Chapter II

Incorporation of Company and

Matters Incidental thereto

Section 3 Section 3A Section 4 Section 5 Section 6

Formation of Company Severally liable in certain cases Memorandum Articles Act to override memorandum,
articles, etc.

Section 7 Section 8 Section 9 Section 10

Incorporation of Company Formation of Companies with Effect of Registration Effect of memorandum and articles
charitable objects, etc.

Section 10A Section 11 Section 12 Section 13 Section 14

Commencement of Business etc. Omitted Registered office of company Alteration of memorandum Alteration of articles

Section 15 Section 16 Section 17 Section 18

Alteration of memorandum of Rectification of name of company Copies of memorandum, articles, Conversion of companies already
articles to be noted on every copy etc. to be given to members registered

Section 19 Section 20 Section 21

Subsidiary company not to hold Service of documents Authentication of documents,
shares in its holding company proceedings and contracts

Section 22
Execution of bills of exchange, etc.

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 Chapter III
Prospectus and Allotment of
Securities

Section 23 Section 24 Section 25 Section 26 Section 27

Public offer and Private Power of securities and exchange Document containing offer of Matters to be stated in Prospectus Variation in terms of contract or
Placement board to regulate issue and transfer securities for sale to be deemed objects in prospectus
of securities, etc. prospectus

Section 28 Section 29 Section 30 Section 31

Offer of sale of shares by certain Public Offer of securities to be in Advertisement of Prospectus Shelf Prospectus
members of company dematerialised form

Section 32 Section 33 Section 34 Section 35 Section 36

Red herring Prospectus Issue of Application forms for Criminal liability for mis-statements Civil liability for mis-statement Punishment for fraudulently inducing
securities in prospectus in prospectus persons to invest money

Section 37 Section 38 Section 39 Section 40

Action by affected persons Punishment for personation for Allotment of securities by Securities to be dealt with in stock
acquisition, etc, of securities company exchanges

Section 41 Section 42
Global dipository receipt Offer or invitation for subscription of
securities on private placement

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 Chapter IV
Share Capital and Debenture

Section 43 Section 44 Section 45 Section 46 Section 47

Kinds of Share Capital Nature of Shares or Debentures Numbering of Shares Certificate of Shares Voting Rights

Section 48 Section 49 Section 50 Section 51

Variation of Shareholders Rights Calls on Shares of Same Class to be Company to asset unpaid share Payment of Dividend in Proportion
made on uniform basis capital, although not called up to amount paid-up

Section 52 Section 53 Section 54 Section 55 Section 56

Applications of premium received Prohibition on issue of shares at Issue of sweat equity shares Issue and redemption of Preference Transfer and Transmission
on issue of shares discount shares of Securities

Section 57 Section 58 Section 59 Section 60

Punishment for Personation of Refusal of Registration and appeal Rectification of Register of Members Publication of Authorized, subscribed
Shareholders against refusal and Paid up Capital

Section 61 Section 62 Section 63 Section 64 Section 65

Power of Limited Company to alter Further issue of share capital Issue of Bonus Shares Notice to be given to Registrar Unlimited Company to provide for
its share capital for Alteration of share capital reserve share capital on conversion
into Limited Lompany

Section 66 Section 67 Section 68 Section 69

Reduction of share capital Restrictions on purchase by the Power of the Company to purchase Transfer of certain sums to Capital
Company or giving of loans by it its own security Redemption Reserve Accounts
for purchase of its shares

Section 70 Section 71 Section 72

Prohibition for buy back in certain Debentures Power of Nominate
circumstances

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 Prohibition on Acceptance of
73 Deposits from Public

Repayment of Deposits, etc., accepted

74 before commencement of this Act

Chapter V
Acceptance of Deposits by 75 Damages for Fraud
Companies

Acceptance of Deposits From Public

76 by Certain Companies

Punishment for contravention of

76A section 73 or section 76

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 Chapter VI
Registration of Charges

Section 77 Section 78 Section 79 Section 80 Section 81

Duty to register charges etc. Application for registration of Section 77 to apply in certain Date of notice of charge Register of charges to be kept by
charge matters Registrar

Section 82 Section 83 Section 84 Section 85

Company to report satisfaction Power of Registrar to make entries of Intimation of appointment of Company’s Register of charges
of charge satisfaction and release in absence of recheiver or manager
intimation from company

Section 86 Section 87
Punishment for Contravention Rectification by Central Government
in Register of Charges

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 Chapter VII
Management and Administration

Section 88 Section 89 Section 90 Section 91 Section 92

Register of members, etc. Declaration in respect of beneficial Investigation of beneficial ownership Power to close register of members or annual Return
interest in any share of shares in certain cases debenture holders or other security
holders

Section 93 Section 94 Section 95 Section 96

Return to be filed with Registrar in case Place of keeping and inspection of Registers, etc., to be evidence annual general meeting
of Promoter’s stake changes registers, returns, etc.

Section 97 Section 98 Section 99 Section 100 Section 101

Power to Tribunal to call annual Power to Tribunal to call meetings of Punishment for default in complying Calling of extraordinary general Notice of meeting
general meeting members, etc. with provisions of section 96 to 98 meeting

Section 102 Section 103 Section 104 Section 105

Statement to be annexed to notice Quorum for meetings Chairman of meetings Proxies

Section 106 Section 107 Section 108 Section 109 Section 110
Restriction on voting rights Voting by show of hands Voting by electronic means Demand for poll Postal ballot

Section 111 Section 112 Section 113 Section 114

Circulation of members resolution Representation of President and Representation of corporations at Ordinary and special resolutions
Governors in meetings meetings of companies and
of creditors

Section 115 Section 116 Section 117 Section 118 Section 119
Minutes of proceedings of general
Resolution requiring special Resolution passed at adjourned Resolution and agreement meeting, meeting of Board of Directors
Inspection of minute-books
notice meeting to be filed and other meeting and resolutions of general meeting
passed by postal ballot

Section 120 Section 121 Section 122

Maintenance and inspection of Report on annual general Applicability of this Chapter to One
Person Company
documents in electronic form meeting

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 123 Declaration of Dividend

124 Unpaid dividend account

Chapter VIII Investor Education and Protection

Declaration and Payment of 125
Fund
Dividend

Right to Dividend, rights shares and

126 Bonus shares to be held in abeyance
pending registration of transfer of
shares

Punishment for failure to

127 distribute dividends

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 Chapter IX
Accounts of Companies

Section 128 Section 129 Section 130 Section 131 Section 132
Books of account, etc., to be Financial Statement Re-opening of accounts on courts Voluntary revision of financial Constitution of National Financial
kept by company or Tribunal’s orders statements or Board’s report Reporting Authority

Section 133 Section 134 Section 135 Section 136

Central Government to prescribe Financial statement, Board’s report, Corporate Social Responsibility Right of Members to copies of
accounting standards etc. audited financial statement

Section 137 Section 138

Copy of financial statement to Internal Audit
be filed with registrar

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 Chapter X
Audit and Auditors

Section 139 Section 140 Section 141 Section 142 Section 143
Appointment of Auditors Removal and Resignation of Auditor, Eligibility, qualifications and Remuneration of auditors Powers and duties of auditors and
giving of special notice disqualification of auditors auditing standards

Section 144 Section 145 Section 146 Section 147

Auditor not to render certain Auditor to sign audit reports, etc. Auditors to attend general meeting Punishment for Contravention
services

Section 148
Central Government to specify audit of
items of cost in respect of
certain companies

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