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Practice area · Corporate Law

Governance, held to the section.

A missed approval or a botched board process can void a resolution and expose the directors. Get the corporate-law position with the exact section and rule cited.

Corporate law in India is governed principally by the Companies Act, 2013, covering incorporation, governance, capital, board processes and compliance. AskSolique answers corporate-law questions with the exact section, rule and MCA circular cited.

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Companies Act questions are relentless and recurring - board process, RPTs, capital and CSR come up on every secretarial calendar, and the cost of a miss lands on the directors.

Why Corporate Law is hard

One Act, hundreds of rules, and a stream of MCA circulars.

The Companies Act, 2013 governs through the sections plus dozens of rule-sets - the Meetings, Share Capital, RPT, CSR and other rules - amended repeatedly and layered with MCA notifications, circulars and NCLT jurisprudence. Board and shareholder approvals turn on thresholds and procedural conditions scattered across section and rule; a resolution passed without the right approval or quorum can be void. The controlling requirement is rarely in the section alone - it is in a rule, an MCA circular or an NCLT order that qualifies it.

What's broken in the way you work today

You feel this on every board cycle and every filing.

  1. Section and rule must be read together

    The section sets the principle; the rule sets the threshold and procedure. Read one without the other and the compliance conclusion is incomplete.

  2. General AI misses the procedure

    Ask a chatbot whether an RPT needs shareholder approval and it gives a confident yes/no that skips the ordinary-course or arm's-length carve-out - with a section citation that looks right.

  3. Process defects void the outcome

    A wrong quorum, a missed disclosure of interest, an approval taken at the wrong forum - each can invalidate the very resolution it was meant to authorise.

  4. Directors carry personal exposure

    Many defaults attach liability to officers in default, so a procedural miss is not just the company's problem - it is the director's.

What happens if nothing changes

A governance defect lands on the directors.

Under the Companies Act, non-compliance carries penalties on the company and on the officers in default, resolutions passed defectively can be challenged and set aside, and persistent lapses invite MCA scrutiny and disqualification of directors. A related-party transaction taken without the right approval, or CSR spending missed, is not a paperwork gap - it is a finding that follows the board. Doing nothing means running board and capital processes on positions read from the section alone, without the rule and circular that actually govern them.

What has to change

The section, the rule and the MCA position - read together.

Stop reading the section without the rule that operationalises it. The corporate-law position should arrive with the section, the governing rule and threshold, the relevant MCA circular and any NCLT authority together - from a corpus maintained as the Act and rules are amended - and it should connect to the SEBI and FEMA angles of the same transaction, because a corporate action rarely sits inside the Companies Act alone.

Genuine use cases

The questions that land on a secretarial and corporate-law desk - answered, cited.

Real fact patterns from company-law work. Each returns the position with the exact section and rule attached.

Related-party transaction approval

A company is entering a transaction with a related party and needs to know what approvals are required.

The question

Does a related-party transaction need shareholder approval?

AskSolique answers

RPTs beyond the thresholds in Rule 15 require prior approval by ordinary resolution under Sec 188, unless the transaction is in the ordinary course of business and at arm's length - in which case board-level compliance may suffice.

  • ↳ Sec 188, Companies Act
  • ↳ Rule 15, Cos (Meetings) Rules

CSR obligation and spend

A profitable company is unsure whether mandatory CSR applies and how much it must spend.

The question

When is CSR spending mandatory and how much is required?

AskSolique answers

Companies meeting the net worth, turnover or net-profit thresholds in Sec 135 must spend at least 2% of average net profits of the preceding three years on CSR activities, with unspent amounts dealt with under the prescribed mechanism.

  • ↳ Sec 135, Companies Act
  • ↳ CSR Rules

Issuing preference shares

A company wants to raise capital through redeemable preference shares and needs the conditions.

The question

Can a company issue preference shares, and on what terms?

AskSolique answers

Yes - under Sec 55 a company may issue redeemable preference shares, redeemable within 20 years (or 30 years for specified infrastructure projects), subject to the conditions and process prescribed under the section and the Share Capital Rules.

  • ↳ Sec 55, Companies Act
  • ↳ Share Capital & Debentures Rules

What your team gets out of it

Not a discount on hours - leverage on the highest-stakes work you do.

  • Get the whole procedure

    Every answer pairs the section with the rule, threshold and forum, so a resolution is not passed defectively.

  • Protect the directors

    Positions surface the officer-in-default exposure, so process risk is visible before the board acts.

  • Answer the calendar in-house

    Recurring secretarial questions come back cited and ready, without escalating every one to counsel.

  • Defensible before the MCA

    Every conclusion traces to the section, rule and circular - the position you can put on the record.

Frequently asked Corporate Law questions

When is CSR spending mandatory?
Companies meeting the net worth, turnover or profit thresholds in Sec 135 must spend at least 2% of average net profits on CSR activities.
What approval is needed for a related-party transaction?
Board approval is generally required, and shareholder approval by ordinary resolution for transactions above the thresholds in Rule 15, unless exempt.
Can a company issue preference shares?
Yes, under Sec 55, redeemable within 20 years (or 30 for specified infrastructure projects), subject to the prescribed conditions.
What is the quorum for a board meeting?
The quorum is one-third of total strength or two directors, whichever is higher, under Sec 174 of the Companies Act.

A cited answer, in context

Put a corporate-law question of your own to it.

Start free, bring a real matter, and see the answer come back cited to the exact source. No card, no demo call.

Example question

Does a related-party transaction need shareholder approval?

AskSolique answers

RPTs beyond the prescribed thresholds require prior approval by ordinary resolution under Sec 188, unless they are in the ordinary course of business and at arm's length.

  • ↳ Sec 188, Companies Act
  • ↳ Rule 15, Cos (Meetings) Rules
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