Companies Act 2013

A person is disqualified from being a director if: convicted of an offence involving moral turpitude; failed to file financial statements or annual returns for 3 continuous years; defaulted on repayment of deposits or debentures; or the company has not paid declared dividends for 30 days.

• Minimum age: 18 years. No maximum age (public companies removed the 70-year cap)
• DIN (Director Identification Number) mandatory before appointment
• Independent Directors: Mandatory for listed companies and specified classes

• First board meeting within 30 days of incorporation
• Minimum 4 board meetings per year; gap not exceeding 120 days between two consecutive meetings
• OPC, Small Companies, Dormant Companies: 1 meeting each half of the calendar year
• Notice: 7 days in advance (shorter notice with consent of majority directors)
• Quorum: 1/3rd or 2 directors (whichever is higher)

• First AGM within 9 months of first financial year end; subsequent AGMs within 6 months of financial year end
• Gap between two AGMs: not more than 15 months
• OPC: Not required to hold AGM
• Business at AGM: Financial statements, dividends, appointment of auditors, directors retiring by rotation
• Notice: 21 clear days in advance

• First auditor appointed by Board within 30 days of incorporation; Members at first AGM
• Tenure: Individual CA — 5 years; CA Firm — 10 years (listed companies: mandatory rotation)
• Auditor cannot be KMP, employee, officer of company or related entities
• Financial year: April 1 to March 31 (mandatory for all companies)
• CARO 2020 applicable to specified companies

Mandatory CSR applies if any of these thresholds met in preceding financial year:

• Net worth ≥ ₹500 crore; or
• Turnover ≥ ₹1,000 crore; or
• Net profit ≥ ₹5 crore

CSR spend: 2% of average net profit of last 3 years. Unspent amount must be transferred to PM's National Relief Fund or approved funds within 6 months of year end.