LIST OF SECTIONS

Chapter I Preliminary Section 1 & 2

1.Short Title, Extent, Commencement and Application
2.Definitions
Chapter II Incorporation of Section 3 to 22
Company and 3 Formation of Company
Matters Incidental 3A Members severally liable in certain cases.
thereto 4 Memorandum
5 Articles
6 Act to Override Memorandum, Articles, etc.
7 Incorporation of Company
8 Formation of Companies with Charitable Objects, etc.
9 Effect of Registration
10 Effect of Memorandum and Articles
10A Commencement of business etc.
11 Commencement of Business, etc.
12 Registered Office of Company
13 Alteration of Memorandum
14 Alteration of Articles
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
21 Authentication of Documents, Proceedings and Contracts
22 Execution of Bills of Exchange, etc.

Chapter III Part - I Prospectus Section 23 to 41

and Allotment of 23 Public Offer and Private Placement
Securities 24 Power of Securities and Exchange Board to Regulate Issue and Transfer of
Section 23 to 41 Securities, etc.
Part - II The 25 Document Containing Offer of Securities for Sale to be Deemed Prospectus
Companies
(Private 26 Matters to be Stated in Prospectus
Placement) 27 Variation in Terms of Contract or Objects in Prospectus
Section 42 28 Offer of Sale of Shares by Certain Members of Company
29 Public Offer of Securities to be in Dematerialised Form
30 Advertisement of Prospectus
31 Shelf Prospectus
32 Red Herring Prospectus
33 Issue of Application Forms for Securities
34 Criminal Liability for Mis-statements in Prospectus
35 Civil Liability for Mis-statements in Prospectus
36 Punishment for Fraudulently Inducing Persons to Invest Money
37 Action by Affected Persons
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
42 Offer or Invitation for Subscription of Securities on Private Placement
Chapter IV Share Capital and Section 43 to 72
Debentures 43 Kinds of Share Capital
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
54 Issue of Sweat Equity Shares
55 Issue and Redemption of Preference Shares
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
62 Further Issue of Share Capital
63 Issue of Bonus Shares
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

Chapter V Acceptance of Section 73 to 76A

Deposits by 73 Prohibition on Acceptance of Deposits from Public
Companies 74 Repayment of Deposits, etc., Accepted before Commencement of this Act

75 Damages for Fraud

76 Acceptance of Deposits from Public by Certain Companies
76A Punishment for Contravention of Section 73 or Section 76

Chapter VI Registration of Section 77 to 87

Charges 77 Duty to Register Charges, etc
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

Chapter VII Management and Section 88 to 122

Administration 88 Register of Members, etc.
89 Declaration in Respect of Beneficial Interest in any Share
90 Register of significant beneficial owners in a company
91 Power to Close Register of Members or Debenture-Holders or Other Security
Holders
92 Annual Return
93 omitted
94 Place of keeping and Inspection of Registers, Returns, etc.
95 Registers, etc., to be Evidence.
96 Annual General Meeting
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
102 Statement to be Annexed to Notice
103 Quorum for Meetings
104 Chairman of Meetings
105 Proxies
106 Restriction on Voting Rights
107 Voting by Show of Hands
108 Voting through Electronic Means
109 Demand for Poll
110 Postal Ballot
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
119 Inspection of Minute-Books of General Meeting
120 Maintenance and Inspection of Documents in Electronic Form
121 Report on Annual General Meeting
122 Applicability of this Chapter to One Person Company

Chapter Declaration and Section 123 to 127

VIII Payment of 123 Declaration of Dividend
Dividend 124 Unpaid Dividend Account
125 Investor Education and Protection Fund
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

Chapter IX Account of Section 128 to 138

Companies 128 Books of Account, etc., to be kept by Company
129 Financial Statement
129A Periodical financial results. (Notification Awaited)
130 Re-opening of Accounts on Court’s or Tribunal’s Orders
131 Voluntary Revision of Financial Statements or Board’s Report
132 Constitution of National Financial Reporting Authority
133 Central Government to Prescribe Accounting Standards
134 Financial Statement, Board’s Report, etc
135 Corporate Social Responsibility
136 Right of Member to Copies of Audited Financial Statement
137 Copy of Financial Statement to be Filed with Registrar
138 Internal Audit.

Chapter X Audit and Auditors Section 139 to 148

139 Appointment of Auditors
140 Removal, Resignation of Auditor and Giving of Special Notice
141 Eligibility, Qualifications and Disqualifications ofAuditors
142 Remuneration of Auditors
143 Powers and Duties of Auditors and Auditing Standards
144 Auditor not to Render Certain Services
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
 LIST OF FORMS

CHAPTER II

Form
Number Description

INC 3 Consent of Nominee as regards One Person Company

INC 4 Change of nominee as regards One Person Company

INC 6 Conversion of private limited company into an OPC or vice versa

Declaration by an Advocate, Chartered Accountant, Cost Accountant or Company Secretary in practice that all
INC 8 requirements of the companies act and rules pertaining to incorporation have been complied with

Declaration by each of the subscribers to the memorandum and each of the first directors named in the articles
that he has not been convicted of any offence for the preceding 5 years and that all the documents filed with the
INC 9 Registrar are true and accurate

INC 11 Certificate of Incorporation

INC-11A Certificate of Incorporation on conversion from unlimited company to limited company

INC-11B Certificate of Incorporation on conversion from a company limited by guarantee to a company limited by shares

Memorandum of Association Physical. In case the number of subscribers is more than 7 and/or non-individual
subscribers are based out of India and/or individual subscribers with nationality other than India are not having
valid business visa, then MOA needs to be attached in SPICe+ Part B webform. This webform is used to file
INC 13 Memorandum of Association (MOA) for Section 8/Part I Section 8 companies, along with SPICe+ inc32

Declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the
articles of association have been drawn up in conformity with the provisions of Section 8 and rules made
thereunder and that all the requirements concerning the Act and the rules made thereunder in relation to
registration of the company under Section 8 and matters incidental or supplemental thereto have been complied
INC 14 with

INC 15 Declaration by each of the persons making the application (Section 8 companies) Physical

INC
16/17 Licence issued under Section 8 Physical

INC 18 Application to Regional Director for the conversion of Section 8 company to any other kind of company e-Form
 CHAPTER II

Form
Number Description

Notice to Regional Director for companies converting from Section 8 to any other kind and inviting objections (if
INC 19 any). Physical

INC 20 Intimation to the Registrar for revocation or surrender of a licence issued under Section 8 e-Form

INC 20A Declaration given by the director for the commencement of business for a company

INC 22 Notice for change of situation of the registered office of the company and its verification e-Form

INC 22A Active Company Tagging Identities and Verification (ACTIVE) e-Form

Application to the Regional Director for shifting of registered office from the jurisdiction of one RoC to another
INC 23 within the same state or from one state to another state

INC 24 Application to the Central Government for approval for change in the name of the company e-Form

INC 25 New certificate of incorporation subsequent to change in name

INC 25A Advertisement to be published in a newspaper when a public company is converted into a private company

Advertisement to be published in newspaper for change in the registered office from one State Government or
INC 26 Union territory to another

Transformation of a public company into a private company and vice versa, including company limited by
INC 27 guarantee to a company limited by shares e-Form

INC 28 Notice of the order of the court/any other competent authority

INC 32 Simplified Proforma for Incorporating Company electronically (SPICe+)

INC 33 e-Memorandum of association e-Form

INC 34 e-Articles of association e-Form

 Chapter III

Form
Number Description

Advertisement providing details of notice of special resolution for varying terms of contracts referred to in the
PAS 1 Prospectus or Objects for which Prospectus was issued

PAS 2 Information Memorandum

PAS 3 Return of allotment of securities

PAS 4 Private placement offer cum application letter

PAS 5 Record of Private placement offers

Application to the regional director for change in a financial year or the conversion of a public company into a
RD 1 private company

Form for rectification of mistakes pertaining to change in a financial year or for the conversion of a public company
RD GNL 5 into a private company

CHAPTER IV

Form
Number Description

SH 1 Certificate of shares Physical

SH 2 Register of renewed and duplicate share certificates Physical

SH 3 Register of sweat equity shares Physical

SH 4 Form for transfer of security held in physical form Physical

SH 5 Notice by the company to the transferor and transferee in case of partly paid-up shares

SH 6 Register of employee stock options Physical

SH 7 Notice to Registrar of any alteration of share capital

Form
Number Description

SH 8 Letter of offer to be filed with the Registrar of Companies (RoC) in relation to buyback of shares or other securities

SH 9 Declaration of Solvency

SH 10 Register of shares or other securities bought back

SH 11 Return in respect of buy back of securities

SH 12 Debenture trust deed

SH 13 Nomination by securities holders

SH 14 Notice to the company of cancellation or variation of nomination

SH 15 Certificate of compliance in respect of buyback of securities by two directors Physical

Chapter VII

Form
Number Description

MGT 1 Register of members of the company

MGT 2 Register of Debenture Holders or Any Other Security Holders

MGT 3 Notice or the change in the situation or discontinuation of a location where a foreign register is kept

MGT 4 Declaration by the registered owner of shares who does not hold the beneficial interest in such shares

Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in
MGT 5 the register of members

MGT 6 Persons not holding beneficial interest in shares

MGT 7 Annual return

MGT 7A Annual return for small company and OPC

MGT 8 Certificate by a CSP (Certification of Annual Return)

Form
Number Description

MGT 9 Extract of the annual return

MGT 11 Appointment of proxy for a meeting

MGT 12 Polling paper in the meeting

MGT 13 Scrutinizer’s report to the Chairman pertaining to the poll of the meeting

MGT 14 Filing of company resolutions and agreements with the Registrar

MGT 15 Form for filing report on the Annual General meeting

Chapter IX

Form
Number Description

AOC 1 Statement containing salient features of financial statements of subsidiaries/ associates/joint ventures

AOC 2 Details containing contracts or arrangements entered into with related parties

AOC 3 Statement containing salient features of the audited financial statements

Detailed statement on the financial statements to be filed by companies complying with the Companies (Indian
AOC 3A Accounting Standards) Rules 2015

AOC 4 Form to file a financial statement and other documents of the company with the Registrar

AOC 4
(XBRL) XBRL document in respect of financial statement and other documents to be filed with the Registrar

AOC 4 CFS Form to file consolidated financial statements and other documents with the Registrar

AOC 4
NBFC Form for NBFCs to file financial statement and other documents with the Registrar

AOC 5 Notice to declare the address of the location in which the books of accounts are maintained
 CHAPTER X

Form Number Description

ADT 1 Form to inform the Registrar regarding the appointment of auditor by the company

ADT 2 Application for removing the auditor before the expiry of their term by the company

ADT 3 Notice of resignation of auditor

ADT 4 Form to report any suspected fraud by the auditor to the Central Government

Section 148 Description

CRA 1 Maintenance of cost records by certain companies

CRA 2 Form for intimation of appointment of cost auditor by the company to Central Government

CRA 3 Format of the cost audit report

CRA 4 Form for filing cost audit report with the Central Government

CHAPTER XXII

Form
Number Description

FC 1 Information to be filed by foreign company

FC 2 Return of alteration in the documents filed for a foreign company registration

FC 3 Annual accounts and the list of all principal places of business established in India by a foreign company

FC 4 Annual Return of a Foreign company

 MATTERS REQUIRING ORDINARY RESOLUTION

Section Topic
4 Change of name of the company
16 Rectification of name of the company as per directions of CG
43 Issue of equity shares with differential rights
61 Alteration of capital clause
63 Issue of fully paid up bonus shares
65 Conversion of unlimited company into limited company
73 To accept deposits from its members
123 Declaration of dividend
139 Appointment of auditors

MATTERS REQUIRING SPECIAL RESOLUTION

Section Topic
5 Alteration of articles of association
13 Change of name of the company
12 Shifting of address from one city to another
12 Shifting of address from the jurisdiction of one Registrar to another in same state
13 Shifting of address from one state to another
13 Alteration of objects
14 Conversion of private company into public co or vice versa
27 Variation of terms of contract/objects contained in prospectus
41 Issue of GDRs
42 Private placement of securities
48 Variation of shareholder’s rights
54 Issue of sweat equity share
55 Issue of preference share
62 Further issue of share/Right issue
62 Issue of debentures or loans with an option to convert into equity
66 Reduction of share capital
67 Scheme for providing money for purchase of shares of co. by employees or trustees for
benefit of employees etc
68 Buy – back of shares / specified securities
71 Issue of convertible debentures
94 Keeping of members ‘ register , annual return etc. at a place other than registered office
139 Appointment of auditor other than retiring auditor or a resolution that retiring auditor will
not be reappointed
140 Removal of auditor