Company Law Limits’ Chart (Section 1 to 148) – Nov/ Dec 2021 attempt By CA Harsh Gupta

Illegal Maximum 50 members Sec. 40 Rate of underwriting commission is lower Sec.67 Public co. can give loan to its employees
Association of (other than directors/ KMP) ≤ 6 months’
Associate Significant Influence ≥ 20% TVP salary to purchase fully paid-up shares
 Shares: 5% of issue price or rate in AOA
Co.
Small Co. Private company with  Debentures: 2.5% of issue price or rate Sec.68  Max. Buy-back by Board – 10% of paid-
PSC ≤ 2 crore; and in AOA up equity + free reserves
Turnover of last FY ≤ 20 crore Sec. 42  Private placement to maximum 200  Max. Buy-back by Members – 25% of
persons in a FY paid-up + free reserves AND max. 25%
Govt. Co. ≥ 51% PSC held by Govt. no. of equity in a FY
≥ 51% TVP if DVR has been issued  Shares to be allotted within 60 days of  Max. post buy-back Debt-Equity ratio
receipt of application money. Upon – 2:1 (6:1 for Govt Co. in NBFC or
Private Co. Maximum 200 members failure, refund within next 15 days, else Housing finance)
12% interest from 61st day
Subsidiary > 50% TVP; Layers ≤ 2  Destroy shares within 7 days
 If Co. contravenes any other provision,  Gap of 1 year between 2 buy-backs
Sec. 3  Resident  ≥ 120 days stay in India refund money within 30 days with 12%
 Buy-back to be completed within 1 year
in preceding FY interest
of resolution
 If becomes member in 2 OPCs,  If allotted shares, return of allotment
filed within 15 days  No further issue of same kind within 6
correct situation within 180 days months
Sec. 3A If members below statutory minimum, Sec. 43  Voting rights on DVR ≤ 74% of TVP  Buy-back return within 30 days
they will be liable after 6 months
 During 3 years no default in financial Sec. 70 No buy-back if during 3 years, default in
Sec. 4  Name to be reserved for statement, annual return, not been Deposits; Dividend; Pref. shares; term
penalised loans
- 20 days  New name
 During 5 years no default in Pref.
Extension Pay fees dividend, term loan, IEPF, employees’ Sec. 71  Secured debentures = max. 10 years
upto ( ) statutory dues  30 years for infra companies
40 days from 1,000 before
approval 20 days Sec. 46 Duplicate share certificate is issued within  No debenture trustee if pecuniary
 3 months  Unlisted company relation - lower of 2% turnover or 50
60 days from 2,000 before lakhs
approval 40 days  45 days  Listed company Requirement of DRR
60 days from 3,000 before
approval 20 days Sec. 47 Voting rights to Preference, if divided not AIFI + Banks NIL
paid for 2 years Other financial NIL
- 60 days  Change of name institutions
Sec. 48 Right to appeal against variation to NCLT
 If incorporated by false particulars, - Holders having ≥ 10% issued shares of Listed (not AIFI + NIL
RoC may direct to change name that class Banks)
within 3 months by OR
- Appeal shall be made within 21 days Unlisted Co.
Sec. 10A Declaration that subscribers have paid - NBFC + HFC NIL
the money to be filed within 180 days Sec. 49  ≤ 25% of nominal value of share - Others 10%
of incorporation  Gap of 1 month between 2 calls Public issue by Listed (not AIFI + Bank)
Sec. 12  Verification of registered office  14 days’ notice AND Unlisted Co. (other than NBFC +
within 30 days of incorporation Sec. 53 If shares are issued at discount, to refund HFC) = DRI of 15% on or before 30th April
 In case of name change, former the money with 12% interest Sec.73  Deposit Repayment Reserve of 20% to
name to be affixed for 2 years be deposited till 30th April
 Change of RoC within same state Sec. 54  In a year, maximum sweat equity Exemption for Pvt. Co.
shares that can be issued is higher of
– RD approval within 30 days; the following – 1. Deposits ≤ 100% (PSC + FR+ SP)
– Co. will file confirmation with - 15% of existing equity; or 2. Start-up for 5 years
RoC within next 60 days - 5 crore 3. Which satisfies following conditions
– RoC to certify within 30 days  Max. sweat equity at any time can be - Not an associate or subsidiary
Sec. 13 Copy of SR altering MOA to be filed 25% of paid-up equity - Borrowings from Banks, FI, Body
corporate is lower of (twice of paid-
with RoC within 30 days  For start-up, max. 50% for 10 years up or 50 cr)
Sec. 14 Copy of SR altering AOA to be filed  Lock-in = 3 years - No default in borrowings
with RoC within 15 days Sec.76 Eligible Co. means Public Co. having –
Sec. 55  Preference shares = max. 20 years
Sec. 16 Rectification of name by CG  For infrastructure companies; tenure  Net Worth ≥ 100 crore; or
 Suo-moto  3 months + OR
can be 30 years but redemption option  Turnover ≥ 500 crore
shall be given to ≥ 10% from 21st year
 On application of trademark holder onwards Sec. 77 Time limit to register charge
within 3 years  6 months + OR Sec. 56 Time for delivery of share certificate Within 30 days normal fees
Sec. 17 Members to get copies of MOA or AOA Subscribers 2 months from of creation
within 7 days to MOA incorporation Within 60 days additional fees
Allotment 2 months from of creation
Sec. 25 Document to be deemed as prospectus of shares allotment
if issue house sells the shares within Further 60 days ad-valorem fees
Allotment 6 months from
6 months of allotment of allotment
debentures Sec.78  If Co. fails to register within 30 days;
Sec. 26 Prospectus to be issued within 90 days
of filing with RoC Transfer 1 month of receipt of Charge-holder may register
transfer deed
Sec. 31 Shelf prospectus is valid for 1 year  RoC shall give 14 days’ notice to Co.
from date of opening of first offer Sec. 58 Notice of refusal of transfer shall be sent before registering
within 30 days
Sec. 32 Red herring prospectus is filed with Is Time for appeal by Sec.82 Time limit to report satisfaction of
RoC 3 days prior to opening of issue notice transferee charge
sent Pvt. Co. Public Co. Within 30 days normal fees
Sec. 39  Min. subscription  90% specified Yes 30 days 60 days
by SEBI (N.A. to OFS) of satisfaction
No 60 days 90 days Within 300 days additional fees
 Min. application value On appeal, NCLT may order transfer of satisfaction
- 5% of nominal price within 10 days Beyond 300 days Delay to be
- 25% of issue price: SEBI Sec. 62  Rights issue to remain open for 7 to 30 condoned by CG
- 100% for OFS days. Letter of offer is dispatched 3  RoC to give 14 days’ notice to charge-
 If Min. subscription is not received days before opening of issue. holder, if form is not signed by charge-
within 30 days of issue of (For Pvt Co. – lesser time period holder
prospectus, refund money within 15 applicable where 90% members agree)
Sec.85 Co. to preserve register of charges for 8
days from closure of issue, else 15%  In case of conversion of loan into shares years from the date of satisfaction
interest on Govt’s order, Co. may appeal to NCLT
 Return of allotment to be filed within 60 days
within 30 days from allotment  ESOP vesting period ≥ 1 year t.me/CA_Law_HarshGupta
 Company Law Limits’ Chart (Section 1 to 148) – Nov/ Dec 2021 attempt By CA Harsh Gupta
Sec.88  Index to be maintain in register if Sec. 105  Max. 50 members, but having ≤ 10% Sec.127 If dividend is not paid to the shareholder
members ≥ 50 share capital can have 1 proxy within 30 days, pay along with 18% p.a.
interest
Foreign Register  Proxy form to be deposited 48 hours
before the meeting
Sec.128  Books of A/c to be preserved for 8
 File MGT-3 within 30 days years
 Copy of foreign register is sent to India  Co. cannot increase 48 hours
 Can be kept at any place in India,
within 15 days  3 days’ Notice to be given for inspection after giving notice to RoC within 7
of proxy forms days
Sec.90 SBO means INDIVIDUAL holding ≥ 10%
beneficial interest  Inspection period – 24 hours before
meeting till conclusion Sec.129A  Copy of periodical financial
Sec. 91 Company may close register of security- statements to be filed within 30 days
Sec.  E-voting mandatory for
holders for maximum 108
 45 days in a year; and – Listed Co.; or Sec. 130 Accounts can be re-opened for 8 FYs
 30 days at any one time – Every Co. with ≥ 1,000 members Sec. 131 Voluntary revision of financials is
by giving 7 days’ notice  Co. shall announce cut-off date which allowed for max. 3 FYs
shall be within max. 7 days before the
GM Sec.135  CSR applicable to companies having
Sec.92  Annual return is certified by CS in
 Remote e-voting to remain open for ≥ 3
practices in case of
days and to conclude at 5:00 p.m. one – Net Worth ≥ 500 cr; or
– Listed Co.; or day before GM – Turnover ≥ 1,000 cr; or
– Companies having – Net Profits ≥ 5 cr
o PSC ≥ 10 crore; or Sec. 109  Poll to be taken within 48 hours
in the preceding FY
o Turnover ≥ 50 crore  Demand of Poll by
CSR Committee
 Annual return is filed with RoC within Co. having ≥ 1/10th TVP or paid-  CSR Committee to have ≥ 3 directors
60 days of AGM S/C up capital of 5 out of which atleast 1 should be ID.
 If no AGM, file within 60 days of last lakh
 If no ID is required, Committee to
due date of AGM Any other ≥ 1/10th TVP have ≥ 2 directors
Co.  No requirement of CSR Committee if
Sec.94 Register & Annual return can be kept at
any other place in India where amount to be spent on CSR ≤ 50
Sec. 110 OPC and Co. having ≤ 200 members are lakh
> 1/10th members reside, after SR exempt from Postal Ballot
CSR Expenditure
Time period for preservation Sec. 111 On request of members having  Amount to be spent on CSR ≥ 2% of
Register of members Permanently ≥ 10% TVP; Co. shall Average Net Profits for last 3 FYs or
Register of other 8 years where incorporated since less than 3
Give notice ≥ 6 weeks before years, during such FYs)
security holders of resolution meeting
Annual Return 8 years Circulate ≥ 2 weeks before  Transfer Unspent amount on CSR to
Foreign register of Permanently statement meeting Schedule VII fund within 6 months
members from end of FY
Foreign register of 8 years  CSR pursuant to ongoing project
other security holders Sec. 115  Eligible members for Special Notice  transfer unspent amount to
- Having ≥ 1% TVP; or UNSPENT CSR A/C within 30 days
Sec. 96 First AGM - Holding shares of 5 lakh from end of FY
 Within 9 months from end of FY  Notice to be received within 3 months  to be utilised within next 3 FYs
Subsequent AGM before GM but at least 14 days before GM  failing which transfer to Schedule
 Co. shall give notice to all members 7 VII fund within 30 days from end
 Within 6 months from end of FY of 3rd FY
days before GM
 Max. gap of 15 months in 2 AGMs  Co. can undertake CSR activities
 AGM in each calendar year Sec. 117 Copy of certain resolutions & agreements to through other Co./ Trust/ society
 Extension of ≤ 3 months from RoC on be filed within 30 days having track record of 3 years
special reasons Sec. 118 Minutes to be prepared within 30 days of  Administrative overheads ≤ 5% of
conclusion of the meeting total CSR expenditure
AGM of unlisted company at any place in
India with consent of ALL members Sec. 119 Members entitled to get copies of minutes  Set-off of excess CSR expenditure to
within 7 working days be allowed up to 3 FYs
Sec. 100  EGM to be called by Board on CSR Reporting
Sec. 121 Listed Public Co. to file report on AGM within
requisition of ≥ 10% voting power
30 days  If average CSR obligation in 3 FYs ≥
 Board must proceed to call EGM within 10 crore, Impact assessment to be
21 days of request and EGM shall be Sec.123 Dividend shall be deposited in separate done for CSR projects, completed not
held within 45 days of requisition scheduled bank A/c within 5 days from less than 1 year before, having outlay
 Else, EGM to be conducted by declaration of ≥ 1 crore
requisitions themselves within 3  Expenditure on Impact assessment
months of requisition Max. dividend out of reserves in case of can be treated as CSR expense upto
inadequate profits the lower of 5% of total CSR expense
Sec. 101  Notice of 21 clear days (excludes date 1. Dividend ≤ Average of last 3 years’ or 50 lakh
of dispatch; date of meeting & 48 dividend rate
hours in case of post) 2. Amount drawn ≤ 10% (PSC + FR) Sec.136  Annual Report is circulated 21 days
 14 days’ notice in Sec. 8 Co. 3. Losses set-off against amount drawn before the GM
 Shorter notice if consent of  14 days in case of Sec. 8 Co.
4. Balance of reserves ≥ 15% PSC
AGM ≥95% members  Shorter period if consent of
EGM Max. interim dividend in case of loss in Co. having Majority in Number
Is Co. having S/C? previous quarter S/C +
Majority in No. + ≥ 95% TVP
 Yes Average of last 3 years’ dividend rate
95% TVP Any other Co. ≥ 95% TVP
 No 95% TVP
Sec.124  Dividend to be paid within 30 days
 If remaining unclaimed, transfer to  Electronic circulation in
Unclaimed Div. A/c within 7 days – Listed Co. or
Sec. 103 Quorum
 If not transferred, transfer with interest – Public Co. having
 Pvt Co.  2 members
@ 12% p.a. o NW > 1 cr; and
 Public Co.
Members Quorum  If transferred, upload statement within o Turnover > 10 cr
≤ 1,000 5 90 days
> 1,000 but ≤ 5,000 15  Transfer to IEPF after 7 years
> 5,000 30
Articles may increase quorum

t.me/CA_Law_HarshGupta
 Company Law Limits’ Chart (Section 1 to 148) – Nov/ Dec 2021 attempt By CA Harsh Gupta

Sec. 137  Annual report is filed with RoC within Sec. 140 Removal of Auditor
30 days of AGM or adjourned AGM or Board Resolution  CG approval within
else the last due date of AGM 30 days  SR within 60 days
 OPC to file within 180 days from end
of FY Resignation – Auditor shall give notice
within 30 days
 XBRL filing mandatory for
– Listed + their Indian subs. NCLT changed auditor – Cannot be
– Co. with PSC ≥ 5 cr appointed as auditor for 5 years
– Co. with turnover ≥ 100 cr Sec. 141 Auditor disqualified
– Co. covered under Ind-AS  Person, Relative or Partner holds
security or interest in CASH or co-
Banks, Insurance, NBFCs & HFCs are subsidiary
exempt
But Relative may hold security in Co.
Sec.138 Internal Audit applicable on Listed Co. of FV ≤ 1 lakh
and either of following Further if > 1 lakh, relative may take To buy our Classes & Books (including
Public Private corrective action in 60 days Compact)
O/s Deposit ≥ 25 cr -
 Person, Relative or Partner indebted visit – caharshgupta.com or
PSC ≥ 50 cr -
Borrowings > 100 cr > 100 cr for ≥ 5 lakh in CASH or Co-subsidiary shop.igpinstitute.org
Turnover ≥200 cr ≥200 cr  Person, Relative or Partner has given
Guarantee or security for ≥ 1 lakh to
CASH or Co-subsidiary
Sec. 139  Auditor is appointed till every 6th AGM
(i.e. for 5 years)  Audit of > 20 Co. [Exclusion – OPC,
Dormant, Small & Pvt Co. + PSC < 100
 Rotation is applicable on cr]
– Listed Co.
– Unlisted Public Co.+ PSC ≥ 10 cr Sec. 143  Fraud < 1cr  Auditor to report to t.me/CA_Law_HarshGupta
Board within 2 days
– Pvt. Co. + PSC ≥ 50 cr
 Fraud ≥ 1 cr  Auditor to seek reply of
– Any Co. with Loans + Public
Deposits ≥ 50 cr Board within 45 days  then report
to CG within 15 days
 Individual – 1 term of 5 years
Sec. 148 Cost Records
 Firm – 2 terms of 5 years Specified goods + service + Overall
turnover ≥ 35 cr
 Cooling-off period – 5 years
Cost Audit
 In Govt. Co., appointed by CAG within
180 days starting FY Last Regulated Non-
turnover regulated
First Auditor Overall ≥ 50 cr; ≥ 100 cr;
 By Board within 30 days of & &
specified ≥ 25 cr ≥ 35 cr
incorporation  else by members goods +
within 90 days service
 In Govt Co., by CAG within 60 days of
incorporation  else by Board within  Cost auditor appointed within 180
days of commencement of FY
30 days  else by members within 60
days  Appointed till earlier of 180 days of
closure of FY or submission of report
Casual Vacancy
 Casual vacancy filled by Board within
 By Board within 30 days. If 30 days
resignation, approved by members
within 3 months  Cost auditor to submit report within
180 days from closure of FY
 In Govt Co., by CAG within 30 days 
else by Board within 30 days  Co. shall intimate everything to CG
within 30 days