Incorporation of a public limited company under the Companies Act, 2013
Apply on SPICe+ Part A for name reservation, then file SPICe+ Part B with eMoA/eAoA, AGILE-PRO, INC-9 and DSCs of subscribers and first directors.
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Company Law
Master the foundation of corporate compliance. Companies Act, 2013, incorporation, share capital, directors, board and shareholder meetings, corporate actions, winding up, and statutory compliances.
20 questions4 Fresher12 Intermediate4 Senior
Duties of directors under Section 166 of the Companies Act, 2013
Act in good faith, exercise independent judgment, exercise due care, avoid conflicts of interest and undue gain, and act to promote company objects.
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Difference between Memorandum of Association and Articles of Association
MoA is the charter defining scope, objects and powers; AoA is the rulebook governing internal management. MoA prevails on conflict.
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What is the difference between a Private Company and a Public Company?
Private: ≥2 members, capped at 200, restricts transfer of shares, prohibits public issue. Public: ≥7 members, no upper cap, freely transferable shares.
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Event-based filings under the Companies Act
Filings triggered by specific events: PAS-3 (allotment), MGT-14 (resolutions), DIR-12 (director changes), CHG-1 (charges), SH-7 (capital changes), INC-22 (RO change).
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Penalty regime for non-compliance — Companies Act perspective
Section-specific quantum + officer-in-default liability + adjudication under §454 + condonation routes (Regional Director, NCLT) for delays beyond timeline.
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Postal ballot — when is it mandatory and what is the procedure?
Used for transacting business not requiring a physical meeting (Rule 22). Companies dispatch notice with ballot, allow 30 days for voting, scrutiniser certifies results.
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Holding-Subsidiary structure — restrictions and disclosures
Cannot have layers > 2 of subsidiaries (with exceptions). Subsidiary cannot hold shares in holding company. Mandatory consolidation; intra-group transactions disclosed.
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Procedure for conducting a Board Meeting under SS-1
Issue 7-day notice with agenda, ensure quorum (1/3 or 2, whichever higher), record minutes within 30 days, file resolutions in MGT-14 where required.
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Related Party Transactions under Section 188 — approval thresholds
Board approval for all RPTs; ordinary resolution where transactions exceed prescribed thresholds; arm's-length and ordinary course transactions exempt from §188.
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Issue of bonus shares — conditions under Section 63
Authorised by articles, recommended by board, approved in general meeting, sourced from free reserves/securities premium/CRR; no default in payment of statutory dues or deposit.
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What are the consequences of non-filing of annual returns (MGT-7) and financial statements (AOC-4)?
Additional fees, prosecution of directors under §92(5)/§137(3), disqualification of directors under §164(2), and possible strike-off by ROC.
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Corporate Social Responsibility (CSR) — applicability and compliance
Applicable where net worth ≥ ₹500 cr, turnover ≥ ₹1000 cr or net profit ≥ ₹5 cr. Spend 2% of average net profit on Schedule VII activities.
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Conversion of company — private to public and vice versa
Private to public: SR + alteration of MoA + AoA; ROC approval. Public to private: SR + NCLT approval (post-2018 amendment) + compliance with min member requirements.
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Statutory registers and records to be maintained by every company
Register of Members (MGT-1), Directors (MBP-2), Charges (CHG-7), Loans and Investments (MBP-2), Contracts (MBP-4), Beneficial Owners (BEN-3), Renewable / Deposits register etc.
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Board's Report — mandatory contents under Section 134(3)
Discloses extract of annual return, declarations, RPTs, loans/investments, conservation of energy, CSR, ID declarations, internal-financial-controls and material changes.
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Independent Director appointment process under listed-entity framework
NRC recommends → Board approves → Shareholders pass Special Resolution; ID must be on IDDB, pass online proficiency test and meet independence criteria.
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Doctrines of Ultra Vires, Indoor Management and Constructive Notice
Ultra vires: acts beyond MoA are void. Constructive notice: outsiders presumed to know MoA/AoA. Indoor management (Turquand): outsiders need not verify internal proceedings.
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Reduction of share capital under Section 66 — procedure and considerations
Special resolution → NCLT confirmation; auditor certificate on accounting treatment; reduce paid-up capital, cancel unpaid capital or return excess to shareholders.
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Scheme of Arrangement / Compromise under Sections 230-232 of the Companies Act, 2013
Court-supervised compromise / arrangement between company and members/creditors. NCLT sanction needed; approved by 3/4 in value of each class.
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