Payment of Remuneration to Key Managerial Personnel

Key Managerial Personnel (KMP) are the senior executives of a company who play a vital role in its management, administration, and overall growth. According to Section 2(51) of the Companies Act, 2013, KMP includes the Chief Executive Officer (CEO), Managing Director (MD), Company Secretary (CS), Whole-time Director, Chief Financial Officer (CFO), and such other officers as prescribed. Since these individuals occupy critical positions, the law provides detailed provisions regarding the payment of their remuneration, ensuring fairness, transparency, and protection of stakeholders’ interests.

Legal Provisions under Companies Act, 2013:

The Companies Act, 2013, particularly Sections 196, 197, 198, and Schedule V, regulates the payment of remuneration to KMP. These provisions specify the maximum permissible limits, the approvals required, and the conditions under which remuneration can be paid.

  • Overall Limit of Remuneration

The total managerial remuneration payable by a public company to its directors, including Managing Director, Whole-time Director, and Manager, in any financial year must not exceed 11% of the net profits of that company. This percentage is calculated in accordance with Section 198 of the Act.

  • Individual Limits

A Managing Director or Whole-time Director or Manager cannot be paid remuneration exceeding 5% of the net profits. If there is more than one such director, the remuneration must not exceed 10% of the net profits for all of them together.

  • Remuneration to Other Directors

Directors who are neither Managing nor Whole-time Directors may receive up to 1% of net profits, if there is a Managing/Whole-time Director, or 3% of net profits in other cases.

Modes of Payment of Remuneration:

Remuneration to KMP may be paid in the following ways:

  1. Monthly Payment (Salary): Fixed regular salary for their services.

  2. Commission: A share of the company’s profits, linked to performance.

  3. Perquisites/Allowances: Benefits such as housing, medical, travel, or car facilities.

  4. Sitting Fees: For attending meetings of the Board or Committees.

Payment in Case of No or Inadequate Profits:

Sometimes, companies may not earn sufficient profits to pay the prescribed remuneration. In such cases, Schedule V of the Companies Act, 2013 allows payment of remuneration to KMP within specified limits based on the company’s effective capital. The limits range from ₹30 lakhs to ₹120 lakhs per annum, depending on the size of the company. Beyond these limits, approval of the Central Government is required.

Approval Process:

  1. Board Approval: Payment of remuneration must first be approved by the company’s Board of Directors.

  2. Nomination and Remuneration Committee (NRC): In listed companies and certain public companies, the NRC recommends the remuneration policy.

  3. Shareholders’ Approval: In cases where remuneration exceeds the prescribed limits, shareholders must pass a special resolution in a general meeting.

  4. Central Government Approval: Required only if remuneration goes beyond limits specified under Schedule V without shareholder approval.

Corporate Governance and Disclosure:

To ensure accountability and transparency, companies must disclose details of remuneration paid to KMP in:

  • Board’s Report

  • Annual Return

  • Corporate Governance Report (in listed companies)

This disclosure enables shareholders and regulators to evaluate whether the compensation is fair, reasonable, and linked to company performance.

Importance of Regulating KMP Remuneration:

  1. Prevents Misuse of Power: Ensures directors and executives do not pay themselves excessive salaries.

  2. Aligns with Shareholder Interests: Remuneration is linked with profits and performance.

  3. Ensures Transparency: Disclosures allow stakeholders to assess fairness.

  4. Encourages Professionalism: Helps attract and retain qualified professionals.

Statutory Meeting, Functions, Contents, Members

Statutory Meeting is the first general meeting of the shareholders of a public company limited by shares or a company limited by guarantee having share capital, which must be held within a specific period after incorporation. Under the Companies Act (earlier Section 165 of the 1956 Act; now omitted in the 2013 Act), it was compulsory to hold this meeting within six months but not later than nine months from the date on which the company became entitled to commence business. The main purpose of the statutory meeting was to inform shareholders about important matters such as share allotment, receipts of cash, contracts entered, and preliminary expenses. It ensured early transparency and accountability in company operations.

Functions of Statutory Meeting:

  • Informative Functions

The primary function of a statutory meeting is to inform shareholders about the company’s initial affairs after incorporation. The Statutory Report, presented at the meeting, contains details such as the number of shares allotted, total cash received, preliminary expenses incurred, contracts entered into, and particulars of directors, auditors, and company secretary. This provides transparency regarding the financial and organizational position of the company in its formative stage. By furnishing these details, the statutory meeting allows shareholders to understand how their contributions are utilized and ensures that the promoters and directors act in good faith and within legal boundaries.

  • Supervisory and Deliberative Functions

Another important function of the statutory meeting is to provide shareholders an opportunity to discuss, question, and supervise the activities of promoters and directors. Shareholders can raise concerns regarding contracts, expenses, or company policies, and can pass resolutions for modifications. The meeting ensures that the management is accountable from the very beginning and allows shareholders to guide the company’s future direction. It also serves as a platform for approving any preliminary contracts or proposals. Thus, the statutory meeting acts as a check on management powers, fostering confidence among members and ensuring a democratic start to company operations.

  • Financial Functions

A statutory meeting helps shareholders evaluate the financial position of the company at the initial stage. Through the statutory report, details of share allotment, cash received, unpaid shares, and preliminary expenses are disclosed. This ensures shareholders are aware of how their money is being utilized. It also provides transparency about payments made to promoters, directors, or managers. Such financial disclosure enables shareholders to detect misuse of funds, irregularities in contracts, or excessive preliminary expenses. Hence, the statutory meeting plays a crucial role in building financial discipline, ensuring accountability, and establishing trust between management and members from the outset.

  • Regulatory and Compliance Functions

The statutory meeting serves as a regulatory requirement, ensuring compliance with company law provisions. Holding this meeting within the prescribed time frame was mandatory for certain companies under earlier provisions of the law. Non-compliance could attract penalties and even affect the company’s right to commence business. The meeting also ensured that shareholders had early oversight of the promoters’ activities. By enforcing this obligation, the law intended to protect investors, especially small shareholders, against fraudulent practices. Thus, the statutory meeting functioned not only as a governance tool but also as a legal safeguard promoting transparency and fair corporate practices.

Contents of Statutory Report:

  • Shares Allotted and Cash Received

The statutory report must state the total number of shares allotted, distinguishing fully paid-up and partly paid-up shares, along with the total amount of cash received in respect of such allotment. This ensures shareholders are informed about the capital actually raised by the company at the initial stage, providing clarity on its financial strength and utilization.

  • Preliminary Expenses

It must include details of preliminary expenses incurred by the company, such as legal charges, fees for registration, expenses for drafting Memorandum and Articles, and payments to promoters. Disclosure of these expenses helps shareholders understand the costs involved in incorporation and ensures that funds raised by the company are utilized transparently without misuse by promoters or directors.

  • Contracts to be Approved

The statutory report should contain particulars of any contracts entered into by the company that require approval at the statutory meeting. This gives shareholders an opportunity to examine, discuss, and approve such contracts, ensuring they are fair and beneficial for the company. It also prevents promoters or directors from binding the company to unfavorable agreements.

  • Particulars of Directors, Auditors, and Secretary

The report must state the names, addresses, and occupations of the company’s directors, auditors, manager, and secretary. This information provides transparency about the people managing the company, their professional roles, and accountability. It also allows shareholders to know the responsible authorities overseeing the company’s financial statements, compliance obligations, and day-to-day administrative operations at an early stage.

  • Arrears on Shares

Details of calls in arrears, if any, must be included in the statutory report. This shows the unpaid portion on shares by shareholders and highlights the financial obligations still due to the company. Such information helps shareholders assess the company’s working capital position, liquidity, and possible risks associated with defaulting members who have not paid their share contributions.

  • Commission, Brokerage, or Underwriting

The report must disclose details of commission, brokerage, or underwriting paid or payable to promoters or intermediaries during the issue of shares. This ensures shareholders are aware of the promotional and fundraising expenses incurred by the company. It also helps them judge whether such payments were reasonable and necessary, preventing exploitation of company funds by promoters.

Members of Statutory Meeting:

  • Shareholders (Members of the Company)

The primary participants in a statutory meeting are the shareholders, i.e., the members of the company. They attend to review the statutory report, raise questions, and seek clarifications regarding shares allotted, preliminary expenses, contracts, and management details. Shareholders have the right to discuss company affairs and pass resolutions. Their involvement ensures accountability of promoters and directors, promotes transparency in operations, and strengthens investor confidence in the company’s future governance, growth, and financial decision-making.

  • Directors of the Company

All directors are expected to attend the statutory meeting. They play a crucial role in presenting the statutory report, answering shareholders’ queries, and explaining contracts, expenses, and financial matters. Their presence allows shareholders to interact directly with management and understand the company’s policies. Directors are accountable for ensuring that incorporation formalities were carried out properly, funds raised were fairly utilized, and promoters’ actions complied with legal requirements. Their active participation promotes trust and ethical corporate governance.

  • Company Secretary and Auditor

The company secretary attends the statutory meeting to assist directors in administrative tasks, record proceedings, and ensure compliance with statutory requirements. The auditor, on the other hand, provides independent verification of the company’s accounts and expenses mentioned in the statutory report. Both play a vital role in ensuring transparency, accuracy, and accountability in the company’s early functioning. Their presence reassures shareholders that the company’s financial and legal disclosures are reliable, complete, and free from material misstatements.

Liquidator, Meaning, Appointment, Powers and Duties of a Liquidator

A liquidator is an official appointed to carry out the process of winding up a company under the Companies Act, 2013. The liquidator may be appointed by the Tribunal, creditors, or members, depending on whether the winding up is compulsory, voluntary, or subject to supervision. The liquidator’s primary duty is to take control of the company’s assets, realize them, and distribute the proceeds among creditors, shareholders, and other stakeholders in accordance with legal priorities. The liquidator also represents the company in legal proceedings during liquidation and ensures that all statutory obligations are complied with. Once the process is complete, the liquidator files a final report, leading to the dissolution of the company by the Tribunal or Registrar.

Appointment of a Liquidator:

The appointment of a liquidator is an important step in the process of winding up a company. A liquidator may be appointed in cases of compulsory winding up by the Tribunal, or in voluntary winding up by members or creditors.

In the case of compulsory winding up, the National Company Law Tribunal (NCLT) appoints an Official Liquidator or a Company Liquidator. The liquidator is usually selected from a panel maintained by the Central Government. The liquidator’s appointment must be confirmed by the Tribunal, and he functions under its supervision and control.

In voluntary winding up, the company appoints a liquidator in a general meeting through an ordinary resolution (for members’ voluntary winding up) or through a creditors’ meeting (for creditors’ voluntary winding up). Once appointed, the liquidator’s details must be filed with the Registrar of Companies (ROC).

If the creditors and company nominate different persons, the creditors’ choice prevails. The liquidator remains in office until the winding-up process is complete, unless removed or replaced by the Tribunal. His appointment ensures proper realization of assets, settlement of debts, and fair distribution of surplus among stakeholders, ultimately leading to the company’s dissolution.

Powers of a Liquidator:

  • Powers with Sanction of Tribunal

Certain powers of a liquidator can only be exercised with the approval of the Tribunal (NCLT). These include: instituting or defending legal proceedings in the company’s name, carrying on the company’s business for beneficial winding up, selling the company’s assets as a whole or in parts, raising money on the company’s security, and executing deeds or documents on its behalf. These powers ensure that the liquidator acts in the best interest of creditors and shareholders under judicial supervision. Such sanction provides checks against misuse of authority and safeguards fairness in the liquidation process.

  • Powers without Sanction of Tribunal

The liquidator also enjoys independent powers that can be exercised without Tribunal approval. These include: collecting and realizing assets of the company, obtaining professional assistance from accountants, advocates, or valuers, taking custody of property, inspecting company records, and settling claims of creditors. He can also execute documents, make compromises regarding debts, and distribute surplus among members. These powers allow the liquidator to carry out day-to-day duties efficiently and ensure timely progress of winding up. However, the liquidator must always act in good faith, transparently, and within the framework of the Companies Act, 2013.

Duties of a Liquidator:

  • Statutory Duties

A liquidator has certain duties mandated by law. He must take custody and control of all company property, maintain proper books of account, and submit necessary statements of affairs to the Tribunal and Registrar of Companies (ROC). He must convene meetings of creditors and members when required, keep them informed of progress, and file periodic reports. At the end of the winding-up process, the liquidator prepares a final report and statement of account showing how assets were realized and distributed. These statutory duties ensure legal compliance, transparency, and proper supervision of the winding-up process.

  • Fiduciary and Administrative Duties

In addition to statutory requirements, a liquidator owes fiduciary duties to act honestly and fairly for the benefit of creditors and members. He must protect and preserve assets, realize them at fair value, and distribute proceeds in accordance with the law’s priority rules. He should avoid conflict of interest, ensure equal treatment of stakeholders, and not misuse company property. Administratively, the liquidator must represent the company in legal proceedings, recover debts, and settle claims efficiently. His role is both managerial and fiduciary, ensuring the winding-up process is conducted with integrity, impartiality, and accountability.

Conversion of a Public Company into Private Company and Vice-versa

A Public company goes private when a acquiring entity (e.g., private equity firm, management group) buys all publicly traded shares. This delists the company from stock exchanges, concentrating ownership with a small number of private investors. Primary motivations include escaping the high costs and regulatory scrutiny (e.g., Sarbanes-Oxley) of being public, and gaining freedom to execute long-term restructuring strategies away from quarterly market pressures.

Conversion of a Public Company into Private Company:

Procedure (Section 14 & Rules):

  1. Board Meeting → Pass a resolution to alter Articles of Association (AOA) by inserting restrictive provisions (transfer of shares, limit on members, no public invitation).
  2. Special Resolution → Pass at General Meeting with 75% majority to approve conversion.
  3. Approval of Tribunal (NCLT) → Prior approval of National Company Law Tribunal is required.
  4. Filing with ROC → File altered AOA, special resolution, and NCLT order with Registrar of Companies.
  5. New Certificate of Incorporation → Issued by ROC, confirming conversion into a private company.

Key Point: Conversion does not affect existing liabilities, debts, or obligations of the company.

Conversion of a Private Company into Public Company:

A Private company goes public via an Initial Public Offering (IPO), issuing new shares to public investors on a stock exchange. This provides access to vast capital for growth, facilitates acquisitions using publicly traded stock, and enhances prestige and liquidity for early investors and founders, albeit with significantly increased regulatory compliance and reporting obligations.

Procedure (Section 14 and Rules):

  1. Board Meeting → Pass a resolution for conversion.
  2. Alter Articles of Association (AOA) → Remove restrictive clauses (limit on members, transfer restrictions, public subscription prohibition).
  3. Special Resolution → Pass in General Meeting with 75% majority.
  4. Filing with ROC → Submit altered AOA and special resolution with Registrar of Companies.
  5. Fresh Certificate of Incorporation → ROC issues a new certificate recognizing the company as a public company.

Key Point: Minimum requirements for a public company (7 members, 3 directors, no restriction on shares, etc.) must be fulfilled.

In Short:

  • Public → Private → Needs NCLT approval.
  • Private → Public → Only requires alteration of AOA & ROC approval.

Classification of Companies: On the Basis of Incorporation, Liability, Members, Control, Other types of Companies

A company in India is a legal entity formed under the Companies Act, 2013 that has a separate identity distinct from its members. It is an artificial person created by law, capable of owning property, entering into contracts, suing, and being sued in its own name. The liability of members is generally limited to the extent of their shareholding. Companies in India may be private, public, or one-person companies, depending on ownership and regulatory requirements. By obtaining incorporation, a company enjoys perpetual succession and a common seal, ensuring continuity despite changes in ownership or management.

Classification of Companies: On the Basis of Incorporation

  • Chartered Companies

A Chartered Company is a company incorporated under a special charter granted by the monarch or sovereign authority. Such companies derive their powers, rights, and obligations from the charter itself, and not from any general company law. They were more common in England during the colonial era, such as the East India Company. In India, this form does not exist under the Companies Act, 2013, as incorporation is regulated only through statutory law. However, it is studied historically to understand the origin and evolution of corporate entities and their governance structures.

  • Statutory Companies

A Statutory Company is incorporated by a special Act of Parliament or State Legislature. Its powers, objectives, and management structure are defined in that Act itself. These companies are usually created for public utility services, such as transport, insurance, finance, and infrastructure. Examples in India include Reserve Bank of India (RBI), Life Insurance Corporation of India (LIC), Food Corporation of India (FCI), etc. Such companies are governed primarily by their special Act, but provisions of the Companies Act, 2013 apply wherever not inconsistent. They enjoy special privileges but also face stricter public accountability.

  • Registered Companies

A Registered Company is one that is incorporated under the Companies Act, 2013, or any earlier company law in India. These companies come into existence after registration with the Registrar of Companies (ROC) and obtaining a Certificate of Incorporation. Registered companies may be private companies, public companies, or one-person companies. They derive their powers, objectives, and internal rules from their Memorandum of Association (MOA) and Articles of Association (AOA). Registered companies enjoy benefits such as separate legal entity, limited liability, perpetual succession, and transferability of shares, making them the most common form of companies in India.

Classification of Companies: On the Basis of Liability

  • Companies Limited by Shares

A Company Limited by Shares is the most common type in India. In this form, the liability of each member is restricted to the unpaid amount on the shares they hold. If the company faces losses or is wound up, members are not personally liable beyond the unpaid value of their shares. This protects personal assets of shareholders, encouraging investment. Such companies may be private or public. Example: Most joint stock companies registered under the Companies Act, 2013 are limited by shares. This form ensures financial security for members and credibility for external investors.

  • Companies Limited by Guarantee

A Company Limited by Guarantee is one where members’ liability is limited to a predetermined amount they agree to contribute at the time of winding up. Members are not required to pay during normal operations but must contribute up to the guaranteed amount if the company is liquidated. Such companies are usually formed for non-profit purposes, including charities, clubs, and research associations. They focus on promoting education, arts, science, culture, or sports rather than profit-making. In India, these companies are registered under the Companies Act, 2013, and may or may not have share capital.

  • Unlimited Companies

An Unlimited Company is one in which the liability of members is unlimited. This means that if the company is unable to pay its debts during winding up, members are personally liable for the entire debt, even beyond their shareholding. Their personal assets can be used to meet the company’s liabilities. Such companies may or may not have share capital. Due to the high financial risk involved, unlimited companies are very rare in India. They are governed by the Companies Act, 2013 but are not generally preferred as they do not provide limited liability protection.

Classification of Companies: On the Basis of Members

  • Private Company

A Private Company is one that restricts the right to transfer its shares and limits the number of its members to 200 (excluding present and past employees). It must have a minimum of 2 members and 2 directors. A private company cannot invite the public to subscribe for its shares or debentures. It enjoys certain privileges under the Companies Act, 2013, such as exemption from issuing a prospectus and holding statutory meetings. Private companies are widely preferred by small businesses and family-owned enterprises due to greater flexibility, privacy in operations, and less regulatory compliance compared to public companies.

  • Public Company

A Public Company is one that is not a private company. It requires a minimum of 7 members and 3 directors, with no upper limit on membership. Public companies can invite the public to subscribe to their shares or debentures through a prospectus and can list securities on stock exchanges. They are subject to stricter regulations and disclosures under the Companies Act, 2013, ensuring transparency and protection of investors. Examples include large corporations like Reliance Industries, Infosys, and Tata Steel. Public companies are essential for raising large-scale capital and contributing significantly to the economic development of India.

  • One Person Company (OPC)

A One Person Company (OPC) is a unique form introduced by the Companies Act, 2013, allowing a single individual to incorporate a company. It requires only one member and one director, though the same person can hold both positions. OPC combines the advantages of a sole proprietorship and a private company, offering limited liability and separate legal entity status while maintaining full control with the single owner. It cannot invite public investment and has restrictions on turnover and paid-up capital. OPCs are suitable for small entrepreneurs, professionals, and startups seeking the benefits of corporate structure with limited compliance.

Classification of Companies: On the Basis of Control

  • Holding Company

A Holding Company is one that has control over another company, called a subsidiary company. Control is exercised by holding more than 50% of the equity share capital or controlling the composition of the board of directors. The holding company supervises policies, management, and financial decisions of its subsidiaries. This structure allows large corporate groups to manage diverse businesses under one umbrella. In India, provisions related to holding and subsidiary companies are defined under the Companies Act, 2013. Example: Tata Sons Limited acts as the holding company for several Tata Group subsidiaries in various industries.

  • Subsidiary Company

A Subsidiary Company is one that is controlled by another company, known as the holding company. The control may be in the form of the holding company owning more than half of its share capital or controlling its board of directors. Subsidiaries may operate independently but remain accountable to their holding company. This structure helps in diversification, expansion into new markets, and better risk management. Under the Companies Act, 2013, a subsidiary can also be a wholly owned subsidiary if 100% of its shares are held by the holding company. Example: Infosys BPM is a subsidiary of Infosys.

  • Associate Company

An Associate Company is one in which another company has a significant influence but is not its holding or subsidiary company. According to the Companies Act, 2013, significant influence means control of at least 20% of the total voting power or participation in business decisions under an agreement. Associate companies are often formed through joint ventures or strategic alliances to achieve mutual business goals. They provide opportunities for collaboration without full ownership. Example: Maruti Suzuki India Limited was initially an associate of Suzuki Motor Corporation before Suzuki increased its stake to make it a controlling shareholder.

Classification of Companies: Other types of Companies

  • Government Company

A Government Company is one in which not less than 51% of the paid-up share capital is held by the Central Government, a State Government, or jointly by both. Such companies are established to undertake commercial activities on behalf of the government while enjoying operational flexibility. They are governed by the Companies Act, 2013, but also subject to government oversight. Examples include Steel Authority of India Limited (SAIL) and Bharat Heavy Electricals Limited (BHEL). Government companies play a vital role in infrastructure, energy, defense, and other key sectors contributing to the economic development of India.

  • Foreign Company

A Foreign Company is one that is incorporated outside India but has a place of business in India, either directly or through an agent, branch office, or electronic mode, and conducts business activity in India. Under Section 2(42) of the Companies Act, 2013, such companies must comply with certain provisions of Indian company law, including filing documents with the Registrar of Companies (ROC). Examples include Microsoft Corporation (India) Pvt. Ltd. and Google India Pvt. Ltd. These companies bring investment, technology, and global business practices, contributing significantly to India’s growth and international trade relations.

  • Small Company

A Small Company is a private company that meets the criteria specified under Section 2(85) of the Companies Act, 2013. As per the latest amendment, a company is classified as small if its paid-up share capital does not exceed ₹4 crores and its turnover does not exceed ₹40 crores. It cannot be a public company, holding or subsidiary company, Section 8 company, or a company governed by special laws. Small companies enjoy simplified compliance requirements, lower filing fees, and lesser regulatory burden, making them suitable for startups and small entrepreneurs seeking limited liability with ease of doing business.

  • Dormant Company

A Dormant Company is one that has been formed and registered under the Companies Act, 2013 but is not carrying on any significant business or operations. It may also be a company formed for a future project or to hold an asset or intellectual property. Such companies can apply for the status of a dormant company with the Registrar of Companies to avoid heavy compliance requirements. They are required to maintain minimal compliance, such as filing annual returns. This provision benefits entrepreneurs who want to keep a company name or structure ready for future business opportunities.

  • Section 8 Company

A Section 8 Company is one established for charitable or non-profit objectives such as promoting commerce, art, science, education, sports, research, social welfare, religion, or environment protection. It is registered under Section 8 of the Companies Act, 2013 and enjoys several privileges, such as tax exemptions and relaxed compliance norms. Unlike other companies, its profits cannot be distributed as dividends to members but must be reinvested to further its objectives. Examples include organizations like CII (Confederation of Indian Industry). Section 8 companies are crucial for promoting social development, community welfare, and philanthropic activities in India.

Steps involved in Incorporation of a Company (Section 7 of The Companies Act 2013)

Incorporation means the process of forming and registering a company with the Registrar of Companies (ROC). Once incorporated, the company becomes a separate legal entity.

Steps Involved in Incorporation:

1. Application for Incorporation

  • File an application with the Registrar of Companies (ROC).

  • Application must be submitted in prescribed forms (SPICe+ form) along with required documents.

2. Required Documents (Section 7(1))

The following documents must accompany the application:

  1. Memorandum of Association (MOA): Stating company’s name, objectives, and scope.

  2. Articles of Association (AOA): Rules and regulations for internal management.

  3. Declaration by professionals: An affidavit by an advocate, CA, CS, or CMA stating compliance with legal requirements.

  4. Affidavit by subscribers and first directors: Declaring they are not convicted of offences related to company promotion/management.

  5. Proof of address of registered office.

  6. Particulars of subscribers to MOA (name, address, occupation, shares taken).

  7. Particulars of first directors (name, address, DIN, consent to act as director).

3. Verification by Registrar (Section 7(2))

  • ROC verifies documents and information.

  • If found complete and valid → company is registered.

4. Issue of Certificate of Incorporation (Section 7(2))

  • ROC issues a Certificate of Incorporation with a unique Corporate Identity Number (CIN).

  • This is conclusive evidence that all requirements of the Act are complied with.

5. Effect of Incorporation (Section 7(3))

  • Company becomes a separate legal entity.

  • It can sue and be sued, own property, and enter into contracts.

6. Furnishing of False Information (Section 7(4) & 7(5))

  • If false information is given during incorporation:

    • The promoters, directors, or persons furnishing false details are liable for action.

    • Company may be struck off or penalized.

In short:

Application → Submit Documents → Verification by ROC → Certificate of Incorporation → Company gets Legal Status

Business Environment Bangalore North University BBA SEP 2024-25 3rd Semester Notes

Unit 1 [Book]
Business Environment, Meaning, Nature and Scope, Importance, Components of Business Environment VIEW
Environmental Analysis, Meaning, Importance, Steps in Business Environmental Analysis VIEW
SWOC Analysis VIEW
SWOT Analysis VIEW
Unit 2 [Book]
Political Environment, Meaning, Importance and Components of Political Environment in Business, Impact of Political Environment on Business Decisions VIEW
Economic Environment, Meaning, Importance and Components of Economic Environment in Business VIEW
Indicators of Economic Environment VIEW
Economic Reforms VIEW
Liberalization VIEW
Globalization and its impact on Business VIEW
Business Cycle and its impact on Business VIEW
Unit 3 [Book]
Meaning and Importance of Socio-Cultural Environment in Business, Elements of Socio-Cultural Environment, Impact of Culture on Business Practices VIEW
Corporate Social Responsibility and its Importance VIEW
Unit 4 [Book]
Meaning and Importance of Technological Environment in Business, Components of the Technological Environment, Impact of Technology on Business Functions VIEW
Challenges in Adapting to New Technology VIEW
Unit 5 [Book]
Meaning and Significance of the Natural Environment in Business, Elements of the Natural Environment VIEW
Impact of Business on the Natural Environment VIEW

Corporate Administration Bangalore North University BBA SEP 2024-25 3rd Semester Notes

Unit 1 [Book]
Introduction to Companies Act, 2013; Meaning, Definition and Features of a Company VIEW
Classification of Companies: On the Basis of Incorporation, Liability, Members, Control, Other types of Companies VIEW
Conversion of a Public Company into Private Company and Vice-versa VIEW
Unit 2 [Book]
Meaning of Incorporation of a Company VIEW
Promoters, Meaning and Functions VIEW
Steps involved in Incorporation of a Company (Section 7 of The Companies Act 2013) VIEW
Filing of Documents and Information with the Registrar for Incorporation VIEW
Prospectus, Meaning and Contents VIEW
Memorandum of Association, Meaning, Clauses VIEW
Doctrine of Ultra-Vires VIEW
Articles of Association, Meaning and its Contents VIEW
Doctrine of Constructive Notice VIEW
Doctrine of Indoor Management VIEW
Differences between Memorandum of Association and Articles of Association VIEW
Unit 3 [Book]
Key Managerial Personnel in Company Administration
Full Time Directors VIEW
Resident Director, Independent Director VIEW
Women Director VIEW
Director, Meaning, Appointment, Powers, Duties and Removal of Directors, Number of Directors, Directors Identification Number VIEW
Managing Director, Meaning, Appointment, Powers, Duties VIEW
Removal of Managing Director VIEW
Company Secretary, Meaning, Qualification, Appointment, Functions and Removal of Company Secretary VIEW
Payment of Remuneration to Key Managerial Personnel VIEW
Unit 4 [Book]
Meaning of Meetings VIEW
Requisites of a Valid Meeting VIEW
Types of Meeting:
Statutory Meeting VIEW
Annual General Meeting VIEW
Extraordinary General Meeting VIEW
Board Meeting VIEW
Resolutions VIEW
E-voting and Video Conferencing VIEW
Maintenance of Minutes (Digital & Physical) VIEW
Role of Company Secretary in Meetings VIEW
Unit 5 [Book]
Salient Features of Insolvency and Bankruptcy Code, 2016 VIEW
Winding Up of a Company: Meaning, Modes VIEW
and Consequences of Winding Up VIEW
Liquidator, Meaning, Appointment, Powers and Duties of a Liquidator VIEW

Make in India Initiatives and Benefits available

Make in India is a flagship initiative launched by the Government of India on September 25, 2014, by Prime Minister Narendra Modi to transform India into a global manufacturing hub. The program aims to enhance investment, foster innovation, build best-in-class manufacturing infrastructure, and ease doing business. It was introduced to counter declining manufacturing growth and job creation and to reduce dependency on imports. Initially focused on 25 priority sectors such as automobiles, textiles, and electronics, Make in India has since expanded to cover all manufacturing industries. The initiative also aligns with Atmanirbhar Bharat (Self-Reliant India) by promoting domestic production and global competitiveness. Through policy reforms, FDI liberalization, and support to MSMEs, the mission drives economic growth, job creation, and global export capability.

  • FDI Policy Liberalization:

Make in India significantly eased Foreign Direct Investment (FDI) norms to attract global investors. The government has allowed up to 100% FDI in most sectors through the automatic route, including defence, telecom, and railways. This liberalization aims to bring capital, technology, and management expertise into India. By simplifying approval processes and reducing red tape, the initiative positions India as a lucrative destination for foreign companies to establish manufacturing units. Liberalized FDI enhances global collaboration, improves productivity, and promotes job creation across various sectors of the Indian economy.

  • Development of Industrial Corridors:

One of the key infrastructure initiatives under Make in India is the development of Industrial Corridors to support world-class manufacturing zones. The Delhi-Mumbai Industrial Corridor (DMIC) is the largest, spanning six states and equipped with smart cities, logistic hubs, and high-speed freight lines. Other corridors include Chennai-Bengaluru, Amritsar-Kolkata, and Bengaluru-Mumbai. These corridors improve connectivity, reduce logistics costs, and provide a conducive ecosystem for industries. The aim is to boost industrial output, attract investment, and create employment through modern, efficient, and sustainable infrastructure.

  • Ease of Doing Business Reforms:

To complement Make in India, the government launched a series of Ease of Doing Business reforms. These include online approvals, self-certification, single-window clearance, and faster company registration. Labour law compliance and contract enforcement mechanisms were also digitized. India’s global ranking in the World Bank’s Doing Business Index improved dramatically, highlighting the reforms’ effectiveness. These changes foster a business-friendly environment, reduce operational barriers, and encourage domestic and foreign firms to set up manufacturing units, thus advancing the mission of Make in India.

  • Public Procurement and Defence Manufacturing:

Make in India mandates domestic sourcing in public procurement, especially in critical sectors like defence and railways. Defence production, once restricted, now allows up to 74% FDI and encourages private players through the Strategic Partnership Model. The Defence Procurement Policy prioritizes Indian-designed, developed, and manufactured (IDDM) equipment. Public Sector Units (PSUs) and private industries are collaborating to make India self-reliant in defence. This not only reduces import bills but also enhances indigenous R&D, technology transfer, and employment in high-skill areas like aerospace, electronics, and weaponry.

  • Start-up and MSME Support:

Make in India supports Micro, Small, and Medium Enterprises (MSMEs) and start-ups by simplifying compliance and offering funding incentives. Schemes like Credit Guarantee Fund Trust for Micro and Small Enterprises (CGTMSE) and MUDRA loans help in easier financing. Additionally, initiatives such as SAMARTH Udyog Bharat 4.0 promote smart manufacturing among MSMEs. MSMEs are critical for job creation and supply chains, and Make in India ensures they are integrated into national and global value chains through capacity building, marketing assistance, and technological upgradation support.

  • Skill Development under Make in India:

Skilling the workforce is crucial for Make in India’s success. The initiative is closely linked with Skill India, offering training through programs like Pradhan Mantri Kaushal Vikas Yojana (PMKVY) and Skill Strengthening for Industrial Value Enhancement (STRIVE). Sector Skill Councils have been formed to design industry-relevant curricula. Training focuses on manufacturing, automation, machine operation, and quality control. These efforts ensure the availability of a competent and skilled workforce to meet the rising demand of industries, boosting employability and productivity across India’s manufacturing landscape.

  • Digital India Integration

Digital India complements Make in India by enhancing digital infrastructure, connectivity, and e-Governance. Initiatives like BharatNet, DigiLocker, and e-Sign simplify documentation and compliance for industries. The digital push enables faster approvals, better logistics, and data-driven manufacturing through Industry 4.0 tools like IoT, AI, and robotics. Technology parks and electronics manufacturing clusters are promoted under EMC 2.0. By integrating IT with manufacturing, Make in India fosters smart production systems and increases competitiveness of Indian products in the global marketplace.

  • Export Promotion and Global Branding:

Make in India also aims to boost exports by branding Indian products globally. Through initiatives like Districts as Export Hubs, Production Linked Incentive (PLI) Schemes, and trade fairs, the government supports export-oriented manufacturing. The PLI scheme, in particular, offers incentives to manufacturers in sectors like pharmaceuticals, electronics, and solar panels. These measures enhance India’s global presence and reduce the trade deficit. Export growth not only brings in foreign exchange but also drives manufacturing innovation, quality improvement, and expansion into new international markets.

Start-up India Framework and Benefits available for entrepreneurs

The Start-up India initiative, launched by the Government of India on January 16, 2016, is a transformative program aimed at building a strong and inclusive start-up ecosystem in the country. It envisions making India a global hub for innovation, entrepreneurship, and job creation. The framework focuses on removing regulatory hurdles, providing financial and infrastructural support, and promoting a culture of start-up growth. Entrepreneurs benefit from a wide range of incentives, from tax exemptions and funding access to streamlined legal procedures and networking opportunities. The initiative is managed by the Department for Promotion of Industry and Internal Trade (DPIIT).

  • Simplified Regulatory Compliance:

One of the core pillars of Start-up India is the simplification of regulatory compliance for new businesses. Start-ups can self-certify their compliance under nine labour and environmental laws for up to five years. This reduces the burden of frequent inspections and allows founders to focus on building their business. Additionally, the government has created a dedicated Start-up India portal and mobile app, enabling entrepreneurs to register and access schemes digitally. The e-Governance model ensures that regulatory bottlenecks are minimized, making it easier for start-ups to launch and grow without bureaucratic delays.

  • Start-up Recognition and DPIIT Certification:

To avail of Start-up India benefits, entrepreneurs must obtain DPIIT recognition, which validates their start-up status. To qualify, the business must be less than 10 years old, incorporated as a private limited company, partnership firm, or LLP, and have a turnover less than ₹100 crore. Once recognized, start-ups can access multiple government benefits including funding support, tax exemptions, and intellectual property assistance. DPIIT recognition also enhances credibility, making it easier to attract investments and collaborations. The entire certification process is online, making it seamless and accessible even to small-town entrepreneurs.

  • Income Tax Exemption:

Recognized start-ups are eligible for income tax exemption under Section 80-IAC of the Income Tax Act. This benefit allows start-ups to claim a 100% tax holiday for three consecutive years out of their first ten years of incorporation. To avail of this benefit, the start-up must be DPIIT certified and incorporated after April 1, 2016. The exemption is aimed at encouraging reinvestment of profits into the business during its formative years. This significantly improves cash flow and profitability, giving start-ups a stronger financial foundation to sustain and scale operations.

  • Exemption from Capital Gains Tax:

Start-up India also offers exemption from long-term capital gains tax under Section 54EE and Section 54GB, encouraging investors and promoters to reinvest gains into eligible start-ups. If capital gains are invested in the Fund of Funds or in the equity shares of a DPIIT-recognized start-up, the individual or company can claim tax exemption. This helps attract early-stage investment and supports the growth of new ventures. The policy benefits both start-ups and their investors, creating a more vibrant funding ecosystem that rewards innovation and risk-taking.

  • Fund of Funds for Start-ups (FFS):

To address funding challenges, the government launched the Fund of Funds for Start-ups (FFS) with a corpus of ₹10,000 crore, managed by SIDBI (Small Industries Development Bank of India). This fund doesn’t invest directly in start-ups but participates in SEBI-registered Venture Capital Funds, which in turn invest in start-ups. FFS encourages private investors to co-invest, thus boosting available capital in the ecosystem. It promotes inclusive growth by targeting sectors such as agriculture, healthcare, and education, and supports start-ups from Tier 2 and Tier 3 cities that often struggle to access funding.

  • Intellectual Property Rights (IPR) Benefits:

Start-up India supports innovation by making intellectual property rights (IPR) more accessible and affordable. Recognized start-ups receive up to 80% rebate on patent filing fees and 50% rebate on trademark filing fees. They also have access to fast-track examination of patents and free consultation from IPR facilitators. These benefits are essential for start-ups developing unique technologies or designs, allowing them to protect their inventions at lower costs and faster timelines. The simplified IPR framework reduces legal barriers and encourages start-ups to innovate confidently in competitive markets.

  • Government Tenders and Public Procurement:

Start-ups are given preferential access to government tenders and procurement opportunities under the Public Procurement Policy. They are exempted from prior experience, turnover, and earnest money deposit requirements while applying for tenders. This levels the playing field and allows start-ups to compete with large corporations in supplying goods and services to government departments. It not only provides revenue streams but also builds credibility and scale. Through platforms like GeM (Government e-Marketplace), start-ups can showcase and sell their products directly to government buyers with greater transparency and ease.

  • Incubation, Mentorship, and Networking:

The Start-up India program actively promotes incubation and mentorship through Atal Innovation Mission (AIM), Incubation Centres, and partnerships with leading educational institutions and corporates. Start-ups get access to physical infrastructure, co-working spaces, mentorship, and technical support through Atal Incubation Centres (AICs) and Technology Business Incubators (TBIs). The initiative also supports hackathons, boot camps, and start-up expos to facilitate networking and knowledge sharing. These resources help founders refine their business models, test ideas, and connect with investors, industry experts, and peers, thus enhancing their chances of success.

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