COMPANIES ACT, 2013 - ALL SECTIONS.

cCHAPTER I: PRELIMINARY (Section 1-2)

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❖ Section 1: Short title, extent, commencement and application.

❖ Section 2: Definitions.

cCHAPTER II: INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO (Section 3-22)
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❖ Section 3: Formation of company

❖ Section 4: Memorandum
❖ Section 5: Articles
❖ Section 6: Act to override memorandum, articles, etc.
❖ Section 7: Incorporation of company
❖ Section 8: Formation of companies with charitable objects, etc.
❖ Section 9: Effect of registration
❖ Section 10: Effect of memorandum and articles
❖ Section 11: Commencement of business, etc.
❖ Section 12: Registered office of company
❖ Section 13: Alteration of memorandum
❖ Section 14: Alteration of articles
❖ Section 15: Alteration of memorandum or articles to be noted in every copy
❖ Section 16: Rectification of name of company
❖ Section 17: Copies of memorandum, articles, etc., to be given to members:
❖ Section 18: Conversion of companies already registered:
❖ Section 19: Subsidiary company not to hold shares in its holding company:
❖ Section 20: Service of documents
❖ Section 21: Authentication of documents, proceedings and contracts
❖ Section 22: Execution of bills of exchange, etc.

cCHAPTER III: PROSPECTUS AND ALLOTMENT OF SECURITIES (Section 23-42)

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❖ Section 23: Public offer and private placement:

❖ Section 24: Power of Securities and Exchange Board to regulate issue and trans- fer of securities, etc.
❖ Section 25: Document containing offer of securities for sale to be deemed pro- spectus:
❖ Section 26: Matters to be stated in prospectus
❖ Section 27: Variation in terms of contract or objects in prospectus
❖ Section 28: Offer of sale of shares by certain members of company
❖ Section 29: Public offer of securities to be in dematerialised form
❖ Section 30: Advertisement of prospectus
❖ Section 31: Shelf prospectus
❖ Section 32: Red herring prospectus
❖ Section 33: Issue of application forms for securities
❖ Section 34: Criminal liability for misstatements in prospectus
❖ Section 35: Civil liability for misstatements in prospectus
❖ Section 36: Punishment for fraudulently inducing persons to invest money
❖ Section 37: Action by affected persons
❖ Section 38: Punishment for personation for acquisition, etc., of securities
❖ Section 39: Allotment of securities by company
❖ Section 40: Securities to be dealt with in stock exchanges
❖ Section 41: Global depository receipt
❖ Section 42: Offer or invitation for subscription of securities on private placement

cCHAPTER IV: SHARE CAPITAL AND DEBENTURES (Section 43-72)

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❖ Section 43: Kinds of share capital

❖ Section 44: Nature of shares or debentures
❖ Section 45: Numbering of shares
❖ Section 46: Certificate of shares
❖ Section 47: Voting rights
❖ Section 48: Variation of shareholders’ rights
❖ Section 49: Calls on shares of same class to be made on uniform basis
❖ Section 50: Company to accept unpaid share capital, although not called up
❖ Section 51: Payment of dividend in proportion to amount paid-up
❖ Section 52: Application of premiums received on issue of shares
❖ Section 53: Prohibition on issue of shares at discount
❖ Section 54: Issue of sweat equity shares
❖ Section 55: Issue and redemption of preference shares
❖ Section 56: Transfer and transmission of securities
❖ Section 57: Punishment for personation of shareholder
❖ Section 58: Refusal of registration and appeal against refusal
❖ Section 59: Rectification of register of members
❖ Section 60: Publication of authorised, subscribed and paid-up capital
❖ Section 61: Power of limited company to alter its share capital
❖ Section 62: Further issue of share capital
❖ Section 63: Issue of bonus shares
❖ Section 64: Notice to be given to Registrar for alteration of share capital
❖ Section 65: Unlimited company to provide for reserve share capital on conversion into limited
company
❖ Section 66: Reduction of share capital
❖ Section 67: Restrictions on purchase by company or giving of loans by it for purchase of its shares
❖ Section 68: Power of company to purchase its own securities
❖ Section 69: Transfer of certain sums to capital redemption reserve account
❖ Section 70: Prohibition for buy-back in certain circumstances
❖ Section 71: Debentures
❖ Section 72: Power to nominate
cCHAPTER V: ACCEPTANCE OF DEPOSITS BY COMPANIES (Section 73-76A)
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❖ Section 73: Prohibition on acceptance of deposits from public

❖ Section 74: Repayment of deposits, etc., accepted before commencement of this
❖ Act
❖ Section 75: Damages for fraud
❖ Section 76: Acceptance of deposits from public by certain companies
❖ Section 76A: Punishment for contravention of section 73 or section 76

cCHAPTER VI: REGISTRATION OF CHARGES (Section 77-87)

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❖ Section 77: Duty to register charges, etc.

❖ Section 78: Application for registration of charge
❖ Section 79: Section 77 to apply in certain matters
❖ Section 80: Date of notice of charge
❖ Section 81: Register of charges to be kept by Registrar
❖ Section 82: Company to report satisfaction of charge
❖ Section 83: Power of Registrar to make entries of satisfaction and release in absence of intimation
from company
❖ Section 84: Intimation of appointment of receiver or manager
❖ Section 85: Company’s register of charges
❖ Section 86: Punishment for contravention
❖ Section 87: Rectification by Central Government in register of charges

cCHAPTER VII: MANAGEMENT AND ADMINISTRATION (Section 88-122)

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❖ Section 88: Register of members, etc.

❖ Section 89: Declaration in respect of beneficial interest in any share
❖ Section 90: Investigation of beneficial ownership of shares in certain cases
❖ Section 91: Power to close register of members or debenture holders or other security holders
❖ Section 92: Annual return
❖ Section 93: Return to be filed with Registrar in case promoters’ stake changes
❖ Section 94: Place of keeping and inspection of registers, returns, etc.
❖ Section 95: Registers, etc., to be evidence
❖ Section 96: Annual general meeting
❖ Section 97: Power of Tribunal to call annual general meeting
❖ Section 98: Power of Tribunal to call meetings of members, etc.
❖ Section 99: Punishment for default in complying with provisions of sections 96 to 98
❖ Section 100: Calling of extraordinary general meeting
❖ Section 101: Notice of meeting
❖ Section 102: Statement to be annexed to notice
❖ Section 103: Quorum for meetings
❖ Section 104: Chairman of meetings
❖ Section 105: Proxies
❖ Section 106: Restriction on voting rights
❖ Section 107: Voting by show of hands
❖ Section 108: Voting through electronic means
❖ Section 109: Demand for poll
❖ Section 110: Postal ballot
❖ Section 111: Circulation of members’ resolution
❖ Section 112: Representation of President and Governors in meetings
❖ Section 113: Representation of corporations at meeting of companies and of creditors
❖ Section 114: Ordinary and special resolutions
❖ Section 115: Resolutions requiring special notice
❖ Section 116: Resolutions passed at adjourned meeting
❖ Section 117: Resolutions and agreements to be filed
❖ Section 118: Minutes of proceedings of general meeting, meeting of Board of Directors and other
meeting and resolutions passed by postal ballot
❖ Section 119: Inspection of minute-books of general meeting
❖ Section 120: Maintenance and inspection of documents in electronic form
❖ Section 121: Report on annual general meeting
❖ Section 122: Applicability of this Chapter to One Person Company

cCHAPTER VIII: DECLARATION AND PAYMENT OF DIVIDEND (Section 123- 127)

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❖ Section 123: Declaration of dividend

❖ Section 124: Unpaid Dividend Account
❖ Section 125: Investor Education and Protection Fund
❖ Section 126: Right to dividend, rights shares and bonus shares to be held in abeyance pending
registration of transfer of shares
❖ Section 127: Punishment for failure to distribute dividends

cCHAPTER IX: ACCOUNTS OF COMPANIES (Section 128-138)

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❖ Section 128: Books of account, etc., to be kept by company

❖ Section 129: Financial statement
❖ Section 130: Re-opening of accounts on court’s or Tribunal’s orders
❖ Section 131: Voluntary revision of financial statements or Board’s report
❖ Section 132: Constitution of National Financial Reporting Authority
❖ Section 133: Central Government to prescribe accounting standards
❖ Section 134: Financial statement, Board’s report, etc.
❖ Section 135: Corporate Social Responsibility
❖ Section 136: Right of member to copies of audited financial statement
❖ Section 137: Copy of financial statement to be filed with Registrar
❖ Section 138: Internal audit
 CHAPTER X: AUDIT AND AUDITORS (Section 139-148)

❖ Section 139: Appointment of auditors

❖ Section 140: Removal, resignation of auditor and giving of special notice
❖ Section 141: Eligibility, qualifications and disqualifications of auditors
❖ Section 142: Remuneration of auditors
❖ Section 143: Powers and duties of auditors and auditing standards
❖ Section 144: Auditor not to render certain services
❖ Section 145: Auditor to sign audit reports, etc.
❖ Section 146: Auditors to attend general meeting
❖ Section 147: Punishment for contravention
❖ Section 148: Central Government to specify audit of items of cost in respect of certain companies

OTHER LAW- ALL SECTIONS & TOPICS

cCHAPTER ICA : CONTRACT OF INDEMNITY & GUARANTEE

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❖ Section 124: CONTRACT OF INDEMNITY.

❖ Section 125: Rights of indemnity holder.
❖ Section 126: Guarantee meaning.
❖ Section 127: No consideration is required for contract of guarantee.
❖ Essential of a valid guarantee.
❖ Section 128: Nature of surety liability.
❖ Kinds of guarantee.
❖ Section 129: Continuing of guarantee.
❖ Section 130: Notice to the creditor.
❖ Section 131: By death of surety.
❖ Section 133,134,135 & 139 : Discharge of surety.
❖ Section 136,137 & 138 : Non discharge of surety.
❖ Section 140,141 & 145 : Rights of surety.
❖ Section 142,143 & 144 : Invalid guarantee.
❖ Section 132,138,146 & 147 : Contribution of co-sureties.
❖ Distinction between indemnity & guarantee.

CHAPTER ICA : BAILMENT AND PLEDGE

❖ Section 148: MEANING OF BAILMENT.

❖ Section 150,158,164 & many more : Duties of Bailor.
❖ Section 153,154,155,156,157,163, Gratutios bailment & many more : Right of Bailor.
❖ Section 151,152,160,161 & many more : Duties of Bailee.
❖ Section 166,167,180,181 & many more : Rights of Bailee.
❖ Finder of Goods , its obligations , rights [section 168 & 169].
❖ Types of lien.
❖ Section 170 : Particular lien.
❖ Section 171 : General lien.
❖ Section 172 : Meaning of pledge.
❖ Section 173,174 & 175 : Rights of pawnee.
❖ Section 177 & 179 : Rights of pawnor.
❖ Section 178 : Pledge by mercantile agents.
❖ Section 178A : Pledge by person in possession under voidable contract.
❖ Distinction between bailment & pledge.

)CHAPTER ICA : AGENCY.

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❖ Section 182 : Meaning & features of agency.

❖ Section 183 : Principal has to be competent.
❖ Section 184 : Agent has to be competent person so as to be responsible to his.
❖ Modes of agency.
❖ Section 186 : Express Agreement.
❖ Section 187 : Implied Agreement.
❖ Section 196-200 : Agency by Ratification.
❖ Extent of Agents Authority.
❖ Section 211-223 : Duties & Rights of Agent.
❖ Section 224 : Non-liability of employer of agent to do a criminal act.
❖ Section 225 : Compensation to agent for injury caused by principal neglect.
❖ Liability of Third parties.
❖ Termination of agency.
❖ Section 231-235 : Undisclosed Principal.
❖ Irrevocable agency.
❖ Section 191 : Sub-Agent.
❖ Substituted Agent.
❖ Difference Between sub-agent & substituted agent.

’CHAPTER NI ACT.
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❖ MEANING & CHARACTERISTICS OF NI ACT.

❖ PROMISSORY NOTE.
❖ BILL OF EXCHANGE.
❖ CHEQUE.
❖ ACCEPTANCE.
❖ HOLDER , HOLDER IN DUE COURSE & PAYMENT IN DUE COURSE.
❖ CLASSFICATION OF INSTRUMENTS.
❖ TRANSFER OF INSTRUMENTS.
❖ INDORSEMENT OF INSTRUMENTS.
❖ LIABILITIES OF PARTIES
❖ RIGHTS AND OBLIGATIONS OF PARTIES TO AN INSTRUMENT OBTAINED ILLEGALLY
❖ PRESENTMENT
❖ DISCHARGE FROM LIABILTY
❖ DISHONOUR OF BILL OF EXCHANGE/PROMISSORY NOTE
❖ PAYMENT AND INTEREST
❖ NOTING AND PROTESTING
❖ DISHONOUR OF CHEQUE

📌CHAPTER GCA 1897.

Definitions
• “Means” and/or “include”
• “Shall” and “May”
• Act
• Affidavit
• Central Act
• Central Government
• Commencement
• Document
• Enactment
• Financial year
• Good Faith
• Government
• Government securities
• Immovable Property
• Imprisonment
• Indian law
• Month
• Movable Property
• Oath
• Offence
• Official Gazette
• Person
• Registered
• Rule
• Schedule
• Section
• Sub-section
• Swear
• Writing
 • Year

❖ Application to foregoing definitions to previous enactments [Section 4]

❖ Application of certain definitions to Indian Laws [Section 4A]
❖ Section 5 – Coming into operation of enactment.
❖ Section 6 – Effect of Repeal.
❖ Section 6 (A) – Repeal of Act making textual amendment in Act or Regulation.
❖ Section 7 – Revival of repealed enactments
❖ Section 8 – Construction of references to repealed enactments
❖ Section 9 – Commencement and termination of time
❖ Section 10 – Computation of time
❖ Section 11 – Measurement of Distances
❖ Section 12 – Duty to be taken pro rata in enactments
❖ Section 13 – Gender and number
❖ Section 14 – Power conferred to be exercisable from time to time
❖ Section 15 – Power to appoint to include power to appoint ex-officio
❖ Section 16 – Power to appoint to include power to suspend or dismiss
❖ Section 17 – Substitution of functionaries
❖ Section 18 – Successors
❖ Section 19 – Official Chiefs and subordinates
❖ Section 20 – Construction of orders, etc., issued under enactments
❖ Section 21– Power to issue, to include power to add, to amend, vary or rescind Notifications,
orders, rules or bye-laws.
❖ Section 22– Making of rules or bye-laws and issuing of orders between passing and
Commencement of enactment.
❖ Section 23 – Provisions applicable to making of rules or bye-laws after previous Publications.
❖ Section 24 – Continuation of orders etc., issued under enactments repealed and re-Enacted.
❖ Section 25 – Recovery of Fines
❖ Section 26 –Provision as to offence punishable under two or more enactments
❖ Section 27 – Meaning of Service by post
❖ Section 3 (28) – Citation of enactments
❖ Section 29– Saving for previous enactments, rules and bye laws
❖ Section 30 – Application of Act to Ordinances.

📌CHAPTER IOS.

❖ MEANING OF ‘STATUTE’
❖ MEANING OF ‘INTERPRETATION’
❖ DOCUMENT
❖ DIFFERENCE BETWEEN INTERPRETATION AND CONSTRUCTION.
❖ PROCESS OF INTERPRETATION
❖ RULE OF INTERPRETATION
 (A) Primary rules:
• Rule of Literal Construction,
• Rule of Reasonable Construction,
• Rule of Beneficial Construction,
• Rule of Harmonious Construction,
• Rule of Exceptional Construction,
• Rule of Ejusdem Generis

(B) Secondary rules:

• Noncitur a Sociis
• Expressio Unis Est Exclusio Alterius,
• Contemporanea Expositio

❖ AIDS OF INTERPRETATION

1. Internal Aids:
o Title,
o Preamble,
o Headings & title of chapter,
o Marginal notes,
o Definitional,
o Illustrations
o Proviso
o Explanation
o Schedules
o Read the Statute as a Whole.

(B) External Aids:

o Historical setting
o Consolidating Statutes and previous law.
o Usage
o Earlier & Later Acts and Analogous Acts
o Dictionary Definitions
o Use of Foreign Decisions

❖ RULES OF INTERPRETATION/CONSTRUCTION OF DEEDS AND DOCUMENTS

IMPORTANT QUESTION Nov23

COMPANY LAW
 ::- Chapter 1st

Free reserves, Financial Statements, Financial Year, Books of Accounts, Net Worth, PFI, KMP, Associate
Company , listed company, foreign company, associated company, subsidiary co. , pfi, small company.

::- Chapter 2nd

1. Small Company—-Section 2(85), Associate Company—-Section2(6),

Foreign Company—-Section 2(45)
2. Section 3A
3. OPC:-Nominee (Withdrawal of Consent), Conversion of/into OPC,
amendment of 120 days
4. Section 8:-Conditions, Revocation of license
5. Change of Object Clause, entrenchment clause, indoor management
6. Change in Registered Office
7. Powers of NCLT 7(7)
8. Section 10A
9. Section 19 & 20
10. Spice
11. Doctrine in indoor MOA

::- Chapter 3rd

Section 31,39 & 40 & Section 42

::- Chapter 4th

1. DVR
2. Share Certificate and Duplicate Share Certificate
3. Sweat Equity Shares
4. Bonus Shares
5. Buy Back (Sources, conditions & Prohibition )
6. Refusal of transfer of shares (Sec 58)
7. Alteration of Capital (Sec 61) & Sec 62 , calls in advance
8. Purchase of own Shares (Sec 67)
9. Debenture (Section 71)

Chapter 5th ::-

Section 73 & 76

Chapter 6th ::-

Section 77, 83,80,86.

 Chapter 7th ::-

Section 92, 94,100,101,102,103,104,105,10y, 108,110,115,118,121

Chapter 8th :-

Section 123 ,124,127

Chapter 9th :

Section 128 & 129 ,134,135,137,139

Chapter 10th :-

Section 141,139,143,144,147,148,140

Penalties:-Sec-7, 8, 34, 35, 53, 76A, 86, 97, 127, 128 and 147

OTHER LAW

Indian Contract Act :

1. Discharge of Surety (Revocation And variance in terms)

2. Rights of Surety (Indemnity, Set-Off and Co-Surety)
3. Duties of Bailee
4. Right over complete value of Goods (Railway case)-Pledge
5. Duties of Agent
6. Agency coupled with Interest
7. Sub-Agent

Negotiable ::-

1. Dishonour of Cheque
2. Inchoate Instrument
3. Sec 84
4. Diff between bill and cheque
5. Privileges of HDC
6. Drawer in case of need
7. Protection to collecting banker
8. Material Alteration
9. Not negotiable crossing

GC Act ::-

1. Sec 5 , 6,8,10,13,22,23,26,27
2. Definition:- Immovable property, Good faith, affidavit, year and Financial year

IOS ::-

1. Harmonious construction
2. Ejusdem Generis
3. Proviso
4. Notwithstanding and Subject to
5. Exhaustive and Restrictive
6. May and Shall
7. Usage and Contemporanea Expositio