Company Compliance — CA Guides & Articles

A founder closes a Series A and discovers the 10% ESOP pool she promised her team has quietly shrunk to 6% — and that un-vested employees walked away with nothing. ESOP dilution is not a spreadsheet detail; it is governed by Section 62 of the Companies Act 2013 and Rule 12 of the Share Capital and Debentures Rules. This guide explains what the pool actually is (an authorisation, not issued capital), why a funding round dilutes it, the exact resolutions and MCA filings required — MGT-14, SH-7, PAS-3 within 30 days — the penalties for missing them, and the MCA21 v3 flags that a mismatched cap table triggers. It closes with a practical step-by-step to negotiate a pre-money pool top-up, protect vesting employees contractually, and reconcile before annual filing.

A US-style SAFE or convertible note is not a recognised instrument under the Companies Act 2013, and FEMA's real "Convertible Note" is a narrow, DPIIT-startup-only, ₹25 lakh-floor tool most companies cannot use. Here is what foreign investment into an Indian Pvt Ltd actually requires: the right instrument (CCPS, CCDs, or a valid Convertible Note), a fair-value price, a Section 42 private placement, and RBI reporting within 30 days — or a compounding application later.

On 8 July 2026, MCA General Circular No. 03/2026 pushed the CCFS-2026 closing date from 15 July to 31 August 2026 — a six-week extension of the concessional 10% additional-fee window for overdue AOC-4, MGT-7/7A and ADT-1 filings, prompted by the 5 June data-centre fire. But the extension is narrower than it looks: it does not cover DPT-3 (due 31 July), does not touch event-based forms, and does not reset your statutory due dates. Here is exactly what the scheme covers under Sections 92, 137 and 139, the MCA21 v3-only reality from 1 July, and the step-by-step filing sequence to regularise your company before the window shuts on 31 August 2026.

A founder panics over a merchant banker valuation to escape angel tax on a fresh seed round — but angel tax under Section 56(2)(viib) was abolished from AY 2025-26 by the Finance Act 2024. This guide separates the anxiety that no longer applies from the valuation, allotment, and FEMA duties that are still very much alive. It explains what changed, why legacy FY 2022-23 and FY 2023-24 rounds remain exposed to reassessment under Sections 148/149, and why the registered valuer report under Section 62(1)(c) and Rule 13 is not the same as the old angel-tax certificate. Includes a step-by-step checklist and a four-question FAQ so founders stop paying for the wrong report.

Most Indian founders close their seed round on a handshake and a bank transfer — only to discover at Series A that missing board resolutions, unfiled PAS-3 returns, and unstamped SHAs have made the allotment legally defective. The Companies Act 2013 imposes a strict sequence: a Section 179(3)(c) board resolution before allotment, Form PAS-4 offer letters, a separate bank account for application money, and Form PAS-3 filed within 15 days of allotment. CCPS issuance requires an AoA that explicitly permits it. Foreign investors trigger FEMA FC-GPR obligations within 30 days. This guide walks through every document, form, and deadline — with CCFS-2026 closing on 31 August 2026 to regularise past defaults.

Founders routinely treat a DPIIT Startup India certificate as a ten-year income tax holiday. It is not. The tax exemption lives in Section 80-IAC of the Income-tax Act, grants only three consecutive years of 100% deduction out of the first ten, and requires a completely separate Inter-Ministerial Board certificate that DPIIT recognition does not include. Claiming it without IMB certification means the Assessing Officer disallows the deduction and charges interest under Sections 234B and 234C. This guide separates the three confusions rolled into that one sentence and lays out the exact steps to claim the holiday correctly.

Founders routinely confuse director sitting fees with remuneration — booking salary as "sitting fees" or paying flat monthly retainers with no resolution behind them. But the two are legally distinct: sitting fees under Section 197(5) and Rule 4 (capped at ₹1,00,000 per meeting, payable per meeting attended, outside the managerial-remuneration ceiling), versus remuneration under Sections 197, 198 and Schedule V. This guide explains what the Companies Act 2013 actually requires — the 11% ceiling that applies only to public companies, the Schedule V slabs when profits are inadequate, the Section 197(7) bar on ESOPs for independent directors, TDS under Section 194J with no threshold, GST reverse charge at 18% on non-executive director pay, and the MGT-7/Board's Report disclosures that MCA21 v3 now auto-reconciles — plus a step-by-step fix ahead of the CCFS-2026 amnesty closing 31 August 2026.