Companies Act, 2013

 

⚖️ Companies Act, 2013

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🧾 What is the Companies Act, 2013?

It is the main law regulating the incorporation, functioning, management, and winding up of companies in India.
It replaced the earlier Companies Act, 1956, and modernized company law in India.

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🎯 Objectives

• Regulate formation, operation, and dissolution of companies

• Protect interests of shareholders, creditors, employees, and public

• Ensure transparency, accountability, and corporate governance

• Promote ease of doing business

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📌 Key Features

Feature	Description
Types of Companies Covered	Private, Public, One Person Company, Section 8 companies (non-profits)
Incorporation & Registration	Procedure for company registration and issuance of Certificate of Incorporation
Corporate Governance	Roles and responsibilities of directors, audit committees, independent directors
Financial Reporting	Annual financial statements, audit requirements, Board report
Meetings & Resolutions	Board meetings, Annual General Meeting (AGM), Extraordinary General Meeting (EGM)
Share Capital & Debentures	Issue, transfer, and buy-back of shares and debentures
Mergers & Acquisitions	Procedures for amalgamation, merger, demerger
Winding Up & Liquidation	Voluntary and compulsory winding up procedures
Penalties & Offences	Penalties for default and non-compliance

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📝 Important Sections

Section	Subject
2	Definitions
3	Formation of company
149	Board of Directors
173	Board meetings
184	Disclosure of interest by directors
186	Loans and investments by company
188	Related party transactions
195	Dividend payments
230-240	Mergers and amalgamations
247	National Company Law Tribunal (NCLT)
379	Penalties and punishments

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🏢 Key Authorities under the Act

• Registrar of Companies (ROC) – Registration and compliance

• National Company Law Tribunal (NCLT) – Company disputes and insolvency

• Company Law Board (replaced by NCLT)

• Serious Fraud Investigation Office (SFIO) – Investigation of frauds

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🧑‍💼 Corporate Governance Highlights

• Minimum number of directors

• Appointment of independent directors

• Audit committee and nomination committee

• Director’s duties and liabilities

• Annual disclosures and filings with ROC

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📄 Compliance

• Filing annual returns and financial statements with ROC

• Holding Annual General Meetings (AGMs)

• Maintaining statutory registers

• Compliance with provisions on related party transactions and insider trading