Companies Act, 2013
Section 1 to 148 (For IPCC Group 1)
Chapter I Preliminary
1 Short title, extent, commencement and application
2 Definitions.
Chapter II Incorporation of Company and Matters Incidental Thereto
3 Formation of company
4 Memorandum
5 Articles
6 Act to override memorandum, articles, etc. Incorporation of company
7 Incorporation of company
8 Formation of companies with charitable objects, etc.
9 Effect of registration
10 Effect of memorandum and articles
11 Commencement of business, etc.
12 Registered office of company
13 Alteration of memorandum
14 Alteration of articles
15 Alteration of memorandum or articles to be noted in every copy
16 Rectification of name of company
17 Copies of memorandum, articles, etc., to be given to members
18 Conversion of companies already registered
19 Subsidiary company not to hold shares in its holding company
20 Service of documents
21 Authentication of documents, proceedings and contracts
22 Execution of bills of exchange, etc.
Chapter III Prospectus and Allotment of Securities
23 Public offer and private placement
24 Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
25 Document containing offer of securities for sale to be deemed prospectus
26 Matters to be stated in prospectus
27 Variation in terms of contract or objects in prospectus
28 Offer of sale of shares by certain members of company
29 Public offer of securities to be in dematerialized form
30 Advertisement of prospectus
31 Shelf prospectus
32 Red herring prospectus
33 Issue of application forms for securities
34 Criminal liability for misstatements in prospectus
35 Civil liability for misstatements in prospectus
36 Punishment for fraudulently inducing persons to invest money
37 Action by affected persons
38 Punishment for personation for acquisition, etc., of securities
39 Allotment of securities by company
40 Securities to be dealt with in stock exchanges
41 Global depository receipt
42 Offer or invitation for subscription of securities on private placement
Chapter IV Share Capital and Debentures
43 Kinds of share capital
44 Nature of shares or debentures
45 Numbering of shares
46 Certificate of shares
47 Voting rights
48 Variation of shareholders’ rights
49 Calls on shares of same class to be made on uniform basis
50 Company to accept unpaid share capital, although not called up
51 Payment of dividend in proportion to amount paid up
52 Application of premiums received on issue of shares
53 Prohibition on issue of shares at discount
54 Issue of sweat equity shares
55 Issue and redemption of preference shares
56 Transfer and transmission of securities
57 Punishment for personation of shareholder
58 Refusal of registration and appeal against refusal
59 Rectification of register of members
60 Publication of authorised, subscribed and paid-up capital
61 Power of limited company to alter its share capital
62 Further issue of share capital
63 Issue of bonus shares
64 Notice to be given to Registrar for alteration of share capital
65 Unlimited company to provide for reserve share capital on conversion into limited company
66 Reduction of share capital
67 Restrictions on purchase by company or giving of loans by it for purchase of its shares
68 Power of company to purchase its own securities
69 Transfer of certain sums to capital redemption reserve account
70 Prohibition for buy-back in certain circumstances
71 Debentures
72 Power to nominate
Chapter V Acceptance of Deposits by Companies
73 Prohibition on acceptance of deposits from public
74 Repayment of deposits, etc., accepted before commencement of this Act
75 Damages for fraud
76 Acceptance of deposits from public by certain companies
Chapter VI Registration of Charges
77 Duty to register charges, etc.
78 Application for registration of charge
79 Section 77 to apply in certain matters
80 Date of notice of charge
81 Register of charges to be kept by Registrar
82 Company to report satisfaction of charge
83 Power of Registrar to make entries of satisfaction and release in absence of intimation From company
84 Intimation of appointment of receiver or manager
85 Company’s register of charges
86 Punishment for contravention
87 Rectification by Central Government in register of charges
Chapter VII Management and Administration
88 Register of members, etc.
89 Declaration in respect of beneficial interest in any share
90 Investigation of beneficial ownership of shares in certain cases
91 Power to close register of members or debenture holders or other security holders
92 Annual return
93 Return to be filed with Registrar in case promoters’ stake changes
94 Place of keeping and inspection of registers, returns, etc.
95 Registers, etc., to be evidence
96 Annual general meeting
97 Power of Tribunal to call annual general meeting
98 Power of Tribunal to call meetings of members, etc.
99 Punishment for default in complying with provisions of sections 96 to 98
100 Calling of extraordinary general meeting
101 Notice of meeting
102 Statement to be annexed to notice
103 Quorum for meetings
104 Chairman of meetings
105 Restriction on voting rights
106 Voting by show of hands
107 Voting by show of hands
108 Voting through electronic means
109 Demand for poll
110 Postal ballots
111 Circulation of members’ resolution
112 Representation of President and Governors in meetingst
113 Representation of corporations at meeting of companies and of creditors
114 Ordinary and special resolutions
115 Resolutions requiring special notice
116 Resolutions passed at adjourned meeting
117 Resolutions and agreements to be filed
118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
119 Inspection of minute-books of general meeting
120 Maintenance and inspection of documents in electronic form
121 Report on annual general meeting
122 Applicability of this Chapter to One Person Company
Chapter VIII Declaration and Payment of Dividend
123 Declaration of dividend
124 Unpaid Dividend Account
125 Investor Education and Protection Fund
126 Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
127 Punishment for failure to distribute dividends
Chapter IX Accounts of Companies
128 Books of account, etc., to be kept by company
129 Financial statement
130 Re-opening of accounts on court’s or Tribunal’s orders
131 Voluntary revision of financial statements or Board’s report
132 Constitution of National Financial Reporting Authority
133 Central Government to prescribe accounting standards
134 Financial statement, Board’s report, etc.
135 Corporate Social Responsibility
136 Right of member to copies of audited financial statement
137 Copy of financial statement to be filed with Registrar
138 Internal audit
Chapter X Audit and Auditors
139 Appointment of auditors
140 Removal, resignation of auditor and giving of special notice
141 Eligibility, qualifications and disqualifications of auditors
142 Remuneration of auditors
143 Powers and duties of auditors and auditing standards
144 Auditor not to render certain services
145 Auditor to sign audit reports, etc.
146 Auditors to attend general meeting
147 Punishment for contravention
148 Central Government to specify audit of items of cost in respect of certain companies
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