Shifting Registered Office requires board or members' special resolution and prescribed electronic filings with Registrar and Regional Director approval.
Shifting a company's registered office under the Companies Act requires different procedures depending on whether the move is within local limits, within the same Registrar jurisdiction, between Registrars, or across States. Moves within local limits need board approval and an electronic notice with premises proof; moves within the same Registrar require a members' special resolution and filings; moves between Registrars or across States require a special resolution, prior notices and advertisements to creditors, an application and annexures to the Regional Director, followed by filing the Regional Director's order and prescribed premises evidence with Registrars. Filings require electronic submission, payment of prescribed fees, and professional certification. (AI Summary)

Related party transactions require board approval, member special resolution in prescribed cases, and layered disclosure obligations.
Related party transactions under the Companies Act, 2013 require prior board approval obtained at a duly convened meeting with interested directors abstaining, and in specified circumstances also require prior members' approval by special resolution; disclosures must be made in board meeting notices, explanatory statements to general meeting notices, and the Board's Report. Specified transactions include transfers or leases of property, sale or purchase of goods, services, agency appointments, appointment to offices or places of profit, and underwriting. Ordinary course transactions on an arm's length basis are exempt; non-compliance exposes contracts to voidability and responsible directors or employees to indemnity obligations and statutory penalties. (AI Summary)

Private company compliance overhaul tightens governance, fundraising, audit and reporting obligations across definitions, capital and management roles.
The Act removes most prior exemptions for private companies, requiring filing of subscription and paid up capital before commencement, extending rights issue, preferential allotment and differential voting rules to private companies, and prohibiting unsecured deposits from directors' relatives. It also imposes expanded governance duties-KMP appointments where thresholds apply, restrictions on loans to directors, resident director requirements, consent filing for directors, limits on directorships, potential CSR obligations-and strengthened reporting, audit tenure limits, consolidated accounts and formalized meeting and director report authentication requirements. (AI Summary)

Corporate social responsibility applicability clarified: net profit definition, committee composition, excluded political contributions, and permitted implementation routes.
The notified CSR rules amend Schedule VII, define Net profit as profit per the financial statements, exclude political party contributions from CSR, permit limited expenditure on capacity building, authorize implementation through registered trusts, societies or section 8 companies or group entities, clarify CSR committee composition where independent directors are not mandated or where only two directors exist, and require continued compliance with CSR provisions for a continuous multi year period once applicability is triggered. (AI Summary)

Restriction on corporate loans to directors narrows permissible lending, prescribes narrow exceptions and criminal and financial penalties.
Section 185 broadly prohibits companies from advancing loans, including book debts, or providing guarantees or securities to directors and defined related entities, covering private and public companies. The prohibition applies to directors, directors of holding companies, partners and relatives, firms and private companies associated with such directors, and bodies corporate controlled by them. Narrow exceptions permit loans to managing or whole time directors as part of conditions of service or member approved schemes and lending in the ordinary course of a lending business charging not less than the prescribed bank rate. Contraventions expose the company to fines and the recipient director or related person to criminal and monetary penalties. (AI Summary)

Sweat equity shares issuance requires special resolution, registered valuer pricing, and mandated disclosures and accounting treatment.
Issuance of sweat equity shares allows a company to allot equity to directors or employees for know how, intellectual property or value additions in lieu of cash, subject to eligibility conditions, a members' special resolution supported by an explanatory statement, valuation by a registered valuer, quantitative ceilings, accounting treatment of non cash consideration, lock in obligations, register and disclosure requirements, and additional regulation for listed entities. (AI Summary)

Director duties and liability: statutory duties of care and exposure to personal responsibility for fraud and specified defaults.
Directors, as board appointees, carry duties to act in good faith, with due care, skill and independent judgment, avoid conflicts and not seek undue advantage; they may be characterised as agents, officers, trustees, key managerial personnel or officers in default. Liability is imposed where directors knowingly participate in, consent to, connive at, or fail to prevent defaults, and specific statutory provisions create civil and criminal exposure - including personal, unlimited liability for fraud and penalties for breaches such as misstatements in prospectuses, improper acceptance of deposits, failures in secretarial audit, and obstruction of inspections. (AI Summary)

Private placement rules restrict offers to select investors and impose prescribed documentation, banking, allotment and filing requirements.
Private placement is an offer of securities to a select group, excluding specified institutional buyers and employee scheme recipients; offers exceeding the permitted recipient limits or otherwise non compliant are treated as public offers. Offers must be made only to persons recorded prior to invitation, by prescribed private placement offer letter, with prior shareholder approval by special resolution. Subscription monies must be received through banking channels into a separate account, allotments made within the statutory timeline or monies refunded with interest, and specified filings and returns made with the Registrar and securities regulator. (AI Summary)

Bonus share issuance requires fully paid shares and member authorization, and may use specified reserve accounts as sources.
Only fully paid up bonus shares may be issued, subject to an articles provision and member authorisation on the board's recommendation. The company must have no defaults on payments of fixed deposits, debt securities or statutory employee dues; any partly paid shares must be made fully paid prior to allotment. Bonus shares may be capitalised from free reserves, securities premium and capital redemption reserve but not from revaluation reserves. Procedure requires board approval, member approval, allotment, filing the return of allotment with the Registrar, issuance of share certificates and updating registers and minutes. (AI Summary)

Class action suits enable shareholders and depositors to pursue companies, directors, auditors for prejudicial or fraudulent conduct; Tribunal manages collective claims.
Class action suits under the Companies Act, 2013 permit specified classes of members, depositors or the Central Government to file before the National Company Law Tribunal where the Tribunal assesses good faith and suitability for class treatment; on admission the Tribunal issues public notice, requires website publication, consolidates similar actions, and may appoint a lead applicant. Permissible reliefs include restraint of ultra vires or unlawful acts, invalidation of tainted resolutions, and claims for damages against the company, directors, auditors, and advisors for fraudulent or misleading conduct; audit firms and responsible partners face joint liability. (AI Summary)

Reopening of accounts: Tribunal-ordered restatement permitted upon fraud or mismanagement findings, and procedures for voluntary revision.
The Act creates a framework for re-opening books and recasting financial statements upon a court or Tribunal order when earlier accounts are found fraudulent or company affairs were mismanaged, with mandated notice to regulators and finality of revised accounts. It also permits voluntary revision of financial statements and the Board's report through Tribunal approval when the board believes past statements fail statutory requirements, subject to notice to authorities, limitations on frequency, auditor engagement, shareholder approval, and prescribed filing and disclosure procedures. (AI Summary)

Registered valuer requirement: statutory valuations must be performed by qualified registrants, with duties, disclosure and penal consequences.
The Companies Act mandates that valuations of company assets, liabilities, securities and goodwill under specified provisions be performed only by a person registered as a Registered Valuer under Section 247. Registered valuers must satisfy prescribed eligibility, be appointed by the audit committee or board, conduct impartial valuations exercising due diligence, adopt and justify appropriate valuation approaches and methods, prepare reports in prescribed form, notify convictions or professional misconduct, and face removal, appeal processes and prescribed penal consequences for contraventions. (AI Summary)