TYPES

OF Co’s
 Company Management

93% - Control by first 3 categories

 As on 31st May, 2018 - 17,70,654

Active Co’s 11,84,109

Co’s closed 5,41,354
Co’s under liquidation 6,077
Co’s - in the process of being 37,656
struck-off from the register
Co’s in the process of being re- 106
activated
Co’s - obtained the “dormant” 1,352
status
 Active Co’s Govt. Co’s Non – Govt. Co.
Co’s Ltd by Shares 1618 11,60,563
Private Ltd. 462 10,85,872
OPC’s 10,978
Public Ltd. Co’s 1156 63,713
Type of Co. Total Govt. Co Non Govt. Co.
Co Ltd by Guarantee 6734 8 6726
Unlimited Co’s 387 1 388

No. of OPC Registered

As on 31st March 17 4843
Economic Activity Wise Statistics
Business Service 3243
Trading 381
Manufacturing 379
 State-wise Distribution of Registration of Non-Govt.
Co’s - 16-17 - 59.06% in 5 States
Sl. State 2015-16 2016-17
No % %
1 Maharashtra 18.31 17.82
2 Delhi 16.71 16.40
3 Karnataka 8.96 9.13
4 Uttar Pradesh 8.94 8.91
5 Tamil Nadu 7.23 6.81
6 Other States & Union 39.86 40.93
Territories together accounted

 Economic Activity - wise - New registered Co’s during

2016-17 – Service Sector –67.77%
 No. of Foreign Co’s Registered
2015 - 2016 149 16-17
160 - FC’s
Place % Place No. of Co’s
Delhi 28.86% Maharashtra 51
Mumbai 28.86% Delhi 42
Haryana 11.41% Haryana 23
Karnataka 10.74%
As on 31 March 2016 - Total No. of Registered during 2016 – 17
FC Country wise FC’s
US 623 15
Singapore 441 15
UK 333 16
Japan 314 12
Germany 222 5
 No. of LLPs Registered
Year No. of LLPs
2009-10 1055
2010-11 3263
2011-12 4317
2012-13 3813
(Up to 31.12.2012)
 Vanishing Co’s

IPOs (1992 to 2005) - 238 Co’s were identified as “Vanishing

Co’s”
Dec. 2017 – 77 Co’s - Untraced – (Source – Economic Times)
191 – BSE -2016
 Regional Directors
Region Place
1 Eastern Region Kolkata
Section 441 (2) (b)
2 Southern Region Chennai-
“Regional Director”
3 South East Region Hyderabad
means - A person
4 Northern Region Noida (Up)
appointed by CG as a
5 North Western Region Ahmadabad
RD for the purposes of
6 North Eastern Region Shillong
T/A.
7 Western Region Mumbai

 Supervise - Working of the offices of ROC’s & OL’s – Region wise.

 Liaison with respective SG & CG in matters relating to the
administration of Co’s Act & LLP Act.
 Certain powers of CG U/T/A - Delegated to RD’s.
 RD - Declared as HOD
 Inspection unit attached to office of every RD - Carrying
out the inspection of the books of accounts of Co’s U/S
209A, CA.
 Registrar of Companies
Appointed - U/S Sec 2 (75) 2013 (609, 56)
 “Registrar” means a Registrar (ROC) - Addl. Reg.
- Jt. Reg. - Dy. Reg. - Asst. Reg. –
Having the duty of registering Co’s & discharging
various functions U/T/A;
 Primary duty - Registering Co’s & LLPs – In
respective states & Union Territories
 Ensuring - Co’s & LLPs comply with statutory
requirements U/T/A
 ROC’s function - Registry of records - which are
available for inspection by members of public on
payment of the prescribed fee.
 CG exercises administrative control over these
offices through the respective RD’s.
 ROC ROC
1 Andhra Pradesh & Telangana 11 Madhya Pradesh
2 Assam, Meghalaya, Manipura, 12 Maharashtra (A) Mumbai (B)
Tripura, Mizoram, Nagaland & Pune
Arunachal Pradesh
3 Bihar (ROC Patna) & 13 Orissa
Jharkhand (ROC Ranchi)
4 Chattisgarh 14 Puducherry
5 Delhi (New Delhi) & Haryana 15 Punjab , Chandigarh &
(Gurgaon) Himachal Pradesh
6 Goa, Daman & Diu 16 Rajasthan
7 Gujarat 17 Tamil Nadu - (A) Chennai
(B) Coimbatore
8 Jammu And Kashmir 18 Uttar Pradesh & Uttarakhand
(Kanpur)
9 Karnataka 19 West Bengal
10 Kerala
 Official Liquidators Chp. XX – Part IV -
Sec. 359, 2013 (U/S 448, CA, 1956)
 Officers appointed by CG
 2(61) “Official Liquidator” means an OL appointed
under S. 359(1)
 Co. Liquidators & their appointments – S. 275
 Attached to various High Courts / NCLT.
 Under the administrative charge of the respective RD’s
 Conduct of WU of affairs of the Co’s
 Act under the responsibility U/S 360 (2013) (U/S 463
(1956)) of exercising overall control over OL
 To ensure – OL - faithfully perform duties & duly
observe all the requirement imposed on them U/T/A or
the Rules.
Listed Co. Unlisted Co.
 Banking Company 2(9)
 Means a “Banking Co.” as defined in Sec. 5 (c) of the Banking
Regulation Act, 1949
 Sec 5(c) - Banking Co. - Means any Co. which transacts the
business of banking in India;
 Explanation - Any Co. which is
 Engaged in the manufacture of goods / carries on any trade &
 Which accepts deposits of money from the public
 Merely for the purpose of financing its business (as
manufacturer / trader)
 Shall not be deemed to transact the business of banking
within the meaning of T/Cl.;
 Sec. 1(4) – P/O/T/A shall apply to –
 (c) Banking Co’s, except in so far as the said provisions
are inconsistent with the provisions of the Banking
Regulation Act, 1949;
 Sec 1 (4) - Provisions of this Act shall apply to -
(a) Co’s incorporated U/T/A / Under any previous Co. law;
(b) Insurance Co’s, except in so far as… Provisions are inconsistent
with the provisions of the Insurance Act, 1938 / IRDA, 1999;
(c) Banking Co’s, except… Provisions are inconsistent with the
provisions of the Banking Regulation Act, 1949;
(d) Co’s engaged in the generation / supply of electricity…
Provisions are inconsistent with the provisions of Electricity Act,
2003;
(e) Any other Co. governed by any special Act…Provisions
are inconsistent with the provisions of such Special Act;

(f) Such body corporate, incorporated by any Act…, as CG may, by

notification, specify in this behalf, subject to such exceptions,
modifications / adaptation, as may be specified in the notification.
 Small Co. - Sec. 2 (85)
 Means a Co. other than a PLC -
(i) Paid - up Share Cap. - Does not exceed Rs.
50 lakh / such higher amount as may be
prescribed which shall not be more than Rs. 5
crore; or
(ii) Turnover… as per its last profit & loss
account does not exceed Rs. 2 crore / Such
higher amount… which shall not be more than
Rs. 20 crore:
 P… Nothing in this Cl. shall apply to -
(A) a Holding Co. / a Subsidiary Co.;
(B) a Co. registered U/S 8; /
(C) a Co. / body corporate governed by any
special Act;
 Small Co. - Sec. 2 (85)
 S. 2 (91) - Turnover - means the aggregate value
of the realisation of amount made from
 Sale - Supply /
 Distribution of goods / On account of services
rendered / Both
 By the Co. during a FY.
 Small Co.
P... in relation to OPC & Small Co. -
Annual return
Sec. 92 (1) -
Shall be signed by – CS /
Annual Return:
Where there is no CS –
By the director of the Co.
Other Co’s - Signed by a director & CS/
where there is no CS, by a CS in
practice
(5) A OPC, Small Co. & Dormant Co. shall be
deemed to have complied with T/P/O/T/S - if at
Sec. 173 -
least
Meetings of One meeting of BOD has been conducted in
Board
each half of a calendar year &
Gap between the two meetings is not less
than 90 days
 Small Co.
 SS. 230 & 232 – Approval by 90% No.
Sec. 233 - of Shares – Declaration of Solvency –
Merger / 9/10th of Creditors Approve
Amalgamation  File the Scheme to - CG – ROC – OL
of certain  CG shall register the scheme & issue a
Co.’s
confirmation
 Dissolution of Co. without the process
of WU

Sec.2(40) – P… Financial statement, with respect to

Financial OPC, Small Co. & Dormant Co., may
Statement not include the cash flow statement;
(operating, investing & financing)
Investopedia
 Co Ltd. By Share/Guarantee?
 Co. - having no authorised capital - Cannot be
said – Co. having a share capital - Only a Co.
Ltd. by guarantee.
 Re, Yogam (S N D P) (1970) 40 Comp Cas 60 (Ker)
COMPANY LIMITED BY SHARES
 Liability of each SH is Ltd. by - No. of shares
taken
 Cannot be called on to contribute beyond the
amount unpaid on his shares
 In a Ltd. Co. - Liability of all / any of the
directors / manager may - if so provided by
MOA - Be unlimited (vide SS 322 & 323)
 Obligation of Directors - Managers –
New Law - Sec. 286 – CA 2013
 In case of a Ltd. Co. - Any person who is / has been a director /
manager - Whose liability is unlimited U/T/P/O/T/A –
 Shall, in addition to his liability - if any - To contribute as an
ordinary member –
 Be liable to make a further contribution as if he were at the
commencement of WU - a member of an unlimited Co.
 P… A person who has been a director / manager shall not be
liable to make such further contribution –
He has ceased to hold office for a year / upwards before the
commencement of WU
In respect of any debt / liability of the Co. contracted after he
ceased to hold office;
Subject to AOA - unless NCLT deems it necessary to require the
contribution in order to satisfy the debts & liabilities, & the costs,
charges & expenses of WU.
Purpose, Nature & Advantages of a Guarantee Co. -
Palmer’s Co. Precedents
 Greater Elasticity - Utmost freedom
 Holding of shares is in no sense an essential
feature of membership
 Large proportion of - Co’s Ltd. by guarantee -
are registered under a licence from BOT – UK -
(S.19)
See Sec. 8, CA, 2013 – Not for Profit Co. –
 Assn. formed for Promoting Commerce – Art –
Science – Religion - Charity - other useful object.
 Palmer’s Co. Precedents
 Other concerns adopt this mode of incorporation as
being better suited to their circumstances - In particular,
Co’s for -
 E.g. of Co. Limited by Guarantee
 Advanced PCB Technologies Pvt. Ltd.
 Bharat Heritage Foundation
 Central Circuit Cine Association (1952)
 Dr. Reddy’s Research Foundation (1986)
 Not for Profit Companies ?
 NSE’s Subsidiary Co’s
National Securities Depository Ltd. (NSDL)
National Commodity & Derivatives Exchange Ltd.
(NCDEX)
NSE IFSC Clearing Corporation Ltd. (NICCL)
 Co. Ltd. by Guarantee – Sec. 4
 (II) In the Case of a Co. Ltd. By Guarantee - Amount
up to which each Member Undertakes to Contribute -
 (A) To the assets of the Co. in the event of its
being WU
While he is a member / within one year after he ceases
to be a member,
For Payment of the debts & liabilities of the Co. / of
such debts & liabilities as may have been contracted
before he ceases to be a member, as the case may be;
 (B) To the costs, charges & expenses of WU &
for adjustment of the rights of the
contributories among themselves;
 (E) In the Case of a Co. having a Share Capital
 (i) Amount of share capital with which the Co. is to be
registered &
Division thereof into shares of a fixed amount
No. of shares which the subscribers to MOA agree to
subscribe (shall not be less than one share) &
 (ii) No. of shares each subscriber to MOA
intends to take, indicated opposite his name.
 (I) In the case of a Co. Ltd. by shares
that liability of its members is limited to the amount
unpaid, if any, on the shares held by them; &
 See Sec. 13 (4) CA, 1956 - Similar
 Associate Company 2 (6)
In relation to another Co.,
Means a Co. in which that other Co. has a
significant influence,
But which is not a subsidiary Co. of the
Co. having such influence & includes a
JVC.
Explanation - For the P/O//T/Cl.
“Significant Influence” means
Control of at least 20% of total SC, / of
business decisions under an agreement;