THE COMPANIES ACT, 2013

ARRANGEMENT OF SECTIONS

CHAPTER I
PRELIMINARY
SECTIONS
1. Short title, extent, commencement and application.
2. Definitions.

CHAPTER II
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
3. Formation of company.
4. Memorandum (MOA).
5. Articles (AOA).
6. Act to override memorandum, articles, etc.
7. Incorporation of company.
8. Formation of companies with charitable objects, etc.
9. Effect of registration.
10. Effect of memorandum and articles.
10A. Commencement of Business
11. [Omitted].
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
PART I. Public offer
23. Public offer and private placement. (Who can issue prospectus)
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. (Contents of Prospectus)
27. Variation in terms of contract or objects in prospectus.
28. Offer of sale of shares by certain members of company. (OFS)
29. Public offer of securities to be in dematerialised form. (DEMAT)
30. Advertisement of prospectus.
31. Shelf prospectus.
32. Red herring prospectus.
33. Issue of application forms for securities.
34. Criminal liability for mis-statements in prospectus.
35. Civil liability for mis-statements in prospectus.
1
SECTIONS
36. Punishment for fraudulently inducing persons to invest money.
37. Action by affected persons. (Class action suit)
38. Punishment for personation for acquisition, etc., of securities.
39. Allotment of securities by company.
40. Securities to be dealt with in stock exchanges and Underwriting
41. Global depository receipt.

PART II. Private placement

CHAPTER IV
SHARE CAPITAL AND DEBENTURES
43. Kinds of share capital.
43 Rule. DVR’s (Differential Voting Rights)
44. Nature of shares or debentures.
45. Numbering of shares.
46. Certificate of shares.
47. Voting rights
48.
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. (Securities Premium)
53. Prohibition on issue of shares at discount.
54. Issues 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. (Rights Issue / Conversion of Loan to equity in certain cases)
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.

CHAPTERV
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.
2
SECTIONS
76. Acceptance of deposits from public by certain companies.
76A. Punishment for contravention of section 73 or section 76.

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. (Modification of Charge)
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.
86. Punishment for contravention.
87. Rectification by Central Government in register of charges & condonation of delay

CHAPTER VII
MANAGEMENT AND ADMINISTRATION
88. Register of members, etc.
89. Declaration in respect of beneficial interest in any share. (B0)
90. Investigation of beneficial ownership of shares in certain cases. (SBO)
91. Power to close register of members or debenture holders or other security holders.
92. Annual return.
93. Return to be filed w
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. (EGM)
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. (Explanatory Statement)
103. Quorum for meetings.
104. Chairman of meetings.
105. Proxies.
106. Restriction on voting rights.
107. Voting by show of hands.
108. Voting through electronic means.
109. Demand for poll.
110. Postal ballot.
111.
112. Representation of President and Governors in meetings.
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.

3
SECTIONS
118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting
and resolutions passed by postal ballot. (Minutes)
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. (IEPF)
126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of
transfer of shares. (Abeyance)
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-
131. t.
132. Constitution of National Financial Reporting Authority.
133. Central Government to prescribe accounting standards
134. Financial s
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 (Cost Audit).

CHAPTER XXII
COMPANIES INCORPORATED OUTSIDE INDIA
379. Application of Act to foreign companies.
380. Documents, etc., to be delivered to Registrar by foreign companies.
 381 Accounts of foreign company.
382 Display of name, etc., of foreign company.
383 Service on foreign company.
384 Debentures, annual return, registration of charges, books of account and their inspection.
385 Fee for registration of documents.
386 Interpretation.
387 Dating of prospectus and particulars to be contained therein.
388 Provisions as to
389 Registration of prospectus.
390 Offer of India Depository Receipts.
391 Application of sections 34 to 36 and Chapter XX.
392 Punishment for contravention.
393
etc.

Around 1 lakh students write CA exams in a Year, Arounf 50k Students each attempt and the
Average Pass percentage is 10% and the ones who get 60+ is less than 1% in Law. i.e Maybe 500
Students per Attempt get a 60+ in Law, I WANT YOU IN THAT 1% and how do we do that?
Imagine you are the examiner correcting 50k papers per attempt. 90% of students do not write
section numbers because as per ICAI it’s only optional, Now you decide if you want to rememeber
these section Numbers or NOT???
As part of the classes/Book Everyday just spend 5 Mins to remember the section numbers, when
you talk to your friends, discuss section numbers, instead of sticking celebrity or movie posters in
yout room, until exams stick section numbers om your wall and atleast stare at them and read and
revise 10 sections a day! DO THIS AND TRSUT ME IT WILL GET INTO YOUR SUB-
CONCIOUS

Schedules

Schedule I - Format for MOA /AOA

Schedule II – Depreciation

Schedule III – Format for Balance sheet and Profit and Loss Account

Schedule IV – Code of Independent Directors

Schedule V – Appointment of MD, WTD or Manager

Schedule VI – Infrasticture Projects

Schedule VII – CSR