Company Law Limits’ Chart (Section 1 to 148) – May 2023 attempt By CA Harsh Gupta

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

8 years  Co. can undertake CSR activities through turnover ≥ 35 cr

Public Private
 Can be kept at any other place in other Co./ Trust/ Society having track Cost Audit
O/S ≥25 cr -
India, after giving notice to ROC record of 3 years
Deposit Regulated Non-
within 7 days  Administrative overheads ≤ 5% of total
PSC ≥50 cr - Regulated
CSR expenditure
Sec. 129A Copy of periodical financial Borrowings ≥100 cr ≥100 cr Overall ≥ 50 cr ≥ 100 cr
 Set-off of excess CSR expenditure to be
statements to be filed within 30 Turnover ≥200 cr ≥200 cr turnover
allowed up to 3 FYs
days AND
CSR Reporting Sec. 139  Auditor is appointed till every 6th
Sec. 130 Accounts can be re-opened for 8 FYs Specified ≥ 25 cr ≥ 35 cr
AGM (i.e. for 5 years)
 If average CSR obligation in 3 FYs ≥ goods/
 Rotation is applicable on
Sec. 131 Voluntary revision of financials is 10 crore, Impact assessment to be - Listed Co. service
allowed for max. 3 FYs conducted for CSR projects completed - Unlisted Public Co. + PSC ≥ 10
not less than 1 year before, having outlay cr  Cost auditor appointed within 180
- Pvt Co. + PSC ≥ 50 cr days of commencement of FY
of ≥ 1 crore
- Any Co. with Loans + Public  Validity of appointment  earlier
 Expenditure on Impact assessment can Deposits ≥ 50 cr of 180 days of closure of FY or
be treated as CSR expense upto the  Individual CA – 1 term of 5 years submission of report
higher of 2% of total CSR expense or  CA Firm – 2 terms of 5 years  Casual vacancy filled by Board
50 lakh  Cooling-off period = 5 years within 30 days
 In Govt. Co. appointed by CAG  Cost auditor to submit report
within 180 days starting FY within 180 days of closure of FY
 Co. shall intimate everything to
First Auditor
CG within 30 days
 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

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