Indian company law regulates the corporations formed under the Section 2(20)

Indian Companies Act 2013.

"Company means a company incorporated under this Act or under any previous
Company Law"

History[edit]
Companies in India are regulated through the Companies Act, 1956 (repealed
law), Companies Act 2013 (present law) and related laws & regulations, which
are administered by the Ministry of Corporate Affairs (MCA).[1]
The MCA works through two branches i.e., Regional Director (RD) and Registrar
of Companies (ROC). At present, India has seven such Directors and 22 ROCs.
These two branches are also called In-house source of adjudication.
Recent changes in Indian Company law[edit]
 Companies Act 2013
 Companies (1st Amendment) Act, 2015
 Companies (2nd Amendment) Act 2017
 Companies (3rd Amendment) Act 2019
 Companies (Amendment) Bill 2020
 Companies Fresh Start Scheme 2020
 Companies (Amendment) Ordinance 2018
 Companies (1st Amendment) Ordinance 2019
 Companies (2nd Amendment) Ordinance 2019

Companies (1st Amendment) Act 2015[edit]

The amendment Act (21 of 2015) has received an assent of president of India on
25th May 2015 and published through an official notification in The Gazette of
India on 26th May 2015. The amendment act contained 23 sections and issued
one notification[2] on 29th May 2015 to implement 1 to 13, and 15 to 23 sections of
the said act. The act was passed to further amend and consolidate the Companies
Act 2013.
In the country a company may be incorporated either private or public. A creator
of the company needs to comply with various conditions includes prescribed
amount of the paid up capital - private company to have minimum of rupees 1
lac, and a public company rupees 5 lac during the life its life time. However, the
amendment act was proved as one of the source of relief among all the business
doers since the strict criteria of capital was removed. The amendment act was
passed to serve many objectives with a common instrument includes Ease of
doing business, to substitute common seal of a company with human way of
signing any document.
Companies (2nd Amendment) Act 2017[edit]
The MCA in India has given way to a new Act with effect from 26 January 2018.
It includes 93 sections and out of that 90 (approx. ) sections has been notified by
the Ministry through 11 notifications including the latest issued on 19 September
2018. The new Act has given rise to the number of new concepts and also have
made the principal act simplified and comprehensive.
However, the amendment in the principal act is still under process. In the recent
amendment, the MCA has also notified changes in section 134 of the principal act
to get mandatory sign the financial statements from the CEO of the Company, if
any.
Companies (3rd Amendment) Act 2019[edit]
Companies (Amendment) Bill 2020[edit]
The bill (88 of 2020) was introduced in the lok sabha (i.e., lower house of the
Indian parliament) on 17th March 2020 by the Finance minister Ms Nirmala
Sitharaman.
The bill seeks to amend the Companies Act 2013, and yet to become full law. It
gives rise to following concepts:
1) Direct listing of the Indian companies in the permitted foreign jurisdictions. 2)
Exemption from setting up of CSR committee, and carry forward mechanism
under section 135 of the Companies Act 2013. 3) A new chapter to be added in
producer companies. 4) Exemption to registered NBFCs from filing resolutions
with ROC (i.e., Companies registry) under section 117 of the Companies Act
2013. 5) Exclusion of the listed company from the definition of Listed entity.
Companies Fresh Start Scheme, 2020[edit]
Ministry of Corporate Affairs has introduced this scheme to enable all the
defaulting companies to make their defaults good by filing all the pending E-
forms (hereinafter called "the belated documents"), includes Financial statements
and Annual return, without payment of any fee other than the normal statutory
fee to be applicable pursuant to Company (Registration offices and fees) Rules
2014. The scheme also provide an immunity from prosecution to the extent the
default is related to filing of any e-form.
The scheme serves a motive of "Fresh Start as a fully compliant entity"
The scheme acts as a one time opportunity for all defaulting companies. All such
companies may avail such scheme from 1st April 2020 to 30th September 2020.
The scheme covers 76 e-forms.
The scheme also gives an opportunity to inactive company to get the status of a
dormant company under section 455 of the Companies Act 2013.
The Companies (Amendment) Ordinance 2018[edit]
The Ministry of Corporate Affairs has constituted a committee on 13 July 2018 to
review the offenses under the Indian Companies Act 2013 ("the principal Act")
with specific terms of reference. The said committee to be tasked with the
responsibility to declogging the Corporate judiciary system in India. The
committee has further directed by the authority to make its report public within
30 days of its first meeting, accordingly, the committee has furnished the report
on 14 August 2018. In turn, the committee has recommended some amendments
needs to be implemented immediately. Such recommendations include: 1) To
enlarge the jurisdictions of the two branches of the Ministry in India i.e.,
Registrar of Companies and Regional Directors (hereinafter called "In-house
adjudications mechanism") 2) To shifting the approvals from Tribunals to In-
House adjudication mechanism 3) To also re-categorize the 'Acts/Offences'
which is currently punishable to be compounded to the 'Acts' merely resolved
 through civil liabilities etc. 4) The said committee has also recommended 33
provisions of the principal Act to be implemented immediately. .
The Ministry has also felt the needs to make it happen such recommendations
effective at the earliest from the Corporate Governance point of view. In India, if
any Act needs to be amended, the proposed changes shall be placed before the
houses of the parliament into session to make it a part of the Law. However, this
is the very first time that the Ministry has felt to bring any immediate changes
and such amendments become an act of urgency to be rollout through an
"Ordinance"
 Company rule in India
 The Indian Partnership Act, 1932
 The Limited liability Partnership Act, 2008
Incorporation[edit]
Companies can be incorporated through the rules of the Indian Companies Act
2013. Whereby the new SPICe form helps the companies to get incorporated in
one day. However, one-day company registration in India is not possible as there
required certain documents, preparation of which takes time.
Classification of the Companies on the basis of Incorporation[3]
(i) Companies incorporated under Royal Charter This was practiced by the
British Government. For example, East India Company came under Royal
Charter, which means it was granted Charter by the King or the Queen of British
and was controlled by the Charter. However, this is not much in practice now.
(ii) Companies that are incorporated by the special Act of Parliament These
Companies are incorporated under specified act of Parliament or State
Legislature . These companies are formed with the fulfillment of some specified
objects at the National level. These Companies are also called as Corporations.
For example, Reserve Bank of India or State Bank of India.
(iii) Companies incorporated under Indian Companies Act of 1956 These
companies come under the memorandum of association and articles of
association.
 Types of companies[edit]
 Sole Proprietorship - A sole proprietorship, also known as a trader firm or
proprietorship exclusively owned by one person, is a business form that is
owned and run by one individual. A sole proprietor may use a trading name or
business name other than his or her name.
 Registration not required - In summary, the biggest advantage is quick
formation and low compliances. However, the biggest disadvantage is an
unlimited liability.
 Partnership - liability is joint and unlimited. It's also not a mechanism to
be driven by Separate legal entity.
o Registration is not compulsory.
o Active partners take part in day-to-day operations of the business,
in addition to investing in it. Active partners are entitled to a share of the
enterprise's profits.
o Sleeping partners invest in the business and are entitled to a share
of its profits, but do not participate in day-to-day operations.
 Limited Liability Partnership - Liability is limited
 HUF (Hindu Undivided Family) - businesses owned by a joint
family belonging to Hindu religion. Even though Jain and Sikh families are not
governed by the Hindu law, they can still form a HUF.
 Cooperative
 Dormant company - A company which has been created for a future
project or for holding assets including intellectual property of the company
 Family Owned Business
 Pvt Ltd (Private Limited Company): ≈ Ltd (UK) - May have 2–200
shareholders; shares are held privately and cannot be offered to public.
 Small company - A company other than a public company whose paid up
share capital is not more than ₹ 50 lakh and turnover does not exceed ₹ crore.
 Ltd (Public Limited Company): ≈ plc (UK)
 Public sector undertaking (PSU) - Alternatively known as Public Sector
Enterprise (PSE). It may be public limited company listed on stock exchanges
with major ownership by a state government or a central government of India or
it may be unlisted entity with major ownership by a state government or a
central government of India. Some of these entities are formed as business
entities through special legislation, where these entities are governed by the
statutes of these legislation and may or may not be governed by company laws
like a typical business entity.
 One-person company - It is a type of private company which can have
only one director and member. At the time of incorporation of such company,
the member needs to introduce a nominee of himself.
 Unlimited Company - A company, similar to its limited company (Ltd, or
Pvt Ltd) counterpart, but where the liability of the members or shareholders is
not limited.
 Incorporated Company

FI INCORPORATON
1)Memorandum of association Duly stamped signed by directors. in the case of
public company should signed by 7 members. In the case of private company
signed by 2 person sufficient 2)Articles of association It is the rules of internal
management .pvt company can adopt table a .this is model of articles of
association 3)Consent of preposed director The consent of preposed director act
as director and purchase of share
Corporate governance[edit]
Corporate Governance
Company constitutions[edit]
Governance of the board[edit]
Under CA 2013 section 149, the provision mandate that every company shall
have board of directors.
Under CA 2013 section 169, the basic rule is that any company director may be
removed by the general meeting with a simple majority vote, after giving
"special notice" of 28 days. In companies which elect the board by proportional
representation according to section 163, there is an exception so that directors
appointed by one particular group of members cannot be ousted by the majority.
Those directors can only be removed by the members that appointed them, so as
to protect the system of proportional voting.
Employee rights[edit]
See also: Codetermination and Indian labour law
It was the view of many in the Indian Independence Movement,
including Mahatma Gandhi, that workers had as much of a right to participate in
management of firms as shareholders or other property owners. [4] Article 43A of
the Constitution, inserted by the Forty-second Amendment of the Constitution of
India in 1976,[5] created a right to codetermination by requiring the state to
legislate to "secure the participation of workers in the management of
undertakings". However, like other rights in Part IV, this article is not directly
enforceable but instead creates a duty upon state organs to implement its
principles through legislation (and potentially through court cases). In 1978
the Sachar Report recommended legislation for inclusion of workers on boards,
however this has not yet been implemented.[6]
The Industrial Disputes Act 1947 section 3 created a right of participation in
joint work councils to "provide measures for securing amity and good relations
between the employer and workmen and, to that end to comment upon matters
of their common interest or concern and endeavour to compose any material
difference of opinion in respect of such matters". However, trade unions had not
taken up these options on a large scale. In National Textile Workers Union v
Ramakrishnan[7] the Supreme Court, Bhagwati J giving the leading judgment, held
that employees had a right to be heard in a winding up petition of a company
because their interests were directly affected and their standing was not
excluded by the wording of the Companies Act 1956 section 398.
 Excel Wearv. Union of India A.I.R. 1979 S.C. 25, 36
Directors' duties[edit]
See also: Directors' duties
Duties of directors.
166. (1) Subject to the provisions of this Act, a director of a company shall act in
accordance with the articles of the company.
(2) A director of a company shall act in good faith in order to promote the objects
of the company for the benefit of its members as a whole, and in the best interests
of the company, its employees, the shareholders, the community and for the
protection of environment.
(3) A director of a company shall exercise his/her duties with due and
reasonable care, skill and diligence and shall exercise independent judgment.
(4) A director of a company shall not involve in a situation in which he may have
a direct or indirect interest that conflicts, or possibly may conflict, with the
interest of the company.
(5) A director of a company shall not achieve or attempt to achieve any undue
gain or advantage either to himself or to his relatives, partners, or associates and
if such director is found guilty of making any undue gain, he shall be liable to
pay an amount equal to that gain to the company.
(6) A director of a company shall not assign his office and any assignment so
made shall be void.
(7) If a director of the company contravenes the provisions of this section such
director shall be punishable with fine which shall not be less than
one lakh rupees but which may extend to five lakh rupees.
Companies Act 2013 section 166
Directors' owe a range of duties to the company, which primarily involve acting
within the constitution, avoiding conflicts of interest and performing their role to
a desired standard of competence. The Companies Act 2013 section 166 lists
directors' duties in seven simple sections, which reflect the existing principles
developed by the case law in the courts around most Commonwealth countries,
 in common law and equity. Part of the reason for codification of directors' duties
was to provide a transparent statement of the duties directors owe, and therefore
to publicise principles of best practice. However, because of their generality, the
case of law of the courts matters to interpret how duties will apply in specific
situations.
Corporate social responsibility[edit]
Main article: Evolution of corporate social responsibility in India
In a new with the Companies Act 2013, section 135 requires companies to spend
2% of their net profit on socially responsible projects, if they have a net worth of
over rupees 500 crore, or a turnover of over rupees 1,000 crore, or a net profit
over rupees 5 crore. Socially responsible projects are defined in Schedule VIII,
and mainly involve community development. [8]
Enforcement[edit]
 National Company Law Tribunal, replacing the previous Company Law
Board and Board for Industrial and Financial Reconstruction.
 Indian Corporate Law Service