The Companies Act 2013 governs every aspect of corporate life in India: incorporation, governance, capital raising, related-party transactions, mergers, restructuring, winding up and the resolution of disputes between shareholders and management. AMLEGALS advises across this full spectrum.
The Companies Act 2013, with 470 sections and 29 schedules, governs every material corporate action in India. Board composition, independent-director requirements, related-party-transaction approvals, annual filings, auditor appointments, inter-corporate investments, dividend distribution and the entire framework of corporate governance operate under this statute. The National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT) adjudicate disputes arising under the Act.
AMLEGALS advises companies of all sizes — from promoter-led private companies to listed entities and foreign subsidiaries — on governance compliance, shareholder disputes, director liability, corporate restructuring and NCLT proceedings. The practice integrates company law with the firm’s SEBI, competition and tax capabilities to provide unified corporate legal advisory.
Advising on board composition, committee constitutions, independent-director compliance and governance best practices under the Companies Act 2013.
Advising and representing parties in oppression and mismanagement proceedings, deadlock resolution and shareholder-agreement enforcement.
Defending directors against disqualification under Section 164/167 and liability for acts of the company.
Advising on schemes of arrangement, mergers, demergers, slump sales and fast-track mergers under Sections 230–233.
Managing annual filings, event-based filings and correspondence with the Registrar of Companies.
Representing companies and stakeholders in proceedings before the NCLT and appeals to the NCLAT.
The Act mandates minimum board composition (Section 149), at least one woman director for prescribed classes of companies, independent directors for listed and specified public companies, audit committees (Section 177), nomination and remuneration committees (Section 178), and compliance with the Schedule IV code for independent directors. Related-party transactions require audit-committee and board approval under Section 188, with shareholder approval for material transactions.
Sections 241–242 empower the NCLT to provide relief where the affairs of a company are conducted in a manner oppressive to any member or prejudicial to public interest or the interests of the company. The NCLT can order buyback of shares, regulate the conduct of affairs, remove or restrict powers of directors, and pass any order it deems just and equitable. The Supreme Court in Tata Consultancy Services v Cyrus Investments (2021) extensively reviewed the scope of these provisions.
Section 164 disqualifies a person from being appointed as a director if they have been convicted of specified offences, if the company has not filed financial statements or annual returns for three continuous years, or on other specified grounds. Section 167 provides for vacation of office. The MCA’s automated disqualification drives have affected thousands of directors, and the defence requires establishing that the conditions for disqualification were not met.
Sections 230–232 provide the framework for schemes of arrangement including mergers, demergers, amalgamations and capital restructuring. The scheme requires approval of a majority in number representing three-fourths in value of each class of creditors and members, followed by NCLT sanction. Section 233 provides a fast-track route for mergers between holding and subsidiary companies and between small companies.
Failure to file annual returns (Section 92) and financial statements (Section 137) attracts penalties on the company and every officer in default. Continued default for three years triggers director disqualification under Section 164(2). The ROC can also strike off the name of a company that has not filed for two or more consecutive years under Section 248.
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing.
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