Demystifying Indian Corporate Law: An Overview

4 min readMay 1, 2024

Introduction

Indian Corporate Law forms the backbone of business operations in India. It encompasses a set of rules and regulations that govern how companies are formed, managed, and dissolved. This body of law covers a wide range of topics, including company incorporation, corporate governance, shareholder rights, mergers and acquisitions, and regulatory compliance. Understanding Indian Corporate Law is crucial for businesses to operate legally and effectively in the country’s dynamic market. In this overview, we’ll delve into the key aspects of Indian Corporate Law, with a foundational understanding intended to navigate the corporate landscape.

Formation of Companies

Companies in India are primarily formed under the Companies Act, 2013. This legislation lays down the procedures and requirements for the establishment of various types of companies, including private limited, public limited, and one-person companies.[1]

Corporate Governance

Corporate governance refers to the system of rules and practices by which companies are directed and controlled. The Companies Act, along with guidelines issued by regulatory bodies like the Securities and Exchange Board of India (SEBI), sets out principles for corporate governance. These include board composition, shareholder rights, and disclosure norms, ensuring transparency and accountability.[2]

Shareholder Rights

Shareholders, as owners of the company, enjoy certain rights and protections under Indian Corporate Law. These rights include voting on key company matters, receiving dividends, and accessing important company information. Shareholders also have the right to inspect company records to ensure transparency and fairness.[3]

Compliance and Regulatory Requirements

The Companies Act 2013 imposes various compliance requirements on companies operating in India. These requirements ensure transparency, accountability, and proper governance within companies. Below are some key compliance areas under the Companies Act 2013: -

• Annual General Meeting (AGM): Companies are required to hold an AGM within six months from the end of the financial year and not more than fifteen months from the previous AGM. AGMs are crucial for shareholders to discuss company matters, approve financial statements, appoint auditors, and declare dividends.[4]

• Financial Statements: Companies must prepare and file annual financial statements, including the balance sheet, profit and loss account, director’s report, auditor’s report, and other documents, within prescribed timelines.[5]

• Audit and Auditor’s Appointment: Companies are required to appoint statutory auditors to audit their financial statements annually. The auditors must be appointed at the first AGM and thereafter through shareholder resolutions.[6]

• Board Meetings: Companies must hold board meetings at regular intervals (at least four times a year) to discuss and decide on various matters concerning the company’s operations, finances, strategy, and compliance.[7]

• Board Composition: The composition of the board of directors must comply with statutory requirements regarding the appointment of directors, independent directors, and women directors (in certain cases).

• Corporate Governance: Companies must adhere to corporate governance norms, including the constitution of board committees such as the audit committee, nomination and remuneration committee, and stakeholder relationship committee.[8]

• Annual Returns: Companies must file annual returns with the Registrar of Companies (RoC) containing information about the company’s share capital, directors, shareholders, meetings, and other statutory details.[9]

• Related Party Transactions: Companies are required to disclose and seek approval for related party transactions that may impact the company’s financials and governance.[10]

• Compliance Certificates: Certain companies, based on their size and nature of operations, are required to obtain compliance certificates from practicing professionals verifying adherence to various legal and regulatory requirements.[11]

• Compliance with CSR Provisions: Qualifying companies are required to comply with Corporate Social Responsibility (CSR) provisions, including formulating a CSR policy, constituting a CSR Committee, and spending on CSR activities.[12]

These are some of the key compliance requirements under the Companies Act 2013. The specific obligations may vary based on the type of company, its size, industry sector, and other factors. Companies need to stay updated with changes in regulations and ensure timely compliance to avoid penalties and legal consequences.[13]

Corporate Social Responsibility (CSR)

The Companies Act mandates certain eligible companies to allocate funds for Corporate Social Responsibility (CSR) activities. These activities aim to contribute positively to society and the environment, reflecting the company’s commitment to social welfare alongside its commercial objectives.[14]

Corporate Social Responsibility (CSR) under the Companies Act 2013 is a significant provision that mandates companies to contribute to societal development. This provision was incorporated to ensure that businesses not only focus on profit-making but also fulfil their responsibilities towards society and the environment.[15]

Under the Companies Act 2013, certain qualifying companies are required to spend a percentage of their average net profits on CSR activities. These activities typically include initiatives related to education, healthcare, environmental sustainability, rural development, and other areas that benefit society at large.

As per the Companies Act 2013, not all companies are required to undertake Corporate Social Responsibility (CSR) activities. The CSR provisions apply only to certain categories of companies based on their size, turnover, and net profits.[16]

Conclusion

Indian Corporate Law acts as a crucial guidepost for businesses, ensuring they operate ethically and within legal boundaries. By embracing its principles, companies build trust, manage risks effectively, and foster sustainable growth. Journey through this legal realm highlights the importance of staying informed and compliant, paving the way for responsible business practices. With ongoing updates and a commitment to integrity, businesses can not only succeed but also contribute positively to the economy and society.

[1] Companies Act, 2013, § 2(20)

[2] Companies Act, 2013, § 177; SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 17

[3] Companies Act, 2013, § 47, 94

[4] ICSI, https://www.icsi.edu/media/webmodules/companiesact2013/COMPANIES%20ACT%202013%20READY%20REFERENCER%2013%20AUG%202014.pdf (last visited Apr 30. 2024).

[5] Id. at 29

[6] ICSI, Supra note 4 at 44.

[7] Id. at 26

[8] Lawbhoomi, https://lawbhoomi.com/corporate-governance-under-companies-act-2013/ (last visited Apr. 30 2024).

[9] Tax Guru, https://taxguru.in/chartered-accountant/annual-filing-company-companies-act-2013.html (last visited Apr. 30 2024).

[10] Deloitte, https://www2.deloitte.com/content/dam/Deloitte/in/Documents/tax/thoughtpapers/in-tax-rpt-under-2013-act-noexp.pdf (last visited Apr. 30 2024).

[11] Tax Guru, https://taxguru.in/company-law/overview-compliances-companies-act.html (last visited Apr. 30 2024).

[12] Tax Guru, https://taxguru.in/company-law/understanding-csr-compliance-companies-act-2013.html (last visited Apr. 30 2024).