TYPES

OF Co’s
 Company Management
Co’s Controlled by the Indian
Business Groups

Co’s controlled by Govt. of India &

State Govt.’s

Co’s Controlled by MNCs & NRI

Others

93% - Control by first 3 categories

As on 31/03/ 2017 No. of Co’s Registered
Co’s on the Register 16,41,333
Co’ Closed 3,01,788
Dormant Co’s U/S 455 CA, 802
2013
Inactive Co’s U/S 455 CA, 1,38,206
2013
Co’s under process of closure 30962
Active Co’s 11.69,303

Co’s registered in 2016-17 97840

 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
Co. fails to file returns with ROC for
2 years
A listed Co. fails to file returns with
the SE for 2 years
Co. doesn’t maintain its RO at the address
mentioned in ROC

Co’s directors cannot be traced

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.
 Joint Stock Co’s / Co’s

Statutory Co.
Chartered Co.
Under Special Act / Registered Co.
Under Spl. Charter By
Statute Co. Act, 2013
King / Queen
RBI – IFCI - LIC

On Basis of Membership

Private Co. Public Co.

(Includes Deemed to be PLC)

Listed Co. Unlisted Co.

 On Basis of Liability

Co Ltd. by Unlimited
Co. Ltd. by Shares Co.
Guarantee

On Basis of Control

Holding Co &
Government Co.
Subsidiary Co.
 Other types of Co’s

Foreign Co’s
One Person Co.
Not for Profit Co’s

One Man Co.

Producer Co’s Small Co’s

Sick Industrial
Industrial Co’s
(IDRA) Co.

Associate Co’s
 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 -
Insuring against various marine risks
Insuring against accidents

Indemnifying - Members against liability to pay compensation in

respect of accidents to employees

Co’s for trade protection purposes & for mutual information

Co’s for exploring, testing & realising mines, patents & concessions

Pooling of shares & debentures in other concerns

Pooling & realising produce of various kinds.”
 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;
 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 or 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 or adaptation, as may be specified in the
notification.
Listed Co. –
Means a Co. which has any of its
securities listed on any RSE.
Sec. 2(52)

Unlimited Co. –
Means a Co. not having any limit on
the liability of its members;
Sec. 2 (92)
 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)
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