Section Description of the matter
2(14A) Dividend includes interim dividend.
*2(29A) Net worth means total of paid up capital and free reserves after deducting provisions or expenses as may be prescribed. Free reserves includes reserves out of the profits and share premium account but does not include revaluation and amalgamation reserves.
*2(46AA) Sick industrial company means an industrial company

(a) which has accumulated losses in any financial year which is 50% or more than the average net worth during 4 years immediately preceding such financial year or

(b) which has failed to repay its debts within any 3 consecutive quarters to its creditors who made demand in writing for the repayment of the same.
3(6) Provisions of minimum paid-up capital not to apply to companies registered under Section 25.
4 Meaning of holding company and subsidiary.
4A Public Financial Institutions.
13, 16 to 18 Memorandum and its alterations; change of registered office within State to be confirmed by Regional Director and special resolution to be passed, special resolution and confirmation by the Tribunal required for change of registered office to another State; special resolution for alteration of objects clause; registration of alteration within 3 months.
31 Alteration of Articles by special resolution.
42 Subsidiary not to be a member of its holding Co.
43A Deemed public company to shed its status and become a private company.
49 Investments of company to be held in its own name.
58A Regulation of deposits from Public (also refer rules under this section).
58AA Regulations in case of defaults in repayments of deposit, or payment of interest to small depositors.
61 Terms of contract mentioned in prospectus or statement in lieu of prospectus not to be varied.
*67 Private issues to be treated as Public Issue if the offer is to 50 persons or more.
*68B IPO of listed company of Rs. 10 crores or more to be in dematerialised form.
69 Prohibition of allotment unless minimum subscription received.
70 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.
71 Effect of irregular allotment.
72 Application for and allotment of shares and debentures.
73 Allotment of shares and debentures to be dealt in on Stock Exchange.
74 Manner of reckoning fifth, eighth and tenth days in Ss. 72 and 73.
75 Return as to allotments — issue of shares for consideration other than cash.
76 Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.
77 Restrictions on purchase by company or loans by company for purchase of its own or holding company’s shares.
77A/77AA/ Purchase by a company of its shares or other
77B specified securities, compliance with conditions in relation thereto and provision for transfer of certain sums to capital redemption reserve account.
78 Applications of premiums received on issue of shares.
79 Power to issue shares at a discount.
80 Power to issue redeemable preference shares.
80A Redemption of irredeemable preference shares, etc.
81 Further issue of capital.
86 Equity share capital with differential rights.
93 Payment of dividend in proportion to amount paid-up.
94 Power of limited company to alter share capital.
94A Share capital to stand increased when order is made u/s. 81(4).
95 Notice to registrar of consolidation of share capital, conversion of shares into stock, etc.
96 Effect of conversion of shares into stock.
97 Notice of increase of share capital to members.
100 & 102 Special resolution for reduction of share capital and order for confirming such reduction and powers of the court on making such order.
108 Normal formalities for transfer of shares or debentures.
117A, 117B Debenture trust deed, appointment of debenture
& 117C trustees and creation of Debenture Redemption Reserve.
143 Company’s register of charges.
149 Restrictions on commencement of business.
165 Statutory meeting and statutory report.
166 Annual general meeting.
189 Ordinary and special resolutions.
190 Special Notice.
192 Registration of certain resolutions and agreements.
192A Passing of resolution by postal ballot.
193 Minutes of proceedings of general meetings and Board and other meetings.
197 A company not to appoint or employ certain different categories of managerial personnel at the same time.
198 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits (also refer Ss. 309, 349, 350, Schedules XIII and XIV).
199 Calculation of commission, etc. in certain cases.
200 Prohibition of tax-free payments.
204 Restriction on appointment of firm or body corporate to office or place of profit under a company.
205 Dividend to be paid only out of profits after charging depreciation and transfer to reserves. Dividend declared by a Company to be transferred to a separate Bank account within 5 days.
205A Unpaid dividend to be transferred initially to a special bank account and thereafter after 7 years to the Investor Education & Protection Fund set up by the Central Government.
205A(3) Conditions for declaration of dividend out of reserves.
205B Payment of unpaid or unclaimed dividend.
206A Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
207 Dividend declared by company normally to be paid within 30 days.
208 Power of company to pay interest out of capital in certain cases.
209 Books of account to be kept by company—including cost records.
209(3) Books of account to be kept on accrual basis and according to the double entry system of book-keeping.
209A Inspection of books of account, etc. of companies by Central Government and SEBI.
210 Annual accounts and Balance Sheet.
210A Constitution of National Advisory Committee for Consultation by Government on Accounting Standards.
211 Form and contents of balance sheet and profit and loss account and requirements for complying with Accounting Standards.
212 Balance sheet of holding company to include certain particulars as to its subsidiaries.
213 Financial year of holding company and subsidiary.
215 Authentication of balance sheet and profit and loss account.
216 Profit and loss account to be annexed, and Auditor’s Report to be attached, to balance sheet.
217 Board’s report. It will also include a Directors’ responsibility statement.
220 Copies of approved annual accounts to be filed with registrar.
222 Construction of references to documents annexed to accounts.
*224 Appointment and remuneration of auditors.
224A Auditor not to be appointed except with approval of the company by special resolution in certain cases (also refer S. 619B).
225 Provisions as to resolutions for appointing or removing auditors.
226 Qualifications and disqualifications of auditors.
227 Powers and duties of auditors.
227(1A) Inquiry and report to shareholders as regards specified clauses.
227(4A) Manufacturing and Other Companies (Auditor’s Report) Order, 1988.
228 Audit of accounts of branch office of a company.
229 Signature of audit report, etc.
230 Auditor’s report to be read out in general meeting.
231 Auditor’s right to receive communication relating to, and to attend and to speak at, company’s general meeting.
233A Power of Central Government to direct special audit in certain cases.
233B Cost audit.
235 Investigation of the affairs of a company.
252 Minimum number of directors.
259 Increase in number of directors to require Government sanction.
260 Additional directors.
268 Amendment of provision relating to managing, wholetime or non-rotational director’s appointment to require Government approval.
269 Appointment or reappointment of managing or wholetime director to require Government approval in certain cases and every public company or a private company which is a subsidiary of a public company to have a managing or wholetime director or manager if the paid-up share capital is Rs. 5 crores. (Rs. 1 crore up to 17-9-1990)
274 Disqualification of directors.
275 Maximum 15 companies in which a person can be a director.
291 General powers of the Board.
292 Certain powers to be exercised by Board only at meeting.

Formation of Audit Committee by public company having paid-up capital of not less thanRs. 5 crores.

293 Restrictions on powers of Board and necessity of general meeting consent.
293A Prohibitions and restrictions regarding political contributions.
293B Power of Board or others to make contributions to the National Defence Fund, etc.
294 Appointment of sole selling agents to require approval of company in general meeting.
294A Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.
294AA Power of Central Government to prohibit the appointment of sole selling agents in certain cases.
295 Central Government’s approval required for loans to directors and specified associates.
296 Application of S. 295 to book debts in certain cases.
297 Board’s sanction and in some cases Central Government’s approval to be required for certain contracts in which particular directors are interested.
299 Disclosure of interest by director.
300 Interested director not to participate, vote or constitute quorum in board’s proceedings.
301 Register of contracts, companies and firms in which directors are interested.
309 Remuneration of directors (also refer Ss. 198, 349, 350, Schedules XIII and XIV).
310 Provision for increase in remuneration to require Government sanction.
311 Increase in remuneration of managing director on reappointment or appointment to require Government sanction.
312 Prohibition of assignment of office by director.
313 Appointment and term of office of alternate director.
314 Special resolution (and in some cases Government approval) required for director, etc. to hold office or place of profit.
317 Managing Director not to be appointed for more than 5 years at a time.
318 Compensation for loss of office not permissible except to managing or wholetime directors or directors who are managers.
319 Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking or property.
320 Payment to director for loss of office, etc. in connection with transfer of shares.
321 Provisions supplementary to Ss. 318, 319, 320.
349 Determination of net profits (also refer Ss. 198, 309, 350, Schedules XIII and XIV).
350 Ascertainment of depreciation (also refer Ss. 198, 309, 349, Schedules XIII and XIV).
370 Loans, etc. to companies to be subject to specified limits and consents. (up to 30-10-1998)
372 Investment in shares, etc. of other companies to be subject to specified limits and consents. (up to 30-10-1998)
372A Loans/Guarantees to and investments in other companies to be subject to specified limits and consents (w.e.f. 31-10-1998).
383A Certain companies to have a wholetime secretary and certain companies to file a certificate from a Secretary in wholetime practice regarding compliance with the provisions of the Act.
384, 385, 386 Firm or body corporate not to be appointed as manager, disqualifications of manager, etc.
387 Remuneration of manager.
388 Application of Ss. 269, 310, 312 & 317 to managers.
417 Employees’ securities to be deposited in post office savings bank or scheduled banks or State Bank of India.
418 Provisions applicable to Provident Funds of employees.
424A – 424G Revival and Rehabilitation of Sick Industrial Companies – Reference to Tribunal, Inquiry into working of such companies, Tribunal to make suitable order on completion of inquiry, Preparation and sanction of scheme, Rehabilitation, Arrangement for continuing operations, etc. during inquiry and Winding up of sick industrial company.
*581A – Producer Companies – Formation, Management,
581ZT Share Capital and Members rights, Functioning, etc. of such companies. (Part IXA).
591 Certain foreign companies to comply with provisions as Indian companies.
594 Accounts of foreign companies.
*605A Offer of Indian Depository Receipts.
619, 619B Application of Ss. 224 to 233B to Government companies.


* Inserted by the Companies (Amendment) Act, 2002.


I Model Memorandum and Articles of Association.

IA List of relatives.

II Matters to be specified in prospectus and reports to be set out therein.

III Statement in lieu of prospectus.

IV Statement in lieu of prospectus to be delivered to Registrar by a private company on becoming a public company.

VI Form of Balance Sheet and requirements of Profit and Loss Account.

XIII Conditions for appointment of a managing or wholetime director.

XIV Rates of depreciation.

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June 2021