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Complete list of Sections of Companies Act, 2013

These are the clauses of the New Companies Act, 2013 and the corresponding sections of the companies act, 1956

Companies Act, 2013
Indian Corporate world will never forget the historic date 08/08/2013 on which the Rajya Sabha passed the Companies Bill, 2012 and it has now replaced the 57 years old Companies Act, 1956 with the new one Companies Act, 2013 after receiving the assent of the President of India on the Thursday, 29 August 2013.

The new companies Act dynamically transits Company Secretaries (CS) to corporate governance professionals to make them more responsible for implementation of all relevant laws applicable to the companies. It empowers the Central Government to make rules, etc. through delegated legislation.

Did you know? The Companies Act, 2013 is divided into 29 chapters containing 470 clauses as against 658 Sections in the Companies Act, 1956. The Provisions of various sections of Companies Act, 1956 viz. 43A, 44, 58AA, 117, 120, 121, 153A, 165, 188, 224A, 233A, 258, 270, 294, 294A, 294AA and 417 have been deleted in Companies Act, 2013.

List of all sections of Companies Act,2013:


Following are the clauses of the New Companies Act, 2013 and the corresponding sections of the companies act, 1956:

Sections of the Companies Act, 2013
Corresponding sections of the Companies Act, 1956
1
Short title, extent, commencement and application.
1
2
Definitions.
2; 2A; 3; 4; 4A; 5; 6; 41.
3
Formation of company.
12
4
Memorandum.
13; 14; 20.
5
Articles.

6
Act to override memorandum, articles, etc.

7
Incorporation of company.

8
Formation of companies with charitable objects, etc.
25
9
Effect of registration.

10
Effect of memorandum and articles.

11
Commencement of business, etc.
149
12
Registered office of company.
17A; 147;
13
Alteration of memorandum.
16; 17; 18; 19; 21; 23; 37.
14
Alteration of articles.
31
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.
51; 52; 53
21
Authentication of documents, proceedings and contracts.
54
22
Execution of bills of exchange, etc.
No Provision
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.
55; 56; 59; 60
27
Variation in terms of contract or objects in prospectus.
61
28
Offer of sale of shares by certain members of company.
No Provision
29
Public offer of securities to be in dematerialised form.
68B
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.
63; 65
35
Civil liability for misstatements in prospectus.

36
Punishment for fraudulently inducing persons to invest money.
68
37
Action by affected persons.
No Provision
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.
No Provision
42
Offer or invitation for subscription of securities on private placement.
67
43
Kinds of share capital.
2(46A)
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.
79
54
Issue of sweat equity shares.

55
Issue and redemption of preference shares.
80
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.
94
62
Further issue of share capital.
81
63
Issue of bonus shares.
No Provision
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.

73
Prohibition on acceptance of deposits from public.
58A
74
Repayment of deposits, etc., accepted before commencement of this Act.

75
Damages for fraud.

76
Acceptance of deposits from public by certain companies.

77
Duty to register charges, etc.
125; 129; 132; 133; 134; 136
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.
141
88
Register of members, etc.

89
Declaration in respect of beneficial interest in any share.
187C
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.
159; 160; 161
93
Return to be filed with Registrar in case promoters’ stake changes.
No Provision
94
Place of keeping and inspection of registers, returns, etc.
163
95
Registers, etc., to be evidence.

96
Annual general meeting.
166
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.
171; 172
102
Statement to be annexed to notice.

103
Quorum for meetings.
174
104
Chairman of meetings.

105
Proxies.
176
106
Restriction on voting rights.

107
Voting by show of hands.

108
Voting through electronic means.
No Provision
109
Demand for poll.

110
Postal ballot.
192A
111
Circulation of members’ resolution.

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.

118
Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
193; 194; 195; 197
119
Inspection of minute-books of general meeting.

120
Maintenance and inspection of documents in electronic form.
No Provision
121
Report on annual general meeting.
No Provision
122
Applicability of this Chapter to One Person Company.
No Provision
123
Declaration of dividend.
205
124
Unpaid Dividend Account.
205A
125
Investor Education and Protection Fund.
205C
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.

128
Books of account, etc., to be kept by company.
209
129
Financial statement.
210; 211; 212
130
Re-opening of accounts on court’s or Tribunal’s orders.
No Provision
131
Voluntary revision of financial statements or Board’s report.
No Provision
132
Constitution of National Financial Reporting Authority.
210A
133
Central Government to prescribe accounting standards.

134
Financial statement, Board’s report, etc.
215; 216; 217
135
Corporate Social Responsibility.
No Provision
136
Right of member to copies of audited financial statement.

137
Copy of financial statement to be filed with Registrar.

138
Internal audit.
No Provision
139
Appointment of auditors.
224
140
Removal, resignation of auditor and giving of special notice.
225
141
Eligibility, qualifications and disqualifications of auditors.
226
142
Remuneration of auditors.
224
143
Powers and duties of auditors and auditing standards.
227; 228; 619
144
Auditor not to render certain services.
No Provision
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.
233B
149
Company to have Board of Directors.
252; 259
150
Manner of selection of independent directors and maintenance of databank of independent directors.
No Provision
151
Appointment of director elected by small shareholders.
252
152
Appointment of directors.

153
Application for allotment of Director Identification Number.

154
Allotment of Director Identification Number.

155
Prohibition to obtain more than one Director Identification Number.

156
Director to intimate Director Identification Number.

157
Company to inform Director Identification Number to Registrar.

158
Obligation to indicate Director Identification Number.

159
Punishment for contravention.

160
Right of persons other than retiring directors to stand for directorship.

161
Appointment of additional director, alternate director and nominee director.

162
Appointment of directors to be voted individually.

163
Option to adopt principle of proportional representation for appointment of directors.

164
Disqualifications for appointment of director.
274
165
Number of directorships.
275; 276; 278; 279
166
Duties of directors.
312
167
Vacation of office of director.

168
Resignation of director.
No Provision
169
Removal of directors.

170
Register of directors and key managerial personnel and their shareholding.
303; 307; 308
171
Members’ right to inspect.

172
Punishment.

173
Meetings of Board.
285; 286
174
Quorum for meetings of Board.
287; 288
175
Passing of resolution by circulation.

176
Defects in appointment of directors not to invalidate actions taken.

177
Audit Committee.
292A
178
Nomination and Remuneration Committee and Stakeholders Relationship Committee.
No Provision
179
Powers of Board.

180
Restrictions on powers of Board.

181
Company to contribute to bona fide and charitable funds, etc.

182
Prohibitions and restrictions regarding political contributions.

183
Power of Board and other persons to make contributions to national defence fund, etc.

184
Disclosure of interest by director.

185
Loan to directors, etc.

186
Loan and investment by company.

187
Investments of company to be held in its own name.
372A; 373
188
Related party transactions.
297; 314
189
Register of contracts or arrangements in which directors are interested.

190
Contract of employment with managing or whole-time directors.

191
Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.

192
Restriction on non-cash transactions involving directors.
No Provision
193
Contract by One Person Company.
New Provision
194
Prohibition on forward dealings in securities of company by director or key managerial personnel.
No Provision
195
Prohibition on insider trading of securities.
No Provision
196
Appointment of managing director, whole-time director or manager.
317; 267; 384; 385
197
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
198; 309; 387; 388

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