closure of FY
- Any Co. with Loans + Public Co. shall intimate everything to
of ≥ 1 crore
Deposits ≥ 50 cr CG within 30 days
Expenditure on Impact assessment can
Individual CA – 1 term of 5 years ≥ 50% Paid-up capital held by
be treated as CSR expense upto the Sec. 379
CA Firm – 2 terms of 5 years Indians, foreign company shall
higher of 2% of total CSR expense or Cooling-off period = 5 years comply with all the provisions
50 lakh In Govt. Co. appointed by CAG
within 180 days starting FY Sec. 380 Foreign company shall deliver to
RoC required documents within 30
First Auditor days of establishment of place of
By Board within 30 days of business
incorporation else by members In case of any alteration, file
within 90 days details within 30 days of
In Govt. Co., by CAG within 60 alteration
days of incorporation else by
Sec. 381 Financials are filed with RoC
Board within 30 days else by
within 6 months of closure of FY
members within 60 days
+ 3 months extension
Casual Vacancy Annual return is filed within 60
Sec. 384
By Board within 30 days. If days from the end of FY
resigned, approved by members
within 3 months Sec. 387 With prospectus, not required to
In Govt. Co. by CAG within 30 file constitution documents if
days else by directors within prospectus is issued 2 years after
30 days the commencement of business