Taxmann Companies Act 2013

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Part I – Preliminary

1. Short Title, Extent, Commencement, and Application (Section 1)

2. Definitions (Section 2)

   • Detailed glossary of legal terms including company types, key managerial personnel, related party, etc.

Part II – Incorporation and Related Matters

3. Incorporation of Company and Matters Incidental Thereto (Sections 3–22)

   • Types of companies

   • MOA and AOA

   • Incorporation procedure, commencement of business

   • Names, alteration, registered office

4. Prospectus and Allotment of Securities (Sections 23–42)

   • Public and private placements

   • Shelf prospectus, red herring prospectus

   • Return of allotment and penalties

Part III – Share Capital and Debentures

5. Provisions Relating to Share Capital (Sections 43–72)

   • Types of share capital, voting rights, issue of shares

   • Bonus, sweat equity, ESOPs

   • Debentures, deposits, buy-back, reduction of capital

Part IV – Management and Administration

6. General Meetings and Resolutions (Sections 88–122)

   • Registers, annual return, AGM/EGM

   • Notices, quorum, minutes, resolutions

   • Postal ballot, inspection rights

7. Declaration and Payment of Dividend (Sections 123–127)

8. Accounts of Companies (Sections 128–138)

   • Books of accounts

   • Financial statements and board reports

   • Internal audit and audit committee

9. Audit and Auditors (Sections 139–148)

   • Appointment, rotation, removal

   • Powers and duties of auditors

   • Cost audit and penalties

Part V – Company Management

10. Appointment and Qualifications of Directors (Sections 149–172)

    • Board composition, independent directors, women directors

    • Disqualifications, retirement, director identification number (DIN)

11. Meetings of Board and Its Powers (Sections 173–195)

    • Board meetings, resolutions, quorum, committees

    • Powers of board and restrictions

12. Managerial Remuneration (Sections 196–205)

    • Appointment of MD/WTD/Manager

    • Remuneration limits, disclosures

Part VI – Inspection, Inquiry and Investigation

13. Inspection and Investigation (Sections 206–229)

    • Inspection of books, serious fraud investigation office (SFIO)

    • Search and seizure provisions

Part VII – Compromises, Arrangements and Amalgamations

14. Merger and Amalgamation Provisions (Sections 230–240)

    • Schemes of compromise, NCLT approval

    • Cross-border mergers

Part VIII – Prevention of Oppression and Mismanagement

15. Minority Protection (Sections 241–246)

    • Application to NCLT

    • Power to remove management

Part IX – Registered Valuers, Removal of Names, and Revival

16. Registered Valuers (Section 247)

17. Removal of Company Names from Register (Sections 248–252)

18. Revival and Rehabilitation of Sick Companies (Sections 253–269)

Part X – Winding Up

19. Voluntary and Tribunal Winding Up (Sections 270–365)

    • Liquidators, distribution, dissolution

    • Summary procedures for small companies

Part XI – Companies Authorized to Register under the Act

20. Provisions for Existing and Special Companies (Sections 366–378A)

    • Producer companies

    • Conversion of partnership to company

Part XII – Miscellaneous Provisions

21. NCLT and NCLAT (Sections 407–434)

22. Special Courts, Penalties, Adjudication (Sections 435–446B)

    • Compounding of offences

    • Adjudication officers

23. Schedules to the Act

    • Schedule I – MOA & AOA formats

    • Schedule II – Depreciation

    • Schedule III – Financial statement formats

    • Schedule IV – Code for Independent Directors

Rules Under the Companies Act, 2013

(Topic-wise Presentation with Notifications)

• Companies (Incorporation) Rules, 2014

• Companies (Share Capital & Debentures) Rules

• Companies (Meetings of Board & Powers) Rules

• Companies (Accounts) Rules

• Companies (Audit & Auditors) Rules

• Companies (Management & Administration) Rules

• Companies (Prospectus and Allotment of Securities) Rules

• Companies (Appointment & Qualification of Directors) Rules

• Companies (Compromises, Arrangements & Amalgamations) Rules

• Companies (Winding Up) Rules