|
S.
No. |
Particulars |
Private Limited Company (ABC Private Limited) |
Public Limited Company (ABC Limited) |
|
|
|||
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1. |
Minimum
No. of subscribers |
Two
(2) |
Seven
(7) |
|
2. |
Minimum
No. of Directors |
Two
(2) |
Three
(3) |
|
3. |
Maximum
No. of members |
200,
excluding the following- a) Persons
who are in employment of the company (Present employees); b) Persons
who have been formerly in the employment of the company & were members of
the company and have continued to be members after the employment ceased. (Past employees). |
Unlimited |
|
4. |
Issue
of Prospectus |
Not
Allowed |
Allowed |
|
5. |
Public
Issue of securities |
Not
Allowed |
Allowed |
|
6. |
Quorum
required at AGM |
Two
(2) members personally present. |
Five
(5) members personally present if members are upto one thousand. |
|
7. |
Minimum
No. of BM |
One person Company, Small Company,
Dormant Company and a startup private Company- May hold at least 1
BM in each half of its calendar year and minimum gap between 2 BMs shall be
90 days. |
It
shall hold at least 4 BMs in a
year and maximum gap between 2 BMs shall not exceed 120 days. |
|
8. |
Rotation
of Directors |
Not Applicable |
At
least 2/3rd of total no. of directors shall be liable to retire by rotation at every AGM and 1/3rd
of them shall be liable to vacate their office |
|
9. |
Issue
period for Rights Issue & dispatch of Letter of offer |
Not
applicable if minimum 90% of
members give their written consent or in electronic mode for a shorter
period. |
The
issue period for rights issue shall be
open for minimum-15 days and maximum – 30 days. The
letter of offer shall be
dispatched at least 3 days before the opening of the issue. |
|
10. |
Issue
of ESOPs |
Shareholder’s
may pass Ordinary Resolution for approval at the General Meeting. |
Shareholder’s
approval required by way of Special Resolution at General
Meeting |
|
11. |
Conditions
re: acceptance of deposits |
Deposits
upto 100% of (Paid up share capital + Free reserves) may be accepted without following the following
compliances- a) Issue
of circular to its members in Form DPT-1 b) Filing
of DPT-1 to the registrar within 30 days from the date of Issue. c) Maintenance
of deposit repayment reserve. d) Deposit
repayment Non-Compliance certificate. If
the details are filed with the registrar in a specified manner. |
Required
to comply with all the following
conditions – a) Issue
of circular to its members in Form DPT-1 b) Filing
of DPT-1 to the registrar within 30 days from the date of Issue. c) Maintenance
of deposit repayment reserve. d) Deposit
repayment Non-Compliance certificate. |
|
12. |
Notice
of General Meeting |
AOA
can overrule the companies act,
2013. (Notice shall be dispatched at
least 21 clear days before the GM if
AOA doesn’t provide a higher /
lesser limit.) |
AOA
cannot overrule the companies
act,2013. (Notice shall be dispatched at
least 21 clear days before the
GM.) |
|
13. |
Explanation
statement u/s 102 |
AOA
may provide for a different
provision for annexing explanation statement. |
Explanation
statement shall be annexed to the
notice of a meeting where special business is to be conducted. |
|
14. |
Appointment
of Proxy at GM |
AOA
of the company may overrule the
provision of appointment. |
If
a member is unable to attend a GM, he shall
appoint an individual in Form MGT-11 to attend on his behalf. |
|
15. |
Requirement
to file MGT-14 |
The
company is not required to file Form MGT-14 to the Registrar
to inform about the following matters- a) To
make calls on unpaid shares; b) To
authorise Buy Back of securities; c) To
issue securities including debentures; d) To
borrow; e) To
invest Company’s funds; f) To
grant loans, give security; g) To
approve financial statements and Board Report; h) To
diversify the business; i)
To approve mergers & takeovers |
The
company shall mandatorily file
MGT-14 when the Board passes resolutions regarding the following matters- a) To
make calls on unpaid shares; b) To
authorise Buy Back of securities; c) To
issue securities including debentures; d) To
borrow; e) To
invest Company’s funds; f) To
grant loans, give security; g) To
approve financial statements and Board Report; h) To
diversify the business; i)
To approve mergers & takeovers; |
|
16. |
Maximum
No. of companies where a person can act as Statutory Auditor |
Maximum
20 companies excluding a private
limited company having paid up share capital less than INR 100 Crores. |
Maximum
20 companies including a public
limited company. |
|
17. |
Appointment
of 2 or more Directors via single resolution at GM |
Applicable. (More
than 1 director can be appointed via single resolution without holding a
prior meeting.) |
Applicable
subject to condition. (A
single resolution cannot be passed
at a GM for appointment of 2 or more directors unless a proposal to move such motion has been agreed upon at a
prior meeting without even a single vote casted against it.) |
|
18. |
Appointment
of MD/WTD / Manager |
Only Board Approval is
required. |
Mandatory
approval of all the following- a) BOD; b) Shareholders
at a GM; c) CG
(If appointment is in variance to conditions u/s 196) |
|
19. |
Validity
of acts of MD/WTD/Manager. |
Valid even if
Shareholder’s approval not obtained. |
Invalid
if appointment not approved by shareholders at GM. |
|
20. |
Requirement
of Special Resolution to exercise the powers of Board under section 180 of
The Companies Act,2013 |
Special
Resolution not mandatory. |
Special
Resolution is mandatory. |
|
21. |
Applicability
of Section 185 of The Companies Act,2013 i.e., Loan to directors |
Not Applicable
to the following private companies- a)
in whose
share capital no other body corporate has invested any money; b)
if the borrowings of such company from banks
or financial institutions or any Body corporate is less than twice of its paid-up
share capital or fifty crore rupees, whichever is lower; c)
such a
company has no default in repayment of such borrowings subsisting at the time
of making transactions under Sec 185. |
Applicable
and the company shall abide by sec
185. |
|
22. |
Participation
of related member in a GM u/s 188 |
Not Applicable. (A
related member can vote on resolutions in a GM.) |
If
a member is a related party to any contract or arrangement, he shall not vote for such resolution in
a GM. |
|
23. |
Participation
of Interested Director in BM u/s 184 |
An
interested director may - a) participate in a Board Meeting where a
resolution of his interest is passed if, b) he
discloses in interest in such BM. |
An
interested director shall – a) Disclose
the nature of his interest at a BM, and b) Shall not
participate in a BM where the
resolution of his interest is being
passed. |
|
24. |
Inclusion
of interested director in Quorum of a Board Meeting 174 (3) |
Interest
director may be counted in quorum
of a BM if he gives notice of his
interest at or before the BM. |
Interested
director cannot be counted in
quorum of a BM. |
|
25. |
Nomination
& Remuneration Committee |
Voluntary |
Applicable
on the following public companies- a) Paid
up share capital equal /more than INR 10 Crore; b) Turnover
is equal/more than INR 100 Crore; c) Aggregate
of outstanding loans, debentures and deposits exceeds INR 50 Crore. |
|
26. |
Audit
Committee |
Voluntary |
Applicable
on the following public companies- a) Paid
up share capital equal /more than INR 10 Crore; b) Turnover
is equal/more than INR 100 Crore; c) Aggregate
of outstanding loans, debentures and deposits exceeds INR 50 Crore. |
|
27. |
Appointment
of Woman Director |
Not Applicable |
Applicable
on the following public companies- a) Paid
up share capital equal /more than INR 100 Crore; b) Turnover
is equal/more than INR 300 Crore; |
|
28. |
Appointment
of Independent Director |
Not Applicable |
Applicable
on the following public companies- a) Paid
up share capital equal /more than INR 10 Crore; b) Turnover
is equal/more than INR 100 Crore; c) Aggregate
of outstanding loans, debentures and deposits exceeds INR 50 Crore. |
|
29. |
Appointment
Statutory Auditor |
Mandatory |
Mandatory |
|
30. |
Secretarial
Audit |
Applicable
only if- a) Outstanding
loans or borrowings from banks or public financial institutions are more than
INR 100 Crore. |
Applicable
on the following public companies- a) Paid
up share capital equal /more than INR 50 Crore; b) Turnover
is equal/more than INR 150 Crore; c) Outstanding
loans or borrowings from banks or public financial institutions are more than
INR 100 Crore. |
|
31. |
Appointment
of CS |
Applicable
only if- a) Paid
up share capital equal /more than INR 10 Crore. |
Applicable
only if- a) Paid
up share capital equal /more than INR 10 Crore. |
-
Authored
by
Muskan Aggarwal
(CS Professional Finalist & CS
apprentice trainee)
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