Small Company Updated Definition @ MCA

The Ministry of Corporate Affairs (MCA) has redefined the landscape for private companies by enhancing the thresholds for classification as a Small Company. With the revised limits of paid-up capital up to Rs. 10 crore and turnover up to Rs. 100 crore (effective from the date of publication in the Official Gazette), a substantially larger segment of Indian enterprises now falls within this category. This amendment is not merely a numerical revision; it is a structural reform designed to support emerging and growth-stage businesses.

Small Company Earlier DefinitionNew Definition (2025 Update)
Paid-up capital up &Up to Rs. 4 croreUp to Rs. 10 crore
TurnoverUp to Rs. 40 croreUp to Rs. 100 crore

What is a Small Company

Under Section 2(85) of the Companies Act, 2013, a Small Company is a private company that is not a holding or subsidiary company and meets the notified financial thresholds. Historically, the definition was restrictive, covering only early-stage or smaller entities. With the revised criteria, companies with expanding operations, wider turnover spread and promoter-led structures can now operate within a more suitable compliance framework.

Why Small Companies Matter

The concept of a Small Company is rooted in proportionate regulation. Businesses in their early or mid-growth phases require governance that is robust yet not excessive. These companies often depend on fast decision-making, evolving models, and nimble structures. The law aims to ensure that such businesses can focus on scaling, product development, market expansion and internal process strengthening without facing compliance intensity designed for large corporations.

Sectors such as technology, IT-enabled services, consulting, manufacturing, trading, logistics and professionally run family enterprises stand to benefit due to their fast turnover cycles and lean capitalisation patterns.

Benefits of Being Classified as a Small Company

Statutory Advantages under the Companies Act

Small Companies enjoy a suite of statutory advantages that balance compliance quality with operational efficiency. Key benefits include:

Sl.NoAdvantages
1MGT-7A filing instead of the detailed MGT-7, enabling a compact and focused annual return.
2Exemption from cash flow statements, resulting in concise financial statements compliant with Schedule III.
3No requirement for dematerialisation of securities, thereby avoiding ISIN and demat obligations under Rule 9A.
4Lower penalties under Section 446B, ensuring proportionate consequences for technical delays or first-time defaults.
5Only two Board Meetings per financial year, maintaining governance without procedural heaviness
6Simplified Board’s Report under Rule 8A, significantly reducing disclosure expectations.
7Internal audit exemption unless the company independently meets Rule 13 thresholds.
8Non-applicability of CARO, allowing a streamlined statutory audit.

These advantages do not dilute compliance discipline; they create a balanced and implementable regulatory environment for growth-oriented private entities.

Why the Thresholds Have Been Increased

The enhanced limits align with India’s long-term objectives around ease of doing business and regulatory rationalisation. The earlier thresholds did not reflect the scale of modern enterprises, especially those achieving high turnover with lean capital.

By increasing the limits, MCA aims to:

  • Bring thousands of mid-sized entities under a supportive regulatory regime.
  • Prevent early-stage and expanding companies from prematurely entering the full compliance bracket.
  • Align thresholds with current business realities, inflation trends and sectoral growth patterns.
  • Ensure that companies experiencing rapid expansion retain regulatory stability and operational flexibility.

Companies with turnover between Rs. 40 crore and Rs. 100 crore or paid-up capital between Rs. 4 crore and Rs. 10 crore now remain within the Small Company framework during a critical growth phase.

Impact on Startups and Growth-Stage Companies

  • Startups,
  • IT service providers,
  • manufacturing units with faster turnover cycles,
  • trading entities and
  • professionally managed family enterprises particularly benefit.

Many such businesses cross earlier limits early in their lifecycle but still operate with compact teams and developing internal systems. The revised definition ensures a regulatory environment proportionate to their operational scale.

Conclusion

The revised definition of a Small Company is a timely and strategic intervention. It reinforces the principle that regulation must grow with the business, not ahead of it. Companies newly covered under the enhanced thresholds will operate within a framework that is structured, proportionate and growth-aligned, enabling them to scale responsibly while maintaining statutory compliance.

This amendment marks a significant shift: growth and compliance can co-exist without creating procedural friction. The Companies Act, through this reform, strengthens its commitment to fostering an environment where India’s emerging and mid-sized enterprises can expand with clarity, confidence and compliance certainty.

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Disclaimer

This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy, readers are advised to consult a qualified legal or tax professional before making any decisions or entering into a Shareholders’ Agreement. For any queries, clarity, or context beyond this article, feel free to connect: Priya – 📧 cs@arpanbohra.co.in & Arpan – 📧 ab@arpanbohra.co.in and We’ll be happy to assist you with professional and customized advice tailored to your business goals.

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The A-to-Z of Shareholders’ Agreements: Everything You Need to Know

Whether you’re a budding startup founder, a seasoned investor, or simply someone trying to understand how businesses run behind the scenes, this is your complete guide to one of the most critical (yet often misunderstood) corporate documents: the Shareholders’ Agreement (SHA).

Let’s break it all down—from the absolute basics to advanced concepts—so you walk away informed, empowered, and ready to navigate the world of business ownership with confidence.

What is a Shareholders’ Agreement?

A Shareholders’ Agreement is a private legal contract among the shareholders of a company. It lays down the rules about how the company is run, who gets to make decisions, how shares can be transferred, and what happens if things go wrong.

It acts as a rulebook for the people who own the business, ensuring fairness, protecting investments, and preventing ugly disputes.

Think of it like a prenup for business partners—setting expectations from day one so nobody ends up in court later.

Why Is It So Important?

Because handshake deals fade. Because businesses grow and change. And because people forget.

A well-drafted SHA:

  • Prevents power struggles and deadlocks.
  • Protects minority shareholders.
  • Makes ownership rules crystal clear.
  • Builds trust among founders and investors.
  • Defines exit options and valuations upfront.

Whether you’re two co-founders building a dream or a venture capitalist backing the next unicorn, an SHA keeps everyone on the same page.

When and Who Needs a Shareholders’ Agreement?

The moment you have more than one shareholder, you need an SHA. It’s essential for:

  • Startups (even with just two founders).
  • VC/Angel investor-funded companies.
  • Joint ventures.
  • Family businesses formalizing roles.

Don’t wait for a conflict to realize what was missing.

Legal Recognition in India

India doesn’t have a specific law for SHAs—but they are 100% valid under contract law. However:

  • SHAs must not conflict with the Companies Act or the Articles of Association (AoA).
  • If there’s a contradiction, the AoA prevails.

Courts have upheld SHAs as binding contracts—but only among the signatories. So, key SHA clauses should be mirrored in the AoA to ensure full enforceability.

What Goes Into a Shareholders’ Agreement?

Let’s take a full-scope look at the essential building blocks of a strong SHA:

1. Capital Structure & Shareholding

  • Who owns how much?
  • Total shares issued and paid-up capital.
  • Rights to participate in future fundraising.

2. Management & Governance

  • Board composition and appointment rights.
  • Voting powers and quorum.
  • Decision-making rights for day-to-day vs. strategic matters.

3. Reserved Matters

Some decisions require special approval, such as:

  • Changing the business model.
  • Raising large debts.
  • Amending the AoA or SHA.

Define what needs unanimous consent vs. majority approval.

4. Transfer of Shares

  • Right of First Refusal (ROFR): Existing shareholders get first chance to buy.
  • Right of First Offer (ROFO): Seller must offer shares internally first.
  • Tag-Along Rights: Minority can join majority in selling shares.
  • Drag-Along Rights: Majority can force minority to sell in full-sale deals.
  • Lock-in Periods: Restrict sale for a defined time.

5. Exit & Valuation Clauses

  • Buyout rights.
  • Put/Call options.
  • Pre-agreed valuation methods (market value, DCF, etc.).

6. Dividends & Financial Policies

  • When and how profits are distributed.
  • Reinvestment strategy.
  • Priority payouts (for investors).

7. Dispute Resolution

  • Step-wise mechanism: Negotiation → Mediation → Arbitration.
  • Arbitration clauses with Indian or international seats.

8. Confidentiality & Non-Compete

  • Shareholders must protect business secrets.
  • Restrictions on working with competitors.

9. Information & Inspection Rights

  • Frequency and format of reports to shareholders.
  • Right to access company records.

10. Warranties & Covenants

  • Assurances by promoters (e.g., company free of undisclosed liabilities).
  • Compliance with laws and good governance.

SHA vs. AoA: What’s the Difference?

FeatureSHAAoA
NaturePrivate contractPublic legal document
AccessConfidentialFiled with ROC
Binding OnSignatories onlyAll shareholders & the company
CustomizationHighly flexibleMust comply with Companies Act

For critical clauses like transfer restrictions or voting rights, include them in both the SHA and AoA.

Global Glimpse: How Other Countries Handle It

  • In UK & US, SHAs are highly respected and enforceable.
  • Indian courts recognize SHAs, but enforceability depends on their consistency with the AoA and company law.
  • Listed companies must comply with SEBI disclosure norms.

Drafting Best Practices

  • Keep it clear: Use plain language, define all terms.
  • Avoid conflicts: SHA must align with AoA and the Companies Act.
  • Include valuation formulas: Don’t wait till someone exits to decide how.
  • Stamp it right: Follow proper execution and stamping laws.
  • Amend proactively: Update the SHA when shareholders or terms change.

Final Thoughts: The Agreement That Builds Businesses

In business, people change. Visions evolve. Markets shift. But what keeps everything steady is a well-crafted Shareholders’ Agreement—your legal compass in the unpredictable journey of entrepreneurship.

Done right, it’s more than paperwork. It’s your blueprint for trust.

  • It safeguards relationships before they sour.
  • It clarifies roles before confusion arises.
  • It defines exits before emotions take over.
  • And most importantly, it aligns business ambition with legal protection.

So, whether you’re building the next big startup, backing a promising venture, or managing a family business—never leave ownership to chance. A Shareholders’ Agreement isn’t just smart—it’s non-negotiable.

Final Tip: Before you ink the deal, sit with a qualified legal advisor who understands both the law and your business vision. That one conversation could save you from years of misunderstanding and litigation.

Because clarity isn’t just good for compliance — it’s good for business.
And trust, once lost, is rarely rebuilt and thus it is advisable always to put it in writing.

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Disclaimer

This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy, readers are advised to consult a qualified legal or tax professional before making any decisions or entering into a Shareholders’ Agreement. For any queries, clarity, or context beyond this article, feel free to connect: Priya – 📧 cs@arpanbohra.co.in & Arpan – 📧 ab@arpanbohra.co.in and We’ll be happy to assist you with professional and customized advice tailored to your business goals.

TDS Traps You Must Avoid: Common Mistakes That Can Cost You Big (Income Tax)

Introduction:
Tax Deducted at Source (TDS) is one of the most critical compliance areas under the Income Tax Act, 1961. Despite its regularity and widespread application, deductors often make mistakes that can lead to penalties, interest, and disallowances. This article highlights the most common TDS-related mistakes, ordered from the most commonly used sections to the less frequent ones.

1. Section 194C – Payments to Contractors/Sub-Contractors:
Common Mistakes:

  • Non-deduction on single payments below the threshold, but aggregate during the year crosses the limit (INR 30,000 per contract or INR 1,00,000 in a financial year).
  • Deducting TDS at wrong rates, especially in the case of individual/HUF contractors. – Non-obtaining PAN, resulting in deduction at a higher rate of 20%.
  • Deduction at the time of payment instead of credit or vice versa.
  • Erroneously deducting TDS on the GST portion, even though it is indicated separately and should have been excluded.

2. Section 194J – Fees for Professional or Technical Services:
Common Mistakes:

  • Incorrect classification between professional and technical services.
  • Wrong TDS rate (10% for professional, 2% for technical services).
  • Non-deduction on reimbursements which are part of contractual service.
  • Ignoring limits (INR 50,000 per annum per payee).
  • Missing TDS on payments to doctors, consultants, lawyers.

3. Section 192 – Salaries:
Common Mistakes:

  • Failure to obtain proof of deductions/exemptions claimed by employees.
  • Not considering previous employer’s salary while computing TDS.
  • Incorrect PAN or absence of PAN.
  • Delayed deposit of TDS resulting in interest liability.
  • Wrong application of new tax regime (Sec 115BAC) without employee declaration.

5. Section 194A – Interest other than Interest on Securities
Common Mistakes:

  • Non-deduction of TDS on interest paid to partnership firms or senior citizens, under the mistaken belief that they are exempt.
  • Incorrect threshold limit application (INR 50,000 for banks and INR 1,00,000 for senior citizens).
  • Wrong classification of interest from NBFCs, co-operative societies.

6. Section 194H – Commission or Brokerage
Common Mistakes:

  • Not treating discounts as commission, particularly in FMCG and telecom sectors.
  • Ignoring threshold limit of INR 20,000.
  • Misclassifying trade vs agency commission.

7. Section 194I – Rent
Common Mistakes:

  • Incorrect classification between rent for plant & machinery (2%) vs land/building (10%).
  • Rent paid to co-owners without PAN, where threshold applies individually.
  • Exclusion of GST wrongly when TDS needs to be applied on total rent in some cases.

8. Section 194-IB – Rent by Individuals/HUFs (not liable for audit)
Common Mistakes:

  • Non-deduction where monthly rent > INR 50,000.
  • Non-filing of Form 26QC.
  • Improper communication to tenant leading to compliance gaps.

9. Section 194DA – Payment in respect of Life Insurance Policy
Common Mistakes:

  • Non-deduction of TDS where maturity amount is taxable (i.e., policy not covered under Section 10(10D)).
  • Incorrect TDS rate application (2% on income portion only, not total receipt).

10. General TDS Compliance Errors:

  • Wrong TAN or PAN quoted in returns.
  • Non-filing or late filing of TDS returns (Form 24Q, 26Q, etc.)
  • Mismatch between TDS return and Form 16/16A issued.
  • Non-reconciliation of TDS as per books with 26AS/TRACES.

Conclusion: TDS compliance requires attention to detail and correct interpretation of provisions. Regular internal checks, training, and use of automation tools can help minimize errors and ensure seamless compliance.

Anitha

Arpan Bohra and Co